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General terms & conditions for services

THE AGREEMENT
1. Agreement. These General Terms & Conditions for Services (“Terms”) are an integral part of the understanding between Brights and Client. The Terms, together with a duly executed services agreement or work order form the entire contractual understanding (the “Agreement”) between the parties. If there is a conflict between the contractual documents, the services agreement or work order will have precedence over these Terms. Capitalized words not defined in these Terms have the meanings as stated in the respective services agreement or work order.
DEFINITONS
1. “Applicable Laws” means all applicable laws, collectively bargained agreements, or governmental/municipal authorities’ rules and regulations as in effect or amended from time to time.
GENERAL PROVISION
1. Provision of Services. Brights will provide Services to Client as stated in the Service Description. Brights shall perform the Services in a professional and workmanlike manner, consistent with Applicable Laws, the Akind Group Code of Conduct, and generally accepted business practices.
2. Subcontractors. Brights may engage subcontractors to perform any of its obligations under the Agreement. Brights will be liable for the acts and omissions of its subcontractors as if such subcontractor were a party to the Agreement.
3. Employer relationship. The Agreement does not affect the employment relationship between Client and Learners, if existing. Client shall maintain all necessary employer obligations, such as insurance requirements, during the duration of the Services.
TERM & TERMINATION
1. Cancellation. Cancellation and termination provisions for specific Services are found in the applicable Service Description.
2. Term; termination. The term of the Agreement shall run from the Effective Date and will terminate upon the completion of the Training or as specified in the Service Description.
3. Early termination. A party may terminate the Agreement without liability if the other party: commits a rectifiable material breach of the Agreement and does not rectify the breach within 30-days of having received written notice of the breach; or initiates bankruptcy or liquidation proceedings or becomes or gives reason to assume that it has become insolvent.
PAYMENTS & CHARGES
1. Effects of non-payment. If Client fails to make payments on time, Brights, in its sole discretion, may elect to postpone the start of the Training or cancel the Training and invoice Client for all costs associated with the cancellation due to non-payment in addition to payments already due.
2. Fees. Brights is entitled to charge an administration fee of €100 (or local currency equivalent) in each instance if Brights must reissue invoices due to incorrect information supplied by Client or if Brights must send invoice payment reminders.
3. Currency. If not specified in the Work Order, all currency amounts will be in the legal currency of the country where the Brights signing entity providing the Services has its registered address.
CONFIDENTIALITY, COPYRIGHT, & PRIVACY
1. Confidentiality. During the term of the Agreement and for a period of two years after its termination, the parties shall keep confidential all information and documents obtained (in any manner or medium) from the other marked as confidential or by its very nature that is meant to remain confidential except and to the extent that:
  1. the information becomes publicly available by reason other than disclosure by the party subject to the confidentiality obligation;
  2. the information is independently developed without use of or reference to the other party’s confidential information;
  3. the information is obtained from another source not obligated to keep such information confidential; or
  4. the information is already publicly known or known to the receiving party when disclosed as demonstrated by written documentation in the possession of such party at such time.
2. Permitted disclosures. Notwithstanding the foregoing, a party may disclose confidential information:
  1. to any third party upon written consent from the disclosing party;
  2. to its employees, agents, directors, officers, subcontractors, representatives, and affiliates as necessary for the performance of the Agreement, provided that the foregoing persons are bound by obligations of confidentiality at least as equivalent in scope as those stated in Section 6.1 prior to any such disclosure; or
  3. to any court or governmental authority of competent jurisdiction pursuant to Applicable Laws or a valid order.
3. Copyright. All educational material provided by Brights to Client, its employees, or Learners is copyrighted by Brights or its licensors, and all rights in and to the educational materials will remain the property of Brights or its licensors. The educational material is for personal use by each Learner/employee. The copying, transferring, or dissemination of any training material is only permitted upon the express written consent of Brights and/or its licensors.
4. Data privacy. Each party shall comply at all times with Applicable Laws as well as any collective and contractual provisions regarding data privacy. Brights’ Privacy Policy can be found on its website, www.brights.com. Client shall obtain the necessary and explicit consents from its employees (i.e., data subjects) for the transfer of their personal data to Brights before the recruitment process. The Agreement as constructed does not constitute a joint controller or controller/processor relationship. If conditions should arise such that the parties believe such a relationship exists, the parties will amend the Agreement or conclude other additional agreements as necessary.
LEGAL PROVISIONS
1. Claims for damages. A claim for damages must be made within one year after the termination of the Agreement or the right to make a claim will expire. Any such claims must be asserted in writing and clearly state the nature, scope, and extent of the damage.
2. Limitation of Liability. Notwithstanding anything to the contrary in the Agreement and to the fullest extent permitted by Applicable Laws, the total liability of either party to the other for any claim, loss, or damage howsoever arising from or under the Agreement, including third-party claims, shall be limited per event and in the aggregate to proven direct damages to the extent caused by that party in the amount of EUR 200 000 (or an equivalent amount in local currency as of the date of the claim). In no event shall either party be liable to the other for any consequential, indirect, or economic loss or damage, including but not limited to increased costs or expenses, loss of production, loss of profits, loss of business, loss of contracts, loss of data, loss of revenues, losses not foreseeable as a result of the Training, or consequential losses arising from incomplete or incorrect Trainings.
3. Liability for Learners/employees. Client will be liable for all acts and omissions of a Learner during Trainings or their employees during the provisions of the Services, including any damages or losses arising from those acts or omissions. While Learners or employees are on Brights’ premises or at third party locations designated by Brights for Trainings, Brights maintains a limited insurance for accidents; however, it is Client’s responsibility to ensure that its employee insurance covers Learners and employees during the Services.
4. Governing Law. The Agreement is governed by and construed under the laws of the country where the Brights signing entity providing the Services has its registered address.
5. Disputes. All disputes arising in connection with the Agreement or its validity that cannot be settled by direct negotiations between the parties shall be finally settled in the ordinary courts of law where the Brights signing entity providing the Services has its registered address.
MISCELLANEOUS TERMS
1. Force majeure. Nonperformance of either party shall be excused for the time that performance is rendered impossible by reasons where failure to perform is beyond the reasonable control of the non-performing party. Both parties shall make reasonable efforts to resume performance in a timely manner. This Section 8.1 does not excuse or suspend Client’s payment obligations.
2. Integration clause. The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings of any nature whatsoever with respect to the subject matter of the Agreement.
3. Headings. Headings are for ease of reference only and shall not modify or be used to construe any provision of the Agreement.
4. No Modification. No variation of the Agreement shall be effective unless it is in writing, expressed to vary the Agreement, and signed by or on behalf of each of the parties.
5. Enforcement Clause. If any provision of the Agreement is or becomes unenforceable or illegal, such provision shall be enforced to the fullest extent permitted by law and the remainder of the Agreement shall remain in full force and effect. If possible, any unenforceable or illegal provision in the Agreement shall be modified to show the original intention of the parties.
6. Waiver. No delay or failure by either party in exercising, protecting, or enforcing any of its rights or remedies in the Agreement constitutes a waiver thereof and an express waiver by a party in a particular instance does not constitute a waiver in any other instance of any rights or remedies. All rights and remedies are cumulative and not exclusive of any other rights or remedies.
7. No Third-Party Beneficiaries. Nothing in the Agreement shall confer or is intended to confer any rights, benefits, or remedies on any persons other than the parties unless provided for in the Agreement.
8. No Assignment. Neither party shall have the right to assign, transfer, or novate the Agreement or any of its rights and obligations, whether in whole or in part, to any third party without the prior written consent of the other party.
9. Survival. Termination of the Agreement shall not affect either of the parties' accrued rights or liabilities or any rights or liabilities that arise after the termination of the Agreement, including any payment provisions howsoever arising.

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