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Training Terms and Conditions

  1. Definitions.  In addition to any terms defined in the Registration Order and elsewhere in these Terms and Conditions, capitalized terms used in these Terms and Conditions are defined here:
    1. “Claims” means any and all manner of claims, demands, actions, suits or proceedings, including, without limitation, all rights with respect to any and all Losses.
    2. “I of HP” means Institute of Hazard Prevention Inc., an Alberta corporation with an office at Suite 300, 926 5th Avenue SW, Calgary, Alberta T2P 0N7.
    3. “I of HP IP” means the Services, I of HP’s trademarks and service marks, developments, modifications, learning and training materials, and other written or electronic documents and materials produced by I of HP, and all intellectual property rights in the foregoing. 
    4. "Intellectual Property Rights" means any right or protection existing from time to time in a specific jurisdiction under any patent law, copyright law, moral rights law, trade secret law, database law, trademark law or other similar laws and includes legislation by governmental authorities and judicial decisions under common law or equity, and the right to apply to register such rights.
    5. “Losses” means any and all manner of losses, damages, fines, penalties, costs and expenses (including legal fees and expenses on a full indemnity basis), known or unknown, foreseeable or not foreseeable, liquidated or unliquidated, direct or indirect.
    6. “Registration Order” means a separate document completed for Invitee specifying the Services to be provided, the Price for the Services and incorporating these Terms and Conditions and signed by the authorized representatives of the Parties.
    7. "Services" has the meaning assigned to it in the Registration Order.
    8. “Term” has the meaning ascribed to that term in the Registration Order.
  2. Changes/Cancellation.
    1. Invitee Requested Changes. Invitees may request to change the date of the Services or the name of the Invitee, provided that such request is written and received by I of HP no less than 14 days prior to the start date of the Services. If such request is received less than 14 days prior to the start of the Services, Invitees may, at the Invitee’s option: (i) be replaced with a colleague; (ii) be moved to a future offering of the same course/event (this is a one-time offer); or (iii) forfeit the Price. Invitees who do not show up for the Services will forfeit their Price. Medical emergencies will be addressed on a case-by-case basis.
    2. I of HP Changes.  I of HP reserves the right to cancel or change the date of any Services prior to the scheduled date and will offer to, at Invitee’s option, move Invitee to another Services date or refund the Price for the cancelled or moved Services. I of HP reserves the right to change the location of Services and to substitute instructors with equivalent qualifications. I of HP will not be liable for any travel arrangement fees incurred by cancelling or changing travel plans.
  3. Term and Termination
    1. Term.  The Agreement commences on the Effective Date and will continue with full force and effect until the completion of the Services, unless terminated earlier pursuant to the terms of this Agreement (hereinafter “Term”).
    2. Breach and Failure to Cure.  Either party may terminate the Agreement with immediate effect upon written notice to the other party in the case of a breach by the other party of its material obligations under the Agreement, provided that the breach is not cured within twenty (20) days of written notification by the non-breaching party to the breaching party setting out the particulars of the breach.  If the breach is not susceptible to cure then the non-breaching party may terminate the Agreement with immediate effect upon written notice to the other party.
    3. Termination for Insolvency.  Either party may terminate the Agreement with immediate effect upon written notice to the other party, if: (a) the other party is subject to proceedings in bankruptcy, or insolvency, whether voluntary or involuntary, (b) a receiver is appointed in respect of all or a substantial portion of the other party’s assets; or (c) the other party assigns its property to its creditors or generally becomes unable to pay its debts as they become due.
    4. Effect of Termination.  The expiration or termination of the Agreement will not affect or prejudice any rights or obligations which have accrued or arisen under the Agreement prior to the date of expiration or termination, including any rights or obligations which have accrued or arisen in respect of a breach or failure to perform, and such rights and obligations will survive the expiration or termination of the Agreement.
  4. I of HP Intellectual Property.  Title and full ownership of the I of HP IP will at all times remain with I of HP.  Except for the limited rights expressly granted under the Agreement, I of HP reserves all rights, title and interests in and to the I of HP IP and nothing in the Agreement grants, by implication, estoppel, or otherwise, to Invitee any Intellectual Property Rights or other right, title or interest in or to the I of HP IP. Invitee may not sell, resell, license, sublicense, distribute, make available, reproduce or utilize the training course materials for unauthorized purposes, nor forward nor disclose to third parties without I of HP’s prior written consent. Training materials containing any confidential information of Invitee shall be subject to Section 5 (Confidentiality) hereunder and will only be used for the applicable Services.
  5. Confidentiality. The Parties shall use all documents, information and data they receive that are designated as “confidential” or “proprietary” or would reasonably be assumed to be confidential based on their content or the context surrounding their disclosure, for the purposes of the relevant Registration Order only. The Parties shall treat the aforesaid documents and information as confidential and not disclose them to any third parties that are not involved in the performance of the relevant Registration Order. These obligations shall remain in force even after expiration or termination of the Agreement.

Confidential information does not include information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (b) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving party through no action or inaction of the receiving Party; (c) is already in the possession of the receiving Party at the time of disclosure by the disclosing party as shown by the receiving Party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the receiving Party without use of or reference to the disclosing Party’s confidential information, as shown by documents and other competent evidence in the receiving Party’s possession.

Either Party will not be restricted from disclosing confidential information of the other Party: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the Party required to make such a disclosure gives reasonable notice to the other Party to contest such order or requirement; and (b) on a confidential basis to its legal or financial advisors.

  1. Representations and Warranties.
    1. I of HP’s Representations and Warranties. I of HP warrants that its instructors have the necessary knowledge, skills, and abilities to provide the Services offered.
    2. Disclaimer of Warranties.  EXCEPT AS EXPRESSLY SET OUT HEREIN, THE SERVICES ARE MADE AVAILABLE ON AN “AS-IS” BASIS. I OF HP DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR AS TO RESULTS TO BE ATTAINED BY THE SERVICES. I OF HP IS RESPONSIBLE ONLY FOR PROVIDING THE SERVICES AND DOES NOT WARRANT THE SUCCESS OR THE OUTCOME OF THE SERVICES.

THE EXPRESS TERMS HEREOF CONTROL AND SUPERSEDE ANY COURSE OF PERFORMANCE AND/OR USAGE OF THE TRADE INCONSISTENT WITH ANY OF THE TERMS HEREOF.

  1. Advisory Capacity. Invitee acknowledges and accept that the use of and reliance upon the Services are subject to professional judgment, and the Services are provided to Invitee in an advisory capacity only, for Invitee’s consideration and sole decision to implement.
  2. Limitation of Liability.  Invitee agrees that, except for instances in which I of HP commits an act of wilful misconduct, I of HP will not be liable to Invitee for any errors, omissions, delays or other mishaps directly or indirectly involving the Services, or for any Claims arising therefrom.

THE SERVICES PROVIDED BY I OF HP UNDER THE AGREEMENT DO NOT INCLUDE ANY ASSUMPTION OF RISK OR THE POSSIBILITY OF SUCH POTENTIAL LOSSES.

THIS LIMITATION UPON CLAIMS AND LOSSES WILL APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THE AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN TO THE CONTRARY, IF I OF HP IS FOUND LEGALLY RESPONSIBLE TO INVITEE FOR ANY LOSSES INVITEE MAY HAVE SUFFERED ARISING IN CONNECTION WITH INVITEE’S USE OF THE SERVICES, THEN I OF HP’S LIABILITY TO INVITEE, AS APPLICABLE, WILL BE NO MORE THAN ONE HUNDRED (100%) PERCENT OF THE PRICE PAID BY INVITEE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

  1. Termination
    1. Breach and Failure to Cure.  Either Party may terminate the Agreement with immediate effect upon written notice to the other Party in the case of a breach by the other Party of its material obligations under the Agreement, provided that the breach is not cured within twenty (20) days of written notification by the non-breaching Party to the breaching Party setting out the particulars of the breach.  If the breach is not susceptible to cure then the non-breaching Party may terminate the Agreement with immediate effect upon written notice to the other Party.
    2. Termination for Insolvency.  Either Party may terminate the Agreement with immediate effect upon written notice to the other Party, if: (a) the other Party is subject to proceedings in bankruptcy, or insolvency, whether voluntary or involuntary, (b) a receiver is appointed in respect of all or a substantial portion of the other Party’s assets; or (c) the other Party assigns its property to its creditors or generally becomes unable to pay its debts as they become due.
    3. Effect of Termination.  The expiration or termination of the Agreement will not affect or prejudice any rights or obligations which have accrued or arisen under the Agreement prior to the date of expiration or termination, including any rights or obligations which have accrued or arisen in respect of a breach or failure to perform, and such rights and obligations will survive the expiration or termination of the Agreement.
  2. General Terms.
    1. Assignment.  Invitee may not assign any of their rights or obligations under the Agreement without the prior written consent of I of HP, which consent will not be unreasonably withheld, conditioned or delayed and any attempted assignment contrary to these requirements will be void.  I of HP may assign the Agreement to any assignee or recipient of all or substantially all of its assets or equity, whether by assignment, sale of assets or stock by merger, reorganization (including consolidation, acquisition, amalgamation, or the like) or other transaction, so long as I of HP's obligations under the Agreement are assumed by such assignee or recipient.
    2. No joint venture or agency.  Nothing in the Agreement will constitute or create a joint venture, partnership, or any other similar arrangement between I of HP and Invitee. For purposes of delivery of the Services, Invitee has engaged I of HP as an independent contractor.  Neither Invitee nor I of HP will have the authority to make any statements, representations or commitments of any kind, or take any action, which will be binding on the other, without the prior consent of the Party to do so, except as expressly provided for herein.
    3. Exclusive Remedies.  Except as otherwise expressly set out in the Agreement, the remedies set forth in the Agreement comprise the exclusive remedies available to Invitee at law or in equity.
    4. Severability: If any term or condition of the Agreement is held void or unenforceable, it will be severed, and every other provision of the Agreement will be enforced as if the void or unenforceable term or condition had never been a part hereof.
    5. Governing Law and Forum Selection: The interpretation of the Agreement, all disputes arising thereunder and Invitee’s legal relationship with I of HP will be governed by and construed in accordance with the laws of the Province of Alberta, together with the federal laws of Canada applicable therein, without regard to conflict of laws principles. This Agreement will not be governed by the application of the United Nations Convention on Contracts for the Sale of Goods. Invitee and I of HP irrevocably and unconditionally agree that the Parties will not commence any action, litigation or proceeding of any kind whatsoever against each other that arises from or relates to the Agreement, regardless of legal theory (whether by contract, equity, tort (including negligence), fraud, under statute or other) in any forum other than the courts of the Province of Alberta. Invitee and I of HP irrevocably and unconditionally accept and submit to the exclusive jurisdiction of the courts of the Province of Alberta and agree to bring any such action, litigation or proceeding only in the courts of the Province of Alberta located in Calgary, Alberta. Invitee and I of HP agree that a final judgment in any such action, litigation or proceeding is conclusive and may be enforced in other jurisdictions by action on the judgment or in any other manner provided by law.
    6. Forum: Invitee irrevocably waives any objection based on venue or forum non conveniens with respect to any Claim arising under the Agreement or in any way connected to or related to or incidental to the dealings of Invitee and I of HP in respect of the Agreement or any related transactions, in each case whether now existing or hereafter arising and whether in contract, tort, equity or otherwise.
    7. Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any other any previous agreement, understanding or communications between the Parties related thereto.  Any terms and conditions appearing on a purchase order or other Invitee-generated form will have no force and effect, even if I of HP accepts or does not otherwise reject the purchase order or other Invitee-generated form.
    8. Personal Data: The Parties shall observe all statutory regulations governing the protection of personal data.
    9. Enurement:  The Agreement will be binding upon and enure to the benefit of the Parties hereto and their respective successors and permitted assigns.

 

These Terms and Conditions were last updated on July 20th, 2021.