Terms & Conditions
1. Definitions
Unless otherwise defined in this Agreement, the following terms shall have the following meanings wherever used and for all purposes of this Agreement:
2. GTEC Obligations
2.1 The Agreement shall be formed upon acceptance in writing by Attendee/School/School District of the relevant Proposal. The Agreement expressly limits acceptance to these Terms and Conditions without regard to any conflicting terms and conditions contained in Attendee/School/School District. Any terms set forth or contained in Attendee/School/School District’s work order, purchase order or any other acknowledgment or documentation of Attendee/School/School District which are additional to or different from those contained herein shall be of no force and effect and any additions or different terms proposed by Attendee/School/School District are rejected unless agreed to in writing by an authorized representative of GTEC.
2.2 GTEC agrees to provide the Services and/or Event(s) to Attendee/School/School District in accordance with all material respects of the Agreement. Unless otherwise provided for in the Agreement, the obligations of GTEC shall be limited to the delivery of the Service and/or Event(s) at the agreed premises, Online source and time and the delivery of the relevant materials. All Services rendered or performed by GTEC shall be performed in a good and workmanlike manner consistent with the professional standards in the industry, using skilled and experienced personnel. GTEC shall be entitled to subcontract the whole or any part of its obligations under the Agreement to any third party which it may in its absolute discretion determine but any subcontracting shall not relieve GTEC of its obligations.
2.3 Unless otherwise agreed in writing, attendance alone shall not constitute the granting by GTEC, or by any of its Affiliates, of any certification, authorization, or qualification unless formally stated.
2.4 All conditions and warranties not expressly set forth in the Agreement (whether expressed or implied) are excluded to the fullest extent permissible by law. Without limiting the generality of the foregoing, GTEC shall not be liable for any reliance or practical use made by the, Attendee/School/School District or any agent or employee of Attendee/School/School District, of the information contained in the Event(s) or any related Event(s) material.
3. Attendees and Attendance
3.1 Attendee/School/School District shall confirm in writing to GTEC its participation in any Event(s). Attendee/School/School District shall indicate the number of Attendees (subject to any limits by GTEC) and notify of any reasonable special requirements relating to any of the Attendees (i.e. disabilities, medical conditions or other special needs). GTEC will endeavor to accommodate such special requirements if it is considered reasonable and practical to do so.
3.2 Attendee/School/School District may request, in writing, to increase the number of Attendees in an ordered Event(s), provided that the relevant request is received at least fifteen (15) Business Days prior to the Event(s) Date. Provided that classes should not exceed the maximum number of Attendees set forth in the Proposal, GTEC reserves the right to (a) refuse all or part of the increase for reasonable practical reasons; and/or (b) increase the Service Price.
3.3 Attendee/School/School District may request, in writing, to substitute an Attendee(s) in an ordered Event(s), provided that the relevant request is received at least one (3) Business Day prior to the Event(s) Date.
3.4 Attendee/School/School District shall be solely responsible for ensuring, through selection or otherwise, that each Attendee has the technical and language ability necessary to follow the relevant Event(s).
3.5 Attendees are required to: (a) use the materials and equipment made available for the Event(s) with the utmost care and diligence; (b) comply with the rules of conduct on the Event(s) premises, and follow any reasonable instructions of the instructor(s); and (c) not make any video and/or audio recordings and/or take pictures on the Event(s) premises or online without the prior written consent of GTEC.
3.6 Attendee to events hereby grant permission to the rights of image, likeness and sound of attendee’s voice as recorded on audio or video tape without payment or any other consideration. Attendee understands that the image may be edited, copied, exhibited, published or distributed and waive the right to inspect or approve the finished product wherein Attendee’s likeness appears. Additionally, attendee waives any right to royalties or other compensation arising or related to the use of the image or recording. Attendee also understands that this material may be used in diverse educational settings within an unrestricted geographic area. If this release is obtained for someone under the age of 19, then the signature of that person’s parent or legal guardian is also required.
3.7 GTEC reserves the right to refuse to provide Services to any Attendee and to request that the Attendee be removed at any time, if in the reasonable opinion of GTEC, (a) the Attendee’s behavior is in any way dangerous, offensive or would otherwise cause to be a distraction during the Event(s) and/or (b) the Attendee does not comply with the health and safety policies on the Event(s) premises.
3.8 GTEC assumes no responsibility for the safety of equipment or for harm done to laptops, telephones, other computing devices, security configurations and/or data files resulting from attendance to GTEC’s Event(s). Virus and security protection is the responsibility of the participant. GTEC may not provide technical assistance and no guarantee can be provided that equipment or software will work as intended.
4. Cancellation of the Services
4.1 Attendee/School/School District may request to cancel from an event, by giving GTEC notice in writing in adequate advance, of a confirmed or agreed Event. If the cancellation request is received by GTEC less than seven (7) calendar days prior to the Event Date, Attendee/School/School District shall pay fifty percent (50%) of the Service Price. If the cancellation request is received by GTEC less than three (3) calendar days prior to the Event Date, Attendee/School/School District is subject to a cancellation charge equal to one hundred percent (100%) of the Service Price.
4.2 If the Attendee/School/School District fails to request cancellation and complete the Event Date for one or more Event(s) included in the Agreement, such Event(s) shall be deemed cancelled and Section 4.1 above shall apply.
4.3 Failure by an Attendee to attend Event(s) as per the relevant confirmation shall not entitle Attendee/School/School District to any Service Price Reduction or any right to demand that the Event(s) be re-performed for the benefit of the absentee(s).
4.4 GTEC reserves the right to cancel a Service and/or Event(s) or reschedule an Event(s) Date at any time and for any reasons. GTEC shall endeavor to inform Attendee/School/School District as soon as possible of the cancellation or rescheduling, and in case of rescheduling, to offer a new Event(s) Date reasonably convenient for Attendee/School/School District. In case of cancellation, GTEC shall refund any amount of the Service Price paid in advance by Attendee/School/School District. Such refund shall be Attendee/School/School District’s sole remedy in case of cancellation by GTEC.
5. Changes
5.1 GTEC reserves the right to make changes in the content, relocate the site of the Event(s) and change the instructor(s). In particular, GTEC may further develop or update the content of the Event(s) without prior announcement.
5.2 GTEC will endeavor to accommodate reasonable requests of changes relating to a Service and/or Event(s) made by Attendee/School/School District, if it is considered reasonable and practical to do so and subject to mutual agreement as to the compensation for the requested change.
6. Event(s) Materials
6.1 GTEC shall provide each Attendee with appropriate Event(s) materials to complete the Event(s). All Event(s) materials will be supplied in English unless specific language translations are set forth in the Proposal.
6.2 Attendee/School/School District acknowledges that the Event(s) materials provided by GTEC are protected under copyright law and may not be disclosed to individuals other than the Attendees or used for any purposes other than for the Event(s) purposes agreed to under the terms of the Agreement. Under no circumstances may the whole or any part of the Event(s) materials be produced or copied in any form or translated into another language without the prior written consent of GTEC.
6.3 Attendee/School/School District acknowledges that GTEC has no obligation to provide to Attendee/School/School Districts any update to the Event(s) materials after the related Event(s) has been given.
6.4 All copyrights, design rights, patents, trademarks, trade secrets and other intellectual property rights ("IP Rights”) in and covering the Event(s) material, Event(s), Services or portions thereof prepared or developed by GTEC hereunder, shall belong solely and exclusively to GTEC or its licensors. GTEC does not grant a license, by implication or otherwise, under any of its IP Rights in and covering the Event(s) material to Attendee/School/School District Group.
7. Logistics
7.1 The following terms shall apply if Event(s) held at offsite location provided by GTEC, (a) no logistic services will be provided to the Attendees other than those expressly set forth in the Proposal and/or the Agreement, if any; and (b) Attendee/School/School District shall be responsible for making all travel arrangements and for bearing the full costs of all travel, accommodation, meal and other expenses incurred by the Attendees in relation to the Event(s). GTEC shall not be responsible for any of such non-refundable expenses in case of cancellation or rescheduling of the Event(s).
7.2 The following terms shall apply if Event(s) held Online provided by GTEC, (a) Login information will be sent to participants before session date and (b) Attendee/School/School District shall be responsible for all Computer, Tablet, Phone or other device needed by the Attendees in relation to successfully attending the Event(s).
8. Prices, Payments and Taxes
8.1 Except as otherwise provided in the Agreement, Attendee/School/School District shall pay GTEC all invoiced amounts in United States Dollars and without any set-off whatsoever (including, without limitation, setoff under other contracts with GTEC or its Affiliates). The Service Price does not include any tax, duty, fee, or charge, including but not limited to, GST and other sales, turnover, consumption or service taxes, or corporate income tax levied by any governmental authority other than GTEC's country of operation. Should any of such taxes be applied, they shall be for Attendee/School/School District’s account and such taxes shall be added to the Service Price.
8.2 GTEC shall be responsible for, and shall pay directly, any and all income taxes and individual taxes imposed on GTEC and its employees by the legislation of the country and/or performance of the Service and related to the execution of the agreement (the “GTEC Taxes”).
9. Confidentiality
9.1 Attendee/School/School District shall keep confidential and shall not disclose without the prior consent in writing of GTEC, any technical or commercial information which it has acquired during the Service and/or Event(s) or as a result of discussions, negotiations or other communications with GTEC relating to the Agreement.
9.2 Attendee/School/School District shall not hold itself out or permit any person to hold it out as being authorized by GTEC or any of its Affiliates to provide any kind of services, including services related to the subject matter of the Service and/or Event(s), and shall not do any act which might reasonably create the impression that it is so authorized.
10. Liability and Insurance
10.1 GTEC Group’s maximum aggregate liability for any and all claims of any kind, whether in contract, warranty, indemnity, tort (including negligence), strict liability, or otherwise, arising out of or in connection with this Agreement shall not exceed the Service Price paid for the Service in respect of which the claim is made.
10.2 In no event shall GTEC, (“GTEC” Group) be liable for any special, indirect or consequential losses or damages of Attendee/School/School District or for the respective loss of profits or revenue, loss or delay, business interruptions or delays, loss of or delay in classes or operating rights, cost of or loss of use of property, equipment materials and/or services, loss of reputation, or punitive damages, whether the same be deemed direct or indirect (“Consequential Losses”) arising under or in connection with the performance of Services pursuant to the Agreement. Accordingly, Attendee/School/School District shall at all times be responsible for and hold harmless, indemnify and release GTEC Group from and against all Consequential Losses of Attendee/School/School District.
10.3 Attendee/School/School District shall indemnify GTEC against all liabilities, costs, expenses, fines, penalties, damages and losses (including reasonable attorney’s fees) suffered or incurred by GTEC arising out of or in connection with: (a) any breach of Attendee/School/School District, its employees, agents or subcontractors or any of the Attendees of any provisions of the Agreement; (b) any negligence or other tortious conduct of Attendee/School/School District, its employees, agents or subcontractors or any of the Attendees; and (c) any claim made against GTEC by a third party for death, personal injury or damage to property which is attributable to the acts or omissions of Attendee/School/School District, its employees, agents or subcontractors or any of the Attendees.
11. Force Majeure
11.1 GTEC shall not be liable or be considered to be in breach or default of its obligations under the Agreement to the extent that performance of such obligations is delayed or prevented, directly or indirectly, due to causes beyond its reasonable control, including, but not limited to, (i) acts of God, acts (or omissions) of governmental authorities, fires, severe weather conditions, earthquakes, strikes or other labor disturbances, floods, risk of kidnapping, war (declared or undeclared), armed conflict, acts or threats of terrorism, epidemics, civil unrest, riot, delays in transportation, or car shortages; or (ii) acts (or omissions) of Attendee/School/School District or Attendee/School/School District’s suppliers or agents. GTEC shall notify Attendee/School/School District in the event of any such delay. The Event(s) Date shall be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of such delay. GTEC shall, as soon as practicable, establish a revised Event(s) Date.
12. Governing Law and Dispute Resolution
12.1 This Agreement shall be governed, construed, interpreted, enforced and litigated and the relations between the Parties determined in accordance with the laws of the State of Texas, not including, however, any of its conflicts of law rules which would direct or refer to the laws of another jurisdiction. Any and all disputes between the Parties arising out of this Agreement shall be resolved in the state or federal courts located in Houston, Texas, USA and the Parties hereby irrevocably submit to the exclusive jurisdiction of such courts.
13. General Provisions
13.1 Attendee/School/School District shall promptly notify GTEC in writing upon discovery of any occurrence or event which results in a breach or suspected breach of this Agreement.
13.2 This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. GTEC may assign or novate its rights and obligations in respect of the Agreement, in part or in whole, either to one of its Affiliates or subcontractors without Attendee/School/School District’s consent. GTEC shall remain liable for the performance of its subsidiaries and third parties after the assignment.
13.3 The Agreement represents the entire agreement between the Parties and no modification, amendment, rescission, waiver or other change shall be binding on either Party unless assented to in writing by the Parties’ authorized representatives. Any modifications or variations to the Agreement must be in writing and signed by an authorized representative of each Party. In the event of any inconsistency between the Proposal and these Terms and Conditions, the Proposal will prevail.
13.4 Any provision of this Agreement that is prohibited, unenforceable or contrary to any applicable law, rule or regulation shall be deemed to be modified to the extent necessary to render such provision valid and enforceable, and if such provision cannot be rendered valid and enforceable by limitation it shall be ineffective therein. The invalidity or unenforceability of any provision of this Agreement shall not impair or affect the validity of the remainder of the Agreement.
13.5 In the event of termination or expiration of the Agreement, the provisions pertaining to Article 6 (Event(s) Materials), Article 8 (Prices, Payments and Taxes); Article 9 (Confidentiality); Article 10 (Liability); Article 12 (Governing Law and Dispute Resolution); and Article 13 (General Provisions) or terms which, by their nature, are intended to survive termination or expiration of the Agreement, shall remain in full force and effect.
END
Unless otherwise defined in this Agreement, the following terms shall have the following meanings wherever used and for all purposes of this Agreement:
- “Agreement” means the agreement between Golding Touch Education Consulting and Attendee/School/School District for the supply of Services. The agreement, together with these Terms and Conditions and all other attached documents or documents incorporated by reference constitute the entire terms of the Agreement.
- “Attendee(s)” means the person(s) who will attend the Event(s).
- “Business Day(s)” means a day on which the banks in Houston, Texas are customarily open for business.
- “District” means a geographical unit for the local administration of schools.
- “Event(s)” means any of the event(s), classroom, Online, or relevant instructors to be supplied by GTEC.
- “Event(s) Date” means the date scheduled for the Event(s) to begin.
- “Attendee/School/School District” means the person, company or legal entity to which GTEC is providing the Services under the Agreement.
- “GTEC” means Golding Touch Education Consulting LLC, providing the Services/Materials/Consulting/etc., and its permitted assigns.
- “School” means any institution at which instruction is given, or services are provided.
- “Service(s)” means services provided by GTEC, including without limitation, Event(s) Consulting service(s), Developed Materials, or relevant permitted assignee(s).
- “Service Price” means the charges set out in the Proposal or Online payable by Attendee/School/School District to GTEC for the Services.
- “Terms and Conditions” means these terms and conditions, that form an integral part of the Agreement.
2. GTEC Obligations
2.1 The Agreement shall be formed upon acceptance in writing by Attendee/School/School District of the relevant Proposal. The Agreement expressly limits acceptance to these Terms and Conditions without regard to any conflicting terms and conditions contained in Attendee/School/School District. Any terms set forth or contained in Attendee/School/School District’s work order, purchase order or any other acknowledgment or documentation of Attendee/School/School District which are additional to or different from those contained herein shall be of no force and effect and any additions or different terms proposed by Attendee/School/School District are rejected unless agreed to in writing by an authorized representative of GTEC.
2.2 GTEC agrees to provide the Services and/or Event(s) to Attendee/School/School District in accordance with all material respects of the Agreement. Unless otherwise provided for in the Agreement, the obligations of GTEC shall be limited to the delivery of the Service and/or Event(s) at the agreed premises, Online source and time and the delivery of the relevant materials. All Services rendered or performed by GTEC shall be performed in a good and workmanlike manner consistent with the professional standards in the industry, using skilled and experienced personnel. GTEC shall be entitled to subcontract the whole or any part of its obligations under the Agreement to any third party which it may in its absolute discretion determine but any subcontracting shall not relieve GTEC of its obligations.
2.3 Unless otherwise agreed in writing, attendance alone shall not constitute the granting by GTEC, or by any of its Affiliates, of any certification, authorization, or qualification unless formally stated.
2.4 All conditions and warranties not expressly set forth in the Agreement (whether expressed or implied) are excluded to the fullest extent permissible by law. Without limiting the generality of the foregoing, GTEC shall not be liable for any reliance or practical use made by the, Attendee/School/School District or any agent or employee of Attendee/School/School District, of the information contained in the Event(s) or any related Event(s) material.
3. Attendees and Attendance
3.1 Attendee/School/School District shall confirm in writing to GTEC its participation in any Event(s). Attendee/School/School District shall indicate the number of Attendees (subject to any limits by GTEC) and notify of any reasonable special requirements relating to any of the Attendees (i.e. disabilities, medical conditions or other special needs). GTEC will endeavor to accommodate such special requirements if it is considered reasonable and practical to do so.
3.2 Attendee/School/School District may request, in writing, to increase the number of Attendees in an ordered Event(s), provided that the relevant request is received at least fifteen (15) Business Days prior to the Event(s) Date. Provided that classes should not exceed the maximum number of Attendees set forth in the Proposal, GTEC reserves the right to (a) refuse all or part of the increase for reasonable practical reasons; and/or (b) increase the Service Price.
3.3 Attendee/School/School District may request, in writing, to substitute an Attendee(s) in an ordered Event(s), provided that the relevant request is received at least one (3) Business Day prior to the Event(s) Date.
3.4 Attendee/School/School District shall be solely responsible for ensuring, through selection or otherwise, that each Attendee has the technical and language ability necessary to follow the relevant Event(s).
3.5 Attendees are required to: (a) use the materials and equipment made available for the Event(s) with the utmost care and diligence; (b) comply with the rules of conduct on the Event(s) premises, and follow any reasonable instructions of the instructor(s); and (c) not make any video and/or audio recordings and/or take pictures on the Event(s) premises or online without the prior written consent of GTEC.
3.6 Attendee to events hereby grant permission to the rights of image, likeness and sound of attendee’s voice as recorded on audio or video tape without payment or any other consideration. Attendee understands that the image may be edited, copied, exhibited, published or distributed and waive the right to inspect or approve the finished product wherein Attendee’s likeness appears. Additionally, attendee waives any right to royalties or other compensation arising or related to the use of the image or recording. Attendee also understands that this material may be used in diverse educational settings within an unrestricted geographic area. If this release is obtained for someone under the age of 19, then the signature of that person’s parent or legal guardian is also required.
3.7 GTEC reserves the right to refuse to provide Services to any Attendee and to request that the Attendee be removed at any time, if in the reasonable opinion of GTEC, (a) the Attendee’s behavior is in any way dangerous, offensive or would otherwise cause to be a distraction during the Event(s) and/or (b) the Attendee does not comply with the health and safety policies on the Event(s) premises.
3.8 GTEC assumes no responsibility for the safety of equipment or for harm done to laptops, telephones, other computing devices, security configurations and/or data files resulting from attendance to GTEC’s Event(s). Virus and security protection is the responsibility of the participant. GTEC may not provide technical assistance and no guarantee can be provided that equipment or software will work as intended.
4. Cancellation of the Services
4.1 Attendee/School/School District may request to cancel from an event, by giving GTEC notice in writing in adequate advance, of a confirmed or agreed Event. If the cancellation request is received by GTEC less than seven (7) calendar days prior to the Event Date, Attendee/School/School District shall pay fifty percent (50%) of the Service Price. If the cancellation request is received by GTEC less than three (3) calendar days prior to the Event Date, Attendee/School/School District is subject to a cancellation charge equal to one hundred percent (100%) of the Service Price.
4.2 If the Attendee/School/School District fails to request cancellation and complete the Event Date for one or more Event(s) included in the Agreement, such Event(s) shall be deemed cancelled and Section 4.1 above shall apply.
4.3 Failure by an Attendee to attend Event(s) as per the relevant confirmation shall not entitle Attendee/School/School District to any Service Price Reduction or any right to demand that the Event(s) be re-performed for the benefit of the absentee(s).
4.4 GTEC reserves the right to cancel a Service and/or Event(s) or reschedule an Event(s) Date at any time and for any reasons. GTEC shall endeavor to inform Attendee/School/School District as soon as possible of the cancellation or rescheduling, and in case of rescheduling, to offer a new Event(s) Date reasonably convenient for Attendee/School/School District. In case of cancellation, GTEC shall refund any amount of the Service Price paid in advance by Attendee/School/School District. Such refund shall be Attendee/School/School District’s sole remedy in case of cancellation by GTEC.
5. Changes
5.1 GTEC reserves the right to make changes in the content, relocate the site of the Event(s) and change the instructor(s). In particular, GTEC may further develop or update the content of the Event(s) without prior announcement.
5.2 GTEC will endeavor to accommodate reasonable requests of changes relating to a Service and/or Event(s) made by Attendee/School/School District, if it is considered reasonable and practical to do so and subject to mutual agreement as to the compensation for the requested change.
6. Event(s) Materials
6.1 GTEC shall provide each Attendee with appropriate Event(s) materials to complete the Event(s). All Event(s) materials will be supplied in English unless specific language translations are set forth in the Proposal.
6.2 Attendee/School/School District acknowledges that the Event(s) materials provided by GTEC are protected under copyright law and may not be disclosed to individuals other than the Attendees or used for any purposes other than for the Event(s) purposes agreed to under the terms of the Agreement. Under no circumstances may the whole or any part of the Event(s) materials be produced or copied in any form or translated into another language without the prior written consent of GTEC.
6.3 Attendee/School/School District acknowledges that GTEC has no obligation to provide to Attendee/School/School Districts any update to the Event(s) materials after the related Event(s) has been given.
6.4 All copyrights, design rights, patents, trademarks, trade secrets and other intellectual property rights ("IP Rights”) in and covering the Event(s) material, Event(s), Services or portions thereof prepared or developed by GTEC hereunder, shall belong solely and exclusively to GTEC or its licensors. GTEC does not grant a license, by implication or otherwise, under any of its IP Rights in and covering the Event(s) material to Attendee/School/School District Group.
7. Logistics
7.1 The following terms shall apply if Event(s) held at offsite location provided by GTEC, (a) no logistic services will be provided to the Attendees other than those expressly set forth in the Proposal and/or the Agreement, if any; and (b) Attendee/School/School District shall be responsible for making all travel arrangements and for bearing the full costs of all travel, accommodation, meal and other expenses incurred by the Attendees in relation to the Event(s). GTEC shall not be responsible for any of such non-refundable expenses in case of cancellation or rescheduling of the Event(s).
7.2 The following terms shall apply if Event(s) held Online provided by GTEC, (a) Login information will be sent to participants before session date and (b) Attendee/School/School District shall be responsible for all Computer, Tablet, Phone or other device needed by the Attendees in relation to successfully attending the Event(s).
8. Prices, Payments and Taxes
8.1 Except as otherwise provided in the Agreement, Attendee/School/School District shall pay GTEC all invoiced amounts in United States Dollars and without any set-off whatsoever (including, without limitation, setoff under other contracts with GTEC or its Affiliates). The Service Price does not include any tax, duty, fee, or charge, including but not limited to, GST and other sales, turnover, consumption or service taxes, or corporate income tax levied by any governmental authority other than GTEC's country of operation. Should any of such taxes be applied, they shall be for Attendee/School/School District’s account and such taxes shall be added to the Service Price.
8.2 GTEC shall be responsible for, and shall pay directly, any and all income taxes and individual taxes imposed on GTEC and its employees by the legislation of the country and/or performance of the Service and related to the execution of the agreement (the “GTEC Taxes”).
9. Confidentiality
9.1 Attendee/School/School District shall keep confidential and shall not disclose without the prior consent in writing of GTEC, any technical or commercial information which it has acquired during the Service and/or Event(s) or as a result of discussions, negotiations or other communications with GTEC relating to the Agreement.
9.2 Attendee/School/School District shall not hold itself out or permit any person to hold it out as being authorized by GTEC or any of its Affiliates to provide any kind of services, including services related to the subject matter of the Service and/or Event(s), and shall not do any act which might reasonably create the impression that it is so authorized.
10. Liability and Insurance
10.1 GTEC Group’s maximum aggregate liability for any and all claims of any kind, whether in contract, warranty, indemnity, tort (including negligence), strict liability, or otherwise, arising out of or in connection with this Agreement shall not exceed the Service Price paid for the Service in respect of which the claim is made.
10.2 In no event shall GTEC, (“GTEC” Group) be liable for any special, indirect or consequential losses or damages of Attendee/School/School District or for the respective loss of profits or revenue, loss or delay, business interruptions or delays, loss of or delay in classes or operating rights, cost of or loss of use of property, equipment materials and/or services, loss of reputation, or punitive damages, whether the same be deemed direct or indirect (“Consequential Losses”) arising under or in connection with the performance of Services pursuant to the Agreement. Accordingly, Attendee/School/School District shall at all times be responsible for and hold harmless, indemnify and release GTEC Group from and against all Consequential Losses of Attendee/School/School District.
10.3 Attendee/School/School District shall indemnify GTEC against all liabilities, costs, expenses, fines, penalties, damages and losses (including reasonable attorney’s fees) suffered or incurred by GTEC arising out of or in connection with: (a) any breach of Attendee/School/School District, its employees, agents or subcontractors or any of the Attendees of any provisions of the Agreement; (b) any negligence or other tortious conduct of Attendee/School/School District, its employees, agents or subcontractors or any of the Attendees; and (c) any claim made against GTEC by a third party for death, personal injury or damage to property which is attributable to the acts or omissions of Attendee/School/School District, its employees, agents or subcontractors or any of the Attendees.
11. Force Majeure
11.1 GTEC shall not be liable or be considered to be in breach or default of its obligations under the Agreement to the extent that performance of such obligations is delayed or prevented, directly or indirectly, due to causes beyond its reasonable control, including, but not limited to, (i) acts of God, acts (or omissions) of governmental authorities, fires, severe weather conditions, earthquakes, strikes or other labor disturbances, floods, risk of kidnapping, war (declared or undeclared), armed conflict, acts or threats of terrorism, epidemics, civil unrest, riot, delays in transportation, or car shortages; or (ii) acts (or omissions) of Attendee/School/School District or Attendee/School/School District’s suppliers or agents. GTEC shall notify Attendee/School/School District in the event of any such delay. The Event(s) Date shall be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of such delay. GTEC shall, as soon as practicable, establish a revised Event(s) Date.
12. Governing Law and Dispute Resolution
12.1 This Agreement shall be governed, construed, interpreted, enforced and litigated and the relations between the Parties determined in accordance with the laws of the State of Texas, not including, however, any of its conflicts of law rules which would direct or refer to the laws of another jurisdiction. Any and all disputes between the Parties arising out of this Agreement shall be resolved in the state or federal courts located in Houston, Texas, USA and the Parties hereby irrevocably submit to the exclusive jurisdiction of such courts.
13. General Provisions
13.1 Attendee/School/School District shall promptly notify GTEC in writing upon discovery of any occurrence or event which results in a breach or suspected breach of this Agreement.
13.2 This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. GTEC may assign or novate its rights and obligations in respect of the Agreement, in part or in whole, either to one of its Affiliates or subcontractors without Attendee/School/School District’s consent. GTEC shall remain liable for the performance of its subsidiaries and third parties after the assignment.
13.3 The Agreement represents the entire agreement between the Parties and no modification, amendment, rescission, waiver or other change shall be binding on either Party unless assented to in writing by the Parties’ authorized representatives. Any modifications or variations to the Agreement must be in writing and signed by an authorized representative of each Party. In the event of any inconsistency between the Proposal and these Terms and Conditions, the Proposal will prevail.
13.4 Any provision of this Agreement that is prohibited, unenforceable or contrary to any applicable law, rule or regulation shall be deemed to be modified to the extent necessary to render such provision valid and enforceable, and if such provision cannot be rendered valid and enforceable by limitation it shall be ineffective therein. The invalidity or unenforceability of any provision of this Agreement shall not impair or affect the validity of the remainder of the Agreement.
13.5 In the event of termination or expiration of the Agreement, the provisions pertaining to Article 6 (Event(s) Materials), Article 8 (Prices, Payments and Taxes); Article 9 (Confidentiality); Article 10 (Liability); Article 12 (Governing Law and Dispute Resolution); and Article 13 (General Provisions) or terms which, by their nature, are intended to survive termination or expiration of the Agreement, shall remain in full force and effect.
END
