General Terms And Conditions For Training
NOTICE: Delivery by Training Provider of any Course of training program is expressly conditioned on Customer’s agreement to these Terms and Conditions. Any additional or different terms proposed by Customer are expressly objected to and will not be binding upon Training Provider unless specifically accepted to in writing by Training Provider’s authorised representative.
1. Definitions
Unless otherwise defined in the Contract, the following terms shall have the following meanings throughout the Contract:
(a) “Affiliate” with respect to a party means an entity (including without limitation any individual, corporation, partnership, limited liability company, association or trust) controlling, controlled by or under common control with that party.
(b) “Attendees” means the persons nominated by Customer who will attend the Course.
(c) “Contract” means the agreement between Training Provider and Customer for the supply of training as formed by Customer accepting the Terms and Conditions expressed herein and making payment for the Training Course and/or Service package that the Customer signs up for.
(d) “Course” means any of the training course(s) to be supplied by Training Provider, its Affiliates or subcontractors to Customer under the Contract.
(e) “Course Date” means the date scheduled by Training Provider and accepted by Customer on which the course shall begin; such date may be specified in the Training Course that the Customer has signed up for or may be proposed separately by Customer.
(f) “Course Price” means the charges set out in the Training Course and/or Training Package and/or Service Package that the Customer has signed up for and made payment for.
(g) “Customer” means the entity to which Training Provider is providing the training and/or service under the Contract.
(h) “Online platform” means amlcorp.biz
(i) Service Package means the packages for services whether corporate training and/or consultancy and/or corporate services provided by Trainer.
(j) “Terms and Conditions” means the terms and conditions herein, that for an integral part of the Contract.
(k) “Training Provider” means AML CORPORATE SERVICES SDN. BHD. 202001040923 (1397244-U) Services and/or its affiliates and/or agents and/or representatives.
2. Obligations of Training Provider
2.1. Training Providers agrees to supply and/or provide and/or deliver the Course(s) and/or Service Package to Customer in accordance with all material respects of the Contract. Unless provided for in the Contract, the obligations of Training Provider shall be limited to the delivery of the Course at the training premise specified by Training Provider in the Contract and the delivery of the relevant training material(s) if any and/or the rendering of the Service Package.
2.2. Training Provider shall be entitled to subcontract the whole or any part of its obligations under the Contract and/or as states above in paragraph “2.1” to any third party and/or affiliate at the absolute discretion of Training Provider.
2.3. Unless otherwise agreed in writing, no Course or attendance thereto shall constitute the granting by Training Provider and/or its Affiliates and/or representatives and/or agents, of any certification, authorization or qualification unless specifically specified by Training Provider.
3. Confirmation of Course attendance
3.1. Customer shall confirm in writing its participation in any Course, indicating the number of Attendees (subject to any limits thereto in the Contract) and specifying any reasonable special requirements relating to any of the Attendees. Training Provider will endeavour to accommodate such special requirements if it is considered reasonable and practical to do so.
3.2. Should the Training Provider be unable to accommodate to the said special requirements then the Customer may request, in writing, to substitute the relevant Attendee with another.
3.3. The confirmation shall be submitted to the Training Provider through its online platform prior to the purchase of any Training Course and/or Service Package.
3.4. The Customer’s confirmation pertaining to further details of its Attendees, including but not limited to their identification details and/or as may be required and/or specified on the online platform shall be received by Training Provider at least one (1) month prior to the relevant Course Date. For avoidance of doubt the Customer may assign its Attendees to the relevant and/or available course(s) on the online platform before the expiration of one (1) year from the date of purchase of the relevant Course and at least one (1) month prior to the relevant and/or available course.
3.5. Customer may request, in writing to increase the number of Attendees in its chosen Course provided that the relevant request is received at least thirty (30) days prior to the Course date, subject at all times to the approval of the Training Provider and the payment of any additional charges stemming therefrom.
4. Course Attendance
4.1. Attendees are required to:
- Use the materials and equipment made available for the Course with the utmost care and diligence;
- Comply with the rules of conduct on the training premises, in particular with health, safety and accident prevention regulations, and follow any reasonable instructions of the instructor;
- Refrain from making video and/or audio recordings of training materials and/or training delivery by Training Provider.
4.2. Training Provider reserves the right to refuse to refuse to provide training to any Attendee and to request that the Attendee be removed from the training premises at any time if in the opinion of the Training Provider, the Attendee is (i) unfit or unsuitable for any reason to attend or complete the Course or (ii) the behaviour of the Attendee is in any way dangerous, offensive or would otherwise impede the proper course of the Course.
4.3. Customer shall be solely responsible for ensuring, through selection or otherwise, that each Attendee has the technical and language level necessary to follow the relevant Course in the language in which it is dispensed.
4.4. Failure by any Attendee to attend a Course as pre the relevant confirmation, for any reason whatsoever, shall not entitle Customer to any Course Price Reduction or any right to demand that the Course be dispensed anew for the benefit of the absent Attendee(s).
5. Postponement or cancellation of a Course
5.1. Customer may request, by giving Training Provider notice in writing, fifteen (15) days in advance of the Course, for the postponement of the Course provided that should a rescheduling charge be applicable then the same be paid by the Customer.
5.2. Customer may cancel a confirmed Course at any time, provided that, in such event, the Customer makes payment of cancellation charges should the same be applicable.
5.3. For the avoidance of doubt, in the event the Customer cancels the confirmed Course at any time, the Customer will not be entitled to a refund of any payment made by it vis-à-vis the Training Course. In this circumstance the Customer is entitled to reschedule the Training Course subject to the availability of the Training Provider.
5.4. Rights to further claims are reserved by Training Provider. This especially concerns cancellation costs for travel already booked to the Training premise or to any other agreed upon location.
5.5. Training provider reserved the right to cancel a Course or re-schedule a Course Date at any time and for any reasons provided that Training Provider shall endeavour to inform Customer as soon as possible of the cancellation or rescheduling and offer a new Course Date reasonably convenient for Customer.
6. Changes to the Courses
6.1. Training Provider reserves the right to make a change in the contents, relocate the site of the Courser and change the instructor(s). Training Provider may further develop or update the content of the Courses without prior announcement.
6.2. Training Provider will endeavour to accommodate reasonable requests of changes relating to a Course made by Customer after confirmation, if it is considered reasonable and practical to do so. In such case, Training Provider will be entitled to increase the Course Price by fifteen percent (15%). The Training Provider and Customer will discuss and agree in good faith the date, time and contents of the modified Course.
7. Training materials
7.1. Customer shall be responsible for making all travel arrangements and for bearing the full costs of all.
7.2. Training Provider shall provide each Attendee with training materials in the language specified in the Training Course subject to the Customer making payment for the same as forming part of the Contract.
7.3. Customer acknowledges that that the training materials provided by Training Provider are confidential and may not be disclosed to individuals other than the Attendees or used for any purposes other than for training purposes as contained in the Training Course. Under no circumstances may the whole or any part of the training materials be produced or copies in any form or translated into another language without the prior written consent of the Training Provider.
7.4. Customer acknowledges that the training materials provided by Training Provider do not constitute and/or form resolute authority on the subject matter of the Training Course and that the Training Provider has no obligation to provide to Customers and/or Attendees any update to the training materials after the related Course has been delivered.
7.5. The Training Provider will however as far as practicable seek to deliver update training materials during the delivery of the Course but is at no point under an obligation to do so.
8. Logistics
8.1. The following terms shall apply, if the Courses are held on Training Provider’s premises:
(a) No logistics services will be provided to the Attendees other than those expressly agreed to in writing between the Training Provider and the Customer subject to any applicable payment thereto being made by the Customer. Travel, accommodation, meal and other expenses incurred by the Attendees in relation to the Course in excess of what is provided for under the Contract.
8.2. The following terms shall apply, if the Courses are held on Customer’s premises:
(a) Customer shall provide fit, adequate and safe premises, training room (s), facilities and other necessary resources, including, but not limited to, whiteboard, overhead projector, video-projectors, etc;
(b) Customer shall provide Training Provider, its subcontractors, consultants, employees and/or Affiliates, in a timely manner, with access to the training facilities;
(c) Customer shall provide local co-ordination through a representative who shall be the official interface between the instructor and the Attendees;
(d) Training Provider will make all travel arrangements for its subcontractors, consultants, employees and/or Affiliates and Customer shall reimburse Training Provider for all reasonable travel expenses.
9. Prices, Payments and Taxes
9.1. Except as otherwise provided in the Contract, Customer shall pay Training Provider all Training Course and/or Service Package amounts in Ringgit Malaysia and without any set-off whatsoever (including without limitation, setoff under other contracts with Training Provider or its Affiliates).
9.2. Such payment is to be made by the Customer through the Training Provider’s online payment merchant portal available on the Training Provider. If such communication is late or does not occur, the Customer will compensate the Training Provider of any Provider’ online platform, thirty (30) days prior to the delivery of any Training Course and/or Service Package.
9.3. For avoidance of doubt, such payment amounts shall be inclusive of Sales and Service Tax (“SST”) and Training Provider may invoice Customer for travel costs at any time after completion of the Course.
9.4. If either contractual Party does not comply with the tax legislation of the country where the Courses are provided, the party in default (“Defaulting Party”) will indemnify the other (“Innocent Party”) for any cost, risk and responsibility, including, but not limited to, fees, taxes, duties, charges, penalties, legal expenses, and interest which the Innocent Party might suffer as a result of the Defaulting Party’s breach in compliance.
9.5. Where Customer benefits from any tax, fee or duty exemption applicable to the Training Provider and its Sub-Contractors, Customer agrees to provide Training Provider, without charge and before the execution of the contract with documentation acceptable to the taxing authorities supporting the tax or fee exemption and with instructions for Training Providers and its Sub-Contractors about the procedure to apply for the exemption.
9.6. Customer shall provide documentation acceptable to the taxing authorities supporting the tax, fee or duty exemption before the execution of the contract and before any billing event. Should the Training Provider be refused to have the right to apply for the tax or fee exemption, or should the Customer not send the Training Provider such documentation, the Training Provider shall invoice and the Customer shall pay unconditionally the applicable tax, fee or duty.
9.7. Customer will promptly inform Training Provider about the revocation, expiry or any other change to the mentioned exemption by means of written communication sent to Training tax, duty, fee and fine, penalties, interest and Court costs arisen for the Training Provider.
9.8. In addition to other remedies under the Contract, Customer shall pay interest to Training Provider at the rate of five percent (5%) per annum or the maximum amount permitted by applicable law, on all amounts not timely paid in accordance with the Contract.
9.9. Should the Course Price exceed RM500,000.00, upon request from Training Provider, Customer shall establish acceptable payment security which shall be determined by the Training Provider in accordance with applicable laws and shall at all material times be in the amount of the Course Price.
10. Confidentiality
10.1. Customer shall keep confidential and shall not disclose, without the prior consent in writing of Training Provider, any technical or commercial information which it has acquired during the Course or as a result of discussions, negotiations or other communications with Training Provider relating to the Contract.
10.2. Customer shall not hold itself out or permit any person to hold it out as being authorised by Training Provider or any of its Affiliates to provide any kind of services, including services related to the subject matter of the Course, and shall not do any act which might reasonably create the impression that is so authorised.
11. Warranties and liability
11.1. Training Provider will conduct the Course in accordance with the description made and/or provided on the online platform and will use reasonable endeavours to ensure that any Course provided is dispensed with reasonable skill and care and will follow personal injury or damage to property which is attributable to the acts or omissions of Customer, its employees, practices consistent with the professional standards in the industry.
11.2. The total liability of Training Provider, on all claims of any kind, whether in contract, warranty, indemnity, tort (including negligence), strict liability, or otherwise, arising out of or related to the Contract, or its performance or breach, shall not exceed the Course Price paid for the Course in respect of which the claim is made.
11.3. In no event, shall Training Provider and/or its subcontractors and/or Affiliates be liable for any loss of profits, and/or goodwill and/or for any special and/or indirect and/or consequential damages arising under the Contract in delivering the Course(s). This term shall prevail over any conflicting or inconsistent terms in the Contract, unless those terms further restrict Training Provider’s liability.
11.4. All conditions and warranties not expressly set forth in the Contract and whether expressed or implied are excluded to the fullest extent permissible by law. In particular but without limiting the generality of the foregoing, Training Provider shall not be liable for any practical use made by the Attendees, Customer or any agent or employee of Customer, of the information contained in the Courses or any related training material.
11.5. Customer shall indemnify Training Provider against all liabilities, costs, expenses damages and losses suffered or incurred by Training Provider arising out of or in connections with:
(a) Any breach of Customer, its employees, agents or subcontractors or any of the Attendees of any provisions of the Contract;
(b) Any negligence or other tortious conduct of Customer, its employees, agents or subcontractors or any of the Attendees; and
(c) Any claim made against Training Provider by a third party for death, agents or subcontractors or any of the Attendees.
11.6. Neither Party excludes or seeks to limit its liability in respect of death or personal injury, fraud, willful misconduct or gross negligence.
12. Force Majeure
Training Provider shall not be liable or be considered to be in breach or default of its obligations under the Contract 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 labour 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 Customer or Customer’s suppliers or agents. Training Provider shall notify Customer in the event of any such delay. The Course 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. Training Provider shall notify Customer, as soon as practicable, of the revised Course Date.
13. Governing Law and Dispute Resolution
Any dispute arising out of or in connection/relation with the Contract, including any dispute regarding its existence, validity or termination, shall be referred to and finally resolved by the Malaysian Courts.
14. General clauses
14.1. Training Provider may assign or novate its rights and obligations regarding the Courses, in part or in whole, either to one of its Affiliates or subcontractors without Customer’s consent. Customer agrees to execute such documents as may be necessary to effect the assignment or novation. Training Provider does not guarantee the performance of its subsidiaries and third parties after the assignment or novation takes effect, however the warranties and liabilities set out in Clause 11 above shall survive any such assignment and/or novation. The delegation or assignment by Customer of any or all of its duties or rights under this term, without Training Provider’s prior written approval shall be void. Training Provider shall have the right at all times to assign to third parties any and all credits under the Contract subject to prior notification in writing to the Customer.
14.2. The Contract 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’ authorised representatives. Any oral or written representation, warranty, course of dealing or trade usage not contained or reference herein shall not be binding on either Party. Each Party agrees that it has not relied on, or been induced by, any representations of the other Party not contained in the Contract.
14.3. The invalidity in whole or in part of any part of the Contract shall not affect the validity of the remainer of the Contract.
14.4. The Contract is for the benefit of the Parties and not for any third party and nothing herein confers any benefit or enforcement right on any third party.
14.5. The following Clauses shall survive termination of the Contract: Clause 7.3 (Training materials), Clause 9 (Prices, Payments and Taxes), Clause 10 (Confidentiality), Clause 11 (Warranties and liability), Clause 13 (Governing Law and Dispute Resolution); Clause 14 (General Clauses)