Terms and Conditions
Chapman & Co. Leadership Institute Organizational Culture Survey
Date: 6/15/2020
The Fine Print.
1. Applicability and Contract Price: These terms and conditions (referred to as “The Fine Print”) apply to any agreement for services between Client and Chapman & Co. Leadership Institute. The Fine Print, along with any proposal or other appendices and exhibits to such proposal that the parties may have entered into constitute the entire contract between the parties (“Agreement”). The Prices quoted include applicable federal, state, local or other taxes, including but not limited to sales and use taxes, but do not include turnover taxes, duties, fees, or other specific assessments which may be levied against the services, and Client agrees to pay any and all such taxes which Chapman & Co. Leadership Institute may be required by law to pay or collect on account of the performance of any services for Client.
2. Payments: Chapman & Co. Leadership Institute shall invoice Client in accordance with the applicable proposal or quotation, or no more frequently than monthly if a proposal or quotation does not specify a payment schedule. Client agrees to pay client the Contract Price set forth int eh Agreement and Client shall pay Chapman & Co. Leadership Institute within thirty (30) days of receipt of an invoice, or sooner if specified in a proposal or quotation. If Client is utilizing the “Free” Survey, client will not receive an invoice, but nonetheless agrees to be bound to the terms and conditions set forth in The Fine Print in exchange for use of the results of the survey.
3. Cancellation: Client may only cancel the Agreement by giving notice in writing to Chapman & Co. Leadership Institute of the cancellation. If Client cancels the Agreement more than four weeks prior to an event, Chapman & Co. Leadership Institute will refund 100% of the Contract Price that had been paid prior to that date. If Client cancels less than four weeks prior to an event, Client will be liable to pay costs for cancellation of airfare. Client will not be entitled to any refund, but Chapman & Co. Leadership Institute will give Client a credit to be applied towards a future Chapman & Co. Leadership Institute event, scheduled within three months.
4. Standard of Care: Chapman & Co. Leadership Institute shall perform its services in accordance with the standard of care provided by other professionals providing the same or similar services under the same or similar circumstances.
5. Intellectual Property: To the extent that Chapman & Co. Leadership Institute provides Client with written or electronic training materials, it grants Client certain limited rights to use electronic and tangible versions of such training materials. Chapman & Co. Leadership Institute retains exclusive rights, title, and ownership to the intellectual property rights applicable to the training materials. Training materials are protected by United States copyright laws and applicable international copyright treaties and/or conventions. All rights not specifically granted in a contract between Chapman & Co. Leadership Institute and Client are reserved to Chapman & Co. Leadership Institute.
Chapman & Co. Leadership Institute grants to each participant a personal, nonexclusive, nontransferable license to use training materials for the Participant’s own purposes. Training materials are intended solely for the use of the participant who registered and attended a specific Chapman & Co. Leadership Institute course. Client may not remove or obscure any copyright, trademark, or proprietary rights notices of Chapman & Co. Leadership Institute. Client may purchase a license to re-use training materials under a separate written agreement between Chapman & Co. Leadership Institute and Client.
Nothing in this Agreement grants any intellectual property rights to Client related to the Survey, any Survey questions or methodology.
6. Data Protection
6.1 Personal Data of Client’s team members
Chapman & Co. Leadership Institute may process personal data of Client’s team members for purposes described in the Chapman & Co. Leadership Institute Privacy Notice.
6.2 Survey Data
Chapman & Co. Leadership Institute may store and continue to process personal data that it has received during the Survey, including demographic information about the Client’s team members, as well as their responses, in the Chapman & Co. Leadership Institute normative database that is used for example for comparison purposes and for product development, as described in the Chapman & Co. Leadership Institute Organizational Culture Surveys Normative Database Privacy Notice. However, the Normative database does not include team member’s name, email address, employee ID number, IP address or company name.
6.3 Data Processing on Behalf of the Client
Further, when providing the Survey, Chapman & Co. Leadership Institute processes personal data on behalf of the Client, as “data processor”, in line with the Data Processing Addendum (when applicable). The categories of personal data that are processed are defined by the Client. Typically this includes Client’s team members’ contact details (e.g. name, email address, employee ID number, IP address), demographics (e.g. Client’s team members age, role, tenure, location, department and industry), as well as survey responses (including feelings and perceptions about the leader and other team members as well as team members themselves, and the Client organization as a whole).
6.4 Client’s Representations.
Client represents that at the time it provides it, it will have consent or other appropriate legal basis to provide Chapman & Co. Leadership Institute with its employees’ personal data and is in compliance with all applicable data privacy laws and regulations.
7. No Warranty. All Services and Materials are provided “as-is” and Chapman & Co. Leadership Institute disclaims ALL WARRANTIES, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.
8. Limitation on Damages: Chapman & Co. Leadership Institute shall not be liable for any consequences or incidental damages of any kind. This limitation on damages is intended to have the broadest possible application and is intended to apply to all disputes between Client and Chapman & Co. Leadership Institute that are directly or indirectly related to the contract between the parties. Chapman & Co. Leadership Institute’s liability to Client for damages, regardless of whether such damages are disclaimed herein, shall in no event exceed the Contract Price.
9. Termination:Either party may terminate this Agreement at any time upon written notice to the other party or for a material breach that is not cured within thirty (30) days of written notice to the breaching party.
10. Partial Invalidity: If any provision or portion of a provision of these Terms and Conditions of Sale is determined to be invalid under any applicable law, it shall be deemed omitted, and the remaining provisions and partial provisions hereof shall continue in full force and effect.
11. Governing Law And Venue For Legal Actions: The Agreement between Chapman & Co. Leadership Institute and Client, including the Fine Print, shall be interpreted and construed in accordance with the laws of the State of Missouri, USA. The exclusive jurisdiction for any legal proceedings involving the Agreement between Chapman & Co. Leadership Institute and Client, including these Terms and Conditions of Sale, shall be the state or federal courts located in St. Louis County, Missouri, USA. Client expressly consents to the jurisdiction and venue of such courts.
12. Changes: No changes of theAgreementshall be binding without the written consent of both parties.
13. Assignment: ThisAgreement benefits Chapman & Co. Leadership Institute, its successors and assigns. Chapman & Co. Leadership Institute may assign its rights under theAgreement, and the assignee and any subsequent assignee shall have all the rights and remedies of Chapman & Co. Leadership Institute under the Agreement. Neither the co Agreement nor the obligations thereunder may be assigned or transferred by Client unless separately agreed to by Chapman & Co. Leadership Institute, in writing. Any purported assignment by Client in violation of this provision shall be void as against Chapman & Co. Leadership Institute.
14. Entire Agreement:These terms and conditions, or “The Fine Print”, along with a fully executed proposal, constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous agreements, understandings, and arrangements (including any attached purchase order terms and conditions) between the parties relating to such subject matter.
15. Failure to Appear: Chapman & Co. Leadership Institute reserves the right to change or modify which Facilitators or other Chapman & Co. Leadership Institute team members participate in a given event, based on logistical, business or other reasons. If the Client has engaged Chapman & Co. Leadership Institute to provide multiple Experiences, sessions or events that occur on separate, distinct dates, unforeseen circumstances that prevent Chapman & Co. Leadership Institute from physically appearing at one or more of the Experiences, sessions or events, in which case, Client will receive a refund of funds only directly associated with the missed Experience, session or event.
