Improve International Ltd trading under 5M Enterprises Inc
Terms and Conditions
A. Contract Terms
Improve International Ltd. and 5M Enterprises Ltd. and its Affiliates (hereinafter “We”, “Our”, “Ourselves” and “Us”) agree to provide the Services, as defined below, to a Delegate (also referred to as “You”) or its agent, under the following Terms and Conditions. By accepting this Agreement, either by clicking a box indicating your acceptance or by executing an order form that references this Agreement, or by using or accessing 5M Enterprises Inc. training material, and/or requesting or utilising our Services, you are deemed to have accepted these Terms and Conditions and are bound by them. These Terms and Conditions together with the registration form constitute the entire agreement between us and you and must be read together with any other documents explicitly agreed to be part of this Agreement. Any other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law unless their inclusion is expressly agreed in writing by us.
In these terms and conditions unless the context otherwise requires:
“Agreement” means: the Terms and Conditions together with the “Registration form”.
“Associates” means: directors, officers, employees, servants, partners, agents and related bodies corporate of the party specified.
“Affiliates” means all companies of the Benchmark Group under Improve International Ltd or 5M Enterprises Ltd as parent undertaking or subsidiary.
“Charges” means the course fees described on the registration form for a Course.
“Claim” includes any claim, demand, suit, action or proceeding.
“Confidential Information” means information, be it confidential, proprietary or non-public (including financial information), ideas, concepts, data, data compilations, business plans, financial data and modeling, research, reports, formulae, protocols, techniques, methods, processes, plans, strategies, know-how, drawings, technical designs, diagrams, specifications, materials and documents in any form or medium, directly or indirectly furnished or made available, concerning the science, business, business opportunities, activities and/or operations, including without limitation, current and future (i) products, research and development activities, including clinical trials and results; (ii) intellectual property (including without limitation patents, copyrights, inventions, processes, compounds, discoveries, formulae, technology, trademarks, trade secrets, computer software, databases, and documentation); (iii) investors, manufacturers, suppliers, vendors, competitors, and customers; and (iv) legal and regulatory activities (to the extent such legal and/or regulatory activity is not already public by its nature and content), communications, approvals.
Confidential Information does not include information which (i) is in the possession of the recipient Party at the time of disclosure hereunder as evidenced by adequate written records; (ii) prior to or after the time of disclosure becomes public knowledge, not as a result of any inaction or action of the recipient Party; (iii) was received by the recipient Party from a third party having a right to disclose it; (iv) is developed by or for the recipient Party independently of disclosures hereunder, as evidenced by adequate written records; or (v) the recipient Party is compelled to disclose by law or a court of competent jurisdiction.
“Course” means a training or educational course as described on our registration form.
“Delegate” means the person registered to attend a Course or their substitute as notified in advance to us.
“Excluded Loss” or “Loss” means:
- all special loss whether or not the possibility of such loss arising on a particular breach of contract or duty has been brought to our attention at the time of making this contract; and/or
- loss, corruption or destruction of data; and/or
- third party loss, loss of profits, business, opportunity or anticipated savings, whether incurred directly or indirectly; and/or
- any indirect or consequential damage whatever, either in contract, tort (including negligence) or otherwise.
“Force Majeure Events” means matters beyond our reasonable control, including, but not limited to Acts of God, fire, lightning, explosion, war, disorder, flood, industrial or transport related disputes, weather of exceptional or unusual severity, failures or interruptions of electricity supplies, acts of local or central government or other authorities.
“Insolvency Event” means the occurrence of any one or more of the following events:
- an application is made to a court for an order that a party be wound-up, declared bankrupt or that a provisional liquidator or receiver or receiver and manager or like officer be appointed to it or in relation to any of its assets;
- a party enters into an arrangement or composition with one or more of its creditors, or an assignment for the benefit of one or more of its creditors;
- a party is unable to pay its debts as and when they fall due or is deemed to be insolvent under any law;
- a party ceases to carry on business or threatens to do so; or
- anything occurs under the law of any jurisdiction which has a substantially similar effect to any of the above paragraphs of this definition.
“Interest” means interest calculated per annum on the outstanding balance at the Federal Reserve Bank of the United States of America Federal Funds Rate plus 7%.
“Service” means a non-exclusive Course or any other service you have ordered from us as set out in the course description or other agreed document.
When you order a Service from us you have the right to withdraw your instructions, without charge, at any time within seven days afterwards. This right will cease, however, if the Service is to be provided less than 30 days from your order. By the act of placing an order with us on behalf of a Delegate or other entity, you represent and warrant that you have ostensible authority from such entity to do so.
We will aim to provide the Service in accordance with any dates agreed with you. However, any dates quoted for the provision or start and/or completion of the Service are approximate only and we shall not be liable for any delay in relation to the same whatsoever.
You must pay in full the Charges which are charged by us for the Service ordered.
Except in exceptional circumstances, payment is to be made in advance for all courses and Services to you, and in any event at least 14 days prior to the provision or start date of the Services. We reserve the right to cancel a place in a Course or module of a Course if payment has not been received in accordance with this paragraph. In the event of late payment we reserve the right to charge Interest on the outstanding balance.
E. Our obligations
We agree that we will:
- Provide the service with reasonable skill and care.
- Keep confidential any confidential information you provide to us.
- Provide adequate security in accordance with the General Data Protection Regulation (GDPR) for any personal data that you provide to us.
- Act only in accordance with your instructions in relation to any personal data that you provide to us and keep a secure record of your personal data for the minimum and necessary relevant period according to a fair, lawful and transparent principle.
We will always aim to provide the Service in accordance with any dates agreed with you. In the event of cancellation of the Service we will aim to notify you via your provided contacts as quickly as possible. However, any dates quoted for the provision or start and/or completion of the Service are approximate only and we shall not be liable for any delay or cancellation in relation to the same whatsoever.
F. Your obligations.
You agree that you will cooperate fully with us in relation to the provision of the Service and ensure that any of your employees, in occurring case, do the same.
You agree to use our Services:
- Only for lawful purposes and in compliance with all applicable state, federal, or international laws, regulations, or other government requirements;
- not to transmit any material that encourages conduct that could constitute a violation of such laws, regulations or requirements;
As a condition of your use of our Website and the services and products therein, you warrant to Us and our Associates that you will not use our website for any purpose that is unlawful or prohibited by these Terms and Conditions. You may not use our website in any manner that could damage, disable, overburden, or impair our website or interfere with any other party’s use and enjoyment of the website. You may not use the 5M Enterprises Inc website in any manner that could jeopardize your safety or the safety of others, including texting, streaming, e-mailing, or surfing the 5M Enterprises Inc website while driving, running, or participating in other activities that require your attention to safety.
By placing an order with us on behalf of a Delegate or other entity, you represent and warrant that you have sufficient authority from such company or entity to do so.
G. Use of E-mail
We routinely communicate via email unless we have been specifically requested not to do so or it is clearly inappropriate. Our computer systems are regularly virus checked. Whilst we use all reasonable endeavours to prevent the transmission of known viruses, you should check all incoming electronic messages for viruses and use virus protection software to monitor your files, electronic messages and their attachments.
We can terminate this Agreement if you or the entity on whose behalf an order for Services has been placed with us, is subject of a bankruptcy order (or the equivalent in any other jurisdiction) or subject of an Insolvency Event or make any arrangement or composition with, or an assignment for the benefit of, your creditors or if any of your assets are the subject of any form of seizure. If you are a company, we can terminate this Agreement forthwith if you go into liquidation, either voluntary or compulsory, or if a receiver or administrative receiver or administrator is appointed.
In addition to our termination rights set out above, we may at any time and at our sole option either suspend the Service under this contract or terminate this contract immediately if you breach any term of this Agreement or any fee or Charge remains unpaid by you before the commencement date of your course/Service.
The failure of a party to comply with any provision of these terms and conditions shall not constitute a waiver of such provision and shall not be considered a waiver or limit that party’s right thereafter to insist upon strict compliance with that provision or any other term of these terms and conditions.
You have the right to withdraw your order with us, without any charge, at any time within seven days after placing the order, unless the Service is already provided within that time period.
We accept liability for our own negligence (if any) in the supply of the Service. This, however, is limited to the extent stated in this clause.
Nothing in this contract shall be construed as restricting or excluding our liability for death or personal injury resulting from our negligence or for fraud or, to the extent that such rights may not be contracted out of, as affecting the statutory rights of any person dealing as a consumer.
Subject to clause above, we shall be liable to you in respect of all direct loss or damage caused by our negligence and those of our Associates and Affiliates, other than Excluded Loss.
For the avoidance of doubt, in no event shall either party be liable to the other for any indirect or consequential loss of any nature and howsoever caused.
We do not have any implied obligation, duty or liability in contract or tort (including negligence) or any other theory of law other than those explicitly stated in this Agreement.
If any goods or services supplied pursuant to this Agreement are supplied to the customer as a ‘consumer’ of goods or services within the meaning of that term in the Consumer Law as amended or relevant state legislation (“the Acts”), the consumer will have the benefit of certain non-excludable rights and remedies in respect of the goods or services and nothing in these terms and conditions excludes or restricts or modifies any condition, warranty, right or remedy which pursuant to the current legislation is so conferred.
However, if the goods or services are not ordinarily acquired for personal, domestic or household use or consumption, pursuant to current Consumer Law and similar provisions of relevant state legislation we limit the liability of ourselves and our Associates to:
- in respect of goods – payment of an amount equal to the lowest of:
- the cost of replacing the goods or supplying equivalent goods;
- the cost of repair of the goods;
- the cost of having the goods repaired or replaced;
- in respect of services:
- the supplying of the services again; or
- the payment of the cost of having the services supplied again.
- in respect of goods – payment of an amount equal to the lowest of:
Our total liability and our Associates and Affiliates for any loss or damage arising out of or in relation to the Services, whether arising pursuant to the Agreement or in tort (including negligence) or under any theory of law whatsoever or in any other cause of action, is limited to the amount of the Charges under this Agreement at the date when such liability arises, subject to any statutory rights of the consumer.
If you are a California resident, you waive California Civil Code §1542, we will not be liable to you for any lost profits or other consequential, special, indirect, or incidental damages arising out of or in connection with these terms and conditions, even if we have been advised of the possibility of such damages.
We do not give any guarantee or warranty or make any representation of any kind, express or implied, with respect to use of our Services other than those implied by the Acts.
Any claims arising in connection with the use of our website and any content therein must be brought within one (1) year of the date of the event giving rise to such action occurred.
It is your responsibility to properly use our website and protect your login information, including your username and password, from use by third parties.
Our courses are intended for the education of veterinary professionals only and are not intended to be a substitute for professional veterinary advice, diagnosis, or treatment. We do not accept responsibility for anyone acting as a result of information in, or views expressed on, our training courses including course materials. Opinions expressed are those of individual trainers and not necessarily those of Improve International Ltd and 5m Enterprises Inc. Delegates should take professional advice when dealing with specific situations. Delegates are responsible for confirming all medical information such as drug doses and medical accuracy against veterinary literature as needed.
Should a Delegate require an invitation letter from us, we are able to provide this as long as full payment of the training course fee has been received. We are not able to act on behalf of the delegate and we are not responsible for any costs incurred by failure to obtain a full visa.
J. Warranty and disclaimer
We ensure that all our training services are delivered diligently and in a good, workmanlike, timely and professional manner consistent with industry standards. We do not accept responsibility for recognition with each State board regarding the continuing education (CE) in veterinary medicine requirements and delegates should verify recognition and requirements with their board(s).
The training services will be performed as described in the individual programs. We shall provide such speakers to present the training course as it, in its sole discretion, deems fit and we shall be entitled at any time to substitute any trainer with any other person who, in our sole discretion, deem suitably qualified to present the relevant course.
We do not warrant that the provision of any content online will always be available or be uninterrupted, timely or error free, that defects will be corrected or that such content is secure or free from bugs, viruses, errors and omissions.
Both Parties agree to defend, indemnify, and hold harmless the other Party and its parents, subsidiaries, Affiliates, managers, directors, officers, agents and employees from and against any demands, damages, or liabilities (including reasonable attorneys’ fees and costs at arbitration, through trial or on appeal) arising from a third party claim that the indemnifying Party caused bodily injury (including death) or damaged real or tangible personal property.
L. Ownership and intellectual property rights
Unless otherwise noted, the materials and works contained on our courses and website, including trademarks and logos, are owned by us. By registering for or otherwise ordering a Course or any other Services, you agree and acknowledge that the training materials are protected by U.S. and international copyright laws. Therefore, you cannot reproduce, distribute, create derivative works of, or publicly display/perform such materials. In addition, you agree not to use the company’s training materials, including but not limited to the concepts and ideas expressed in the training, to create a competing product/service.
M. Force majeure
We are not liable for any breach of the Agreement or damage caused by Force Majeure Events or other matters beyond our reasonable control, including, but not limited to industrial or transport related disputes, weather of exceptional or unusual severity, acts of local or central government or other authorities, war, flood, fire or interruption of electricity supply.
Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified under this provision to the party giving the notice.
If any provision or term of this Agreement or any part thereof shall become or be declared illegal, invalid or unenforceable for any reason whatsoever, such provisions or terms shall be divisible from the Agreement and shall be deemed to be deleted from this Agreement. If such deletion substantially affects or alters the commercial basis of this Agreement, parties shall negotiate in good faith to amend and modify the provisions or terms of this Agreement to give it maximum legal validity. The other provisions of this Agreement shall nonetheless remain in full force and effect.
This contract excludes and/or supersedes any previous statements or agreements between us whether written or oral relating to the provision of the Service. Neither party will bring any legal action under this Agreement more than two (2) years after cause.
Who you are contracting with under these Terms & Conditions, who you should direct notices to under these Terms & Conditions, what law will apply in any lawsuit arising out of or in connection with these Terms & Conditions, and which courts have jurisdiction over any such lawsuit, depend on where you are domiciled and are described in the table below:
|If you are domiciled in:||You are contracting with:||Notices should be addressed to:||The governing law is:||The courts having exclusive jurisdiction are:|
|The United States of America, Mexico or a Country in Central or South America or the Caribbean||5m Enterprises Inc.||141West Jackson Blvd, Suite 300A, Chicago, IL 60604, USA||Illinois and controlling United States federal law||Chicago, Illinois|
|Australia||Improve International Australia Pty Ltd||PO Box 59, Kenmore, QLD, 4069||Australia||Queensland, Australia|
|A country in Europe, the Middle East or Africa, Canada, a Country in Asia or the Pacific region||Improve International Ltd||Alexandra House, Whittingham Drive, Wroughton, Swindon, SN4 0QJ, UK||United Kingdom||English Courts|
Dispute resolution: arbitration. In the event of any controversy or claim arising out of or relating to these Terms & Conditions, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of 60 days, any unresolved controversy or claim arising out of or relating to these Terms & Conditions shall proceed to binding arbitration under the Rules of Arbitration of the International Chamber of Commerce.
The parties shall seek to mutually appoint an arbitrator. If the parties cannot agree on a single arbitrator, then there shall be three (3) arbitrators: one selected by each party, and a third selected by the first two. Arbitration will take place in the city where the courts have jurisdiction under the table set forth in this Clause. All negotiations and arbitration proceedings pursuant to this Clause will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions. The language of the arbitration shall be English.
O. Rule of Construction
It is expressly agreed by the parties that the rule of construction that a document should be more strictly interpreted against the person who drafted it shall not apply to any provision.
P. Our right to amend these terms and conditions
We have the right to revise and amend these terms and conditions from time to time without prior notice. Modifications are effective immediately upon being posted on our website. Your continued use of our website and the Services and products therein after any amendments are posted constitutes your acceptance of the modifications.
Q. Specific terms and conditions in case of registering for a Course
The terms and conditions in this clause do apply specifically for persons or entities that have registered for a Course. They will apply besides the general terms and conditions under A to P above.
- The delegate agrees to pay for the Course in full, as described on the registration form. If for any reason (such as inadequate numbers of registrants) a course is not run, any registration fee will be refunded in full, however, other expenses incurred by delegates such as any pre-booked travel expenses are excluded.
- All cancellations by delegates must be made in writing. A cancellation fee of 20% of the total registration fee will be made for cancellations 7 days after payment and up to 31 days before the start of the Course. Refunds will not normally be made for cancellations within 30 days of the start of the course. Any claims for refunds should be made in writing to Improve International Ltd, Improve Australia Pty Ltd or 5M Enterprises Inc .
- If a student fails to attend class, the full Charge remains due and payable. No credit will be issued under these circumstances.
- Delegates may substitute another person in place of themselves for a Course or module but they must notify us in advance of the name so that the delegate register accurately reflects attendance.
- Delegates must inform us in writing, allowing 14 days’ notice, if they cannot attend or wish to change venue for a particular module. Failure to do so may result in a nominal fee being levied to cover venue costs incurred. Attendance of a missed module is subject to the receipt of a written request and that a similar, alternative module is available within the following 12 month period.
- We may in our sole discretion charge a modular cancellation fee in respect of cancellations giving less than 14 days’ notice. This fee will only be payable prior to attending a missed module at another date in the future. No refunds will be made in relation to missed or cancelled modules.
- Delegates must ensure that we are notified of any changes in their contact details. We cannot be held responsible for non-notification of course changes if up to date details have not been provided.
- Our main venues are covered by General Liability insurance. Delegates are required to ensure that they themselves have appropriate insurance in place, such as but not limited to general liability insurance and travel cover, auto insurance, particularly if the course involves visits to other centres/ facilities, for example for practical sessions, and if desired.
- We will exercise reasonable endeavours to ensure that speakers will be suitably experienced in their subject. We reserve the right, under exceptional circumstances, to alter the venues, dates or speakers of courses. Under such circumstances, we will give maximum possible notice to Delegates.
- Replacement notes are available for an additional charge dependent upon the costs incurred in reprinting.
- Delegates should be aware of the potential personal risks involved when attending Courses involving surgical instruments and /or live animals and should ensure that they have adequate insurance coverage such as General Liability Insurance, Travel cover and Auto Insurance. All Courses are booked by or for the delegate on the understanding that surgical instruments and live animals are potentially dangerous and participation is undertaken by the delegate at their own risk.
- We do not give any guarantee or warranty or make any representation of any kind, express or implied, with respect to use of the Services other than those implied by the Acts.
- Vehicles are parked at the owner’s risk at all venues. Improve International will not accept any liability for loss or damage to vehicles.
- Personal possessions and valuables are the responsibility of the delegates at all times and at all venues we will not accept any liability for the loss of or damage to personal possessions and valuables.
- We may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation or other document relating to the provision of the Courses without any liability to the delegate.
- We may at any time, without notifying the Delegate, make any changes to the courses which are necessary to comply with any applicable safety or other statutory requirements or which do not materially affect the nature or quality of the Courses.
- We make no warranty or representations as to results to be attained by attending a Course.
We are committed to protecting your privacy. If you have any requests concerning your personal information or any queries with regard to our processing please contact us at:
What we may collect:
- Name and job title
- Professional ID
- Contact information including phone and email address
- Demographic information such as postcode, preferences and interests
- Other information relevant to surveys, special offers, delegate support (“your information”).
By placing an order for Services you consent to:
- our retention of your information on our database for a minimum period of 12 months after you have placed such order and keep a secure record of your personal data for the minimum and necessary relevant period according to a fair, lawful and transparent principle;
- the disclosure of your information by us:
- to our professional advisers when strictly necessary;
- to other parties to whom we are required by law to disclose information or authorised to disclose information; and
- for the purpose of implementing these terms and conditions.
We require this information to understand your needs and provide you with a better Service, in particular for the following reasons:
- Internal record keeping.
- Legal requirements such as the ones for accountancy.
- We may use the information to improve our products and Services.
- Delivery of learning materials, notes and product support.
- If you consent, we or associated third parties may periodically send you promotional emails about new products, special offers or information which we consider you may find interesting, using the email address you have provided.
Unless we receive an unsubscribe or opt-out notice from you, your consent includes the consent that your information is being passed to and used by all Improve International companies including those with whom it is working in association with i.e. those that support such courses. We will never pass your personal information to anyone else, except where we are required or permitted to do so by law.
We are committed to ensuring that your information is secure. In order to prevent unauthorised access or disclosure, we have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information we hold.
We always aim to provide a high-quality experience for all our delegates. However, if you have a complaint about any part of a course you have attended we want to hear from you so that we can improve our programmes.
– Please phone us on 01 786 485 1305.
– Or write to us at: 141West Jackson Blvd, Suite 300A, Chicago, IL 60604, USA
– Or email us at: firstname.lastname@example.org
We will try to resolve your complaint as soon as it is received. If it requires more investigation on our part we will acknowledge your complaint within 3 working days of receiving it and aim to respond fully within 10 working days.
5M Enterprises Inc
Revises as of 01 October 2018