Terms of Service
1.1. Courses: Compliance inSight Consulting Inc. ("CIC") is a provider of technical development training courses and related materials and products ("Courses"). Courses can be delivered via the world-wide-web (‘the Web’) through the “CIC Training Centre” website, in-house at your premises, or at public venues. Courses may be customised (‘Custom Courses’) or standard (‘Standard Courses’).
1.2. Course Details: Details of the Courses available from CIC are set out on the website www.complianceinsight.ca and on the CIC Training Centre website, training.complianceinsight.ca, as defined below.
1.3. Terms apply to all Courses: The following terms and conditions (‘these Terms’) shall be incorporated into all agreements for the provision of Courses.
2.1. Definitions: In these Terms, the following expressions shall have the meanings set against them unless the context is inconsistent therewith:
(a) "Course Materials" means any documentation, articles, web pages, online modules or consulting project materials provided as part of a Course;
(b) “CIC Training Centre” is the trading name of CIC, whose registered office is at 145 Deer Ridge Drive, Kitchener, Ontario N2P 2K9, Canada.
(c) "Live Courses" means Courses delivered face-to-face by CIC consultants or employees;
(d) "On-Line Courses" means Courses delivered via the website;
(e) ‘You’ means any person who uses the website or whose order for Courses is accepted by CIC.
(f) "Website" refers either to the website at www.complianceinsight.ca/training or training.complianceinsight.ca, a service provided by CIC, or any other website controlled by CIC.
2.2. Delivery: "Delivery" means the time when Live Courses have commenced, or when Remote Course Materials have been delivered, or when access to Online Course modules has been granted.
3. YOUR ACCEPTANCE OF THESE TERMS
3.1. Acceptance: By registering to use the Website or by otherwise agreeing to be supplied with the Courses, you agree to be legally bound by these Terms, and that your use of the Website and the Courses will be on these Terms alone.
3.2. Amendment: CIC reserves the right to change these Terms from time to time. You are responsible for regularly reviewing these Terms and any amended terms posted on the Website or otherwise notified to you. Your continued use of the Website and/or the Courses constitutes your agreement to these Terms as amended. CIC will be bound by any amendment to these Terms only to the extent that such amendments have been approved in writing by a Director of CIC.
4.1. Price List & Changes: Except as otherwise expressly agreed by CIC in writing, the price of each Course shall be the price listed on the CIC course Website (courses.compliancinsight.ca) at the date of purchase. Save as otherwise expressly stated by CIC, the listed price excludes taxes where applicable. The price of each Course is subject to change at any time at CIC’s sole discretion prior to the date of purchase. You must check the Website or other published price list for the current prices before ordering any Courses.
4.2. Quotations: Quotations for Customised Courses are given on the basis of reasonable assumptions about costs. Notwithstanding any quotation, CIC may increase the invoiced price of Customised Courses in proportion to the difference between assumed costs and the actual costs (whether direct or indirect) incurred by CIC in the development, production or supply of the Customised Courses up to the date on which they are presented or delivered. All quotations for the supply of Customised Courses shall be valid for thirty (30) days from the date of the quotation by CIC. CIC reserves the right to alter prices after this date without giving prior notification.
4.3. Expenses: The following expenses (if incurred) shall be charged to you as separate items unless otherwise indicated in our quotation or agreement:
(a) production of Course Materials;
(b) cost of carriage of goods to support Customised Courses and all Customised Course Materials;
(c) any additional costs such as the rental of equipment, the venue, or the cost of any extra consultancy and/or training time;
(d) any other additional costs (e.g. consultant travel costs, accommodation etc.);
(e) any additional material written for you in connection with your use of the Website;
(f) any additional programming or customisation of any website, branding, the creation of chat room facilities, forums, or other special features;
(g) costs of administering website users;
(h) annual website and other maintenance and update charges.
4.4. Taxes: Canadian residents are subject to applicable GST/HST sales tax. Students located outside Canada are responsible for remitting any applicable taxes to their local tax authorities.
5.1. Time of Payment: Payment for all Online Courses shall be made at the time of enrolment in the course. Payment for Live Courses shall be made at the time the course is booked unless other arrangements are made as part of the sale of the Course.
5.2. Interest: If for any reason payment is not made within the terms as set out above, you agree to pay an interest charge at the rate of 5% per year over the TD Canada Trust base rate during the period from date of Delivery to the date of actual payment of the amount due.
5.3. Method of Payment: Payment for all Courses shall be made in Canadian Dollars (or such other currency as agreed between You and CIC) by credit or debit card or such other method as may be specified by CIC (for retail purchases). Corporate purchases via Purchase Order are invoiced at the time of booking.
5.4. Security: For payment with Credit Card, CIC uses all reasonable efforts to safeguard the confidentiality of your credit or debit card details such as encryption technology and firewalls. However, "perfect" security does not exist on the Internet. Your credit card number and contact information will be provided to Stripe Merchant Services or the relevant credit card company from time to time ("the Credit Card Company"). The Credit Card Company has its own privacy and data collection practices and CIC has no responsibility or liability for these independent practices. This does not apply for Corporate Purchases being invoiced.
6. CODE OF CONDUCT
6.1. Subject to the Online Training Services Policy (10.2.5.3), users the website are expected to act in accordance with the Code of Conduct. Failure to abide by the Code of Conduct may result in termination of the user's access rights to the website.
7. ACCEPTANCE & CANCELLATION OF ORDERS FOR RETAIL/INTERNET PURCHASES ONLY
7.1. Offer and Acceptance: Neither the Website nor the CIC Training Centre price lists constitute legally binding offers:
(a) CIC is under no obligation to accept your order for an On-Line Course or any other Course.
(b) Acceptance of your order shall take place only when CIC dispatches its acceptance of your order to you.
7.2. Cancellation Right: You have the right in accordance with Ontario Law to cancel any Contract made between us, which includes contracts made exclusively by means of the Internet, e-mail, telephone or other means of communication. In accordance with the Ontario Law, notice of cancellation must be received by us during the Cancellation Period, which is the period ending on the expiry of TEN (10) WORKING DAYS beginning with the day after the day on which the contract was concluded. In the event that a contract is cancelled pursuant to the law, you will be responsible for returning any Course Materials to us in accordance with our Returns Procedure set out in Clause 8 of these Terms.
7.3. Limit on Cancellation Right: Except as otherwise agreed between you and CIC, and in accordance with Ontario law, you will not be able to cancel the contract once Delivery of the services has begun.
8. WITHDRAWAL PROCEDURE
8.1 Withdrawal from a course or program is subject to the Online Training Services Policy, 10.2.5.3.
9. RETURNS PROCEDURE
9.1. In addition to the provisions of the Online Training Services Policy 10.2.5.3, the following provisions may also apply.
9.2. Returns Procedure: Where CIC has sent out course specific material, we will accept Course Materials for return only if:
(a) You cancelled the relevant Contract within the Cancellation Period as defined in clause 6.2 or;
(b) The Course Materials were not compliant with our obligations under these Terms, and;
(c) You follow the returns procedure set out below.
9.3. Condition of returned Course Materials: CIC will accept returned Course Materials only if they are:
(a) Accompanied by a valid proof of purchase, and
(b) Complete and in an unused and re-saleable condition. In particular, CIC reserves the right not to make any refund to you in respect of sealed Course Materials where such seal has been broken (for example sealed CD Rom products).
9.4. Notification: CIC reserves its right under Ontario law to charge for the return of Course Materials on cancellation of a Course by you. Such charge shall not exceed the actual direct costs of such return. If you wish to return Course Materials in the circumstances set out above, you should notify CIC in the manner set out in Clause 18 with details of your original order number and receipt. If CIC agrees to accept the return, you must return the materials at your own cost.
9.5. Refund of Purchase Price & Outbound Delivery Charge: If you qualify for a return and have followed the above procedure, you will receive a full refund of the purchase price and the outbound delivery charge to be credited to your card. Noncompliant Course Materials must be returned before any refund will be made.
10. INTELLECTUAL PROPERTY RIGHTS
10.1. Ownership: CIC or its licensors own all title, copyright and all other intellectual property rights (including without limitation, database rights, trademarks, patents, and designs (whether registered or unregistered) in and to all Course Materials. You acknowledge that you do not own and shall not acquire any title, copyright or any other intellectual property rights in and to the Website and/or the Courses or any Course Materials and you shall not modify, translate, adapt or otherwise amend the same otherwise than in accordance with applicable law.
10.2. Limited Licence: Except as otherwise expressly stated on the Website or in the Course Materials, the Courses, and the Course Materials are supplied for your private information and educational use. Any commercial use, copying, distribution, transmission or publication of the whole or any part of the Course Materials and/or the Website is strictly prohibited without the express prior written consent of CIC.
10.3. Software: Your use (including downloading) of any content or software in connection with the Courses is governed by the terms of the end user licence agreement (if any) which accompanies or is included with such content and/or software. You may not install or use any content or software that is accompanied by or includes a licence agreement unless you first agree to the terms of such licence agreement. You agree that the licensor of any software obtained via us and used by you in connection with the Courses shall have the right to enforce the terms of that licence directly against you. For any content or software not accompanied by a licence agreement, CIC hereby grants to you a revocable personal non-transferable licence to use the content or software for viewing and otherwise in accordance with these Terms.
10.4. Trademarks: The display of any trade names or trademarks on the Website or in any of the Course Materials does not imply that any licence has been granted to any third party in respect of the same. All other product or company names, devices, logos, icons, graphics or designs referred to on the pages of the Website or in any of the Course Materials are the trademarks of the respective owners and are exhibited only in such a manner as is intended to be for the benefit of such trademark owners.
CIC intends no infringement of such trademarks. The appearance or absence of products, services, companies, organisations, home pages or other websites on the Website or any of the Course Materials does not imply any endorsement or non-endorsement thereof by CIC.
10.5. Search Programs: The deployment within the Website of any spider, robot, web crawler or other automated query program is forbidden except as may be necessary to identify the existence and general nature of the Website for ordinary internet search engine purposes.
10.6. Reservation of Rights: All rights not expressly granted to you under these Terms are reserved to CIC.
10.7. CIC will retain copyright on all authored material unless otherwise agreed.
11. USE OF THE WEBSITE AND COURSES
11.1. Computer System: You are responsible for ensuring that your computer system meets all relevant technical specifications necessary to use the Courses and/or the Website, is compatible with the Courses and/or the Website and is capable of running the Courses and/or the Website content. You must not attempt to interfere in any way with the proper working of the Website and/or the Courses and in particular you must not attempt to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, website, router, or any other internet connected device.
11.2. Course Changes: CIC Training Centre reserves the absolute right to update, alter, suspend or discontinues any aspect of the Courses and/or the Website including your use of and/or access to it.
12. USER REGISTRATION
12.1. Registration: Subject to the Online Training Services Policy 10.2.5.3, to access and use the Website and/or the Courses, you are required to complete the applicable registration form ("the Registration Form") and to submit the same to CIC Training Centre. The information requested to be provided on the Registration Form must be current, complete and accurate. Registration is subject to acceptance or refusal by CIC Training Centre at its sole discretion. By registering you warrant and represent that you can form binding contracts under applicable law.
12.2. Passwords: You are solely responsible in all respects for protecting the confidentiality of any password given to you or selected by you for access to or use of the Website and/or the Courses. Your password may only be used by you personally and you must not share it with or transfer it to any third parties. You are solely responsible for any and all activities that occur under your password and account. You must notify CIC Training Centre immediately of any unauthorised use of your password or any other breach of security regarding the Website and/or the Courses which comes to your attention. CIC Training Centre will not be liable for any loss that you may incur as a result of a third party using your password or account. However, you may be liable for losses incurred by CIC Training Centre as a result of someone else using your password or account.
13. POSTING AND CHAT FACILITIES
13.1. Posted Materials: The following provisions apply to your use of any facilities which enable you to post or send text, graphics, audio-visual or other material (‘Material’) on the Website or to send Material to other users of the Website via e-mail, chat room, bulletin boards or other means.
13.2. Representations concerning Material: By submitting Material to the Website or to other users of the Website you
(a) represent that you are entitled to do so;
(b) grant us a non-exclusive, royalty-free, non-terminable licence to copy, modify, distribute, show in public and create derivative works from that Material in any form, anywhere; and
(c) authorise us to adapt the relevant Material in the course of doing so, and so waive your moral rights to object to any derogatory treatment, or to be identified as the author, of the Material in question.
Except as provided by the Personal Information Protection and Electronic Documents Act (PIPEDA) (S.C. 2000, c. 5), CIC Training Centre shall not be subject to any obligation of confidentiality with regard to Material posted by you.
13.3. Excluded Materials: You agree not to send Material to the Website or to other users of the Website which
(a) might infringe the intellectual property or other rights of any person or entity,
(b) might breach any applicable law,
(c) constitutes advertising or any form of unsolicited commercial communication,
(d) might cause damage or denial of use to any hardware or software, or
(e) might be defamatory, profane, obscene, sexually oriented, racially offensive, harassing, threatening, abusive, ‘flaming’, false, misleading or otherwise objectionable in our opinion (‘Excluded Material’), and
f) to comply with the CIC Commenting Policy as posted. We reserve the right to delete any Excluded Material placed by you on the Website.
13.4. Our responsibilities in relation to Excluded Material: You accept that we do not have the resources to screen the Website for any Excluded Material posted by third parties and that we shall be under no liability in respect of such Excluded Material. We undertake to delete any Material which we decide (at our sole discretion) constitutes Excluded Material within a reasonable time of written notification by you of its presence on the Website.
14.1. You agree to indemnify CIC in respect of any costs, claims, demands, losses or liabilities (including reasonable legal fees) incurred by CIC as a result of or arising in any way from a claim by a third party which results from any breach by you of the provisions contained in these Terms.
15. WARRANTIES & SERVICE EXCLUSIONS
15.1. Warranties: CIC warrants that the Courses and the Website shall be provided with reasonable skill and care by qualified and experienced personnel, and that the Course Materials will be of satisfactory quality and compliant with any sample Course Materials supplied to you for approval. If you place an order for Courses having been given the opportunity to examine sample Course Materials, CIC shall be under no liability with regard to the Course Materials as supplied unless such Course Materials are non-compliant with sample.
15.2. Uptime & Links: CIC will endeavour to make the Website and the Courses available but cannot guarantee that the Website and/or the Courses will operate continuously or without interruptions which could affect the use of the Website and/or the Courses. The Courses and/or the Website may provide links to other websites, which are not under the control of CIC Training Centre. CIC Training Centre shall not be responsible in any way for the content of any such other websites. You acknowledge that CIC Training Centre provides such links only as a convenience. The inclusion of any link does not imply any kind of endorsement by CIC Training Centre or Compliance inSight Consulting Inc.
15.3. Changes to Courses: CIC reserves the right to alter or cancel any Course or location prior to Delivery of that Course.
15.4. Service Exclusions: The Website and/or the Courses are provided for general information and illustrative purposes only and do not constitute financial, legal or other professional advice. Neither CIC nor any other CIC entity accepts any responsibility or liability for any loss which may arise from reliance on information contained on the Website and/or in the Courses.
15.5. Limited Warranties: The above warranties are CIC’s only warranties and no other warranty or condition, express or implied, will apply to the supply of the Courses, the Course Materials, or any other matter covered by these Terms. No warranty is given that the Course Materials will be fit for any particular purpose. Your statutory rights as a consumer (if any) are not affected by these Terms.
16. LIMITATION OF LIABILITY
16.1. CIC’s liability for claims which the Client has or may have against CIC or its employees, agents, representatives (and Sub-Consultants, if applicable) under this agreement, whether these claims arise in contract, tort, or under any other theory of liability, will be limited, notwithstanding any other provision of this Agreement:
a) to claims brought within the limitation period prescribed by law in the Province of Ontario, Canada, or, where permitted by law, within 2 years of completion or termination of the Services, whichever occurs first; and
b) to re-performance of defective Services by Compliance InSight Consulting Inc., plus:
i) where claims are covered under insurance – to the amount of such insurance; or
ii) where claims are not covered by insurance – to the amount of fees charged for the project.
c) The liability of each party with respect to a claim against each other is limited to direct damages only and neither party will have any liability whatsoever for consequential or indirect loss or damage (such as, but not limited to, claims for loss of profit, revenue, production, business, contracts or opportunity and increased cost of capital, financing or overhead) incurred by the other party.
16.4. Force Majeure: Neither party shall be liable for damages for failure to perform or delay in performing its obligations under this Agreement if such delay or failure to perform is due an event of Force Majeure. Force Majeure shall include any reason beyond the commercially reasonable control of such party including but not limited to an act of God, flood, power failure, fire, explosion, causality or accident, war (declared or undeclared) revolution, civil commotion, acts of public enemies, blockade or embargo, or a proclamation of any government, strike or labour dispute. In the event of Force Majeure, the affected party shall promptly notify the other party and shall exert commercially reasonable efforts to eliminate, cure or overcome such event and to resume performance of its obligations.
17. TERMINATION & ACCESS RESTRICTION
17.1. CIC shall have the right, at any time by serving written notice on you (which notice may be served by the sending from our server of an e-mail to the e-mail address set out on the Registration Form), to cancel your registration and access to the Website and/or the Courses if you are in breach of any material term of these Terms. CIC reserves the right, in its sole discretion, to suspend your registration and/or access to the Website and/or the Courses at any time without notice.
17.2. For any corporate client termination agreements whereby the client may want to remove any data from the system, CIC reserves the right to charge an administrative removal rate per name removed at 1.5% of the agreement rate per module/person.
18.1. Separation of Provisions: If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms, and the remainder of the Terms shall continue in full force and effect.
18.2. Third Parties: For the purposes of the Contracts:
(a) CIC’s employees, sub-contractors, affiliates and suppliers shall have the benefit of Clause 9 (Intellectual Property) in relation to their own intellectual property, and Clauses 14 (Warranties and Service Exclusions), 13 (Indemnity) and 15 (Limitation of Liability)
(b) Apart from that, these Terms are not intended to, and do not, give any person who is not a party to them any right to enforce any of their provisions.
18.3. Communications: All correspondence with the lecturers, trainers, consultants, authors or anyone else providing training or Course Material on behalf of CIC must go through CIC.
18.4. Assignment: The benefits and obligations conferred by these Terms upon you are personal to you and shall not be assigned, delegated, transferred, sub-contracted or encumbered or otherwise made available or disposed of without the express prior written consent of CIC.
18.5. Non-solicitation, engagement and employment: From acceptance of Your order for a restricted period of eighteen months thereafter, You will not (without the prior written consent of CIC) attempt to solicit or entice away from CIC or engage or employ, or procure the engagement or employment of, any person who at the date of Delivery of the Course, to your knowledge, is (or has agreed to be):
(a) an employee or consultant of CIC; or
(b) a customer, supplier, licensor, licensee or collaborative partner of CIC.
19.1. Address for Notices: Notices to CIC should be sent to firstname.lastname@example.org or by mail to the following address:
Compliance inSight Consulting Inc.
145 Deer Ridge Drive,
Kitchener, Ontario N2P 2K9
19.2. Form of Notices and Time of Receipt: Notices to you may be sent to you either by e-mail or to the postal address set out on the Registration Form. Notice will be deemed received twenty-four (24) hours after an e-mail is sent or three (3) days after the date of mailing.
20. LAW, DISPUTES AND JURISDICTION
20.1. These Terms (and all disputes, whether contractual or otherwise, arising out of or in connection with them) are governed by the laws of the Province of Ontario, Canada, and are subject to the exclusive jurisdiction of the Courts of the Province of Ontario to which jurisdiction the parties hereby irrevocably submit.