HPES ME - Terms & Conditions HPES UAE

1. DEFINITIONS

a. "

b. "HP Education Services" means training, courses, services and Course Materials delivered by HP. Courses may be in various formats including, but not limited to, classroom scheduled seats (such as scheduled instructor led training at an HP facility and remotely assisted instructional learning); onsite dedicated training at HP, Customer or neutral site; lecture only training; online lecture only training; and web based self paced training.

c. "HP Data Sheet" means an HP standard specification document describing the details and features of the HP Education Services offering to be provided.

d. "Statement of Work" or "SOW" means a document signed by HP and Customer that describes the specific HP Education Services to be provided by HP. SOWs are generally applicable to dedicated training specific to Customer’s requirements.

e. "T&C’s" means this document entitled "HP Education Services Terms and Conditions".

f. "Course Materials" means courses, documentation (for example, questionnaires and process guidelines), educational materials (for example, student workbooks, instructor guides, and computer based training), and other written information (in any form including electronic) and any other materials.

g. "Customer" means either (i) end-user HP customer who purchases the HP Education Services described in these T&C from HP or from an authorized HP reseller, wholesaler, or distributor, or (ii) an HP authorized reseller, wholesaler, or distributor who purchases HP Education Services in order to provide such HP Education Services to its customer.

2. HP EDUCATION SERVICES

HP will provide the HP Education Services described in the applicable HP Data Sheet and/or Statement of Work in accordance with these T&Cs.

3. ORDERS AND ACCEPTANCE

a. For open enrollment classes HP will provide Customer with a reservation notice as soon as possible after receipt of Customer order and will provide Customer a confirmation notice after receipt of a valid method of payment or signed SOW, if applicable.

b. The parties hereby agree that they may do business electronically, including contract formation, order placement and acceptance. Any orders placed by Customer and accepted by HP on any

a. The parties further agree not to contest the validity or enforceability of such transactions under the provisions of any applicable law relating to whether certain agreements are to be in writing or signed by the parties to be bound thereby and will be admissible if introduced as evidence on paper in any judicial, arbitration, mediation, or administrative proceeding to the same extent and under the same conditions as other business records originated and maintained in documentary form.

b. Acceptance of HP Education Services will occur upon HP’s performance of such services.

6. CHARGES AND PAYMENT

6.1 The Charges are as stated in the Quotation and are valid for thirty (30) days from the date of the Quotation. The Charges exclude Value Added Tax (VAT) which shall be added to each invoice at the rate applicable at the date of invoice.

6.2 Customer shall pay all invoices within thirty (30) days from the date of invoice. Should any sum due to HP remain unpaid after ten (10) days from the date of written notice to the Customer, HP shall not be obliged to continue performance of the Services under the Quotation with Customer. HP shall be entitled to interest on the amount due at the rate of three (3) per cent per annum above the HSBC Bank’s base rate ruling from time to time, calculated from the date due, and to recover its expenses including legal fees and costs of collection.

6.3 HP shall have the right to change payment terms specified herein at any time, if Customer's financial condition or previous payment record so warrants.

7. CANCELLATION/CHARGES

7.1 In the event the Customer wishes to cancel or transfer Services ordered from HP, such cancellation or transfer must be made in writing in accordance with Clause 16.4. Should the Customer give notice of cancellation or transfer of ten working days or less, Customer will be liable to pay to HP:-

7.1.1 for cancellation, 100% (one hundred per cent) of the charge for the Services cancelled.

7.1.2 for transfer, a fee of 30% (thirty percent) of the original price quoted to transfer the course to another date.
for Free of Charge (“FOC”) Courses, HP will determine whether the Customer must

7.1.3 forfeit the FOC place or to charge a 30% of the current chargeable price to transfer the FOC place to another date.

7.1.4 where HP has booked course examinations and/or accommodation on behalf of the Customer, the Customer will be liable to pay HP 100% of the charge for the examination fee and unrecoverable accommodation costs in addition to the 30% fee set out in 7.1.2 above.

7.2 In the event Customer wishes to transfer the Services to another date, then subject to Customer giving HP at least ten (10) days written notice HP will use reasonable efforts to accommodate such a request.

7.3 Customer may request other changes to the Services quoted but such changes shall only become effective if agreed in writing by both parties, setting forth the implications on price and time scale.

7.4 Substitution of delegates from the same company by the Customer will be allowed upto the commencement of the course without charge.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 All copyright and other intellectual property rights existing prior to the date of the Order shall vest in their originator absolutely.

9.2 Customer hereby grants HP a non-exclusive, world-wide, royalty-free licence to Customer's pre-existing copyright and other intellectual property rights to the extent necessary for HP to perform its obligations under the Order and will indemnify HP fully against any breach of this Clause.

9.3 Customer warrants that it is able to grant HP all necessary rights and licences in respect of any third party intellectual property rights licensed to Customer to the extent necessary for HP to perform its obligations under the Order and will indemnify HP fully against any breach of this Clause.

9.4 HP shall own all intellectual property rights, title and interest in any ideas, concepts, know-how, documentation or techniques developed hereunder. HP hereby undertakes to grant Customer upon request on such terms as may be agreed such licence(s) as are necessary to enable Customer to make use of the same solely for Customer's own internal purposes.

9.5 All documentation, educational material, including but not limited to assembled and individual items, web pages, graphics, designs, photos, source codes and texts and all other written information in any form, including electronic, provided by HP prior to or during supply of the Services are protected by HP copyright. All such materials are provided for the sole use of Customer and may not be copied or reproduced in any form without the prior written consent of HP. All authorised copies shall carry HP's approved copyright notice.

10. FORCE MAJEURE

a. 

b.  Should any delay be caused by the default, act or omission of Customer or Customer's servants, agents, employees or subcontractors, then HP may recover any additional costs, charges or expenses incurred by HP as a result of such delay.

11. LIMITATION OF LIABILITY AND REMEDIES

11.1 The Customer acknowledges and agrees that it has accepted the terms of this Agreement in the knowledge that HP’s liability is limited and that the prices and charges payable have been calculated so as to reflect such limitations and thus represent a reasonable and commercial allocation of risk between the parties.

11.2 This Clause 11 prevails over all other clauses and sets forth the entire Liability of each party to the other and all other Liability, subject to Clause 11.3, is hereby excluded.

11.3 HP does not exclude or limit Liability for: (i) death or personal injury including to the extent that such injury results from its negligence (as such term is defined in the Unfair Contract Terms Act 1977); or (ii) any breach of any undertaking as to title, quiet possession and freedom from encumbrance implied by law; (iii) any fraudulent misrepresentation on the part of HP; (iv) Part 1 of the Consumer Protection Act 1987; or (v) any other Liability that cannot be excluded by law.

11.4 HP does not exclude (but for the avoidance of doubt does limit) Liability for any fundamental misrepresentation, including any misrepresentation as to a matter fundamental to its ability to perform its obligations under this Agreement, on the part of HP.

11.5 Except as provided in Clause 11.3, HP shall have no Liability for loss of or damage to tangible property (including real property) save to the extent it arises due to the negligence of HP, its employees, subcontractors or agents acting within the course of their employment during the performance of its obligations under this Agreement.

11.6 Except as provided for in Clause 11.3, HP's total Liability shall not exceed:

11.6.1 in respect of Liability for loss of or damage to tangible property (including real property) the sum of £1,000,000 (one million pounds) for any one event or series of connected events; and

11.6.2 in respect of all other Liability, 110% (one hundred and ten percent) of the total amount paid or payable by Customer under this Agreement. The limitation of Liability under this Clause 11.6 has effect in relation both to any Liability expressly provided for under this Agreement and to any Liability arising by reason of the invalidity or unenforceability of any term of this Agreement.

11.7 HP shall not be under any Liability for:

11.7.1 loss of actual or anticipated profits;
11.7.2 loss of goodwill;
11.7.3 loss of business;
11.7.4 loss of revenue or of the use of money;
11.7.5 loss of contracts;
11.7.6 loss of anticipated savings;
11.7.7 loss of data and/or undertaking the restoration of data or Software restoration;
11.7.8 any damages relating to the procurement by Customer of any substitute goods or services (i.e., "cost of cover");
11.7.9 any travel and/or accommodation expenses;
11.7.10 any special, indirect or consequential loss. and such liability is excluded whether it is foreseeable, known, foreseen or otherwise.

For the avoidance of any doubt, clauses 11.7.1 to 11.7.8 above apply whether such damage or loss is direct, indirect, consequential or otherwise.

11.8 NOTHING IN THIS AGREEMENT SHALL AFFECT THE STATUTORY RIGHTS OF ANY CONSUMER.

11.9 Customer agrees to indemnify HP in respect of any loss, damage or injury caused to the property of HP or its employees or any third party's property used by HP for the delivery of the Services, whether at the Customer site or any other site specified by the Customer, by the conduct, act or omission of any delegate, employee, servant or agent of the Customer.

11.10 Without prejudice to the provisions of clause 11.3, the only remedy available to Customer for breach of this Agreement shall be for breach of contract under the terms of this Agreement.

11.11 For the avoidance of doubt, HP shall not be liable for any Third Party Services.

12. NON-SOLICITATION

12.1 Neither party shall directly or indirectly solicit or offer employment to any of the other party's personnel associated with the Services performed hereunder while such Services are being performed and up to six (6) months after completion of the Services or termination of the Order whichever is later.

12.2 In the event of any breach of this clause the party in breach shall pay compensation to the other party equivalent to three (3) months of the new employee's gross salary.

13. DURATION

13.1 Either party may terminate the Order, by notice in writing, in the event of:

13.1.1 breach by the other of any material obligation hereunder and failure to remedy such breach within 30 (thirty) days of receipt of written notice to do so; or

13.1.2 any proceedings in bankruptcy, insolvency or winding up by or against the other party or the appointment of an assignee for the benefit of creditors or of a receiver or of any similar situation arising.

13.2 Upon termination Customer shall pay HP for all Services performed and charges incurred up to the date of termination. Should the sum of such amounts be less than any advance payment received by HP, HP shall refund the difference within 30 (thirty) days of receipt of an invoice from Customer

15. MISCELLANEOUS

15.1 HP may provide the same or similar services to other customers.

15.2 Customer may not assign any rights or obligations without HP's written consent.

15.3 Any software installed or included in any of the Services shall be licensed from HP under HP’s standard software licence terms or such other licence terms as accompany the software.

15.4 Any required notices shall be given in writing at the registered address of each party or such other address as either party may substitute by written notice to the other.

15.5 HP's failure to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of such rights.

15.6 The invalidity or unenforceability of any provision of these terms and conditions shall not affect the validity or enforceability of any other provision of these terms and conditions, which shall continue in full force and effect except for any such invalid or unenforceable provision.
These terms and conditions and the Order shall in all respects be governed by and construed in accordance with the laws of England. The parties submit to the exclusive jurisdiction of the courts of England.
For the avoidance of doubt, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.