Standard Terms and Conditions

  1. General. These Standard Terms and Conditions and our Website Terms and Conditions (available on our website) apply to all training, assessments and other services and products (collectively “Services”) that Cultural Intelligence Center, LLC (“CQC”) provides to you (the purchaser of CQC’s Services), your agents or your affiliates (collectively “You”). CQC and You may be referred to each as a “Party” and collectively as the “Parties.” The Services Agreement between You and CQC (or only if no Services Agreement is executed, the terms of any applicable quotation and/or proposal prepared by CQC), these Standard Terms and Conditions and CQC’s Website Terms and Conditions comprise the entire agreement between You and CQC (the “Contract”). The terms of any prior or contemporaneous proposal, quotation, or other documents provided by CQC or You are superseded by and not part of this Contract. CQC’s Website Terms and Conditions as amended from time to time are incorporated into and made part of the Contract. 
  2. Fees, Invoicing and Payment. 
    CQC’s fees are for the exact Services agreed to in this Contract, including the number of participants agreed upon, and for no other Services or participants. Additional participants can be added for an additional fee. All fees are in USD unless otherwise specified. b. The CQ Center will invoice you upon receipt of this signed agreement. The CQ Center invoices 100% for products and services. Any travel expenses will be reimbursed after the event date, if applicable.
    c. You are responsible for travel and expenses incurred by CQC for the agreed number of facilitators for each face-to-face Service. 
    d. You are responsible for shipping fees for any physical materials that must be mailed to You in connection with the Services. 
    e. For any virtual engagements, You are responsible for ensuring participants have the technical resources to participate in interactive virtual sessions. 
    f. For face-to-face engagements, You are responsible for providing the venue, AV equipment, and any catering deemed appropriate at Your expense, as well as for any other applicable vendor or third-party fees. 
    g. You are responsible for any add-on fees or expenses costs for optional Services including materials. 
    h. You are responsible for any applicable VAT, sales, use and other taxes (other than CQC’s income taxes) due in connection with the Services, whether or not invoiced. 
    i. CQC may charge late payment interest at the maximum rate permitted by law. You further agree to pay or reimburse CQC for all expenses incurred by CQC to collect amounts due under and to otherwise enforce this Contract, including without limitation the costs of court proceedings and actual attorneys’ fees. 
    j. CQC may delay or refuse delivery of Service, or cancel this Contract with You as to undelivered Services, if You are in default of payment or in the event of Your bankruptcy, insolvency or other breach of this Contract. 
    k. If You dispute the accuracy or amount of any invoice, CQC may suspend its Services pending resolution of any unresolved dispute. 
    l. You may not deduct from any amount payable to CQC amounts that may be payable by CQC to You under this Contract or otherwise, nor may You deduct amounts for which You may become liable to third parties by reason of CQC’s acts or omissions in performing, or failing to perform, CQC’s obligations under this Contract. 
  3. Participant Emails. You are responsible for providing CQC with a list of participants’ emails in advance of a presentation, workshop or similar face-to-face Service with adequate time to allow for material preparation and distribution. If a participant is unable to attend the engagement but materials have already been prepared for the participant, You are responsible for covering the cost of that participant’s materials. Materials prepared for such a participant will be given to You to share with the participant. 
  4. Badges and Certificates: If you purchase a training that includes badges or certificates, participants must attend and complete all the required work in order to receive their badge and/or certificate. Badges and/or certificates will not be provided to individuals who do not attend or fail to complete the required work.
  5. Portal Administration: If CQC adds an administrator from your organization to the CQ Portal system, this administrator will have access to information in the portal from your organization, such as individual feedback reports, group reports, etc. Because of the sensitivity of this type of information, we strongly recommend that the administrator should be a member of the Human Resources department or hold a similar position that has permission to access Confidential Employee Information. 
  6. Cancellation and Rescheduling.
    If You cancel a presentation, workshop or similar face-to-face Service, You agree to pay CQC, within 30 days of Your cancellation, a cancellation fee as follows, plus any expenses incurred by CQC before its receipt of Your cancellation notice (e.g. travel expenses, printed materials, etc.):    

              Up to 3 weeks before the Service:            1/2 of the total Service fee plus expenses
              Less than 3 weeks before the Service:     3/4 of the total Service fee plus expenses
      
    b. If You reschedule a presentation, workshop or similar face-to-face Service, You agree to pay CQC, within 30 days of Your rescheduling, a rescheduling fee as follows, plus any expenses incurred by CQC before its receipt of Your rescheduling notice (e.g. travel expenses, printed materials, etc.):          
     
              3 weeks before the Service:                     1/2 of the total Service fee plus expenses
              Less than 2 weeks before the Service:     3/4 of the total Service fee plus expenses
      
    Payment of expenses only applies if expenses cannot be adjusted to support the new date. If expenses can support the new date, cost will be invoiced with the event balance after the event is completed.
     
    c. If a person is listed as a participant for an in-house certification course or workshop, but cannot attend the full session, they may join a corresponding public certification course or workshop. There is a $250 USD transfer fee per person to join a public certification session and a  $100 USD transfer fee per person to join a public workshop. If a person was not listed as a participant for an in-house certification course or workshop, they must pay the standard rate (including any applicable discounts) to attend a public certification course or workshop.
  7. Time of Performance. CQC will contact You to make alternative arrangements in the event CQC anticipates a delay beyond the scheduled time for the provision of Services. CQC will not be liable for any delay in performance caused by Your failure or delay, including Your failure to timely pay CQC, reserve a venue or perform other activities necessary for CQC to provide the Services. If an unforeseen circumstance not within CQC’s control prevents CQC from timely providing a Service (such as acts of God, war, government regulations, disaster, civil disorder, terrorism, complete curtailment of transportation or other emergencies), CQC may delay or cancel its performance by giving notice to You, and CQC will have no liability for a delay of performance. CQC will return any pre-paid fees for Services not rendered as a result of a cancellation by CQC. 
  8. Limitation of Liability. CQC’s LIABILITY TO YOU, INCLUDING YOUR AFFILIATES, EMPLOYEES AND OTHER AGENTS, IS LIMITED TO THE AMOUNT THAT YOU HAVE PAID CQC DURING THE PRIOR TWELVE MONTHS. CQC IS NOT LIABLE TO YOU OR OTHERS FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES. 
  9. Intellectual Property. You agree that all intellectual property (including assessments, reports, slides, videos, guides, toolkits, books, materials, information, etc.) to which CQC or its agents or affiliates provides You access (“Contract Materials”) are owned exclusively by CQC. CQC grants You a revocable, nontransferable, nonexclusive, limited license to access and use the Contract Materials to which it provides You access for the agreed upon use and time period only. You acknowledge and agree that You have no other rights in Contract Materials. You agree to keep all Contract Materials confidential, except for disclosures to Your employees and other agents who are authorized by CQC to access and use the Contract Materials. Further, You hereby convey, transfer and assign to CQC, all right, title and interest that You may have in and to Contract Materials and all derivatives thereof, without royalty or any other consideration. You agree that CQC may prepare, execute on Your behalf, and deliver as executed by You any document evidencing such assignment, as Your irrevocable attorney in fact.

    Your access to and use of Contract Materials is limited to You (including Your employees and other agents who are authorized by CQC to access and use the Contract Materials) and to the limited purposes of assessing, training and improving Your organization’s and employees’ cultural intelligence skills to the extent agreed in this Contract. The term “unlimited” as used in connection with any license or other rights of Yours with respect to Contract Materials refers to an unlimited quantity of assessments or other access during the license period, but confers no other rights (that is, all other rights including Your license are limited). Your license to access and use Contract Materials terminates at the time provided in this Contract, or if not provided in this Contract, after one year from Your initial access to the Contract Material. Upon the termination of Your license, Your right to access, use and retain the licensed Contract Materials terminates, and You agree not to thereafter access, use or retain paper or electronic copies of the Contract Materials.
     
    CQC would be irreparably harmed by a breach of this Section 9, monetary damages for such a breach would be impossible to ascertain completely, and CQC would not be adequately compensated for such a breach by monetary damages alone. Therefore, You agree that, in addition to any other remedy or right CQC may have, CQC may enforce this Section 8 by injunction and through other equitable remedies enjoining Your breach or threatened breach. You waive all defenses You may have to such method of enforcement. 
  10. Governing Law. The laws of the state of Michigan without reference to its conflict of laws principles will govern the construction, interpretation, performance and enforcement of this Contract and all transactions under it. The Parties agree and consent to exclusive jurisdiction and venue in the federal and state courts of Michigan, and waive any objections based on lack of jurisdiction, inconvenient forum or other theory. THE PARTIES IRREVOCABLY WAIVE ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS CONTRACT. 
  11. Assignment. You may not assign this Contract in whole or in part without CQC’s prior written consent. This Contract is binding on and inures to the benefit of the Parties’ respective successors and permitted assigns. 
  12. Publicity. CQC may disclose that it has provided Services to You to its other clients and prospective clients, but will otherwise keep your proprietary information confidential. Neither Party will disparage the other Party, except that this restriction will not prevent a Party from enforcing this Agreement. 
  13. Indemnification. You agree to indemnify and defend CQC, its affiliates and their respective agents from any claims, damages, losses, liabilities, or expenses, including reasonable attorney fees, to the extent arising from or in connection with Your (including Your affiliates’, employees’ or other agents’) acts or omissions, including any breach of this Contract and any harm to CQC’s employees or other agents or any third party that occurs on Your property. 
  14. Severability. If any provision contained in this Contract is invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Contract is unaffected and this Contract must be construed as if such invalid, illegal or unenforceable provision had never been included. 
  15. Modification. This Contract may be changed or terminated only by the mutual agreement of authorized representatives of the Parties in writing, or as otherwise expressly provided in this Contract. The waiver of a breach of or right under this Contract does not waive any other breach or right.