- DEFINITION AND INTERPRETATION
1.1 In these Terms, unless the context otherwise requires, the following expressions shall have the following meanings:
Booking refers to the receipt of the confirmation slip from Customer containing the details of the Customer and the Candidate(s) (if applicable), including contact details, billing information, as well as the Training requested.
Candidate(s) refers to the individual(s) attending the Training which may be the Customer.
Charges refers to the charges payable by the Customer for the Training in accordance with clause 3.
Customer refers to the person or an entity who is requesting the Training from SJAM.
Onsite Training refers to Training that is conducted for the Customer at a physical location of the Customer’s choice (and accepted by SJAM), and the training will be for a minimum number of Candidates.
Public Class refers to Training that is available to members of the public, including the Customer, held at the SJAM National Headquarters or at a location hosted by SJAM and as detailed in the description of the Training.
Training refers to training services provided by SJAM to the Customer, which are conducted either at a physical location or online.
- BOOKING A TRAINING
2.1 The Customer must complete and submit the confirmation slip and/or the training info sheet (as the case may be) to St. John Ambulance of Malaysia (“SJAM”). Advance payment of the Charges may be required at the point of submission in order to reserve a place in the Public Class or secure the date for the Onsite Training.
2.2 For Onsite Training, Customer may at their option select the trainer(s) from the pool of SJAM trainers (subject to the selected trainer’s availability) with an addition of RM300 per trainer. In the event the selected trainer is unable to commit, SJAM shall refund the RM300 paid.
2.3 Candidate(s) who attended and has passed the assessment in First Aid at Workplace organised by SJAM National Headquarters is entitled to attend as observer the Public Class of the same Training on a complimentary basis provided it is still within the validity of his/her certificate. Candidate(s), however, will not be provided with Training materials. Seats are based on a first come first serve basis and at SJAM’s absolute discretion.
- CHARGES AND PAYMENT
3.1 The Customer shall pay any invoice issued by SJAM within 7 days of the date of the invoice or prior to the Training taking place whichever is earlier, to a bank account provided on the invoice by SJAM.
3.2 Notwithstanding clause 3.1, where the Booking is made less than 7 days away from the date of Training, payment is due immediately.
3.3 Failure by the Customer to pay any Charges when they fall due may (at SJAM’s discretion) result in:
(a) the allocation of the Candidate’s place in the Training to others;
(b) SJAM cancelling its Agreement with the Customer to provide the Training without incurring any liability; and/or
(c) if the training has already been delivered to the Candidate(s), SJAM withholding certifications that are due to the Customer having completed the Training.
3.4 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay SJAM any sum due under this Agreement on the due date the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 18% a year or the highest rate allowed under the law, whichever is lower.
3.5 All sums payable to SJAM under this Agreement:
(a) are exclusive of taxes and the Customer shall in addition pay an amount equal to any taxes chargeable on those sums (if any); and
(b) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
3.6 Whilst SJAM takes reasonable care and skill to ensure that the prices of the Training are correct, mistakes may sometimes be made. If a mistake is discovered in the price of the Training that has been booked by the Customer, SJAM will notify the Customer and the Customer may either (a) reconfirm the booking at the correct price, or (b) cancel the booking. In this instance, if SJAM notifies the Customer and does not receive a response, the booking will be cancelled.
- CANCELLATION
4.1 The Customer may cancel or postpone the Training by giving no less than 30 days before the Training by giving written notice to SJAM. Training may not be cancelled or rescheduled within 15 days of the start date of the Training. Where Training is postponed, it shall be within 60 days of the original date. The Customer may substitute any Candidate by giving no less than 24 hours before the Training by giving written notice to SJAM.
4.2 If the Customer is exercising its right to cancel the Training in accordance with clauses 4.1 above, SJAM may deduct from any refund an amount (at SJAM’s discretion) for the supply of the Training for the period for which it was supplied, ending with the time when the Customer notified SJAM of its wish to cancel. The amount deducted will be in proportion to the Training already provided, in comparison with the full Training agreed to be provided. Where Training materials have been sent to the Candidate(s) for Training delivered online, the Training may not be rescheduled, and the Charges for such Training is non-refundable.
4.3 Where a Candidate fails to attend all or part of any Training, full payment of the Charges shall be required and there will be no refunds.
4.4 Where a Candidate fails his/her Training assessment (where applicable), the said Candidate is allowed up to 2 attempts of reassessment at a Public Class, the date of which shall be determined by SJAM.
- INTELLECTUAL PROPERTY RIGHTS
5.1 All intellectual property rights in or arising out of or in connection with the Training, including any associated Training Materials shall remain the property of SJAM. SJAM grants the Candidates a perpetual, non-exclusive, non-transferable royalty-free licence to use the Training Materials solely for the purpose of receiving the Training and personal academic use. The Customer shall not and shall ensure that the Candidate(s) does not, in respect of the Training Materials: (a) commercially exploit it, (b) sublicense it to any third party, or (c) use it for the benefit of any other persons.
5.2 For purposes of this clause 5, “intellectual property rights” means patents, trademarks, trade names, design rights, copyright, confidential information, rights in know-how and other intellectual property rights, in each case whether registered or unregistered and including applications for the grant of any of the foregoing and all rights or forms of protection having equivalent or similar effect to any of the foregoing which shall subsist anywhere in the world.
- CONFIDENTIALITY
6.1 Each party may be given access to confidential information from the other party in order to perform its obligations under the Agreement. A party’s confidential information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the other party, which independent development can be shown by written evidence.
6.2 Subject to clause 6.3, each party shall hold the other’s confidential information in confidence and not make the other’s confidential information available to any third party or use the other’s confidential information for any purpose other than the implementation of the Agreement.
6.3 A party may disclose confidential information to the extent such confidential information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 6.3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
6.4 The Customer acknowledges that its information may be used by SJAM on an anonymous basis including without limitation compiling and publishing reports.
6.5 The above provisions of this clause 6 shall survive termination, however arising.
- TERMINATION
7.1 SJAM may terminate the Agreement immediately in the following circumstances:
(a) the Customer does not, within a reasonable time of SJAM requesting, provide SJAM with information that is necessary to provide the Training;
(b) the Customer commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(c) the Customer does not, on the agreed date or timeframe, allow SJAM to provide the Training; or
(d) The Customer does not, if required, allow SJAM to access the agreed location for the Training to provide the Training.
7.2 The Customer may terminate the Agreement in the following circumstances:
(a) if the Training purchased was misdescribed (however, the Customer may alternatively choose to get the Training re-performed or to get some or all of the Charges back);
(b) if SJAM has informed the Customer of an upcoming change to the Training or these Terms which the Customer does not agree with;
(c) SJAM has told the Customer about a mistake in the Charges for the Training the Customer has purchased and the Customer does not wish to proceed;
(d) there is a risk that performance of the Training may be significantly delayed because of events outside the control of SJAM; and
(e) SJAM has notified the Customer that it has suspended supply of the Training; or
(f) if it wishes to exercise its right to cancel the Agreement in accordance with clause 7.
7.3 Without affecting any other right or remedy available to it, SJAM may terminate the Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Agreement on the due date for payment. If SJAM terminates the Agreement for this reason, SJAM will refund any Charges paid in advance where the Training and Training Materials have not been provided, but SJAM may deduct or charge the Customer reasonable compensation for the net costs incurred by SJAM as a result of the Customer breaching the terms of the Agreement.
- HUMAN RESOURCE DEVELOPMENT CORPORATION (“HRDCorp”)
8.1 Submission for subsidy (whether in part or in full) to HRDCorp for any Training shall be the sole responsibility of the Customer.
8.2 SJAM shall be entitled to the Charges as stipulated in clause 3 irrespective of HRDCorp’s decision.