Terms & conditions

Uptown Tech Training, LLC

Definitions

Order: Detailed outline of services that Customer has agreed to purchase from Consultant for a specified fee in accordance with the Terms & Conditions. The Order becomes an Agreement once both parties have agreed to terms.

Customer – Business or legal entity that is purchasing services. A representative person from the Company is used for negotiation and signatures. 

Attendee – Employee of the Customer that is committed to attend specified training course. Also referred to as a ‘seat’ because the actual person is interchangeable up until the session has started. 

Consultant – Employee of Uptown Tech Training that has negotiated contract and signed.

Training – specified SAFe certification prep session 

1 Services provided

Uptown Tech Training, LLC shall provide SAFe certification prep training as specified in Customer’s Order for the specified fee. The training will utilize specified Scaled Agile materials and test prep material. 

2 Training Session Logistics

March 8th, 2020 caveat: If Customer has Covid-19 restrictions in place, per Scaled Agile Inc., the Training classes may be conducted virtually until further notice. As a result, section 2 is not applicable.

2.1 Location and Timing

Training shall be provided at the location set forth in the Agreement. The location should specify the physical address and, the room/space location with directions. 

Training shall be provided on the dates and times that are set forth in the Agreement. The Agreement should include the breakdown of days and locations. The sessions can be comprised of half days or full days. Half day is a 4-hour block of time that includes two 15 minutes breaks. Full days is an 8-hour block of time that includes at least two 15 minutes break and an hour lunch. 

2.2 Workspace

Workspace must comfortably accommodate the agreed number of attendees, two extra spaces and space for Trainer that includes room to keep materials. Workspace should be odor free and be able to maintain a comfortable temperature. Workspace must have clean and working restrooms for all attendees. Workspace must have wireless internet and equipment to project slides, graphics, and videos.

2.3 Food & Beverage 

For onsite trainings, Customer will coordinate the setup of the workspace to ensure that it includes fresh beverages for attendees (coffee, tea, and water at a minimum) for half and full day sessions. For full day sessions Customer must coordinate mid-day meal for all attendees and trainer(s). 

2.4 Expenses

Unless otherwise set forth in the Agreement, Customer shall reimburse Consultant for all reasonable and necessary travel and lodging expenses, provided that such expenses are incurred pursuant to an applicable Order or other request for Services by Customer. When multiple trainers are traveling individual rooms must be provided.

3 Training Session

March 8th, 2020 caveat: If Customer has Covid-19 restrictions in place, per Scaled Agile Inc., the Training classes may be conducted virtually until further notice. As a result, the first line of section 3.2 is not applicable.

3.1 Training participants (Attendees)

Customer may substitute training participants within 48 hours written notice to Consultant prior to the commencement of the scheduled training. Consultant does not allow Customers to have additional participants “audit” its training courses. Customer agrees to pay for any additional Attendees that exceed the number stated in the Agreement including participants that are in the classroom at the time of training, including last minute participants and drop-ins. If an individual was scheduled to attend and is not able to for any reason, their fee is not refundable. This includes an individual who is only able to make one day of the training. 

3.2 Attendee Duties

Per Scaled Agile Inc., attendees must attend the Training in person at a single location per the Agreement.  Attendees must pay attention and actively participate in curriculum. Attendee may not be disruptive to others or disturb their concentration. Consultant has the right to request the Attendee correct behavior.  Consultant has the right to request Attendee shut down other electronic devices that might be disruptive to their participation including laptops and mobile devices. 

3.3 Materials provided to attendee 

The material and medium that are provided to the Attendee are outlined in the Agreement.

3.4 Proprietary Content

All Materials are the copyrighted intellectual property of Scaled Agile, Inc. With the exception of certain Materials that SAI makes publicly available, all Materials are, and will at all times remain, confidential. Attendee will not share information, nor permit others to, reproduce, use, transmit, publish, or disclose any Materials in any form for any purpose

3.5 Certification exam

Upon successful completion of the designated training, each paid attendee will receive a unique link for one attempt at the exam certification. The exam link is good for 30 days following training. The exam certification is provided by Scaled Agile Inc and includes it own unique set of qualifications and terms that must be acknowledged. Attendee must achieve the designated score to pass. Subsequent attempts to pass test will incur a fee. 

Attendee may not use SAFe designated acronym’s until they have passed the exam.

4 Payment 

4.1 Invoice 

Consultant will invoice Customer for agreed number of attendees at the specified rate no longer than 2 business days after Customer signs Agreement. After the training, the Consultant may send a subsequent invoice for additional participants or travel & lodging expenses incurred. In the event of an approved postponement or rescheduling, a new Order and Invoice will be generated. 

4.2 Payment Terms 

Customer must pay full amount of invoice upon receiving it. Training will not happen if invoice is not paid and it will be treated as a cancellation with all applicable fees and charges. Any post service invoices that are sent have net 15 terms from the date invoice is generated. All payments made pursuant to this Agreement are non-refundable. Acceptable forms of payment are check or electronic transfer to Consultant bank account.

4.3 Rescheduling

Customer may reschedule training to another date if the Consultant is able to easily accommodate. The reschedule date should not be more than 90 days from the original training date. Customer is responsible for any fees that might result from rescheduling. If Customer is not able to reschedule successfully, cancellation charges will be applied in a new invoice. Rescheduled training terms must not be more than 10% lower than the initial Invoice price. 

4.4 Cancellation

If a customer needs to cancel training outright, the following cancellation charges will apply to all Agreements: (a) notice of cancellation received between signing of the Order and 1 month before training course start date – 10% of the Agreement total plus reimbursement of any nonrefundable set-up and travel expenses; (b) notice of cancellation received less than 1 month before training course start date – 30% of the payable fee plus reimbursement of all set-up and travel expenses. 

4.5 Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement or any Order if prevented from doing so by a cause or causes beyond its control, including without limitation, acts of God or public enemy, fire, floods, storms, earthquakes, and restraints of government. Every effort can be made to reschedule training at no cost if Customer is able.

5 General

5.1 Governing Law 

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

5.2 Modification

No changes or waivers to this Agreement shall be binding unless made in writing and duly signed by authorized agents of both parties. This includes rescheduled Training sessions. 

5.3 Complete Agreement 

This Agreement may be executed by electronic signatures, facsimile or written document. This Agreement replaces and supersedes any prior verbal or written understandings, communications, and representations between the Parties regarding the subject matter contained herein.

5.4 Agreement Terms & Expiration

The Agreement specifications are based on information provided from the Customer regarding Training requirements. The fees are based on the confirmed number of attendees. Any additional attendees or services requested by Customer and not covered by the estimate, will incur additional charges. Agreement Terms are good for 14 days. If changes are made that impact Training specifications and pricing, a new Agreement must be created and the Agreement in exhibit B becomes null and void.

6 Limitation of Liability

Consultants maximum liability for any action arising under this agreement, regardless of the form of action and whether in tort or contract, shall be limited to the amount of services fees paid by Customer for the services from which the claim rose. In no event shall Consultant be liable for indirect, special, incidental, consequential, or punitive damages of any kind, including, without limitation, lost data or lost profits, however arising, even if Consultant has been advised of the possibility of such damages.