These terms and conditions apply to orders completed on or after September 1, 2017.
If the CCF (as defined below) includes any items with a modality of “Assessment Products” or “Reinforcement Applications”, click here for terms and conditions that apply in addition to the terms and conditions below.
If the CCF includes Scout by Miller Heiman Group, click here for the Scout by Miller Heiman Group Software As A Service Terms and Conditions.
- Parties. For purposes of these terms and conditions, the “Company” shall mean the Miller Heiman Group entity identified on the Client Confirmation Form (“CCF”) executed by the parties, and the “Client” shall mean the client identified on the CCF executed by the parties.
- Placing of Orders. The CCF details the Programs and Services (each as defined below), if any, being purchased at the time the CCF is executed by the parties. In some circumstances, the CCF may not provide for the purchase of any Programs or Services, in which case the CCF shall set the prices for the products listed thereon during the Term (as defined below). The Client may place orders for additional Products and Services during the Term in writing (which may be by e-mail) or telephone. Such orders shall be governed by the terms of this CCF. Nothing in this CCF shall obligate Client to place any such orders, nor Company to accept any such orders.Any orders for additional Programs and Services must be provided no fewer than 12 business days prior to the date of the relevant session or the date on which Materials (as defined below) are required to arrive. The Company may, in its sole discretion, accept orders fewer than 12 business days in advance of the session or required arrival date. However, the Company may charge a rush fee and additional shipping charges to cover expedited shipping fees. The Company will quote rush fees to the Client and will not proceed with the order until the Client has agreed to the rush fees in writing or by telephone.
- Programs and Services. The capitalized terms “Programs” and “Services” mean, respectively, Company’s programs, deliverables, services (including research, drafting, delivery, consulting, and customization work) for which orders are placed by Client and accepted by Company during the term (the “Term”) identified on the CCF. Programs may include articles, white papers, participant materials, facilitator materials and other materials (collectively, “Materials”), whether delivered in print or other tangible media or through electronic means.
- Consulting Services. If consulting services are to be provided under this CCF, Company and Client shall agree in writing with respect to the subject matter of the consulting, the method by which fees will be charged (e.g., fixed fee, hourly rate, daily rate), any milestones to be achieved and a payment schedule, if any. Such agreement in writing may be attached to this CCF, may be in a separate document signed by Company and Client or may be in writing by e-mail.
- Intellectual Property and License Grant. Client acknowledges and agrees that Company is, and remains, the owner of all intellectual property rights in and to the Programs, Services, and Materials whether or not protected by patents. Company acknowledges and agrees that Client will retain all its rights, title and interest in and to Client’s products, trademarks, technology, inventions, techniques, data, designs and other information, whether or not protected by patents. Company grants to Client a nonexclusive, nontransferable, limited license to use the Programs and Materials solely for Client’s internal use by employees of Client during the Term. Persons receiving the Materials pursuant to the foregoing license are referred to in this CCF as “Participants.” Client will pay the applicable Program fee(s) for each Participant, it being understood that the CCF may specify a particular number of Participants, or may specify a group of individuals, each of whom shall be deemed to be a Participant. Participants are permitted to retain indeﬁnitely for their personal reference the tangible Program materials. Client agrees to use any white papers, articles, Program videos, wall charts and other Program materials and facilitation aids only internally during any term speciﬁed in the CCF.
- Audit. If Company has a reasonable basis for believing that Client has violated the terms of Section 3 (Intellectual Property and License Grant) or that Client has otherwise breached these Terms and Conditions, Company shall have the right, during the Term of the CCF and for 90 days thereafter, to audit Client’s Program use for the purpose of conﬁrming Client’s compliance with the foregoing License Grants.
- Payment. The payment terms are specified on the CCF. If Client fails to provide written notice of a good faith dispute in advance of the payment due date, Client shall pay ﬁnance charges of 1.5% per month on all past due balances until paid, and Company will be entitled, in addition to any other available remedies, to suspend all deliveries to Client under this CCF. Client shall reimburse Company for all reasonable travel and lodging expenses (“Reimbursable Expenses“). Client may request pre-approval of Reimbursable Expenses by notifying Company in writing of such request prior to the Company incurring Reimbursable Expenses, in which case Company will obtain Client’s approval before incurring any Reimbursable Expenses. If Client refuses to approve Reimbursable Expenses reasonably required for Company to perform the services hereunder, Company shall be excused from such performance and any fees due in respect of such excused performance shall remain payable by Client. Reimbursable Expenses, and Materials fees may be invoiced separately from training/facilitation fees (invoiced upon delivery). Payments will be accepted via wire, ACH, check or credit card. If Client pays via credit card, Client shall pay Company a 3% processing fee in addition to the invoice amount.
- Cancellation/Rescheduling. If Client reschedules or cancels an engagement with 15 or fewer business days’ written notice, Client will pay a fee of 40% of the total scheduled engagement price. If no written notice is provided, Client will be liable for all quoted fees and costs of the engagement. In addition, Client will be charged for all materials that ship prior to cancellation. If Client reschedules a cancelled engagement, Client will, in addition to the cancellation fee described above, pay the full scheduled engagement price plus travel and other expenses for the rescheduled event.
- Returns. Client can only return Materials if such Materials are defective, in which case Company shall ship non-defective Materials to Client and Company’s expense, or shall issue a credit in respect of amounts payable or paid by Client in respect of such defective Materials. Credits expire one year following the date of issue.
- Shipping. All orders are shipped F.O.B. shipping point, freight prepaid and added to Client’s invoice. Shipments will be made by surface delivery unless otherwise requested by Client. Client agrees that Company is not responsible for delays in shipment time.
- Warranty/Disclaimer. Company warrants that the Programs and Services: (a) when used in accordance with the terms and conditions of this CCF, will not infringe or otherwise violate any patents, copyrights, trademarks, trade secrets or other intellectual property rights of any third parties; and (b) will be free from material defects in materials and workmanship when delivered. As Client’s sole remedy for defective materials, Company will replace such materials upon their return to Company and will assume ground freight charges for their return for a period of sixty (60) days after receipt by Client. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION, THE PROGRAMS AND SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
- Compliance with Laws. In performing this CCF, Client and Company agree to comply with all applicable laws and regulations including, but not limited, to all export control or other trade regulation. Specifically, with regard to export control, Client hereby acknowledges that all goods and services provided under this CCF are subject to U.S. export control laws and may not be provided directly or indirectly to any country to which export is prohibited by U.S. export control laws (currently Iran, Syria, North Korea or Cuba), or individuals or entities based or resident in these countries. Client acknowledges that if Company has reason to believe that U.S. export control laws may be or have been violated, Company may, in its sole discretion, suspend or terminate this CCF immediately upon written notice.
- Limitation of Liability. TO THE EXTENT ALLOWED BY LAW, COMPANY’S LIABILITY TO CLIENT IN CONNECTION WITH THIS CCF OR ANY PROGRAMS OR SERVICES DELIVERED HEREUNDER SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNT PAID BY CLIENT TO COMPANY FOR PROGRAMS AND SERVICES DURING THE ONE-YEAR PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE GIVING RISE TO THE CLAIM.
- Confidential Information. Company and Client acknowledge that, subject to the exceptions set forth below, the following shall constitute “Conﬁdential Information”: (a) any information relating to this CCF; and (b) any other information that either party reasonably holds in conﬁdence or has received from a third party under an obligation of conﬁdentiality. The following information will not be considered Conﬁdential Information: (w) information that is already generally available to the public at the time of disclosure by the disclosing party; (x) information that hereafter becomes generally available to the public, through no fault of the receiving party; (y) information that is known by the receiving party prior to the disclosure; and (z) information that becomes known through a third party under no obligation not to disclose it. During the Term and for three years thereafter, each party agrees to maintain the other party’s Conﬁdential Information as strictly conﬁdential and not to, directly or indirectly, disclose or reveal it to any third party, or seek to use it for any purpose, except as contemplated in this CCF or as required by a court or governmental authority of competent jurisdiction, after ﬁrst notifying the disclosing party of such disclosure requirement.
- Term and Termination. This CCF shall commence on the Start Date and end on the End Date (each as recorded on the CCF). Thereafter, this CCF shall automatically renew for successive one-year terms unless either party delivers notice of non-renewal to the other at least 30 days prior to the scheduled date of renewal. Company may increase the prices set forth on the CCF by up to 5% at each renewal date by providing notice to Client at least 45 days prior to a renewal date. This CCF may be terminated: (a) by written notice from either party in the event the other party materially defaults in the performance of its obligations hereunder, which default has not been substantially cured within 30 days after written notice has been given to the defaulting party specifying the default or (b) by Company immediately, in the event Client has breached the “License Grant” section of this CCF.
- Governing Law.If the Company is Miller Heiman Group, Inc., then this CCF and all matters relating to this CCF will be governed by, and construed in accordance with, the laws of the State of Delaware, excluding its conﬂicts of law rules.If the Company is Miller Heiman Group (UK) Limited, then this CCF and all matters relating to this CCF will be governed by, and construed in accordance with, the laws of England and Wales, excluding its conﬂicts of law rules.If the Company is Miller Heiman Group (ASIA) Pte. Ltd., then this CCF and all matters relating to this CCF will be governed by, and construed in accordance with, the laws of the Republic of Singapore, excluding its conﬂicts of law rules.If the Company is Miller Heiman Group (ANZ) Pty. Ltd., then this CCF and all matters relating to this CCF will be governed by, and construed in accordance with, the laws of the State of New South Wales, Australia, excluding its conﬂicts of law rules.If the Company is Miller Heiman (Europe) GmbH, then this CCF and all matters relating to this CCF will be governed by, and construed in accordance with, the laws of Germany, excluding its conﬂicts of law rules.If the Company is Miller Heiman Group, a division of ESI Performance Improvement Private Limited, then this CCF and all matters relating to this CCF shall be governed by, and construed in accordance with, the laws of India, excluding its conflicts of law rules.If the Company is TwentyEighty Strategy Execution (Canada), Inc., doing business as Miller Heiman Group Canada, then this CCF and all matters relating to this CCF will be governed by, and construed in accordance with, the laws of the Province of Ontario, Canada, excluding its conﬂicts of law rules.
- Miscellaneous. Company is an independent contractor to Client in respect of services provided under this CCF. Rights and obligations under this CCF that by their nature should survive will remain in eﬀect after termination or expiration of this CCF. Each party will be excused from performance hereunder (except for the payment of money due) for any period and to the extent that it is prevented from performing its obligations, in whole or in part, as a result of delays caused by an act of God, war, civil disturbance, terrorism or nonperformance by third party providers of goods or services, and such nonperformance shall not be a default hereunder or, except as provided in this Section, a ground for termination. No delay or omission by either party to exercise any right or power under this CCF will impair such right or power or be construed to be a waiver thereof. This CCF may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one instrument. Company may, without consent of Client, assign, transfer, delegate or pledge this CCF and/or its rights and obligations hereunder to any third party in connection with any merger, spin-off, or sale of substantially all of the Company’s stock or assets. This CCF contains the entire agreement between the parties with respect to its subject matter and supersedes the terms and conditions of any agreement prior to the date hereof or any preprinted terms of a purchase order submitted at any time. This CCF may not be modiﬁed except by a writing signed by both parties.