These Interfima Terms & Conditions (these “Terms”) contain the terms and conditions that govern your access to and use of any Interfima Learning Services (defined below) and are an agreement between Interfima (“Interfima,” “we,” “us,” or “our”) and you or the entity you represent (“you”). These Terms take effect when you click an “I Accept” button or check the box presented with these Terms or, if earlier, when you use any of the Interfima Learning Services (“Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into these Terms for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 11 for definitions of certain capitalized terms used in these Terms.
1. Access to the Interfima Learning Services.
You may access and use the Interfima Learning Services in accordance with these Terms. Additional terms may apply to certain Interfima Learning Classes, and any such additional terms will be set forth in a separate agreement between Interfima and you. You agree and acknowledge that you have entered into these Terms, and will use the Interfima Learning Services, as part of your business or professional activities, and not as a consumer or for personal use. Interfima Learning Services may be provided to you by Interfima or our Experts, contractors or agents. To access the Interfima Learning Services, you must register via the Interfima Site and agree to these Terms. If you are entering into these Terms on behalf of an entity, you will provide Interfima with enrollment information for all Clients via the Interfima Site or as otherwise requested by Interfima. We may add, remove or change the Interfima Learning Services described on the Interfima Site from time to time. We will not make any material change to an Interfima Class for which you have already paid a registration fee without notifying you at least five business days before the scheduled start date of the Class.
1.2 Your Responsibilities.
You are responsible for all activities that occur under Interfima accounts you use or create in connection with any Interfima Learning Classes, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents).
2. Fees and Payment.
You will pay us all applicable fees and charges for use of and access to the Interfima Learning Services as described on the Interfima Site using one of the payment methods we support. All amounts payable under these Terms will be made without setoff or counterclaim, and without any deduction or withholding.
2.2 Cancellation; Refunds.
Interfima may cancel an Interfima Learning Class in its discretion at any time up to and including the date of the Interfima Learning Class. If Interfima cancels any Interfima Learning Class for which you have already paid a registration fee, we will either (a) refund the amount you paid for such Interfima Learning Class or (b) offer the same Interfima Learning Class to you on an alternative date. In the case you want to cancel the class for which you have already paid a registration fee, you can only reschedule it by selecting a different date and time from the class calendar on the control panel of the class. You can reschedule your registration for an Interfima Learning Class at least ten business days before the scheduled start date of the Class. Refunds are not eligible after the end of the class.
All fees and charges payable by you are exclusive of applicable taxes and duties (collectively, “Taxes”), including VAT and applicable sales tax. Interfima may charge and you will pay applicable Taxes that Interfima is legally obligated to collect from you.
You will provide such information to us as reasonably required to determine whether we are obligated to collect such Taxes from you. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates.
In cases where Interfima is required to charge Taxes, Interfima will issue an invoice complying with the relevant tax invoicing regulations applicable at that time.
If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
3. Proprietary Rights.
3.1. Your Materials.
You are solely responsible for any materials or information that you own or license from a third party and provide to Interfima in connection with the Interfima Learning Services. You will ensure that you have adequate rights and permissions to provide Interfima with access to any such materials or information.
3.2. Interfima Learning Services License.
As between you and us, we or our Experts or licensors own and reserve all right, title, and interest in and to the Interfima Learning Services. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license during the term of these Terms to access and use the Interfima Learning Services solely in accordance with these Terms. Except where the Interfima Learning Materials are provided to you under a separate license (“Other Licenses”), and subject to the limitations in Section 3.3, we grant you a limited, non-exclusive, revocable, non-sublicensable, non-transferrable license to use written Interfima Learning Materials during and after the relevant Interfima Learning Class. Except as provided in this section, you obtain no rights under these Terms from us, our Experts or our licensors to the Interfima Learning Services, including any related intellectual property rights. In the event of a conflict between these Terms and any Other License, the Other License will prevail with respect to those Interfima Learning Materials.
3.3. License Restrictions.
Neither you nor any Client may use the Interfima Learning Services in any manner or for any purpose other than as expressly permitted by these Terms. Neither you nor any Client may, or may attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any Interfima Learning Services (except to the extent software included in the Interfima Learning Services is provided to you under a separate license that expressly permits the creation of derivative works); (b) reproduce or redistribute any Interfima Learning Materials; or (c) resell or sublicense any Interfima Learning Services. All licenses granted to you in these Terms are conditional on your continued compliance with these Terms, and will immediately and automatically terminate if you do not comply with any term or condition of these Terms.
You acknowledge that Interfima and its Experts will handle any personal data relating to you or your Clients that is provided to Interfima or its Experts for the purposes of these Terms in accordance with the Interfima Privacy Notice. You represent and warrant that you are entitled in accordance with applicable Interfima to provide such personal data to Interfima and its Experts for the purposes of these Terms, and that you will make the Interfima Privacy Notice available to any Clients whose personal data you provide to Interfima or any such Experts. If you provide personal data to Interfima on behalf of any third party in connection with the Interfima Learning Services, you are responsible to such third party for your use and handling of such personal data in accordance with applicable Privacy policies and local regulations. Interfima may from time to time notify you of any changes to the Interfima Privacy Notice, but you should check the Interfima Site frequently for recent changes and notify your Clients about any updated version.
4.1 Sharing Learning Data with Third Party.
If your participation in Interfima Learning Services has been arranged by a third party (i.e. your employer), Interfima will share information about your participation with the employer. This information will include a record of your attendance, and personal data such as your name and the email address you used to register for the class, (collectively “Learning Data”). Interfima will process your personal Learning Data in accordance with the Interfima Privacy Notice, available at https://interfima.org/privacy-policy/. By accepting these Terms, you acknowledge that Interfima will disclose the Learning Data to the employer for certain legitimate business purposes including (a) to confirm that Interfima has delivered the Learning Services in accordance with the terms agreed between Interfima and the client and or employer, (b) to confirm whether you have successfully undertaken the Learning Services, and (c) to identify additional Learning Services that might be of interest to you or the client and or employer.
Interfima may suspend or terminate your use of the Interfima Learning Services upon notice for any breach by you of these Terms. Interfima may also suspend your or any Client’s access to any Interfima Learning Classes if you or any Client displays behavior that we determine is violent, abusive or disruptive or otherwise poses a risk to Interfima or any third party. In such event, you will not receive any discount, credit or refund of any fees, expenses or charges payable by you under these Terms in connection with such Interfima Learning Class. You may terminate these Terms at any time by providing 30 days prior written notice to us. Upon termination, (a) all your rights under these Terms will immediately terminate, (b) you remain responsible for all fees you have incurred through the date of termination, and (c) Sections 3 (except the license granted to you in Section 3.2), 4, 5, 6, 7, 8, 10, and 11 will continue to apply in accordance with their terms.
To the maximum extent permitted by law, and except to the extent caused by us, our employees, experts or subcontractors, you will defend, indemnify, and hold harmless us, our Experts and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) your or any Clients’ use of the Interfima Learning Services in a manner not authorized by these Terms; or (b) a dispute between you and any third party with respect to use of the Interfima Learning Services. We may assume control of the defense and settlement of any third party claim of the nature described above at any time.
THE Interfima TRAINING SERVICES ARE PROVIDED “AS IS.” EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, WE AND OUR EXPERTS AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE Interfima TRAINING SERVICES OR THESE TERMS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR EXPERTS AND LICENSORS DISCLAIM ALL CONDITIONS AND WARRANTIES, INCLUDING ANY IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, MERCHANTABLE OR SATISFACTORY QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
8. Limitations of Liability.
(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR EXPERTS AND LICENSORS WILL NOT BE LIABLE (INCLUDING BUT NOT LIMITED TO LIABILITY FOR NEGLIGENCE) TO YOU FOR ANY:
(i) LOSS OF PROFITS;
(ii) LOSS OF BUSINESS;
(iii) LOSS OF ANTICIPATED SAVINGS;
(iv) LOSS OF GOODWILL AND SIMILAR LOSSES;
(v) INVESTMENTS, EXPENDITURES OR COMMITMENTS RELATED TO THE Interfima TRAINING SERVICES (EXCEPT ACTUAL PAYMENTS BY YOU TO Interfima UNDER THESE TERMS FOR Interfima’S DELIVERY OF THE Interfima TRAINING SERVICES);
(vi) PURE ECONOMIC LOSS; OR
(vii) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, DAMAGES, COSTS, OR EXPENSES OR EXEMPLARY LOSSES, EVEN IF A PARTY HAS BEEN ADVISED OF THEIR POSSIBILITY.
(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY (INCLUDING BUT NOT LIMITED TO LIABILITY FOR NEGLIGENCE) OF US, OUR EXPERTS AND OUR LICENSORS IN CONNECTION WITH THESE TERMS WILL BE LIMITED TO, AT OUR OPTION, (i) REDELIVERY OF THE Interfima TRAINING SESSION(ES) OR SERVICE(S) THAT GAVE RISE TO THE CLAIM; OR (ii) A REFUND OF THE FEES YOU ACTUALLY PAID TO US UNDER THESE TERMS FOR EACH Interfima TRAINING SESSION OR OTHER Interfima TRAINING SERVICE TO WHICH SUCH CLAIM RELATES.
We may modify these Terms at any time by posting a revised version on the Interfima Site or by otherwise notifying you in accordance with Section 10.4. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to access or use the Interfima Learning Services after the effective date of any modifications to these Terms, you agree to be bound by the modified terms. It is your responsibility to check the Interfima Site regularly for modifications to these Terms. We last modified these Terms on the date listed at the beginning of these Terms.
Unless permitted under a separate agreement between you and Interfima, neither party will misrepresent or embellish the relationship between the parties (including by expressing or implying that either party supports, sponsors, endorses, or contributes to the business endeavors of the other), or express or imply any relationship or affiliation between the parties except as expressly permitted by these Terms.
10.2. Force Majeure.
Interfima and its Experts will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control, including, subject to applicable law, acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
10.3. Independent Contractors; Non-Exclusive Rights.
We and you are independent contractors, and these Terms will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective Experts, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) to assist third party developers or systems integrators who might offer products or services which compete with the other party’s products or services.
(a) To You. We will provide any notice to you under these Terms (i) under Section 4 by: (A) posting a notice on the Interfima Site, or (B) sending a message to the email address then associated with your account; and (ii) under Section 5 by sending a message to the email address then associated with your account. Any notices provided by posting on the Interfima Site will be effective upon posting and notices provided by email will be effective when we send the email.
(b) To Us. Subject to any section of these terms, to give us notice under these Terms, you must contact Interfima as follows: (i) by email to email@example.com; (ii) by personal delivery, overnight courier or registered or certified mailto Rue Principale, Bigonville, 8814, Luxembourg, attention General Counsel or (iii) if providing notice of cancellation pursuant to Section 2.2, you may provide such notice by email. We may update the emailor address for notices to us by posting a notice on the Interfima Site. Notices provided by personal delivery will be effective immediately. Notices provided by emailor overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent.
(c) Language. All communications and notices to be made or given pursuant to these Terms must be in the English language.
10.5. Assignment; No Third Party Beneficiaries.
You will not assign these Terms, or delegate or sublicense any of your rights under these Terms, without our prior written consent. Any assignment or transfer in violation of this section will be void. We may assign these Terms (or any of our rights and obligations under these Terms): (a) to any of our Experts; or (b) in connection with any merger, consolidation, reorganization, sale of all or substantially all of our assets or any similar transaction. Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns. These Terms do not create any third party beneficiary rights in any individual or entity that is not a party to these Terms.
10.6. No Waivers.
The failure by either party to enforce any provision of these Terms will not constitute a present or future waiver of such provision nor limit such party’s right to enforce such provision at a later time.
If any portion of these Terms is held to be invalid or unenforceable, the remaining portions of these Terms will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms but the rest of the Terms will remain in full force and effect.
10.8. Governing Law.
Subject to Section 10.9, Interfima contract will be subject to the International Arbitration Laws , without reference to conflict of law rules, govern these Terms and any dispute of any sort that might arise between the parties. The United Nations Convention for the International Sale of Goods does not apply to these Terms.
Any dispute or claim relating in any way arising from this Expert Agreement will be resolved by binding arbitration, rather than in court, there is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms as a court would. The governing law of this arbitration agreement shall be English law or by the parties’ express choice of governing law upon notification. To begin an arbitration proceeding, the expert must send a letter requesting arbitration and describing your claim to Interfima. The arbitration will be conducted under the rules of International Arbitration. Payment of filing, administration and arbitrator fees will be governed by rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. We will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. The parties may choose to have the arbitration conducted by telephone, based on written submissions, or at a mutually agreed location. Interfima and the expert agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a Session, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration Interfima and the expert waive any right to a jury trial. Interfima and the expert both agree that the expert or Interfima may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
10.10. Entire Agreement; English Language.
These Terms include all other documents incorporated by reference herein and are the entire agreement between you and us regarding the subject matter of these Terms. These Terms supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of these Terms. If we provide a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
10.11 Trade Compliance.
You represent and warrant that you and your financial institution(s), or any party that owns or controls you or your financial institution, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority. You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology (“Items”) to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, U.S. Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.
“Expert ” means any entity that directly or indirectly controls, is controlled by or is under common control with that party.
“Interfima Privacy Notice” means the privacy notice located at https://Interfima.org/privacy-policy/ (and any successor or related locations designated by us), as it may be updated from time to time.
“Interfima Site” means https://Interfima.org/ (and any successor or related site designated by us), as may be updated by us from time to time.
“Interfima Learning Class” or “Class” means each of the Learning classes made available by us or our Experts, including those Learning Classes described on the Interfima Site. Interfima Learning Classes may include in-person or web-based or similar virtual programs. Interfima Learning Classes do not include any training or instruction made available directly to you by other companies or individuals under separate terms and conditions.
“Interfima Learning Materials” means educational or instructional materials related to the Interfima services that we might make available from time to time, including reference materials and assessments, either in connection with an Interfima Learning Class or independently (e.g., available for download from the Interfima Site).
“Interfima Learning Services” means each Interfima Learning Class and all Interfima Learning Materials made available to you by us or our Experts.
“Client” means any individual that directly or indirectly accesses or uses Interfima Learning Services under your account.