These General Terms and Conditions (“General Terms”) are a legal agreement between you (“Client”) and Education Development Center, Inc. (“EDC”) and govern your registration and use of EDC Services as set forth in the Proposal Form, Statement of Work, and/or the Estimate (collectively, the “Agreement”). By requesting and receiving Services (as defined in Section 2) on behalf of your business or entity, Client represents to us that Client has authority to bind that business or entity to these terms, and that business or entity accepts these terms. By using any of the Services, you agree to these General Terms and any policies referenced within, including terms that limit our liability and protect our intellectual property.
1. Period of Performance. This Agreement will begin and end on the dates indicated on the Proposal Form or Estimate (“Term”). Either party may terminate this Agreement immediately in the event of a material breach of this Agreement by the other party that is not cured within thirty (30) days of written notice thereof from the other party.
2. Services. The services (the "Services") are set forth in the Estimate as approved by Client to EDC. All changes must be approved by both parties in writing. EDC will not bill Client for any Services beyond those contained in the Estimate without the prior consent of Client.
2.1 Rescheduling. Once Client schedules dates and times for any ordered Services (if applicable), EDC will allocate resources accordingly. Client may reschedule Services after they have been scheduled by providing no less than ten (10) business days’ notice to EDC, or, as otherwise specifically set forth in a Statement of Work, at no cost for a future date within the Term. If Client cancels any portion of the Services before they have begun with less than ten (10) business days’ notice, Client will only be able to reschedule the portion of the scheduled Services that were canceled with ten (10) days’ notice, and will forfeit any fees paid or payable for the portion of the Services that were canceled without the required notice.
2.2 Delays. Client acknowledges and agrees that if any phase of EDC's scheduled Services as set forth in a Proposal Form or Estimate is delayed by any act or omission of Client, including but not limited to Client's failure to make timely payments as set forth in Section 3 or failure to meet any Client requirements identified in the Agreement, the scheduled completion of the Services or individual phases of the Services as set forth in the Agreement may be delayed. Client agrees that any such delays will count against Client’s Services time available for scheduling, if applicable. Client will not be responsible for any extension period that is caused by circumstances within EDC's control.
2.3 Staffing, Designated Contact and Cooperation. EDC shall have sole discretion in staffing the Services and may assign the performance of any portion of the Services to any subcontractor or consultant; provided that EDC shall be fully responsible for the performance of any such subcontractor or consultant. Client shall designate at least one employee as its primary contact to be available for communication with EDC in providing the Services. Client will cooperate with EDC, will provide EDC with accurate and complete information, will provide EDC with such assistance and access as EDC may reasonably request, and will fulfill its responsibilities as set forth in this Agreement. If EDC personnel are required to be present on a Client site, Client will provide adequate workspace and may provide reasonable worksite safety and security rules to which such personnel are to conform. All resources and information that are required for EDC to perform the Services shall be provided at Client's expense unless otherwise agreed to by the parties.
3. Compensation. In consideration for the Services to be performed, Client will pay and EDC shall accept as full compensation the fees as listed on the Estimate.
Compensation fees are non-refundable and non-cancelable. Unless otherwise set forth in the Estimate, Customer will have the duration of the Term to use or schedule any Professional Services after which time any remaining, unscheduled Professional Services time will be forfeited. In addition to paying the applicable fees, Client shall also pay all reasonable travel and out-of-pocket expenses incurred by EDC in connection with any Services rendered, unless specified otherwise in the Estimate.
EDC will send invoices upon shipment of training materials to the Client. Client will make payments (payable to "Education Development Center, Inc.") within forty-five (45) days of the date of the invoice or immediately upon completion of each training as noted on the Estimate, whichever is later. Payments should be sent to Accounts Receivable, Education Development Center, Inc., 43 Foundry Ave, Waltham, MA 02453-8313.
4. Ownership. As between the Parties all right, title and interest in and to the “Assessing and Managing Suicide Risk: Core Competence for Behavioral Health Professionals” course materials (including, but not limited to, materials related to EDC and the Suicide Prevention Resource Center) made available to Client pursuant to this Agreement (collectively, the “EDC Materials”), and all intellectual property rights therein shall remain with EDC. No rights or licenses are granted with respect to the EDC Materials referred to above other than those rights or licenses expressly granted in this Agreement.
5. Client Obligations. The Client acknowledges and agrees that it shall be responsible for performing the following in a timely manner and will cooperate with EDC in all matters relating to the Services and, if applicable, will provide EDC (its agent, subcontractors, consultants, employees, and assignees) with access to the Client’s premises, other office accommodations, IT support, other requests, and provide such information as reasonably required by EDC to fulfill its obligations under this Agreement.
Client acknowledges and agrees that EDC’s ability to perform under this Agreement is entirely dependent upon Client’s prompt performance of its obligations, described in the Agreement, to provide materials and written approvals and/or instructions to EDC with regard to the Services. Any delays in Client’s performance or changes in the Services requested by Client may delay delivery of the EDC Services and result in additional fees charged to Client.
6. Copyright and Credit. Client acknowledges and agrees to include the following copyright notice and credit on all published materials regarding the Project: “© Education Development Center, Inc. All Rights Reserved.” Client shall acknowledge Zero Suicide Institute/ AMSR and EDC as the sole developer and Owner of the Project, and this written acknowledgment shall appear on all marketing and promotional materials related to the Project.
7. Force Majeure. EDC and Client will be excused from further performance of this Agreement if such performance is rendered impossible or unfeasible due to catastrophes, Acts of God or other major event beyond their reasonable control. A party affected by force majeure will take all reasonable measures to fulfill its obligations with a minimum of delay. It will notify the other party of such event as soon as possible and will give notice of the restoration of normal conditions as soon as possible. When such events have abated, the parties’ respective obligations will resume. If the party affected by force majeure is unable to resume its obligations hereunder within a reasonable time, either party may terminate this Agreement upon thirty days written notice to the other.
8. Independent Contractors. EDC’s relationship to Client under this Agreement is that of an independent contractor. Nothing in this Agreement is intended to constitute a partnership, agency, employer, employee or joint venture relationship between the parties. Neither party may incur any debts or make any commitments for the other party.
9. Insurance. Each party agrees to carry general comprehensive liability insurance to cover itself, its employees, consultants and agents, in amounts consistent with industry standards, to provide to the other party written evidence of such insurance upon request, and to notify the other party promptly in the event of any cancellation or modification of such insurance.
10. Indemnification and Limitation of Liability.
(a) CLIENT agrees to defend, indemnify, and hold harmless EDC, its trustees, directors, officers, employees and agents, and their respective successors, heirs and assigns(the “EDC Indemnitees”) from and against any liability, damage, loss, cost, fee or expense (including reasonable fees of attorneys and other testifying or consulting professionals, and expenses of litigation) incurred by or imposed upon the EDC Indemnitees or any one or more of them solely to the extent arising from any allegations, claims, suits, actions, demands, whether threatened or pending, or judgments arising from or relating to the performance of this Agreement, to the extent such liability, damage, loss, or expense (i) is solely caused by or results solely from the negligent or intentional acts or omissions of Client, its trustees, directors, officers, employees or agents; (ii) arises from breach of the obligations assumed in Section 4 or (iii) arises from the breach of any other warranty or representation made by Client.
(b) EDC agrees to defend, indemnify, and hold harmless Client, its trustees, directors, officers, employees and agents, and their respective successors, heirs and assigns (the “CLIENT Indemnitees”) from and against any liability, damage, loss, cost, fee or expense (including reasonable fees of attorneys and other testifying or consulting professionals, and expenses of litigation) incurred by or imposed upon the CLIENT Indemnitees or any one or more of them solely to the extent arising from any allegations, claims, suits, actions, demands, whether threatened or pending, or judgments arising from or relating to the performance of this Agreement, to the extent such liability, damage, loss, or expense (i) is solely caused by or results solely from the negligent or intentional acts or omissions of EDC, its trustees, directors, officers, employees or agents; (ii) arises from breach of the obligations assumed in Section 4 or (iii) arises from the breach of any other warranty or representation made by EDC.
(c) Notwithstanding the foregoing, the parties agree that CLIENT assumes all risks associated with the use of information provided to CLIENT as part of the Services. EDC shall be held harmless and will not in any event be liable for any direct, indirect, punitive, special, incidental, or consequential damages, including, without limitation, lost revenues, or lost profits, arising out of or in any way connected with the use or misuse of the information provided to CLIENT hereunder, or from any information, documents, services, websites, or other material provided hereunder, or otherwise arising from the Services, whether based on contract, tort, strict liability or otherwise. EDC shall not be liable for any loss or injury caused in whole, or in part, by its actions, omissions, or contingencies beyond its control, including in procuring, compiling, or delivering the information, or arising out of any errors, omissions, or inaccuracies in the information regardless of how caused, or action taken or not taken in reliance upon information furnished.
11. Survival. The parties obligations to each other in Sections 4, 6, 10, and 12 shall survive the termination of this Agreement.
12. Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, collectively the (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Agreement or as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
13. Entire Agreement; Amendments. This Agreement constitutes the entire agreement between Client and EDC with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written, between the parties relating to the subject matter hereof. Any modification or waiver of any of the terms must be mutually agreed to in writing by both Client and EDC.
Description on EDC Services and Scope of Work
I. EDC OBLIGATIONS
a. Arrange and provide specified training(s) for up to the total number of participants indicated in the estimate approved by the Client.
b. Process optional 6.5 hours of continuing education credits related to APA, NASW, and NBCC.
c. Provide optional CME's (Continuing Medical Education) credits for an additional fee of $100 per training plus $10 per participant requesting credits. CME credit fees are not included in the contracted training fee.
d. Process post training evaluation surveys.
e. Provide the client with a summary of post training evaluation results.
f. Ship participant manuals two weeks prior to the training date provided that Client
submits a workshop proposal form at least three weeks prior to the training date.
g. If included in the approved estimate, provide an authorized trainer to deliver the course on the mutually agreed upon training date(s).
II. CLIENT OBLIGATIONS
a. Accommodate persons with disabilities to the fullest extent possible.
b. Secure the time and location of the training.
c. A completed workshop proposal form is to be sent to EDC staff at least three weeks prior to training date.
d. Provide morning coffee/tea, lunch, and afternoon drinks/snacks for all attendees. If lunch cannot be provided at the training location, client will organize a suggested list of nearby restaurants/cafes (within a 10 minute walk/ drive) for participants to purchase lunch.
e. The Client will set up the training room according to the tech and venue requirements in Section III.
f. Client will submit an attendance sheet via email to EDC within 5 business days of the training completion.
g. Client will distribute the online post evaluation weblink to all participants who complete the AMSR training.
III. TECHNOLOGY AND VENUE REQUIREMENTS (ROOM SET UP AND EQUIPMENT)
Client will provide the following equipment and setup:
b. Projection screen/surface
c. In-room audio or speakers
d. A host Windows computer, connected to speakers or in-room audio and projector, and capable of displaying and/or accessing:
i. The internet (hardwired connection strongly preferred)
ii. YouTube and Vimeo videos
iii. Word documents
iv. PowerPoint presentations
v. Adobe PDFs
e. Wireless internet access for participants
f. Two flipcharts and assorted markers
g. A comfortable chair and writing surface for each participant. (Round tables are ideal.)
h. Extension cord and power strip at a table near the front of the room for the lead facilitator
IV. CANCELLATION AND DELAYS POLICY
Unless otherwise requested and approved in writing, Client shall forfeit any fees paid or payable for any portion of the trainings that are unused by the end of the Agreement Term. EDC will not unreasonably deny requests to reschedule or cancel trainings in accordance with Section 2 of the Agreement.