Master Services Agreement
Terms & Conditions
PLEASE READ THESE TERMS & CONDITIONS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST ADVANCED LANGUAGE INSTITUTE ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service.
1) Company Information – Synergetics Education, Inc. (“SYED”) operates Advanced Language Institute (“ALI”) both online and around the world. https://advancedlanguageinstitute.com and https://legalwriting.eu are websites operated by SYED. We are registered as a Delaware corporation located at 8 The Green, STE A, Dover, Delaware, 19901. The registered agent in charge thereof is A Registered Agent, Inc.
2) Scope of Services – Advanced Language Institute (“ALI”) is a specialized language program where a dedicated and highly qualified attorney with English teaching background works with law firms and other companies to improve employees’ use of English in the legal sphere. ALI develops workshops and other means of learning with the law firms (“Law Firm”) designed to improve and further develop the their written work product in English through group training sessions, individual coaching sessions, materials development and other related services. Various previously developed workshops are offered on a regular basis, but bespoke programs can also be created to suit the needs of any company.
ALI IS NOT A LAW FIRM AND IS NOT DESIGNED TO OFFER ANY KIND OF LEGAL ADVICE TO ANY PARTY. WHILE OUR INSTRUCTORS ARE GENERALLY LAWYERS, ANY RELATIONSHIP WITH ALI DOES NOT CREATE ANY TYPE OF ATTORNEY/CLIENT RELATIONSHIP.
3) Who May Apply – Any company or any employee of any company trained in the law can apply for our services. While we typically work with attorneys, we can also work with other related fields (e.g., human resources, logistics, paralegal, etc.). Our courses are designed for adults, but upon prior approval, some younger students may be considered.
4) How to Enroll – Visit our websites (www.advancedlanguageinstitute.com or www.legalwriting.eu) to book online, or contact Dr. Joshua Lange at firstname.lastname@example.org for additional information.
5) Cancellations – If a booking is cancelled, we must be notified in writing at the earliest opportunity. Please send any cancellation request to email@example.com immediately. All cancellations will be acknowledged in writing. The Law Firm hereby acknowledges that if it hires the Trainer for a Service, the Trainer may undertake preparations and incur expenses in preparation for the Service. As a result, if the Law Firm cancels a course or any other services provided by ALI after travel is booked, Law Firm must reimburse ALI for any actual costs incurred, plus a 25% surcharge for administrative expenses. If customer cancels within 72 hours of the course start time, the Law Firm will pay 100% of the course fee and all related expenses incurred by ALI and the teacher.
6) Cost of Program – ALI offers a number of pre-designed workshops and long-term programs designed for any law firm or company’s needs. The costs related to these programs are listed on our websites, but any law firm or company may have specialized requirements that may add or subtract to the cost of the program. These ‘Custom Programs’ will operate under the terms of this agreement generally, but the scope of services and costs will vary based on the program itself. Please contact firstname.lastname@example.org for further information on custom programs.
7) Payment – Payment must be received in full at least one month before the first day of your course. If your course starts in less than one-month payment must be received in full within 7 days of booking. ALI is not responsible for any bank charges incurred by international bank transfer. You may pay by:
a) International Bank Transfer in US Dollars, Euros or British Pounds. Please note that International Bank Transfers may incur a fee, chargeable to the law firm or company;
b) Credit and Debit Cards, subject to bank fees of 3%.
8) Expenses – All travel and other expenses incident to the rendering of services reasonably incurred on behalf of ALI during the Term of this Agreement shall be paid by the Law Firm. If any such expenses are paid in the first instance by the Employee, the Company shall promptly reimburse him therefor on presentation of appropriate receipts for any such expenses. Except in extraordinary circumstances approved in writing by ALI and the Law Firm, all travel reimbursements are subject to the following limitations:
a) Airfare: Lowest-priced, full-fare, refundable coach airfare at time of booking for a reasonable itinerary will be reimbursed. Notwithstanding the foregoing, Business Class airfare shall be allowed for international flights in excess of four hours non-stop flight time.
b) Accommodations: Hotel or other accommodations shall be paid by the law firm or company. Because hotel prices vary widely around the world, accommodations should be based on the rack rate of an available 3-star or 4-star hotel near the location of the training.
c) Local Transportation: Any local transportation (Rental Car, Taxi, Uber, etc) related to the performance of services shall be reimbursed with receipts.
9) Injury/Loss – The material displayed on our site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude:
a) All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
b) Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including, without limitation any liability for: loss of income or revenue; loss of business; loss of profits or contracts; loss of anticipated savings; loss of data; loss of goodwill; wasted management or office time; and for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.
c) This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
a) We may collect and process the following data about you:
i) Information that you provide by filling in forms on our site our site. This includes information provided at the time of registering to use our site or purchasing Products as a guest. We may also ask you for information when you enter a competition or promotion sponsored by us, and when you report a problem with our site.
ii) If you contact us, we may keep a record of that correspondence.
iii) We may also ask you to complete surveys that we use for research purposes, although you do not have to respond to them.
iv) Details of transactions you carry out through our site and of the fulfilment of your orders.
v) Details of your visits to our site including, but not limited to, traffic data, location data, weblogs and other communication data, whether this is required for our own billing purposes or otherwise and the resources that you access.
b) IP addresses and cookies – We may collect information about your computer, including where available your IP address, operating system and browser type, for system administration and to report aggregate information to our advertisers. This is statistical data about our users’ browsing actions and patterns, and does not identify any individual.
d) All information you provide to us is stored on our secure servers. Any payment transactions will be encrypted using SSL technology. Where we have given you (or where you have chosen) a password which enables you to access certain parts of our site, you are responsible for keeping this password confidential. We ask you not to share a password with anyone.
e) Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorized access.
f) We use information held about you in the following ways:
i) To ensure that content from our site is presented in the most effective manner for you and for your computer.
ii) To provide you with information about our products or services by email where you have consented to be contacted for such purposes.
iii) To carry out our obligations arising from any contracts entered into between you and us.
iv) To allow you to participate in interactive features of our service, when you choose to do so.
v) To notify you about changes to our service.
vi) We may also use your data, or permit selected third parties to use your data, to provide you with information about goods and services which may be of interest to you by post. You may ask us to stop sending you marketing communications by changing the preferences in your account or sending an email to email@example.com.
g) Disclosure of your information – We may disclose your personal information to any member of our group, which means our subsidiaries, our ultimate holding company and its subsidiaries, as defined in section 1159 of the UK Companies Act 2006. We may disclose your personal information to third parties:
i) In the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets.
ii) If we or substantially all of our assets are acquired by a third party, in which case personal data held by it about its customers will be one of the transferred assets.
h) Your rights – You have the right to ask us not to process your personal data for marketing purposes. You can also exercise the right at any time by contacting us at firstname.lastname@example.org. Our site may, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.
i) Access to information – The Act gives you the right to access information held about you. Your right of access can be exercised in accordance with the Act. Any access request may be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you.
11) Confidential Information / Non-Disclosure Agreement –
a) Confidential Information. The term “Confidential Information” includes, but is not limited to, all information owned by the Releasor and not generally known to the public or in the relevant trade or industry that is communicated orally, written, printed, electronically or any other form or medium, or which was learned, discovered, developed, conceived, originated, or prepared by the Recipient in the scope and course of their relationship with the Releasor, relating directly or indirectly to business processes, technical data, trade secrets, know-how, advice, consultations, proprietary information, client lists, client instructions, assets, business operations, specifications, designs, plans, drawings, hardware, software, data, prototypes or other business and technical information belonging to any client of the Releasor, operational methods, economic and business analyses, models, strategies, and projections, promotion methods, trade show information and contacts, and other proprietary information relating to the business of the Releasor and any and all other concepts, as such Confidential Information pertains personally to principals or other information that has independent economic value.
b) Non-Disclosure. The Recipient agrees that it shall have the obligation to:
i) hold the Confidential Information in the strictest of confidence;
ii) not use the Confidential Information for any personal gain or detrimentally to the Releasor;
iii) take all steps necessary to protect the Confidential Information from disclosure and to implement internal procedures to guard against such disclosure;
iv) not disclose the fact that the Confidential Information has been made available or that discussions and negotiations are taking place or have taken place or any of its terms, conditions or other facts with respect to the transaction; and
v) not disclose or make available all or any part of the Confidential Information to any person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, unless and until such Confidential Information becomes publicly available other than as a consequence of the breach by the Recipient of their confidentiality obligations hereunder.
c) This Section shall survive and continue after any expiration or termination of this Agreement and shall bind Recipient, its employees, agents, representatives, successors, heirs and assigns.
d) Exceptions to Confidential Information. The Recipient shall not be restricted from disclosing or using Confidential Information that:
i) was freely available in the public domain at the time it was communicated to the Recipient by the Releasor;
ii) subsequently came to the public domain through no fault of the Recipient;
iii) is in the Recipient’s possession free of any obligation of confidence at the time it was communicated to the Recipient by the Releasor;
iv) is independently developed by the Recipient or its representatives without reference to any information communicated to the Recipient by the Releasor;
v) is provided by Recipient in response to a valid order by a court or other governmental body, as otherwise required by law; or
vi) is approved for release by written authorization of an officer or representative of the Releasor;
e) Use or Disclosure of Confidential Information. Recipient shall only use the Confidential Information as directed by the Releasor and not for its own purposes or the purposes of any other party. Recipient shall disclose the Confidential Information received under this Agreement to any person within its organization only if such persons are on a “need to know” basis. Recipient shall advise each person to whom disclosure is permitted that such information is the confidential and proprietary property of the Releasor and may not be disclosed to others or used for their own purpose. This Section shall survive and continue after any expiration or termination of this Agreement and shall bind Recipient, its employees, agents, representatives, successors, heirs and assigns.
f) Notice of Disclosure. In the event that the Recipient receives a request or is required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Confidential Information, the Recipient agrees, if legally permissible, to (a) promptly notify the Releasor of the existence, terms and circumstances surrounding such request or requirement, (b) consult with the Releasor on the advisability of taking legally available steps to resist or narrow such request or requirement and (c) assist the Releasor in seeking a protective order or other appropriate remedy; provided, however, that the Recipient shall not be required to take any action in violation of applicable laws. In the event that such protective order or other remedy is not obtained or that the Releasor waives compliance with the provisions hereof, the Recipient shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by the Recipient not permitted by this Agreement.
g) Return of Confidential Information. Upon request from the Releasor or upon the termination of negotiations and evaluations between the Parties, Recipient will promptly deliver to Releasor all originals and copies of all documents, records, software programs, media and other materials containing any Confidential Information. Recipient shall also return to Releasor all equipment, files, and other personal property belonging to Releasor. Recipient shall not be permitted to make, retain, or distribute copies of any Confidential Information and shall not create any other documents, records, or materials in any form whatsoever that includes the Confidential Information.
h) Covenants. The parties hereto agree that the covenants, agreements, and restrictions (hereinafter “this covenant”) contained herein are necessary to protect the business goodwill, business interests and proprietary rights of the Releasor and that the parties hereto have independently discussed, reviewed and had the opportunity of legal counsel to consider this Agreement.
14) Dispute Resolution
a) Binding Arbitration – If the Parties are unable to resolve any Dispute through informal negotiations, the Dispute will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website – www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined to by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Vienna, Austria. Except as otherwise provided herein, the Parties may only litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
c) In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
d) Restrictions – The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually to the full extent permitted by law and that (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
i) SYED and ALI are always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at email@example.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to SYED should be sent to the Delaware business address listed above (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If SYED and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or SYED may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by SYED or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or SYED is entitled.
ii) If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Service will continue to apply.
15) Force Majeure – ALI will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (i.e., a Force Majeure Event). Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will be granted an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event. A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
i) strikes, lock-outs or other industrial action;
ii) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
iii) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
iv) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
v) impossibility of the use of public or private telecommunications networks; and
vi) the acts, decrees, legislation, regulations or restrictions of any government.