Terms & Conditions

Terms and Conditions: Right Word, Right Now Communication Consulting, LLC

Section I: Introduction

“Right Word, Right Now Communication Consulting, LLC,” is a fully independent business entity. It has no legal affiliates, subsidiaries, parent companies, and/or official “doing business as” (DBA) designations. Although the legal name of the company is “Right Word, Right Now Communication Consulting, LLC,” it may be known to the public (e.g. via Our logo, website, or other public representations of the company) as “Right Word, Right Now Communication Consulting” and/or as “Right Word, Right Now.”

For purposes of these Terms and Conditions, and for the sake of brevity, the company shall henceforth be referred to in this document by the designation “RWRNCC, LLC”; or it may be described simply as “We,” “Us,” or “Our.” All of these terms shall be understood to refer, specifically and exclusively, to the entity known legally as “Right Word, Right Now Communication Consulting, LLC,” or to its authorized representative(s).

Section II: Additional Terms

“Participant(s)”: A “Participant” shall designate a person who undergoes training and/or other services offered by Us and/or by Our authorized representative. A Participant may receive individual training, and/or s/he may participate in group training (e.g. via a Seminar and/or Class) that We offer. A Participant may also be a Client and/or a Fiscally Responsible Entity, depending upon the circumstances under which his/her training and/or other services are contracted for and paid for (please see below).

“Client(s)”: A “Client” shall designate any person, business, or other entity who may legally agree to a Contract that authorizes provision of training and/or other services by Us to one or more Participants. A Client may be the Participant him/herself (e.g. in the case of a Private Client who is the authorized signatory of the Contract with Us that sets the terms under which he/she will be trained by Us and/or by which he/she may otherwise avail him/herself of Our services). A Client may also be a company, corporation, and/or other business entity whose authorized representative can legally and contractually authorize a Participant’s participation in training and/or other services offered by Us. A Client may also be a third party (e.g. a parent and/or legal guardian, in the event that the Participant is a minor under the law) who can legally and contractually authorize a Participant’s participation in training and/or other services offered by Us. *PLEASE NOTE: No Contract for services to be provided by Us to a Participant will be considered, by Us, to be either legitimate or legally binding without the signature of the Client or of the Client’s authorized representative. Furthermore, no Contract for services to be provided by Us will be considered, by Us, to be either legitimate or legally binding unless a Client (or the Client’s authorized representative) has signed the Contract to authorize the participation of each Participant whose participation is authorized by the Contract.

“Fiscally Responsible Entity”: A “Fiscally Responsible Entity” shall designate any person, business, or other entity who is legally and contractually responsible for meeting the costs of a Participant’s utilization of training and/or other services offered by Us. The Fiscally Responsible Entity may be a Participant (e.g. if the Participant is legally and contractually responsible for the cost of training and/or other services offered by Us to the Participant). A Fiscally Responsible Entity may also be a company, corporation, or other organization or business entity (e.g. if a Fiscally Responsible Entity is an employer, sponsor, or other entity who is legally and contractually responsible for paying the cost of training and/or other services offered by Us to one or more Participants). A Fiscally Responsible Entity may also be any third party (e.g. a parent, friend, and/or associate) who assumes legal and contractual responsibility for paying the cost of training and/or other services offered by Us to one or more Participants. *PLEASE NOTE: No Contract for services to be provided by Us to a Participant will be considered, by Us, to be either legitimate or legally binding without the signature of the Fiscally Responsible Entity, whether the Fiscally Responsible Entity is a Participant, a Client, and/or a third party as described above. Furthermore, if the Fiscally Responsible Entity is a company, corporation, and/or other business or organization, no Contract for services to be provided by Us to a Participant will be considered, by Us, to be either legitimate or legally binding without the signature of the authorized representative of the Fiscally Responsible Entity.

“Private Client”: A “Private Client” may designate an individual Participant who contracts with Us for training and/or other services to be offered by Us and who is empowered to sign a Contract authorizing the Private Client’s/Participant’s participation in said training and/or services. Alternatively, a Private Client may be a third party (e.g. a parent or legal guardian, in the event that the Participant is a minor under the law) who can legally and contractually authorize a Participant’s participation in training and/or other services offered by Us. *PLEASE NOTE: No Contract between Us and a Private Client for services to be provided by Us to a Participant will be considered, by Us, to be either legitimate or legally binding without the signature of the Private Client authorizing the Participant’s participation in said training and/or other services. Furthermore, if the Fiscally Responsible Entity is a person or organization other than the Private Client, no Contract for services to be provided by Us to a Participant will be considered, by Us, to be either legitimate or legally binding without the signature of the Fiscally Responsible Entity or the Fiscally Responsible Entity’s authorized representative.

“Business”: A “Business” shall designate a company, corporation, or other organization who, for purposes of a Contract with Us, shall be considered to be the Client whose authorized representative can legally and contractually authorize a Participant’s participation in training and/or other services offered by Us; and who, for purposes of said Contract, shall be considered to be the Client who legally and contractually authorizes the Participant’s participation in said training and/or other services. *PLEASE NOTE: No Contract between Us and a Business for services to be provided by Us to a Participant will be considered, by Us, to be either legitimate or legally binding without the signature of the Business’s (Client’s) authorized representative. Furthermore, if the Fiscally Responsible Entity is a person or organization other than the Business, no Contract for services to be provided by Us to a Participant will be considered, by Us, to be either legitimate or legally binding without the signature of the Fiscally Responsible Entity or the Fiscally Responsible Entity’s authorized representative.

“Interested Party”: An “Interested Party” shall designate any person, business, or entity who (or whose authorized representative) is a signatory to a Contract concluded between Us and a Client. Interested Parties shall be limited to: 1) RWRNCC, LLC or its authorized representative(s); 2) the Client(s) or the authorized representative(s) of the Client(s); and 3) any Fiscally Responsible Entities or their authorized representatives. *PLEASE NOTE: “Interested Party” shall ONLY be considered to designate a signatory to a Contract. Once a Contract has been made legally and contractually binding (please see the section titled “Contract” below), the Contract may only be amended—and the new Contract made legally and contractually binding—with the participation of all Interested Parties UNLESS unavoidable circumstances make one or more Interested Parties unable to participate in the creation of an amended Contract. In the event that one or more Interested Parties is unable to participate in the creation of an amended Contract, the amended Contract may be made legally and contractually binding with the participation of one or more duly authorized representatives empowered to replace the Interested Part(ies) unable to participate in amending the Contract.

“Individual Training”: “Individual Training” shall designate training and/or other services provided by Us (or by Our authorized representative) to a single Participant by teleconference or in person. Individual Training may occur if the Participant is a Private Client able to authorize and to agree to training and/or other services offered by Us to the Participant; or, in the event that the Participant is not the Client, Individual Training may occur if training and/or other services to be provided by Us to the Participant have been authorized by the Client or—if the Client is a Business—by the Client’s authorized representative.

“Seminar”: A “Seminar” shall designate training and/or other services provided by Us (or by Our authorized representative) to a group of Participants, in person or by teleconference, during a time period that would typically span a few hours or days. The subject area(s), venue(s), and/or other terms and conditions of the Seminar would typically be negotiated between Us and a Business, with authorization of the Contract for Our services to be provided by the Business’s authorized representative(s). However, a Contract might also be established between Us and a group of Private Clients who wished to participate in and/or to sponsor a Seminar to be provided by Us.

“Class”: A “Class” shall designate training and/or other services provided by Us (or by Our authorized representative) to a group of Participants, in person or by teleconference, during a time period that would typically span several meetings across multiple dates. The subject area(s), venue(s), and/or other terms and conditions of the Class would typically be negotiated between Us and a Business, with authorization of the Contract for Our services to be provided by the Business’s authorized representative(s). However, a Contract might also be established between Us and a group of Private Clients who wished to participate in and/or to sponsor a Class to be provided by Us.

“Session”: A “Session” shall designate one (1) meeting between Our instructor (and/or Our authorized representative) and one or more Participants, either in person or online, for purposes of training and/or other services provided by Us to the Participant(s). A Session may vary in length of time depending upon the type of instruction and/or other services We are providing. With regard to Individual Training, a Session shall designate one meeting between Our instructor (and/or Our instructor’s authorized representative) and the Participant. With regard to a Seminar, a Session shall designate the length of a half-day Seminar; i.e. a full-day Seminar shall be considered to last the equivalent of two Sessions, with the first Session typically occurring in the morning, and the second Session typically occurring in the afternoon. With regard to a Class, a Session shall designate one meeting between Our instructor (and/or Our instructor’s authorized representative) and the Participant(s). *PLEASE NOTE: If a Participant is present, either online or in person, for any part of a Session, he/she will be charged for the ENTIRE SESSION. Moreover, if We provide any portion of a Session, it shall be billable and invoiced as a full session.

“Cancellation”: “Cancellation” shall designate any change in the date, time, location, and/or manner of a Session and/or other scheduled event, including, but not limited to, postponement and/or elimination of the Session and/or other event.

“Intellectual Property”: “Intellectual Property” shall designate any intellectual creation that is proprietary to RWRNCC, LLC, whether used during provision of training and/or other services, in supplemental materials, or elsewhere. Intellectual property shall include, but shall not be limited to, training documents, images, graphics, logos, textual content, literary works, artistic works, inventions, designs, symbols, names, computer code, and/or other intellectual content, in any format, whether published or un-published. (For further details about Intellectual Property, and about limitations imposed upon the use of Intellectual Property proprietary to Us, please see the section of this document entitled “Intellectual Property (IP) Rights.”)

“Total Participation Fees”: The “Participation Fee” shall be the contractually agreed fee We will charge to provide training and/or other services. “Total Participation Fees” shall be calculated as:

a)
The fee per Session (expressed as a dollar amount per Participant), multiplied by
b)
The number of Participants, multiplied by
c)
The number of Sessions.

Total Participation Fees will be invoiced by Us and paid by the Client(s) and/or Fiscally Responsible Entities (as defined in these Terms and Conditions and in the Contract) according to the stipulations of the Contract and of the “Fees and Expenses” section of this document. *PLEASE NOTE: A Participant will be charged for an ENTIRE SESSION if he/she attends any part of the Session. *PLEASE NOTE: In the case of a Seminar, a Participant who attends any part of the Seminar, in person or online, shall be charged for the entire cost of the Seminar; please see the “Fees and Expenses: Seminars” section of this document for further details. *PLEASE NOTE: If a Participant Cancels a Session, he/she may be charged for the Session if the Cancellation meets the conditions for said charges as contained in Our Attendance/Cancellation policy; please see the “Attendance/Cancellation Policy” section of this document for further details. *PLEASE NOTE: Final Total Participation Fees for Seminars and Classes shall be charged according to the stipulations contained in the “Fees and Expenses” section of this document and as detailed under “Seminars” and “Classes,” respectively.

“Additional Charges”: “Additional Charges” shall designate charges in addition to the Participation Fee(s) that shall be invoiced by Us and paid by the Client(s) and/or Fiscally Responsible Entities (as defined in these Terms and Conditions and in the Contract) according to the stipulations of the Contract and of the “Fees and Expenses” section of this document. These charges may include, but are not limited to, actual travel expenses; materials costs; transportation and/or shipping costs; actual costs for any contract staff hired by Us to assist in preparation for, presentation of, and/or completion of activities involved in training and/or other services provided by Us; costs for any food and/or liquid refreshment (including catering fees) paid for by Us and made available before, during, or after training or other services provided by Us; facilities costs (e.g. rental, preparation, cleaning, etc.) not paid directly by the Client(s) and/or Fiscally Responsible Entities; and any other incidental expenses, whether planned or unforeseen. *PLEASE NOTE: All charges will be invoiced in United States Dollars (USD) and should be paid in same. In the event that payment is made in a different currency, final invoicing will include conversion fees and will reflect the currency conversion rate extant on the date Our invoice is made available to the Client(s) and/or Fiscally Responsible Entit(ies).

“Proposal”: A “Proposal” shall be a document, written and proffered by Us, that will detail and describe a proposed program of training and/or other services, with the training and/or services to be provided by Us to one or more Participants via Individual Training, via one or more Seminars, and/or via one or more Classes. The Proposal may include, among other details, the subject area(s) to be addressed by the course(s) of training and/or other services to be provided by Us; the anticipated number of Participants; Participation Fees and other anticipated charges; and payment schedule. The Proposal may be amended, prior to signing, upon the agreement of all Interested Parties to the proposed Contract.

*PLEASE NOTE: ONCE THE DETAILS OF A PROPOSAL HAVE BEEN AGREED TO BY

1) THE CLIENT(S) AND/OR THE CLIENT(S)’ AUTHORIZED REPRESENTATIVE(S),
2) US AND/OR OUR AUTHORIZED REPRESENTATIVE(S), AND
3) ANY FISCALLY RESPONSIBLE ENTIT(IES) ADDITIONAL TO THE CLIENT(S),

THE PROPOSAL WILL BE CONVERTED TO A CONTRACT THAT SHALL BE CONSIDERED LEGALLY AND CONTRACTUALLY BINDING AS OF THE DATE THAT

1) THE CONTRACT HAS BEEN SIGNED BY ALL INTERESTED PARTIES, AND
2) COPIES OF SAID CONTRACT HAVE BEEN MADE AVAILABLE TO ALL INTERESTED PARTIES.

“Contract”: A “Contract” shall designate a written compact that will detail and describe a proposed program of training and/or other services, with the training and/or services to be provided by Us to one or more Participants via Individual Training, via one or more Seminars, and/or via one or more Classes. The Contract may include, among other details, the subject area(s) to be addressed by the course(s) of training and/or other services to be provided by Us; the anticipated number of Participants; Participation Fees and other anticipated charges; and payment schedule.

*PLEASE NOTE: A CONTRACT SHALL BE CONSIDERED LEGALLY AND CONTRACTUALLY BINDING AS OF THE DATE THAT

1) THE CONTRACT HAS BEEN SIGNED BY ALL INTERESTED PARTIES, AND
2) COPIES OF SAID CONTRACT HAVE BEEN MADE AVAILABLE TO ALL INTERESTED PARTIES.

*PLEASE NOTE: Once a Contract has been made legally and contractually binding as described above, the provisions of the Contract may only be nullified and/or changed through the negotiation of a new Contract that is agreed to, signed by, and subsequently made available to all Interested Parties—and/or their authorized representative(s)—who were party to the previous Contract.

*PLEASE NOTE: A CONTRACT SHALL INCLUDE THE STIPULATION THAT ALL SIGNATORIES (INCLUDING US AND/OR OUR AUTHORIZED REPRESENTATIVE(S), THE CLIENT(S) AND/OR THEIR AUTHORIZED REPRESENTATIVE(S), FISCALLY RESPONSIBLE ENTIT(IES) AND/OR THEIR AUTHORIZED REPRESENTATIVE(S), AND ANY OTHER INTERESTED PART(IES) TO THE CONTRACT) HAVE READ AND UNDERSTOOD THE CONTRACT IN ITS ENTIRETY. THE CONTRACT SHALL FURTHER STATE THAT ALL SIGNATORIES HAVE READ, AND UNDERSTOOD IN THEIR ENTIRETY, OUR PRIVACY POLICY, GUARANTEE OF NON-DISCLOSURE, AND THESE TERMS AND CONDITIONS. IT WILL BE ASSUMED, BOTH LEGALLY AND CONTRACTUALLY, THAT: 1) ALL SIGNATORIES TO THE CONTRACT AFFIRM THAT THEY HAVE READ AND UNDERSTOOD THE CONTRACT, PRIVACY POLICY, GUARANTEE OF NON-DISCLOSURE, AND TERMS AND CONDITIONS; AND 2) ALL SIGNATORIES AGREE AND AFFIRM THAT THEY WILL BE LEGALLY AND CONTRACTUALLY BOUND BY THE ENTIRE CONTENTS OF ALL FOUR DOCUMENTS.

*PLEASE NOTE: In the event that any contradiction, real or apparent, exists between these Terms and Conditions and the most recent Contract to have been made legally and contractually binding, the Contract shall be considered to replace, legally and contractually, the contents of these Terms and Conditions. (Please see the section of this document titled “Changes to these Terms and Conditions/Dispute Resolution” for more details.)

*PLEASE NOTE: With respect to any subject that is addressed in these Terms and Conditions but not in the most recent Contract to have been made legally and contractually binding, the details and stipulations of these Terms and Conditions shall be considered to hold equal legal weight, and to impose the same degree of legal and contractual obligation upon the signatories of the Contract (i.e. upon all Interested Parties), as do the details and stipulations of the Contract itself. (Please see the section of this document titled “Changes to these Terms and Conditions/Dispute Resolution” for more details.)

*PLEASE NOTE: Disputes regarding Contracts, these Terms and Conditions, and/or other matters affecting Interested Parties to the Contract shall be resolved according to the procedures contained in the section of this document titled “Changes to these Terms and Conditions/Dispute Resolution.”

Section III: Fees and Expenses

*PLEASE NOTE: All charges will be invoiced in United States Dollars (USD) and should be paid in same. In the event that payment is made in a different currency, final invoicing will include conversion fees and will reflect the currency conversion rate current as of the date Our invoice is made available to Client(s) and/or their Fiscally Responsible Entit(ies).

Charges to be invoiced by Us, and to be paid by the Client(s) and/or the Client(s)’ Fiscally Responsible Entit(ies), shall be invoiced as follows:

A)
Individual Training: Fees for training and/or other services provided by Us to individual Participants, whether the Participants are self-paying or are funded by a third party (e.g. by a Business and/or other Fiscally Responsible Entity), will be invoiced at a flat rate per Session. The precise fee to be charged per Session, and the payment schedule to be followed, will be agreed to via the Contract signed by all Interested Parties before training and/or other contracted services begin. The same fee shall apply whether instruction is provided over the internet or in person. Incidental expenses (e.g. costs for materials, shipping costs, and/or costs to access practice software) shall be considered to have been met by the flat fee charged per Session EXCEPT under circumstances—whether foreseen or unforeseen—that cause Us to incur costs not materially met by the flat, per-Session fee rate. In the event that incidental expenses are not sufficiently met by the flat rate per Session, additional charges may be negotiated between Us and the Client and/or the Client’s authorized representative(s), and/or between Us and the Client’s Fiscally Responsible Entit(ies), and may be invoiced by Us.
*PLEASE NOTE: If a Participant receives Individual Training, he/she will be charged for an ENTIRE SESSION if he/she attends any part of the Session.
*PLEASE NOTE: If a Participant who receives Individual Training Cancels a Session, he/she may be charged for the Session if the Cancellation meets the conditions for said charges as contained in Our Attendance/Cancellation Policy. (Please see the section of this document entitled “Attendance/Cancellation Policy.”)
*PLEASE NOTE: A Participant’s training and/or other services may be terminated by Us—with forfeiture of payments received by Us as compensation for, or to cover expenses connected to, Our provision of training and/or other services to the Participant—if the Participant is in violation of specific parts of Our Attendance/Cancellation Policy. (Please see the section of this document entitled “Attendance/Cancellation Policy.”)
*PLEASE NOTE: Separate invoices will be submitted for each Participant who receives Individual Training.
B)
Seminars: Seminars, whether provided in person or online, shall include a minimum of four (4) Participants but may include twenty (20) Participants or more. *PLEASE NOTE: The total number of ANTICIPATED Participants shall be specified and agreed to in the signed Contract. The total number of ANTICIPATED Participants shall be considered to have been agreed to as of the date that the Contract becomes legally and contractually binding.
Fees We may charge to conduct one or more Seminars may include, but not be limited to:
C)
1. Participation Fees: *PLEASE NOTE: Total Participation Fees invoiced for a Seminar shall be calculated by:
  a) multiplying the contractual fee per Session by the total number of ANTICIPATED Participants (i.e. the ANTICIPATED number of Participants as specified and agreed to in the signed Contract) or ACTUAL Participants (i.e. the ACTUAL number of Participants present, either online or in person, at any time during the Seminar), whichever number is HIGHER; and
  b) multiplying the resulting number by the number of Sessions (i.e. one-half of a day) the Seminar comprises.
  *PLEASE NOTE: If the number of ACTUAL Seminar Participants exceeds the number of ANTICIPATED Participants, the ACTUAL number will be used to calculate the Total Participation Fees invoiced; whereas, if the number of ANTICIPATED Seminar Participants exceeds the number of ACTUAL Participants, the ANTICIPATED number will be used to calculate the Total Participation Fees invoiced. THIS STIPULATION IS NECESSARY TO COVER COSTS INCURRED BY US ON A PER-PARTICIPANT BASIS.
  *PLEASE NOTE: Final Total Participation Fees for a Seminar will be calculated and charged as if each Participant had been able to attend the ENTIRE SEMINAR, without regard to the amount of time each individual Participant was actually present, in person or online, during the Seminar. Again, THIS IS TO COVER COSTS INCURRED BY US ON A PER-PARTICIPANT BASIS.
2. Materials Costs: Materials costs will reflect the total number of ANTICIPATED Participants (i.e. the ANTICIPATED number of Participants as specified and agreed to in the signed Contract) or ACTUAL participants, whichever number is HIGHER. If the number of ACTUAL Participants exceeds the number of ANTICIPATED Participants, the ACTUAL number will be used to calculate total materials costs; whereas, if the number of ANTICIPATED Participants exceeds the number of ACTUAL Participants, the ANTICIPATED number will be used to calculate total materials costs. THIS STIPULATION IS NECESSARY TO COVER COSTS FOR MATERIALS, SHIPPING, AND OTHER EXPENSES incurred by Us in preparation for, during the presentation of, and after the conclusion of the Seminar. *PLEASE NOTE: We will attempt to provide a sufficient quantity of materials, prior to and at the time of the Seminar, based upon the ANTICIPATED number of Participants specified in the Contract; however, if We are unable to provide a sufficient quantity of materials because the ANTICIPATED number of participants proves to be lower than the ACTUAL number of participants, purchasing, shipping, and other charges incurred by Us in an attempt to provide additional materials (including any fees for rushed services) will be billed to the Client(s) and/or Fiscally Responsible Entit(ies). (Please see “Transportation of Materials and Equipment” below.)
3. Transportation of Materials and Equipment: Actual transportation/shipping costs of materials and/or equipment (including transportation costs for materials provided before, during, or subsequent to the Seminar) will be billed to the Client(s) and/or Fiscally Responsible Entit(ies). (Please see “Materials Costs” above.)
4. Actual travel expenses: Actual travel expenses will be billed to the Client(s) and/or Fiscally Responsible Entit(ies) and may include transportation costs (e.g. air fare, automobile rental, etc.) incurred by Our instructor and/or staff en route to the general locale (e.g. city) in which the Seminar is to be held; en route to and from the location (e.g. a Client’s office building or a hired lecture facility) of the Seminar itself; and/or en route home. Housing expenditures (e.g. hotel costs) will also be billed, as will taxes and fees incurred as a result of travel by Our instructor and/or staff.
  *PLEASE NOTE: Expenses for meals and/or other refreshment incurred by Our instructor and/or staff in the course of travel to the location of the Seminar, while there, or on the way home, if spent to provision Our instructor and/or staff, will not be billed to the Client(s) and/or Fiscally Responsible Entit(ies); however, in the event that Our instructor and/or staff provide meals and/or other refreshment to Participants—or to other persons involved in arranging, carrying out, and/or completing the Seminar—those costs shall be billed to the Client(s) and/or Fiscally Responsible Entit(ies) according to the Refreshment Costs terms that follow.
5. Refreshment Costs: Actual costs incurred by Us before, during, or after the Seminar for any food or liquid refreshments provided to Participants and/or to other persons involved in arranging, carrying out, and/or completing the Seminar—including, but not limited to, costs for supplies, staffing, and/or facilities used to provide said refreshments—will be billed to the Client(s) and/or Fiscally Responsible Entit(ies).
6. Contract Staff: Actual costs for any contract staff (e.g. temporary assistants) hired by Us to assist Our instructor before, during, or after the Seminar will be billed to the Client(s) and/or Fiscally Responsible Entit(ies).
7. Equipment rental or purchase: In the event that equipment essential for presentation of the Seminar (e.g. laptop projectors, projection screens, etc.) is not provided directly by the Client(s), We will attempt (in coordination with the Client(s) and/or Fiscally Responsible Entit(ies)) to make the equipment available in the most cost-effective manner (e.g. by shipping Our own equipment or by renting from a provider near the site of the Seminar) and will bill the Client(s) and/or Fiscally Responsible Entit(ies) for actual costs We incur as a result. In the event that the most cost-effective solution proves to be the purchase of equipment, We will work with the Client(s) and/or Fiscally Responsible Entit(ies) to find the equipment at a price agreed to by all parties. In the event that equipment is purchased, We will negotiate with the Client(s) and/or Fiscally Responsible Entit(ies) as to how the purchase price for the equipment shall be met, and regarding who shall take subsequent ownership of the equipment purchased.
8. Rental of facilities: Actual costs for any rental of facilities (e.g. presentation room(s), reception area(s), etc.) necessary for presentation of the Seminar and not provided directly by the Client(s) will be billed to the Client(s) and/or Fiscally Responsible Entit(ies).
9. Incidental expenses: Absent a demonstrable error or omission by Us or by Our authorized representative(s), actual costs for any incidental expenses (including, but not limited to, cleaning fees, taxes, and/or other unforeseen expenses) incurred by Us while in the process of preparing for, presenting, and/or concluding the Seminar will be billed to the Client(s) and/or Fiscally Responsible Entit(ies).
C)
Classes: Classes, whether provided in person or online, shall include a minimum of two (2) Participants but may include up to ten (10) Participants, if agreed to in the Contract. (*PLEASE NOTE: Classes in Accent Modification/Advanced Business English are limited to five (5) Participants and are provided in person only.) *PLEASE NOTE: The total number of ANTICIPATED Participants shall be specified and agreed to in the signed Contract. The total number of ANTICIPATED Participants shall be considered to have been agreed to as of the date that the Contract becomes legally and contractually binding.
Client(s) and/or Fiscally Responsible Entit(ies) with whom We have contracted to conduct one or more Classes may incur charges including, but not limited to:
C)
1. Participation Fees: *PLEASE NOTE: Total Participation Fees invoiced for a Class shall be calculated by a) multiplying the contractual fee per Session by the total number of ANTICIPATED Participants (i.e. the ANTICIPATED number of Participants as specified and agreed to in the signed Contract) or ACTUAL Participants (i.e. the ACTUAL number of Participants present, either online or in person, at any time during the Class), whichever number is HIGHER; and b) multiplying the resulting number by the number of Sessions the Class comprises.
  *PLEASE NOTE: If the number of ACTUAL Class Participants exceeds the number of ANTICIPATED Participants, the ACTUAL number will be used to calculate the Total Participation Fees invoiced; whereas, if the number of ANTICIPATED Class Participants exceeds the number of ACTUAL Participants, the ANTICIPATED number will be used to calculate the Total Participation Fees invoiced. THIS STIPULATION IS NECESSARY to COVER COSTS INCURRED BY US ON A PER-PARTICIPANT BASIS.
  *PLEASE NOTE: Final Total Participation Fees will be calculated and charged as if each Participant had been able to attend the ENTIRE CLASS SESSION, without regard to the total amount of time each individual Participant was actually present, in person or online, during the Class Session. Again, THIS IS TO COVER COSTS INCURRED BY US ON A PER-PARTICIPANT BASIS.
2. Materials Costs: Materials costs will reflect the total number of ANTICIPATED Participants (i.e. the ANTICIPATED number of Participants as specified and agreed to in the signed Contract) or ACTUAL participants, whichever number is HIGHER. If the number of ACTUAL Participants exceeds the number of ANTICIPATED Participants, the ACTUAL number will be used to calculate total materials costs; whereas, if the number of ANTICIPATED Participants exceeds the number of ACTUAL Participants, the ANTICIPATED number will be used to calculate total materials costs. THIS STIPULATION IS NECESSARY TO COVER COSTS FOR MATERIALS, SHIPPING, AND OTHER EXPENSES incurred by Us in preparation for, during the presentation of, and after the conclusion of the Class. *PLEASE NOTE: We will attempt to provide a sufficient quantity of materials, prior to and at the time of the Class, based upon the ANTICIPATED number of Participants specified in the final Contract; however, if We are unable to provide a sufficient quantity of materials because the ANTICIPATED number of participants proves to be lower than the ACTUAL number of participants, purchasing, shipping, and other charges incurred by Us in an attempt to provide additional materials (including any fees for rushed services) will be billed to the Client(s) and/or Fiscally Responsible Entit(ies). (Please see “Transportation of Materials and Equipment” below.)
3. Transportation of Materials and Equipment: Actual transportation/shipping costs of materials and/or equipment (including transportation costs for materials provided before, during, or after the Class) will be billed to the Client(s) and/or Fiscally Responsible Entit(ies). (Please see “Materials Costs” above.)
4. Refreshment Costs: Actual costs incurred by Us before, during, or after the Class for any food or liquid refreshments provided to Participants and/or to other persons involved in arranging, carrying out, and/or completing the Class—including, but not limited to, costs for supplies, staffing, and/or facilities used to provide said refreshments—will be billed to the Client(s) and/or Fiscally Responsible Entit(ies).
  *PLEASE NOTE: Expenses for meals and/or other refreshment incurred by Our instructor and/or staff in the course of travel to the location of the Class, while there, or on the way home will not be billed to the Client(s) and/or Fiscally Responsible Entit(ies); however, in the event that Our instructor and/or staff provide meals and/or other refreshment to Participants—or to other persons involved in arranging, carrying out, and/or completing the Class—those costs shall be billed to the Client(s) and/or Fiscally Responsible Entit(ies) according to the Refreshment Costs terms above.
5. Contract Staff: Actual costs for any contract staff (e.g. temporary assistants) hired by Us to assist Our instructor before, during, or after the Class will be billed to the Client(s) and/or Fiscally Responsible Entit(ies).
6. Equipment rental or purchase: In the event that equipment essential for presentation of the Class (e.g. laptop projectors, projection screens, etc.) is not provided directly by the Client, We will attempt (in coordination with the Client(s) and/or Fiscally Responsible Entit(ies)) to make the equipment available in the most cost-effective manner (e.g. by transporting Our own equipment or by renting from a provider near the site of the Class) and will bill the Client(s) and/or Fiscally Responsible Entit(ies) for actual costs We incur as a result. In the event that the most cost-effective solution proves to be the purchase of equipment, We will work with the Client(s) and/or Fiscally Responsible Entit(ies) to find the equipment at a price agreed to by all parties. In the event that equipment is purchased, We will negotiate with the Client(s) and/or Fiscally Responsible Entit(ies) as to how the purchase price for the equipment shall be met, and regarding who shall take subsequent ownership of the equipment purchased.
7. Rental of facilities: Actual costs for any rental of facilities (e.g. presentation room(s), reception area(s), etc.) not provided directly by the Client(s) will be billed to the Client(s) and/or Fiscally Responsible Entit(ies).
8. Incidental expenses: Absent a demonstrable error or omission by Us or by Our authorized representative(s), actual costs for any incidental expenses (including, but not limited to, cleaning fees, taxes, and/or other unforeseen expenses) incurred by Us while in the process of preparing for, presenting, or concluding a Class will be billed to the Client(s) and/or Fiscally Responsible Entit(ies).

Section IV: Payment Methods

Payment for training and/or other services We provide may be made using one or more of the payment options available via PayPal. These options MAY include one or more of the following:

C)
1. Payment from a PayPal balance and/or via other forms of electric funds transfer (EFT) offered by PayPal’s platform. (As of February 1, 2024, forms of EFT supported by PayPal’s platform included PayPal, Venmo, Pay Later, Google Pay, Samsung Pay, and Apple Pay.)
2. Credit card payments from a valid and legal credit account.
3. Debit card payments from a valid and legal bank account.

*PLEASE NOTE: The payment method to be used shall be agreed to by Us and by all Interested Parties at the time that the Contract for training and/or other services to be provided by Us becomes legally and contractually binding. *PLEASE NOTE: Once the Contract for Our services has been made legally and contractually binding, terms of payment shall only be changed via written agreement between Us and the Client(s) and/or Fiscally Responsible Entit(ies).

Section V: Payment Schedule

Absent an alternate agreement reached between Us and all Interested Parties at the time the Contract for Our services becomes legally and contractually binding, invoicing by Us, and payment by the Client(s) and/or Fiscally Responsible Entit(ies), shall proceed as follows:

A)
Individual Training:
1. 1)
  Initial Invoice: A sum equal to fifty percent (50%) of the ANTICIPATED Total Participation Fees (i.e. the fee per Session agreed to between Us and all Interested Parties at the time that the Contract becomes legally and contractually binding, multiplied by the anticipated number of Sessions) shall be invoiced by Us prior to the initiation of training and/or other services to be provided by Us to the Participant. Payment shall be received by Us (via one of the methods enumerated in the “Payment Methods” portion of this document) prior to the initiation of said services.
2. 2)
  Final Invoice: A sum equal to the remaining portion of the Total Participation Fees shall be invoiced by Us no later than the date that one-half (1/2) of the anticipated total Sessions of training and/or other services agreed to in the Contract have been completed. Payment shall be received by Us prior to the initiation of the remaining Sessions (i.e. the remaining one-half (1/2) of the anticipated total Sessions agreed to in the Contract).
  *PLEASE NOTE: In the event that additional Sessions are to be added to the anticipated total specified at the time that the Contract became legally and contractually binding, a modified Contract shall be signed by all Interested Parties, specifying the terms under which the additional Sessions are to be conducted, prior to the beginning of the additional Sessions. Payment of Participation Fees for additional Sessions shall be due in full prior to the initiation of the additional Sessions.
  *PLEASE NOTE: A modified billing schedule, which includes invoicing for assessment, shall be followed for Participants receiving training in Accent Modification/Advanced Business English. Please see the “Procedures” section of this document for a more detailed schedule of assessment, instruction, and billing.
  *PLEASE NOTE: Separate invoices will be submitted for each Participant who receives Individual Training.
  *PLEASE NOTE: In the event that 1) a Contract for Our services has been made legally and contractually binding, as defined in this document, and 2) a Participant and/or Interested Part(ies) other than RWRNCC, LLC, choose(s) to terminate the Participant’s training (and/or to otherwise terminate the agreement between Us and other Interested Parties established by the Contract)—whether prior to the initiation of services to be provided by Us as specified by the terms of the Contract, or prior to the completion of said services—in most circumstances, payments received by Us as of the date of termination shall be forfeited by the payor. In addition, any expenses incurred by Us while in the process of preparing for a Participant’s training, if not covered in full by payments We have received at time of Cancellation, shall be invoiced by Us and payable according to the terms set forth in the “Fees and Expenses: Individual Training” and “Attendance/Cancellation Policy” sections of this document. Additional charges (e.g. assessment costs) may also be billable by Us, contingent upon the date and time of termination. Final payment shall be received by Us not later than thirty (30) days (Net 30) following submission of Our final invoice. (Please see the “Attendance/Cancellation Policy” section of this document for additional details.)
  *PLEASE NOTE: In the event that We choose, pursuant to Our Attendance/Cancellation Policy, to terminate the Participant’s training prior to the completion of the number of Sessions specified by the most recent Contract to have been made legally and contractually binding, in most circumstances, payments received by Us as of the date of the termination shall be forfeited by the payor. In addition, any expenses incurred by Us while in the process of preparing for the Participant’s training, if not covered in full by payments We have received at time of Cancellation, shall be invoiced by Us and payable according to the terms set forth in the “Fees and Expenses: Individual Training” and “Attendance/Cancellation Policy” sections of this document. Final payment shall be received by Us not later than thirty (30) days (Net 30) following submission of Our final invoice. (Please see the “Attendance/Cancellation Policy” section of this document for additional details.)
  *PLEASE NOTE: Absent an alternate agreement reached between Us and all Interested Parties at the time the Contract for Our services becomes legally and contractually binding, disputes regarding billing shall be resolved according to the terms stipulated in the “Errors and Omissions” section of this document.
B)
Seminars/Classes:
1. 1)
  Initial Invoice: Initial charges shall be invoiced and paid according to the following schedule:
2. 1. i)
    A sum equal to fifty percent (50%) of the ANTICIPATED Total Participation Fees PLUS fifty percent (50%) of total estimated additional costs enumerated and agreed to in the Contract shall be invoiced by Us within one (1) calendar week following the date the Contract becomes legally and contractually binding.
  2. ii)
    Payment in full of the initial invoice shall be received by Us not less than forty-eight (48) hours prior to the time and date at which the Seminar and/or first Class has been scheduled to begin.
3. 2)
  Final Invoice: Remaining charges shall be invoiced and paid according to the following schedule:
  Seminars:
4. 1. i)
    Final invoicing shall be submitted by Us not later than thirty (30) business days following completion of the Seminar. Final charges shall be invoiced in accordance with the terms set forth in the “Fees and Expenses: Seminars” section of this document.
  2. ii)
    Payment in full of the final invoice shall be received by Us not later than thirty (30) days (Net 30) following submission of Our final invoice.
5. 2)
  Classes:
6. 1. i)
    Final invoicing shall be submitted by Us not later than forty-eight (48) hours prior to the date that one-half (1/2) of the anticipated total class Sessions agreed to in the Contract have been completed. Final charges shall be invoiced in accordance with the terms set forth in the “Fees and Expenses: Classes” section of this document.
  2. ii)
    Payment in full of the final invoice shall be received by Us not later than the date that one-half (1/2) of the anticipated total Class Sessions agreed to in the Contract have been completed.
  3. *PLEASE NOTE: In the event that additional class Sessions are to be added to the anticipated total specified at the time that the Contract became legally and contractually binding, a modified contract shall be signed by all Interested Parties, specifying the terms under which the additional Sessions are to be conducted, prior to the beginning of the additional Sessions. Payment of fees and/or other charges for additional Sessions shall be due in full prior to the beginning of the additional Sessions.
    *PLEASE NOTE: A modified billing schedule, which includes invoicing for assessment, shall be followed for Participants receiving training in Accent Modification/Advanced Business English. Please see the “Procedures” section of this document for a more detailed schedule of assessment, instruction, and billing.
    *PLEASE NOTE: In the event that 1) a Contract for Our services has been made legally and contractually binding, as defined in this document, and 2) Interested Parties other than RWRNCC, LLC, choose to Cancel a Seminar and/or Class (and/or to otherwise terminate the agreement between Us and other Interested Parties established by the Contract)—whether prior to the initiation of services to be provided by Us as specified by the terms of the Contract, or prior to the completion of said services—in most circumstances, payments received by Us as of the date of termination shall be forfeited by the payor. In addition, any expenses incurred by Us while in the process of preparing for a Seminar and/or Class, if not covered in full by payments We have received at time of Cancellation, shall be invoiced by Us and payable according to the terms set forth in the “Fees and Expenses: Seminars” and/or “Fees and Expenses: Classes” sections, respectively, of this document. Final payment shall be received by Us not later than thirty (30) days (Net 30) following submission of Our final invoice.

Section VI: Taxes and Fees

Final billing for training and/or other services provided by RWRNCC, LLC, and/or its authorized representative(s) shall include any taxes, fees, levies, duties, currency conversion charges, and/or other regulatory and/or governmental charges (including interest and penalties added thereon) either incurred by Us in the course of providing said training and/or services and/or imposed on Us prior to and/or following Our provision of said training and/or services.

Section VII: Non-Payment

All payments shall be due according to the schedules set forth in the “Payment Schedule” section of this document unless an alternate payment schedule has been agreed to by all Interested Parties at the time the Contract becomes legally and contractually binding.
*PLEASE NOTE: If timely payment is not made in accordance with the terms set forth in this document (or according to the terms of the most recent Contract to become legally and contractually binding, to the extent that the Contract replaces any stipulations contained in this document), the Client(s) and/or any Fiscally Responsible Entit(ies), inclusively, shall be responsible for interest charges allowable by law, and/or for any collection and/or attorney’s fees.
*PLEASE NOTE: Invoices not paid in full according to the terms set forth in this document (or according to the terms of the most recent Contract to become legally and contractually binding, to the extent that the Contract replaces any stipulations contained in this document) shall bear interest from the date payment in full shall be considered past-due. Interest shall accrue at a rate of 1.5 percent (1.5%) per month (an annual rate of eighteen percent (18%)). Interest shall carry forward—and shall continue to grow at the rate stated above—on any outstanding balance until it is paid in full.
*PLEASE NOTE: Invoices that are unpaid, in full and/or in part, as of ninety (90) days past their due dates are subject to legal action, as required, to collect payment.

Section VIII: Intellectual Property (IP) Rights

Intellectual Property (as defined in the “Additional Terms” section of this document) that is proprietary to Us, and that has been provided by Us to a Participant in the course of instruction and/or other services, may be used by the Participant in perpetuity, but may not be reproduced in any format, nor shared by any means of distribution, either by the Participant or by any other person, organization, or entity, without the expressed, written consent of an authorized representative of RWRNCC, LLC. Examples of IP that is proprietary to Us may include, but are not limited to, PDF files, PowerPoint slides, and/or audio or video recordings that were produced by Us and shared with the Participant.
*PLEASE NOTE: If a subscription has been obtained from a third party by Us on behalf of a Participant (e.g. for software that may be used by the Participant to practice his/her English pronunciation skills), RWRNCC, LLC shall be understood to assume no responsibility, control, or influence over whether, in what manner, or for what length of time the subscription remains available to the Participant—or to any other person, organization, or entity—upon completion of Our provision of training and/or other services to the Participant. Any disputes, complaints, and/or comments regarding the subscription shall be addressed exclusively to the third party from whom the subscription was obtained, and the conditions under which the subscription may be perpetuated or terminated shall be subject exclusively to the IP rules, other policies, and/or decisions of the third party from which the subscription was obtained.

Section IX: Sharing of Work

As summarized in Our Guarantee of Non-Disclosure, due to the sometimes confidential nature of Our Clients’ work, We promise to take the utmost care to avoid disclosure of privileged information to which We may be exposed during professional interaction between Us and Our Participants; between Us and Our Participants’ colleagues, superiors, and/or staff; and/or between Us and third parties with whom Our Participants share a commercial relationship. However, no method of information storage or transfer is absolutely failsafe; as such, We will not be held responsible for damages incurred due to a loss of data, to the introduction of damaging software (e.g. malware), and/or to any other unintended loss of, damage to, sharing of, and/or exchange (or failed exchange) of any information, data, or content, whether intended or unintended, that may occur before, during, or after We provide training and/or other services to any person, business, and/or entity.
Also, as noted in Our Privacy Policy, We will not willfully and/or knowingly share with any third party any personal information (PI) obtained by Us before, during, or after the provision by Us of training and/or other services without the expressed, written permission of those Interested Parties affected EXCEPT as We are required to do so to facilitate payment for Our services (e.g. via PayPal’s platform) OR unless We are compelled to do so by a legal judgement or authority. However, no method of information storage or transfer is absolutely failsafe; as such, We will not be held responsible for damages incurred due to any unintended loss of, damage to, sharing of, and/or exchange (or failed exchange) of any information, data, or content, whether intended or unintended, that may occur before, during, or after We provide training and/or other services to any person, business, and/or entity.
In the event that a potential Client wishes to be placed in contact with one of Our past Clients (e.g. to seek the past Client’s opinion as a reference regarding Our services), We will attempt to facilitate contact between the potential Client and a past Client in a manner that is consistent with the policies contained in these Terms and Conditions, Our Privacy Policy, and Our Guarantee of Non-Disclosure. (Potential Clients wishing for more information regarding these policies are encouraged to contact Us directly.)

Section X: Procedures

Absent alternate terms specified in the most recent Contract to be made legally and contractually binding, procedures, from initial contact between potential Clients and Us, to completion of training and/or other services provided by Us, shall reflect the following schedules:

A)
Private Clients:
1. 1)
  Individual Training (Public Speaking/Presentation Building, Interpersonal Communication, Business Writing):
2. 1. i)
    We will provide a free consultation to the Client to discuss:
    a)   The training and/or other services We make available.
    b)   The terms by which We might provide said training and/or other services to one or more Participants associated with the Client.
  2. ii)
    Following the consultation, We will prepare a Proposal for the Client detailing:
    a)   The training and/or other services to be provided by Us.
    b)   An anticipated schedule for said training and/or other services.
    c)   Our anticipated fees and/or charges, based upon the type and timing of training to be offered by Us to the Participant(s) associated with the Client.
    d)   Documentation to be provided by Us to the Client and/or other Interested Parties before, during, and/or after Our provision of training and/or other services.
    e)   Any other information pertinent to the terms of the Proposal and/or requested by the Client.
  3. iii)
    Once We have submitted the Proposal to the Client (and to any other Interested Parties designated by the Client), the Client and other Interested Parties shall review the Proposal and shall respond to it within the time frame agreed to during the consultation.
  4. iv)
    Once the Proposal has been agreed to by the Client, by any other Interested Parties, and by Us, We will submit the final Contract for signing.
  5. v)
    Once the Contract has been signed and returned to Us by all Interested Parties, We will make copies of the signed Contract available to all Interested Parties. *PLEASE NOTE: The Contract shall be considered legally and contractually binding as of the date that: 1) the Contract has been signed by all Interested Parties, and 2) copies of said Contract have been made available to all Interested Parties.
  6. vi)
    Initial Invoice: A sum equal to fifty percent (50%) of the ANTICIPATED Total Participation Fees shall be invoiced by Us prior to the initiation of training and/or other services to be provided by Us to the Participant. (Please see the “Payment Schedule” section of this document for details.)
  7. vii)
    Payment of the initial invoice shall be received by Us prior to the initiation of said training and/or other services. (Please see the “Payment Methods” section of this document for details.)
  8. viii)
    Provision of individual training/and or other services to the Participant by Us shall be conducted according to the terms and schedule agreed to in the Contract.
  9. ix)
    Final Invoice: A sum equal to the remaining portion of the Total Participation Fees shall be invoiced by Us no later than the date that one-half (1/2) of the anticipated total Sessions of training and/or other services agreed to in the Contract have been completed.
  10. x)
    Payment of the final invoice shall be received by Us prior to the initiation of the remaining Sessions (i.e. of the remaining one-half (1/2) of the anticipated total Sessions agreed to in the Contract).
  11. xi)
    Following completion of Individual Training, any additional documentation shall be provided by Us to the Client and/or other Interested Parties according to the terms of the Contract.
3. 2)
  Individual Training (Accent Modification/Advanced Business English):
4. 1. i)
    We will provide a free consultation to the Client to discuss:
    a)   The training and/or other services We make available.
    b)   The terms by which We might provide said training and/or other services to one or more Participants associated with the Client.
  2. ii)
    Following the consultation, We will prepare a Proposal for the Client detailing:
    a)   The training and/or other services to be provided by Us.
    b)   An anticipated schedule for said training or other services.
    c)   Our anticipated fees and/or charges, based upon the type and timing of training to be offered by Us to the Participant(s) associated with the Client.
    d)   Documentation to be provided by Us to the Client and/or other Interested Parties before, during, and/or after Our provision of Individual Training.
    e)   Any other information pertinent to the terms of the Proposal and/or requested by the Client.
  3. iii)
    Once We have submitted the Proposal to the Client (and to any other Interested Parties designated by the Client), the Client and other Interested Parties shall review the Proposal and shall respond to it within the time frame agreed to during the consultation.
  4. iv)
    Once the Proposal has been agreed to by the Client, by any other Interested Parties, and by Us, We will submit the final Contract for signing.
  5. v)
    Once the Contract has been signed and returned to Us by all Interested Parties, We will make copies of the signed Contract available to all Interested Parties. *PLEASE NOTE: The Contract shall be considered legally and contractually binding as of the date that: 1) the Contract has been signed by all Interested Parties, and 2) copies of said Contract have been made available to all Interested Parties.
  6. vi)
    We will complete initial assessment of the Participant’s English pronunciation and/or language skills.
  7. vii)
    Initial Invoice: A sum equal to Our assessment fee PLUS fifty percent (50%) of the ANTICIPATED Total Participation Fees shall be invoiced by Us prior to the beginning of training and/or other services to be provided by Us to the Participant. The cost of initial assessment shall be equivalent to the cost of one Session of training and/or other services. (Please see the “Fees and Expenses” and “Payment Schedule” sections of this document for details.)
  8. viii)
    Payment of the initial invoice shall be received by Us prior to the beginning of said training and/or other services (other than Our initial assessment). (Please see the “Payment Methods” section of this document for details.)
  9. ix)
    Provision of individual training/and or other services to the Participant by Us shall be conducted according to the terms and schedule agreed to in the Contract.
  10. x)
    Final Invoice: A sum equal to the remaining portion of the Total Participation Fees shall be invoiced by Us no later than the date that one-half (1/2) of the anticipated total Sessions of training and/or other services agreed to in the Contract have been completed. (*PLEASE NOTE: The final invoice shall include the cost of final assessment, to be conducted by Us during the final Session of training and/or other services. The cost of final assessment shall be equivalent to the cost of one Session of training and/or other services.)
  11. xi)
    Payment of the final invoice shall be received by Us prior to the initiation of the remaining Sessions (i.e. of the remaining one-half (1/2) of the anticipated total Sessions agreed to in the Contract).
  12. xii)
    Following completion of Individual Training, any additional documentation shall be provided by Us to the Client and/or other Interested Parties according to the terms of the Contract.
B)
Businesses:
1. 1)
  Individual Training (Public Speaking/Presentation Building, Interpersonal Communication, Business Writing):
2. 1. i)
    We will provide a free consultation to the Client's (i.e. the Business') authorized representative to discuss:
    a)   The training and/or other services We make available.
    b)   The terms by which We might provide said training and/or other services to one or more Participants associated with the Client.
  2. ii)
    Following the consultation, We will prepare a Proposal for the Client detailing:
    a)   The training and/or other services to be provided by Us.
    b)   An anticipated schedule for said training and/or other services.
    c)   Our anticipated fees and/or charges, based upon the type and timing of training to be offered by Us to the Participant(s) associated with the Client.
    d)   Documentation to be provided by Us to the Client and/or other Interested Parties before, during, and/or after Our provision of training and/or other services.
    e)   Any other information pertinent to the terms of the Proposal and/or requested by the Client.
  3. iii)
    Once We have submitted the Proposal to the Client (and to any other Interested Parties designated by the Client), the Client and other Interested Parties shall review the Proposal and shall respond to it within the time frame agreed to during the consultation.
  4. iv)
    Once the Proposal has been agreed to by the Client, by any other Interested Parties, and by Us, We will submit the final Contract for signing.
  5. v)
    Once the Contract has been signed and returned to Us by all Interested Parties, We will make copies of the signed Contract available to all Interested Parties. *PLEASE NOTE: The Contract shall be considered legally and contractually binding as of the date that: 1) the Contract has been signed by all Interested Parties, and 2) copies of said Contract have been made available to all Interested Parties.
  6. vi)
    Initial Invoice: A sum equal to fifty percent (50%) of the ANTICIPATED Total Participation Fees shall be invoiced by Us prior to the initiation of training and/or other services to be provided by Us to the Participant. (Please see the “Payment Schedule” section of this document for details.)
  7. vii)
    Payment of the initial invoice shall be received by Us prior to the initiation of said training and/or other services. (Please see the “Payment Methods” section of this document for details.)
  8. viii)
    Provision of individual training/and or other services to the Participant by Us shall be conducted according to the terms and schedule agreed to in the Contract.
  9. ix)
    Final Invoice: A sum equal to the remaining portion of the Total Participation Fees shall be invoiced by Us no later than the date that one-half (1/2) of the anticipated total Sessions of training and/or other services agreed to in the Contract have been completed.
  10. x)
    Payment of the final invoice shall be received by Us prior to the initiation of the remaining Sessions (i.e. of the remaining one-half (1/2) of the anticipated total Sessions agreed to in the Contract).
  11. xi)
    Following completion of Individual Training, any additional documentation shall be provided by Us to the Client and/or other Interested Parties according to the terms of the Contract.
3. 2)
  Individual Training (Accent Modification/Advanced Business English):
4. 1. i)
    We will provide a free consultation to the Client’s (i.e. the Business’) authorized representative to discuss:
    a)   The training and/or other services We make available.
    b)   The terms by which We might provide said training and/or other services to one or more Participants associated with the Client.
  2. ii)
    Following the consultation, We will prepare a Proposal for the Client detailing:
    a)   The training and/or other services to be provided by Us.
    b)   An anticipated schedule for said training or other services.
    c)   Our anticipated fees and/or charges, based upon the type and timing of training to be offered by Us to the Participant(s) associated with the Client.
    d)   Documentation to be provided by Us to the Client and/or other Interested Parties before, during, and/or after Our provision of Individual Training.
    e)   Any other information pertinent to the terms of the Proposal and/or requested by the Client.
  3. iii)
    Once We have submitted the proposal to the Client (and to any other Interested Parties designated by the Client), the Client and other Interested Parties shall review the Proposal and shall respond to it within the time frame agreed to during the consultation.
  4. iv)
    Once the Proposal has been agreed to by the Client, by any other Interested Parties, and by Us, We will submit the final Contract for signing.
  5. v)
    Once the Contract has been signed and returned to Us by all Interested Parties, We will make copies of the signed Contract available to all Interested Parties. *PLEASE NOTE: The Contract shall be considered legally and contractually binding as of the date that: 1) the Contract has been signed by all Interested Parties, and 2) copies of said Contract have been made available to all Interested Parties.
  6. vi)
    We will complete initial assessment of the Participant’s English pronunciation and/or language skills.
  7. vii)
    Initial Invoice: A sum equal to Our assessment fee PLUS fifty percent (50%) of the ANTICIPATED Total Participation Fees shall be invoiced by Us prior to the beginning of training and/or other services to be provided by Us to the Participant. The cost of initial assessment shall be equivalent to the cost of one Session of training and/or other services. (Please see the “Fees and Expenses” and “Payment Schedule” sections of this document for details.)
  8. viii)
    Payment of the initial invoice shall be received by Us prior to the beginning of said training and/or other services. (Please see the “Payment Methods” section of this document for details.)
  9. ix)
    Provision of individual training and/or other services to the Participant by Us shall be conducted according to the terms and schedule agreed to in the Contract.
  10. x)
    Final Invoice: A sum equal to the remaining portion of the Total Participation Fees shall be invoiced by Us no later than the date that one-half (1/2) of the anticipated total Sessions of training and/or other services agreed to in the Contract have been completed. (*PLEASE NOTE: The final invoice shall include the cost of final assessment, to be conducted by Us during the final Session of training and/or other services. The cost of final assessment shall be equivalent to the cost of one Session of training and/or other services.)
  11. xi)
    Payment of the final invoice shall be received by Us prior to the beginning of the remaining Sessions (i.e. the remaining one-half (1/2) of the anticipated total Sessions agreed to in the Contract).
  12. xii)
    Following completion of Individual Training, any additional documentation shall be provided by Us to the Client and/or other Interested Parties according to the terms of the Contract.
    *PLEASE NOTE: Separate invoices will be submitted for each Participant who receives Individual Training.
C)
Seminars:
1. 1)
  Seminars (Public Speaking/Presentation Building, Interpersonal Communication, Business Writing):
2. 1. i)
    We will provide a free consultation to the Client (or to the Client’s authorized representative) to discuss:
    a)   The training and/or other services We make available.
    b)   The terms by which We might provide said training and/or other services to one or more Participants associated with the Client.
  2. ii)
    Following the consultation, We will prepare a Proposal for the Client detailing:
    a)   The training and/or other services to be provided by Us.
    b)   An anticipated schedule for said training and/or other services.
    c)   Our anticipated fees and/or charges, based upon the type and timing of training to be offered by Us to the Participant(s) associated with the Client.
    d)   Documentation to be provided by Us to the Client and/or other Interested Parties before, during, and/or after Our provision of training and/or other services.
    e)   Any other information pertinent to the terms of the Proposal and/or requested by the Client.
  3. iii)
    Once We have submitted the Proposal to the Client (and to any other Interested Parties designated by the Client), the Client and other Interested Parties shall review the Proposal and shall respond to it within the time frame agreed to during the consultation.
  4. iv)
    Once the Proposal has been agreed to by the Client, by any other Interested Parties, and by Us, We will submit the final Contract for signing.
  5. v)
    Once the Contract has been signed and returned to Us by all Interested Parties, We will make copies of the signed Contract available to all Interested Parties. *PLEASE NOTE: The Contract shall be considered legally and contractually binding as of the date that: 1) the Contract has been signed by all Interested Parties, and 2) copies of said Contract have been made available to all Interested Parties.
  6. vi)
    Initial Invoice: Initial invoicing shall be submitted by Us within one (1) calendar week following the date the Contract becomes legally and contractually binding. Initial charges shall be invoiced according to the terms detailed in the “Fees and Expenses” and “Payment Schedule” sections of this document.
  7. vii)
    Payment in full of the initial invoice shall be received by Us not less than forty-eight (48) hours prior to the time and date at which the Seminar has been scheduled to begin. (Please see the “Payment Methods” section of this document for details.)
  8. viii)
    The Seminar shall be provided by Us according to the terms and schedule agreed to in the Contract.
  9. ix)
    Final Invoice: Final invoicing shall be submitted by Us not later than thirty (30) business days following completion of the Seminar. Final charges shall be invoiced in accordance with the terms set forth in the “Fees and Expenses: Seminars” section of this document.
  10. x)
    Payment in full of the final invoice shall be received by Us not later than thirty (30) days (Net 30) following submission of Our final invoice.
D)
Classes:
1. 1)
  Classes (Public Speaking/Presentation Building, Interpersonal Communication, Business Writing):
2. 1. i)
    We will provide a free consultation to the Client (or to the Client’s authorized representative) to discuss:
    a)   The training and/or other services We make available.
    b)   The terms by which We might provide said training and/or other services to one or more Participants associated with the Client.
  2. ii)
    Following the consultation, We will prepare a Proposal for the Client detailing:
    a)   The training and/or other services to be provided by Us.
    b)   An anticipated schedule for said training and/or other services.
    c)   Our anticipated fees and/or charges, based upon the type and timing of training to be offered by Us to the Participant(s) associated with the Client.
    d)   Documentation to be provided by Us to the Client and/or other Interested Parties before, during, and/or after Our provision of training and/or other services.
    e)   Any other information pertinent to the terms of the Proposal and/or requested by the Client.
  3. iii)
    Once We have submitted the Proposal to the Client (and to any other Interested Parties designated by the Client), the Client and other Interested Parties shall review the Proposal and shall respond to it within the time frame agreed to during the consultation.
  4. iv)
    Once the Proposal has been agreed to by the Client, by any other Interested Parties, and by Us, We will submit the final Contract for signing.
  5. v)
    Once the Contract has been signed and returned to Us by all Interested Parties, We will make copies of the signed Contract available to all Interested Parties. *PLEASE NOTE: The Contract shall be considered legally and contractually binding as of the date that: 1) the Contract has been signed by all Interested Parties, and 2) copies of said Contract have been made available to all Interested Parties.
  6. vi)
    Initial Invoice: Initial invoicing shall be submitted by Us within one (1) calendar week of the date the Contract becomes legally and contractually binding. Initial charges shall be invoiced according to the terms detailed in the “Fees and Expenses” and “Payment Schedule” sections of this document.
  7. vii)
    Payment in full of the initial invoice shall be received by Us not less than forty-eight (48) hours prior to the time and date at which the first Class has been scheduled to begin. (Please see the “Payment Methods” section of this document for details.)
  8. viii)
    The Class shall be provided by Us according to the terms and schedule agreed to in the Contract.
  9. ix)
    Final invoicing shall be submitted by Us not later than forty-eight (48) hours prior to the date that one-half (1/2) of the anticipated total class Sessions agreed to in the Contract have been completed. Final charges shall be invoiced in accordance with the terms set forth in the “Fees and Expenses: Classes” section of this document.
  10. x)
    Payment in full of the final invoice shall be received by Us not later than the date that one-half (1/2) of the anticipated total Class Sessions agreed to in the Contract have been completed.
3. 2)
  Classes: (Accent Modification/Advanced Business English):
4. 1. i)
    We will provide a free consultation to the Client (or to the Client’s authorized representative) to discuss:
    a)   The training and/or other services We make available.
    b)   The terms by which We might provide said training and/or other services to one or more Participants associated with the Client.
  2. ii)
    Following the consultation, We will prepare a Proposal for the Client detailing:
    a)   The training and/or other services to be provided by Us.
    b)   An anticipated schedule for said training and/or other services.
    c)   Our anticipated fees and/or charges, based upon the type and timing of training to be offered by Us to the Participant(s) associated with the Client.
    d)   Documentation to be provided by Us to the Client and/or other Interested Parties before, during, and/or after Our provision of training and/or other services.
    e)   Any other information pertinent to the terms of the Proposal and/or requested by the Client.
  3. iii)
    Once We have submitted the Proposal to the Client (and to any other Interested Parties designated by the Client), the Client and other Interested Parties shall review the Proposal and shall respond to it within the time frame agreed to during the consultation.
  4. iv)
    Once the Proposal has been agreed to by the Client, by any other Interested Parties, and by Us, We will submit the final Contract for signing.
  5. v)
    Once the Contract has been signed and returned to Us by all Interested Parties, We will make copies of the signed Contract available to all Interested Parties. *PLEASE NOTE: The Contract shall be considered legally and contractually binding as of the date that: 1) the Contract has been signed by all Interested Parties, and 2) copies of said Contract have been made available to all Interested Parties.
  6. vi)
    We will complete initial assessment of the Participants’ English pronunciation and/or language skills.
  7. vii)
    Initial Invoice: Initial invoicing shall be submitted by Us after initial assessments of Class Participants have been completed. Initial charges shall be invoiced according to the terms detailed in the “Fees and Expenses” and “Payment Schedule” sections of this document.
  8. viii)
    Payment in full of the initial invoice shall be received by Us not less than forty-eight (48) hours prior to the time and date at which the first Class has been scheduled to begin. (Please see the “Payment Methods” section of this document for details.)
  9. ix)
    The Class shall be provided by Us according to the terms and schedule agreed to in the Contract.
  10. x)
    Final invoicing shall be submitted by Us not later than forty-eight (48) hours prior to the date that one-half (1/2) of the anticipated total class Sessions agreed to in the Contract have been completed. Final charges shall be invoiced in accordance with the terms set forth in the “Fees and Expenses: Classes” section of this document.
  11. xi)
    Payment in full of the final invoice shall be received by Us not later than the date that one-half (1/2) of the anticipated total Class Sessions agreed to in the Contract have been completed.
  12. *PLEASE NOTE: In the event that additional class Sessions are to be added to the anticipated total specified at the time that the Contract became legally and contractually binding, a modified contract shall be signed by all Interested Parties, specifying the terms under which the additional Sessions are to be conducted, prior to the beginning of the additional Sessions. Payment of fees and/or other charges for additional Sessions shall be due in full prior to the initiation of the additional Sessions.

Section XI: Attendance/Cancellation Policy

*PLEASE NOTE: “Cancellation” shall designate any change in the date, time, location, and/or manner of a Session and/or other scheduled event, including, but not limited to, postponement and/or elimination of the Session and/or other event.

A)
Individual Training:
1. 1)
  Barring special circumstances, Cancellation of a Session by a Participant or by Us must be made at least 24 hours prior to the time and date for which the Session has been scheduled. (“Special circumstances” may include illness, technical issues, and/or other circumstances beyond the control of the person who requests Cancellation.)
2. 2)
  If Cancellation is made more than 24 hours before the time and date of the scheduled Session, the Session will be re-scheduled at a time and date agreed to by the Participant and by Us.
3. 3)
  If Cancellation is made by the Participant less than 24 hours before the time and date of the scheduled Session, barring special circumstances, the Session will be lost and will be considered billable time (i.e. one pre-paid Session will be forfeited). If Cancellation is made by Us less than 24 hours before the time and date of the scheduled session, for any reason, We will work with the Participant to re-schedule the Session at the first available appointment time that is convenient for the Participant.
4. 4)
  If a Participant fails, without prior notice to Our instructor, to appear for a Session (i.e. the Participant “no shows”), Our instructor must be notified, within 24 hours following the scheduled time and date of the missed Session, of special circumstances that made the Participant’s missing of the Session unavoidable. Absent notification of special circumstances within 24 hours, the Session will be lost and will be considered billable time (i.e. one pre-paid Session will be forfeited). If unforeseen circumstances make Our instructor unable to appear for a Session or to notify the Participant that the Session will be missed, We will attempt, as soon as contact with the Participant can be re-established, to re-schedule the Session at the first available appointment time that is convenient for the Participant.
5. 5)
  WE RESERVE THE RIGHT TO TERMINATE OUR PROVISION OF TRAINING AND/OR OTHER SERVICES TO A PARTICIPANT IF
6. 1. i)
    the total number of Sessions the Participant CANCELS without special circumstances AND less than 24 hours before the time and date of the scheduled Session
  2. PLUS
7. 1. ii)
    the total number of Sessions the Participant MISSES (i.e the participant “no shows”) without special circumstances
  2. totals three (3) or more.
8. 6)
  In the event that Our provision of training and/or other services is to be terminated for the cause(s) described in Section XI) A) 5), We will proceed as follows:
9. 1. i)
    If the Participant is a Private Client, We reserve the right to terminate Our Contract with the Participant/Private Client as of, or following, the date that the Participant/Private Client may be considered to have met the conditions for termination stated in Section XI) A) 5). As of the date of termination, any payments that have been received by Us as compensation for, or to cover expenses connected to, Our provision of training and/or other services to the Participant/Private Client shall be considered to have been forfeited by the payor. In addition, any expenses incurred by Us while in the process of preparing to provide training and/or other services to the Participant/Private Client, and/or any expenses incurred by Us while providing said training and/or other services to the Participant/Private Client, if not covered in full by payments We have received at time of termination, shall be invoiced by Us and payable according to the terms set forth in the “Fees and Expenses: Individual Training” section of this document. (Please see the “Fees and Expenses” and “Payment Schedule” sections of this document for more details.) A grace period not to exceed one calendar week may be extended by Us so that a plan to improve the Participant/Private Client’s attendance may be negotiated between Us, the Participant/Private Client, and other Interested Parties.
  2. ii)
    If the Participant is not the Client (e.g. if the Client is the Participant’s employer), We will notify the Client(s) and/or Fiscally Responsible Entit(ies) of Our intent to terminate Our provision of training and/or other services to the Participant as of, or following, the date that the Participant may be considered to have met the conditions for termination stated in Section XI) A) 5). As of the date of termination, any payments that have been received by Us as compensation for, or to cover expenses connected to, Our provision of training and/or other services to the Participant shall be considered to have been forfeited by the payor. In addition, any expenses incurred by Us while in the process of preparing to provide training and/or other services to the Participant, and/or any expenses incurred by Us while providing said training and/or other services to the Participant, if not covered in full by payments We have received at time of termination, shall be invoiced by Us and payable according to the terms set forth in the “Fees and Expenses: Individual Training” section of this document. (Please see the “Fees and Expenses” and “Payment Schedule” sections of this document for more details.) A grace period not to exceed one calendar week may be extended by Us so that a plan to improve the Participant’s attendance may be negotiated between Us, the Client, the Participant, and other Interested Parties.
1. 7)
  The period in which the Participant’s training is to be completed shall be considered to be a quantity of calendar weeks EQUAL TO the number of ANTICIPATED Sessions specified in the Participant’s initial invoice PLUS a grace period of five (5) additional calendar weeks. This time period may only be altered by:
2. 1. i)
    agreement to a different period of instruction, by all Interested Parties, at time of initial invoicing; or
  2. ii)
    mutual agreement between the Participant and Our instructor (e.g. if both Participant and instructor agree to a vacation break to be taken by either or both); or
  3. iii)
    arisal of special circumstances (e.g. illness, technical issues, and/or other circumstances beyond the control of the person affected) that make the Participant and/or Our instructor unable to complete the Participant’s training in the usual time period (i.e. a quantity of calendar weeks EQUAL TO the number of ANTICIPATED Sessions PLUS a grace period of five(5) additional calendar weeks).
3. 8)
  WE RESERVE THE RIGHT TO TERMINATE OUR PROVISION OF TRAINING AND/OR OTHER SERVICES TO A PARTICIPANT AS OF THE DATE UPON WHICH, ACCORDING TO THE TERMS OF SECTION XI) A) 7), THE PARTICIPANT’S PERIOD OF INSTRUCTION AND/OR OTHER SERVICES HAS EXPIRED, UNLESS CONDITION i), ii) AND/OR iii), AS STATED IN SECTION XI) A) 7), HOLD(S) TRUE.
4. 9)
  In the event that Our provision of training and/or other services to a Participant is to be terminated for the cause(s) described in Section XI) A) 7), We will proceed as follows:
5. 1. i)
    If the Participant is a Private Client, We reserve the right to terminate Our Contract with the Participant/Private Client as of, or following, the date that the Participant/Private Client may be considered to have met the condition(s) for termination stated in Section XI) A) 7). As of the date of termination, any payments that have been received by Us as compensation for, or to cover expenses connected to, Our provision of training and/or other services to the Participant/Private Client shall be considered to have been forfeited by the payor. In addition, any expenses incurred by Us while in the process of preparing to provide training and/or other services to the Participant/Private Client, and/or any expenses incurred by Us while providing said training and/or other services to the Participant/Private Client, if not covered in full by payments We have received at time of termination, shall be invoiced by Us and payable according to the terms set forth in the “Fees and Expenses: Individual Training” section of this document. (Please see the “Fees and Expenses” and “Payment Schedule” sections of this document for more details.) A grace period not to exceed one calendar week may be extended by Us so that a plan to improve the Participant/Private Client’s attendance may be negotiated between Us, the Participant/Private Client, and other Interested Parties.
  2. ii)
    If the Participant is not the Client (e.g. if the Client is the Participant’s employer), We will notify the Client(s) and/or Fiscally Responsible Entit(ies) of Our intent to terminate Our provision of training and/or other services to the Participant as of, or following, the date that the Participant may be considered to have met the conditions for termination stated in Section XI) A) 7). As of the date of termination, any payments that have been received by Us as compensation for, or to cover expenses connected to, Our provision of training and/or other services to the Participant shall be considered to have been forfeited by the payor. In addition, any expenses incurred by Us while in the process of preparing to provide training and/or other services to the Participant, and/or any expenses incurred by Us while providing said training and/or other services to the Participant, if not covered in full by payments We have received at time of termination, shall be invoiced by Us and payable according to the terms set forth in the “Fees and Expenses: Individual Training” section of this document. (Please see the “Fees and Expenses” and “Payment Schedule” sections of this document for more details.) A grace period not to exceed one calendar week may be extended by Us so that a plan to improve the Participant’s attendance may be negotiated between Us, the Client, the Participant, and other Interested Parties.
6. 10)
  A Participant who receives Individual Training shall be charged for an ENTIRE SESSION if he or she attends any part of the Session. (Please see the “Fees and Expenses” and “Payment Schedule” sections of this document for more details.)
B)
Seminars: (Public Speaking/Presentation Building, Interpersonal Communication, Business Writing):
1. 1)
  If a Client (or the Client’s authorized representative) and/or another Interested Party Cancels a Seminar after the Contract becomes legally and contractually binding, but more than 48 hours prior to the time and date on which the Seminar was to begin, the Client and/or the Client’s Fiscally Responsible Entity shall be liable, and shall compensate Us, for
2. 1. i)
    All expenses We have incurred, in preparation for the Seminar, from the date the Contract became legally and contractually binding to the date We received notice of cancellation, inclusive of both dates.
  2. ii)
    Any additional expenses related to the Canceled Seminar that We may incur at the time of, or following, the Cancellation. These expenses may include, but are not limited to: penalties paid for cancellation of travel reservations (e.g. airline tickets, auto rental, etc.); fees for cancellation of hotel reservations; fees for cancellation of facilities rentals; materials costs, including purchase or rental expenses, or fees for cancellation of rental agreements; equipment costs, including purchase or rental expenses, or fees for cancellation of rental agreements; shipping and/or transportation costs; cancellation of other rental agreements and/or other contracts we have entered with third parties while preparing for the Seminar; expenses or fees related to catering reservations and/or other charges related to hospitality or refreshment; hiring/staffing (e.g. contract staff) costs or cancellation fees; or other expenses incurred during the time periods described in Section XI) B) 1), including paragraphs i) and ii).
1. 2)
  If a Client (or the Client’s authorized representative) and/or another Interested Party Cancels a Seminar after the Contract becomes legally and contractually binding, and less than 48 hours prior to the time and date on which the Seminar was to begin, the Client and/or the Client’s Fiscally Responsible Entity shall be liable, and shall compensate Us, for
2. 1. i)
    all expenses We have incurred as described in Section XI) B) 1), including paragraphs i) and ii), PLUS
  2. ii)
    fifty percent (50%) of the full value of Total Participation Fees as calculated using the ANTICIPATED number of Participants specified and agreed to in the Contract and billed for in Our initial invoice. (Please see the “Fees and Expenses” and “Payment Schedule” sections of this document for more details.)
1. 3)
  If a Client (or the Client’s authorized representative) and/or another Interested Party Cancels a Seminar after the Contract becomes legally and contractually binding, and after the time and date at which the Seminar was to begin, the Client and/or the Client’s Fiscally Responsible Entity shall be liable, and shall compensate Us, for all expenses We have incurred as described in Section XI) B) 1), including paragraphs i) and ii), PLUS one-hundred percent (100%) of the full value of Total Participation Fees as calculated using the ANTICIPATED number of Participants (i.e. the number of ANTICIPATED Participants specified and agreed to in the Contract) OR the ACTUAL number of Participants (i.e. the ACTUAL number of Participants present, either online or in person, at any time during the Seminar), whichever number is HIGHER. (Please see the “Fees and Expenses” and “Payment Schedule” sections of this document for more details.)
1. 4)
  Final invoicing shall be submitted by Us not later than thirty (30) business days following Cancellation of the Seminar.
1. 5)
  Payment in full of the final invoice shall be received by Us not later than thirty (30) days (Net 30) following submission of Our final invoice.
C)
Classes: (Public Speaking/Presentation Building, Interpersonal Communication, Business Writing):
1. 1)
  If a Client (or the Client’s authorized representative) and/or another Interested Party Cancels a Class after the Contract becomes legally and contractually binding, but more than 48 hours prior to the time and date at which the Class was to begin, the Client and/or the Client’s Fiscally Responsible Entity shall be liable, and shall compensate Us, for
2. 1. i)
    All expenses We have incurred, in preparation for the Class, from the date the Contract became legally and contractually binding to the date We received notice of cancellation, inclusive of both dates.
  2. ii)
    Any additional expenses related to the Canceled Class that We may incur at the time of, or following, the Cancellation. These expenses may include, but are not limited to: penalties paid for cancellation of travel reservations (e.g. airline tickets, auto rental, etc.); fees for cancellation of hotel reservations; fees for cancellation of facilities rentals; materials costs, including purchase or rental expenses, or fees for cancellation of rental agreements; equipment costs, including purchase or rental expenses, or fees for cancellation of rental agreements; shipping and/or transportation costs; cancellation of other rental agreements and/or other contracts We have entered with third parties while preparing for the Class; expenses or fees related to catering reservations and/or other charges related to hospitality or refreshment; hiring/staffing (e.g. contract staff) costs or cancellation fees; or other expenses incurred during the time periods described in Section XI) C) 1), including paragraphs i) and ii).
3. 2)
  If a Client (or the Client’s authorized representative) and/or another Interested Party Cancels a Class after the Contract becomes legally and contractually binding, and less than 48 hours prior to the time and date at which the Class was to begin, the Client and/or the Client’s Fiscally Responsible Entity shall be liable, and shall compensate Us, for:
4. 1. i)
    all expenses We have incurred as described in Section XI) C) 1), including paragraphs i) and ii), PLUS
  2. ii)
    fifty percent (50%) of the full value of Total Participation Fees as calculated using the ANTICIPATED number of Participants specified and agreed to in the Contract and billed for in Our initial invoice. (Please see the “Fees and Expenses” and “Payment Schedule” sections of this document for more details.)
5. 3)
  If a Client (or the Client’s authorized representative) and/or another Interested Party Cancels a Class after the Contract becomes legally and contractually binding, and after the time and date at which the Class was to begin, the Client and/or the Client’s Fiscally Responsible Entity shall be liable, and shall compensate Us, for all expenses We have incurred as described in Section XI) C) 1) PLUS Fifty percent (50%) of the full value of Total Participation Fees as calculated using the ANTICIPATED number of Participants (i.e. the number of ANTICIPATED Participants specified and agreed to in the Contract) OR the ACTUAL number of Participants (i.e. the ACTUAL number of Participants present, either online or in person, at any time during the Class), whichever number is HIGHER. (Please see the “Fees and Expenses” and “Payment Schedule” sections of this document for more details.)
6. 4)
  If a Client (or the Client’s authorized representative) and/or another Interested Party Cancels a Class after the Contract becomes legally and contractually binding, and after the time and date at which one-half (1/2) of the anticipated total Class Sessions agreed to in the Contract have been completed, the Client and/or the Client’s Fiscally Responsible Entity shall be liable, and shall compensate Us, for all expenses We have incurred as described in Section XI) C) 1), including paragraphs i) and ii), PLUS one-hundred percent (100%) of the full value of Total Participation Fees as calculated using the ANTICIPATED number of Participants (i.e. the number of ANTICIPATED Participants specified and agreed to in the Contract) OR the ACTUAL number of Participants (i.e. the ACTUAL number of Participants present, either online or in person, at any time during the Class), whichever number is HIGHER. (Please see the “Fees and Expenses” and “Payment Schedule” sections of this document for more details.)
7. 5)
  Final invoicing shall be submitted by Us not later than thirty (30) business days following Cancellation of the Class.
8. 6)
  Payment in full of the final invoice shall be received by Us not later than thirty (30) days (Net 30) following submission of Our final invoice.
D)
Classes: (Accent Modification/Advanced Business English):
1. 1)
  If a Client (or the Client’s authorized representative) and/or another Interested Party Cancels a Class after the Contract becomes legally and contractually binding, but more than 48 hours prior to the time and date at which the Class was to begin, the Client and/or the Client’s Fiscally Responsible Entity shall be liable, and shall compensate Us, for
2. 1. i)
    All initial assessments We have undertaken and/or completed.
  2. ii)
    All expenses We have incurred, in preparation for the Class, from the date the Contract became legally and contractually binding to the date We received notice of cancellation, inclusive of both dates.
  3. iii)
    Any additional expenses related to the Canceled Class that We may incur at the time of, or following, the Cancellation. These expenses may include, but are not limited to: penalties paid for cancellation of travel reservations (e.g. airline tickets, auto rental, etc.); fees for cancellation of hotel reservations; fees for cancellation of facilities rentals; materials costs, including purchase or rental expenses, or fees for cancellation of rental agreements; equipment costs, including purchase or rental expenses, or fees for cancellation of rental agreements; shipping and/or transportation costs; cancellation of other rental agreements and/or other contracts We have entered with third parties while preparing for the Class; expenses or fees related to catering reservations and/or other charges related to hospitality or refreshment; hiring/staffing (e.g. contract staff) costs or cancellation fees; or other expenses incurred during the time periods described in paragraphs i), ii), and iii) above.
3. 2)
  If a Client (or the Client’s authorized representative) and/or another Interested Party Cancels a Class after the Contract becomes legally and contractually binding, and less than 48 hours prior to the time and date at which the Class was to begin, the Client and/or the Client’s Fiscally Responsible Entity shall be liable, and shall compensate Us, for:
4. 1. i)
    All initial assessments We have undertaken and/or completed, PLUS
  2. ii)
    All expenses We have incurred as described in Section XI) D) 1), including paragraphs i), ii), and iii), PLUS
  3. iii)
    fifty percent (50%) of the full value of Total Participation Fees as calculated using the ANTICIPATED number of Participants specified and agreed to in the Contract and billed for in Our initial invoice. (Please see the “Fees and Expenses” and “Payment Schedule” sections of this document for more details.)
5. 3)
  If a Client (or the Client’s authorized representative) and/or another Interested Party Cancels a Class after the Contract becomes legally and contractually binding, and after the time and date at which the Class was to begin, the Client and/or the Client’s Fiscally Responsible Entity shall be liable, and shall compensate Us, for all expenses We have incurred as described in Section XI) D) 1), including paragraphs i), ii), and iii), PLUS Fifty percent (50%) of the full value of Total Participation Fees as calculated using the ANTICIPATED number of Participants (i.e. the number of ANTICIPATED Participants specified and agreed to in the Contract) OR the ACTUAL number of Participants (i.e. the ACTUAL number of Participants present, either online or in person, at any time during the Class), whichever number is HIGHER. (Please see the “Fees and Expenses” and “Payment Schedule” sections of this document for more details.)
6. 4)
  If a Client (or the Client’s authorized representative) and/or another Interested Party Cancels a Class after the Contract becomes legally and contractually binding, and after the time and date at which one-half (1/2) of the anticipated total Class Sessions agreed to in the Contract have been completed, the Client and/or the Client’s Fiscally Responsible Entity shall be liable, and shall compensate Us, for all expenses We have incurred as described in Section XI) C) 1), including paragraphs i) and ii), PLUS one-hundred percent (100%) of the full value of Total Participation Fees as calculated using the ANTICIPATED number of Participants (i.e. the number of ANTICIPATED Participants specified and agreed to in the Contract) OR the ACTUAL number of Participants (i.e. the ACTUAL number of Participants present, either online or in person, at any time during the Class), whichever number is HIGHER. (Please see the “Fees and Expenses” and “Payment Schedule” sections of this document for more details.)
7. 5)
  Final invoicing shall be submitted by Us not later than thirty (30) business days following Cancellation of the Class.
8. 6)
  Payment in full of the final invoice shall be received by Us not later than thirty (30) days (Net 30) following submission of Our final invoice.

Section XII: Delay/Loss of Contact

A)
Changes to and/or extensions—planned or un-planned— of the time span during which Our training and/or other services are to be completed shall be addressed according to the terms of the Contract and of Our Attendance/Cancellation Policy.
B)
Barring unforeseeable or uncontrollable circumstances, in the event that contact is lost between Us and the Participant, between Us and the Client (or the Client’s authorized representative), and/or between Us and other Interested Parties to the Contract—or if contact between Us and any of the above parties becomes sporadic or unpredictable to a degree that makes provision of Our training and/or other services in a manner consistent with the Contract impracticable—final invoicing shall be sent by Us after thirty (30) days have passed since effective contact was lost or became undependable.
C)
Payment shall be due according to the stipulations contained in the “Payment Schedule” and “Attendance/Cancellation Policy” sections of this document, and penalties (including, but not limited to, interest, fees, taxes, and/or legal costs) and/or other expenses incurred by Us a result of a delay (either in participation or in payment) or loss of contact shall be included in, and added to, the charges to be invoiced. (Please see the “Payment Schedule” and “Non-Payment” sections of this document for more details.)

Section XIII: Errors and Omissions

A)
Failure to Provide Training and/or Other Services
1. 1)
  In the event that circumstances require Us (or Our authorized representative(s)) to reschedule one or more Sessions of training and/or other services for which We have not yet been paid:
2. 1. i)
    We will work with Participant(s), Client(s), and/or other Interested Parties to schedule makeup Session(s) such that total Sessions provided will be equal in quantity to the number of Sessions agreed to in the Contract. The payment schedule shall reflect the new schedule of instruction and/or other training to be offered by Us.
3. 1. ii)
    In the event that circumstances make it unlikely that We will be able to provide one or more Session(s) for which We have not been paid, no payment shall be due to Us for those Sessions from the Client(s) and/or Fiscally Responsible Entit(ies) named in the Contract.
4. 2)
  In the event that circumstances require Us (or Our authorized representative(s)) to reschedule one or more Sessions of training and/or other services for which We HAVE already been paid:
5. 1. i)
    We will work with Participant(s), Client(s), and/or other Interested Parties to schedule makeup Session(s) such that total Sessions provided will be equal in quantity to the number of Sessions agreed to in the Contract.
  2. ii)
    In the event that circumstances make it unlikely that We will be able to provide one or more Session(s) for which We have been paid, restitution of funds shall be made by Us to the Client(s) and/or Fiscally Responsible Entit(ies) who paid for those Sessions.
1. 3)
  In the event that We must make restitution of funds for Sessions We are unable to provide, We will pay restitution equivalent to the Participation Fees paid per session, based upon:
2. 1. i)
    The number of paid Sessions We were unable to provide, multiplied by
  2. ii)
    The previously paid fee per Session, multiplied by
  3. iii)
    The number of Participants (ANTICIPATED or ACTUAL) used to calculate Total Participation Fees.
3. 4)
  Restitution shall be paid by Us within ninety (90) business days of the date We inform the Client(s) of Our inability to provide the Session(s) referenced in Section XIII 2) and 3).
B)
Limitation of Liability/Exclusion of Damages:
1. 1)
  Total funds owed by Us to Client(s), to the other Interested Part(ies) to a Contract, and/or to any other person(s), business(es), compan(ies), organization(s), and/or entit(ies)—whether due to Our inability to provide training and/or other services, or for any other reason—shall not exceed (when combined) a total sum equal to the total value of fees and/or other compensation We have been paid for Sessions
2. 1. i)
    that We have failed to provide, and
  2. ii)
    for which We have signed a Contract that is legally and contractually binding,
  3. multiplied by one (1).
1. 2)
  Except as expressly stated in these Terms and Conditions and/or in a Contract that is legally and contractually binding, neither We, nor the Client(s), nor the Client(s)’ authorized representative(s), nor any other Part(ies), shall be liable to the other Part(ies) for any damages, whether direct or indirect, whether incidental or consequential—including, but not limited to, damages resulting from loss of use, loss of profits, interruption or loss of business, lost goodwill, lost revenue, and/or lost opportunity—arising out of any of the terms or conditions of the Contract, of these Terms and Conditions, or with respect to any agreement between the Parties or to any Party’s performance thereunder.
1. 3)
  The foregoing limitation of liability and exclusion of damages shall apply even if a Party failed to read, to proofread, and/or to otherwise adequately examine the Contract, these Terms and Conditions, and/or any other written agreement between two or more of the Parties.
1. 4)
  The foregoing limitation of liability and exclusion of damages shall apply even if a Party had or should have had knowledge, actual or constructive, of the possibility of such damages.
1. 5)
  The foregoing limitation of liability and exclusion of damages shall apply in the event of any losses or damages suffered by any Part(ies) because of poorly functioning or non-functioning equipment, inadequate or inappropriate facilities, and/or any other material or technical issues making Our provision of training and/or other Services specified in the Contract difficult, incomplete, and/or inadequate.
2. 6)
  The foregoing limitation of liability and exclusion of damages shall apply whether a claim is based on breach of contract, breach of warranty, tort (including negligence), product liability, strict liability or otherwise, and notwithstanding any failure of essential purpose of any limited remedy therein.

Section XIV: Changes to these Terms and Conditions/Dispute Resolution

A)
In the event that any contradiction, real or apparent, exists between these Terms and Conditions and Our Guarantee of Non-Disclosure, these Terms and Conditions shall be considered to replace, legally and contractually, the contents of the Guarantee of Non-Disclosure.
B)
In the event that any contradiction, real or apparent, exists between these Terms and Conditions and Our Privacy Policy, these Terms and Conditions shall be considered to replace, legally and contractually, the contents of the Privacy Policy.
C)
In the event that any contradiction, real or apparent, exists between these Terms and Conditions and a Contract that can be considered legally and contractually binding according to the terms stated in these Terms and Conditions, the Contract shall be considered to replace, legally and contractually, the contents of these Terms and Conditions.
D)
In the event that a Contract cannot be considered to be legally and contractually binding (whether for failing to meet the definition of a legally and contractually binding Contract as stated in these Terms and Conditions, or for any other reason)—or if any matter of legal and/or contractual consequence is addressed in these Terms and Conditions but not in a Contract that is legally and contractually binding—the terms, conditions, and/or procedures stipulated in these Terms and Conditions shall be considered to carry the same legal and contractual weight, and to place the same legal and contractual burdens upon all Parties bound by their contents, as would the contents of a Contract that was binding legally and contractually.
E)
In the event that a dispute arises that affects Us and any Part(ies) who have attested that they have read, understood, and agreed to be bound by the contents of
1. i)
  Our Guarantee of Non-Disclosure,
2. ii)
  Our Privacy Policy,
3. iii)
  Our Terms and Conditions, and/or
4. iv)
  a legally and contractually binding Contract made between Us and said Part(ies),
5. except when We have expressly reserved a right to legal action in one or more of the documents named in Section XIV) E) i) through iv), the dispute shall be resolved in a manner, and by an arbiter, to be agreed to, in writing, by all involved Part(ies) prior to the undertaking of any procedures to resolve the dispute. The arbiter and manner of resolution shall only be changed via a new written agreement signed by all Part(ies).
F)
We affirm that the versions of Our Guarantee of Non-Disclosure, Privacy Policy, and Terms and Conditions that appear on and are available to the public via Our website, rightwordrightnow.com, are the most recent versions of those documents. We reserve the right to update, change, and/or otherwise revise Our Guarantee of Non-Disclosure, Privacy Policy, and/or these Terms and Conditions at any time, with or without stated cause, and with or without notice except as such changes may reasonably be expected to affect one or more current Client(s) and/or other Interested Part(ies) to a current Contract. (In the event said changes may reasonably be expected to affect one or more current Client(s) and/or other Interested Part(ies), We will contact said Client(s) and/or other Interested Part(ies) privately to apprise them of the changes.)
G)
Any persons or organizations wishing for more information regarding the contents of Our Privacy Policy, Our Guarantee of Non-Disclosure, and/or these Terms and Conditions are encouraged to contact Us directly for clarification.