Terms & Conditions
I. Scope of Application.
A. The following standard terms & conditions (the “T&Cs”) apply to agreements to purchase certain goods and services (the “Products”) from A-List Services, LLC (“A-List”, “us”, “our” or “we”) at the rates and quantities outlined in the email or attachment accompanying this document (the “Proposed Order”). The T&Cs in combination with the Proposed Order represents a complete offer by us to sell the Products to you. Your acceptance of such offer shall represent a binding agreement for you to buy and for us to sell the Products at the price and quantity listed on the Proposed Order under the T&Cs described below (collectively the “Agreement”).
B. Any terms of business laid down by you shall not apply. Any confirmation from you that is based on your own terms of business is hereby expressly refuted. Your terms of business shall not become an integral part of any agreements unless A-List has expressly confirmed same in writing.
C. The T&Cs can change and if subsequently amended by AList; the then applicable T&Cs shall be applied at the time you confirm a Proposed Order. Therefore, you should consult the T&Cs accompanying each Proposed Order each time you purchase Products from A-List to be aware of the version applicable to such Proposed Order.
II. Orders Generally.
A. A-List accepts MasterCard®, Visa®, American Express®, and Discover® as methods of payment. The transaction will be charged to your credit or debit card (the “Client Card”) only after verifying the Client Card details, receiving credit authorization on the Client Card, and confirmation of the availability of the Products.
B. We reserve the right, at any time, to accept or decline your confirmation of the Proposed Order and T&Cs, or any portion thereof, in our sole discretion, even after you receive an order confirmation form us or after the Client Card has been authorized. If the Client Card has already been authorized for the purchase and the order is canceled, we will issue a credit to the original method of payment.
III. Materials Purchased. The following shall apply to any books and materials (the “Books and Materials”) which are part of the Agreement:
A. The Books and Materials shall be shipped to you only upon receipt of full payment;
B. You may cancel or modify your order with no cost or penalty if we receive notice of such request at firstname.lastname@example.org (“Client Services”) prior to the shipment of your order. If the Client Card has already been authorized for the purchase and the order is canceled, we will issue a credit to the original method of payment;
C. We will ship your Books and Materials in the manner and with the carrier (the “Designated Carrier”) described in the Proposed Order;
D. A-List shall retain full ownership of the Books and Materials ordered until payment has been received in full and the Books and Materials have been given to the Designated Shipping Carrier. Once the Books and Materials are shipped risks of loss or damage to said Books and Materials, and any damage that may have occurred, shall be transferred to you;
E. Books and Materials may be returned for a full refund, less a restocking fee of 10% of the price paid for such Books and Materials, as long as such goods are:
1. in “like new” condition; and
2. returned to us, at your expense, to: A-List Education 363 7th Avenue, 13th Floor New York, NY 10001
IV. Services Purchased. The following terms and conditions shall govern the purchase of any services from A-List (the “Services”)
A. Payment. All payments for Services shall be made by (i) sending such payment to the address listed on the Proposed Order or (ii) your instruction to charge the Client Card on the date any such payment is due. All such payments shall be made as follows:
1. Within five (5) business days of date of the Agreement, we shall have received from you payment for fifty percent (50%) of the price listed on the Proposed Order relating to the Services;
2. By the later of (i) five (5) business days after date of the Agreement or (ii) twenty (20) business days prior to the date such Services are to be performed, we shall have received from you the entire unpaid balance relating to the price listed on the Proposed Order relating to the Services;
3. After performance of the Services, we shall calculate the final amount of all Reimbursable Expenses (defined below) and provide you with a final invoice indicating the balance due for such Reimbursable Expenses as well as any remaining amounts due under the Proposed Order (the “Final Invoice”);
4. You shall remit to us all amounts due under the Final Invoice within ten (10) business days of receiving such Final Invoice; and
5. Should any amounts due under the Proposed Order or Final Invoice be under dispute, you shall pay all amounts not under dispute when they become due and payable.
B. Cancelation. At your request, the Services may be cancelled, subject to the following terms;
1. For requests submitted more than ten (10) business days before the date the Services are to be performed, the amount due to us in relation to such Service shall be reduced to 20% of the full amount in relation to such Services. Any Reimbursable Expenses (in relation to such Services) will continue to be payable;
2. For requests submitted ten (10) business days or fewer before the date the Services are to be performed, the full payment for such Services plus any Reimbursable Expenses will continue to be payable;
3. A-List may approve any other cancelations requested at its sole discretion;
4. In the event of cancellation, A-List will employ its commercially reasonable efforts to cancel travel commitments incurred by it before receipt of your cancellation request. However, any nonrefundable travel expenses or penalties associated with the cancellation of the training service will be considered “Reimbursable Expenses” as described in Section IV(C); and
5. If we are unable to complete the Services as a result of you non-compliance with the Agreement, such non-compliance shall be considered a cancelation request under Section IV(B)(2) of these T&Cs.
C. Travel Expenses. You shall reimburse us for all reasonable expenses incurred in the performance of any Services including but not limited to (i) travel, (ii) lodging, (iii) meals, (iv) communications, (v) shipping of materials needed to perform Services and (vi) all other reasonable and customary business expenses incurred in the performance of the Services ((i)-(vi) collectively the “Reimbursable Expenses”).
D. Location. With respect to any location where we are requested to perform Services (a “Location”):
1. You shall be responsible for ensuring that such Location is available and reasonably suitable for the provision of the Services. Without limiting the foregoing, you agree and represent to us that (i) such Location is large enough for the number of participants outlined in the Proposed Order, (ii) you have all necessary rights and permissions to use such Location, (iii) such Location is temperature controlled, (iv) such Location has wireless internet access and (vi) such Location otherwise has no characteristics which could reasonably be expected to frustrate our ability to perform the Services.
2. You shall be responsible for any set-up and clean-up with respect to such Location and costs or expenses related to such Location.
3. A member of management or a teacher from your organization will be present at the Location at all times the Services are being performed and for a reasonable time before and after such Services are being performed.
4. Before the date the Services are to be performed, you have gained and shall retain all necessary consents and/or permissions from all participants, and in the case of any participant who is a minor, of a parent or legal guardian of such participant, in compliance with applicable laws, including privacy laws.
5. You shall be responsible for any damage caused to the Location to the extent such damage is finally determined by a court of competent jurisdiction to have been caused by our gross negligence or willful misconduct.
E. You consent and agree, and will ensure all participants in our Services consent and agree, that A-List has permission to use data with regards to student performance, aggregate performance, and any and all other data derived from the performance of the Services (removing the names of individuals, along with any other information by which any specific and unique individual can be identified, in all cases) for any legitimate business purpose permitted by applicable law.
V. Representations and Warranties.
A. You represent and warrant to us that:
1. You have all necessary power and authority to enter into the Agreement and to carry out the actions contemplated thereby;
2. Entering into the Agreement and performing your obligations under it does not conflict with or violate any provision of your governing documents or violate any material law, rule or regulation or any order, judgment, decree or award of any court, governmental authority or arbitrator to or by which you are subject or bound;
3. The Agreement creates a valid and binding obligation on you, enforceable against you in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and to limitations imposed by general principles of equity; and
4. You shall comply with all applicable laws, rules and regulations, including but not limited to, those governing the collection, storage and use of personally identifiable information.
B. We represent and warrant that:
1. We have all necessary limited liability company power and authority to enter into the Agreement and to carry out the actions contemplated thereby;
2. Entering into the Agreement and performing our obligations under it does not conflict with or violate any provision of our governing documents or violate any material law, rule or regulation or any order, judgment, decree or award of any court, governmental authority or arbitrator to or by which we are subject or bound; and
3. The Agreement creates a valid and binding obligation for us, enforceable against us in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and to limitations imposed by general principles of equity.
VI. Intellectual Property.
A. The materials (whether in hard copy, electronic or any other format) provided by A-List under the Agreement may not be copied, reprinted or otherwise used (other than for purposes of the Services themselves) by you without the prior written permission of A-List. You acknowledge that materials provided or utilized by A-List under the Agreement, including but not limited to the Books and Materials, contain information, text, software, photos, video, graphics, music, sounds or other material (collectively, “Content”) that are protected by copyrights, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the Content, in whole or in part, without the written permission of A-List.
B. You and your employees or agents shall not use A-List’s name, or any of A-List’s trademarks or service marks or other identifying characteristics without A-List’s prior written approval.
C. You agree to return any materials to A-List as requested by A-List.
VII. Late Payments. If you fail to pay any amounts due under the Agreement or Final Invoice as those amounts become due in accordance with these T&Cs, such unpaid amounts shall accrue interest , compounded monthly, at a rate of ten percent (10%) per annum from the date such amounts became due until paid.
VIII. Indemnification. You hereby agree to indemnify, defend and hold us, and our officers, directors, employees, members, agents and representatives harmless from and against any and all liability, losses, damages, costs, or expenses (including attorney’s fees), including any claim or suit, threatened or actual, arising from or related to any breach of any of your representations, warranties or covenants under the Agreement or (ii) any injury, damage or harm, physical or otherwise, suffered by any participant in any Services, any other person or any Location in connection with the Agreement or the Services, except in the case of this clause (ii) to the extent finally determined by a court of competent jurisdiction to have been caused by our gross negligence or willful misconduct.
IX. Disclaimer; Force Majeure.
A. Disclaimer of Warranties. WE DISCLAIM ALL WARRANTIES OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING.
B. Force Majeure. We will not be liable for any delay in performance or inability to perform due to the occurrence of any event or circumstance outside our reasonable control, including without limitation any acts of god, acts or omissions of you, acts or omissions of governmental or quasi-governmental authorities, equipment failures, fires, floods, explosions or other natural disasters.
X. Relationship of Parties. We shall at all times be deemed to be an independent contractor and no partnership, joint venture, agency or employment relationship is intended or created by the Agreement.
XI. Parties in Interest; Assignment. The Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to confer upon any other person or entity any rights or remedies whatsoever. The Agreement may not be assigned by you without our prior written consent, and any such attempted assignment without our written consent shall be void and have no effect.
XII. Entire Agreement; Amendments. The Agreement sets forth the entire agreement and understanding of you and A-List relating to the subject matter hereof, and supersedes all prior agreements, arrangements and understandings, written or oral, between you and AList relating to such subject matter. The terms and provisions of the Agreement may be modified or amended only by written agreement executed by each you and A-List. No course of dealing between or among you and A-List hereto shall be deemed effective to modify, amend or discharge any part of the Agreement or any rights or obligations of any such party under or by reason of the Agreement.
XIII. Severability. Whenever possible, each provision of the Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Agreement or the application of any such provision to you or circumstance related to you shall be held to be prohibited by, illegal or unenforceable under applicable law or rule in any respect by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of the Agreement.
XIV. Confidentiality. You shall not disclose the terms of the Agreement to any third party without our written consent.
XV. Governing Law; Jurisdiction; Waiver of Trial by Jury. All issues and questions concerning the construction, validity, enforcement and interpretation of the Agreement and the exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. You and A-List submit to the jurisdiction of any state or federal court sitting in the State of New York, New York County, in any action or proceeding arising out of or relating to the Agreement and agree that all claims in respect of the action or proceeding may be heard and determined in any such court and hereby expressly submits to the personal jurisdiction and venue of such court for the purposes hereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum. You and A-List irrevocably consent to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to its address set forth below. You and A-List waive any right it may have to trial by jury in respect of any litigation based on, arising out of, under or in connection with the Agreement or any course of conduct, course of dealing, verbal or written statement or action by you or A-List.
XVI. Limitations on Liability. IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES BE LIABLE (i) FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE AGREEMENT, THE SERVICES OR THE USE OF THE SAME, OR (ii) IN EXCESS OF THE ACTUAL AMOUNT OF FEES PAID BY YOU TO US FOR THE PRODUCTS IN QUESTION