By ordering services or products from Key Business Institute, Inc. (“KeyBI”), Client agrees to the following terms and conditions of sale. This Agreement shall commence on the date of order, and shall remain in effect until all obligations under this Agreement have been properly completed.
Billing and Payment
Payment for training events is required in advance of the event. Payment for products is required in advance of shipment of the product. There is a $25 service charge for all returned checks. Should it become necessary for KeyBI to retain an attorney to make demand upon or collect any past due amounts owed to KeyBI by Client, Client agrees to pay all costs of demand or collection, including reasonable attorney fees and court costs, incurred by KeyBI.
By ordering from KeyBI, Client agrees to be added to KeyBI’s periodic electronic newsletter. Client may elect to cancel enrollment in this newsletter at any time as noted in the body of the newsletter.
KeyBI represents and warrants to Client that it has the experience and ability to perform any services it offers, including but not limited to training events; that it will perform said services in a professional, competent and timely manner; that it has the power to enter into an Agreement to perform said services; and that its performance under such Agreement shall not infringe upon or violate the rights of any third party or violate any federal, state and municipal laws. However, Client will not determine or exercise control as to general procedures or formats necessary to have these services meet Client’s satisfaction.
Products Produced by KeyBI
KeyBI warrants that for a period of ninety (90) days from the date of product delivery, the product be free from material defects under normal authorized use consistent with any applicable instructions provided with each shipped product. This product warranty extends only to the original purchaser. Client’s sole and exclusive remedy and the entire liability of KeyBI, its suppliers and affiliates under this warranty is, at KeyBI’s option, either (i) to replace the product; or (ii) to refund the original purchase price, minus any applicable shipping charges. KeyBI makes no other warranty with respect to any software, and specifically disclaims any warranty that any software is error free or that Client will be able to operate the software without problems or interruptions.
Third Party Products Resold by KeyBI
KeyBI does NOT warranty products which are not produced directly by KeyBI. In the event of a warranty claim, Client’s sole and exclusive remedy will be to contact the original manufacturer of the product.
THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF QUALITY AND PERFORMANCE, WHETHER WRITTEN, ORAL OR IMPLIED, AND ALL OTHER WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USAGE OF TRADE ARE HEREBY DISCLAIMED. THE REMEDIES STATED HEREIN CONSTITUTE Client’S EXCLUSIVE REMEDIES AND KEYBI’S ENTIRE LIABILITY FOR ANY BREACH OF WARRANTY.
KeyBI acknowledges that any services rendered under this Agreement shall be solely as an independent contractor. KeyBI shall not enter into any contract or commitment on behalf of Client. KeyBI further acknowledges that it is not considered an affiliate or subsidiary of Client, and is not entitled to any Client employment rights or benefits. It is expressly understood that this undertaking is not a joint venture.
KeyBI recognizes and acknowledges that this Agreement creates a confidential relationship between KeyBI and Client and that information concerning Client’s business affairs, Clients, vendors, finances, properties, methods of operation, computer programs, and documentation, and other such information, whether written, oral, or otherwise, is confidential in nature. All such information concerning Client is hereinafter collectively referred to as “Confidential Information.”
KeyBI agrees that, except as directed by Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any third party whatsoever without written permission of Client. Subcontractors working on behalf of KeyBI in delivery of KeyBI services to client shall not be considered third parties under this Agreement. KeyBI agrees to bind its employees and subcontractors to the terms and conditions of this Agreement.
Work product produced in the performance of this Agreement shall remain the exclusive property of KeyBI unless otherwise agreed upon in writing however Client shall have the right to use any work product at no charge, or to modify said work product as required to fulfill Client’s needs during or after termination of this Agreement. Client shall not have the rights to assign or sell such product, in substantially the same form as delivered to Client by KeyBI, without the written permission from KeyBI. Any rights granted to Client under this Agreement shall not affect KeyBI exclusive ownership of the work product. KeyBI agrees that any work product containing Confidential Information shall be updated to remove any Confidential Information prior to KeyBI releasing in any form whatsoever said work product to any person or company other than Client.
An engagement for products or services (“Order”) may be cancelled by Client only upon prior written notice and payment of termination charges, including but not limited to all costs identified to the Order incurred prior to the effective date of notice of termination and all expenses incurred by KeyBI attributable to the termination.
This Agreement shall be construed and enforced in accordance with the laws of the State of North Carolina.
KeyBI shall not be liable for loss, damage, detention or delay nor be deemed to be in default for failure to perform when prevented from doing so by causes beyond its reasonable control including but not limited to acts of war (declared or undeclared), Acts of God, fire, strike, labor difficulties, acts or omissions of any governmental authority or of Client, compliance with government regulations, insurrection or riot, embargo, delays or shortages in transportation or inability to obtain necessary labor, materials, or facilities from usual sources or from defects or delays in the performance of its suppliers or subcontractors due to any of the foregoing enumerated causes. In the event of delay due to any such cause, the date of delivery will be extended by a period equal to the delay plus a reasonable time to resume service or production.
Entire Agreement and Notice
This Agreement contains the entire understanding of the parties and may not be amended without the specific written consent of both parties. Any notice given under this Agreement shall be sufficient if it is in writing and if sent by certified or registered mail to the office of KeyBI.
Although KeyBI has taken reasonable precautions to ensure our training materials and advice are as complete and accurate as possible, we cannot assume any responsibility for damages or losses that may occur from the use thereof. KEYBI DOES NOT PROVIDE LEGAL ADVICE AND CLIENT IS STRONGLY ENCOURAGED TO SEEK COMPETENT LEGAL ADVICE FROM A LICENSED ATTORNEY ON ANY LEGAL MATTERS. Any KeyBI materials or advice that Client might perceive as legal in nature are not intended as such.
KeyBI welcomes feedback concerning our Terms and Conditions. If you have any questions or concerns, or if you wish to discuss this policy with us, please contact us at CustSvc@KeyBI.com.