Our agreement with you
We encourage you to read these terms carefully, and to contact us if you have any questions. By using our services or registering for a course/program/programme, you agree to be bound by, and to abide by, these terms. If you do not agree to be bound by these terms, or are not able to enter into a binding agreement, then unfortunately you may not register for a course/program or use our services.
- Introduction: GetSmarter collaborates with some of the world’s leading universities to deliver online non-credit bearing short courses through our online platform (“Courses”) to its core customers (“Students”). Many Students are working professionals whose employers are willing to cover the cost of enrolling for and completing a short course. This corporate account agreement (the “Agreement”) governs the terms on which Get Smarter will contract directly with these employers (“you(r)” or “Customer”) for your employees to enroll as Students in Courses.
- Nature of this Agreement: This Agreement shall commence from the date of the last Party’s signature above and shall be terminable on 3 months’ written notice by either Party. All Course registrations requested by you from time to time for your employees shall be governed by the terms of this Agreement. GetSmarter shall deliver corporate estimates (“Estimates”) for Course registrations on request, typically setting out (1) the name, start date and duration of the Course for which your employees are enrolling as Students, (2) the number of Customer Students being enrolled, and (3) the amount payable per Customer Student and in total (which amount includes Value Added Tax where applicable). It is your responsibility to consider and (if approved), accept such Estimate, by email, and by no later than the listed expiry date.
- Cancellations and Deferrals: All cancellation and deferral requests from Students will be handled in accordance with the Student Terms, including the administration fees resulting therefrom. You are responsible for acquainting yourself with these Student Terms when making any request for a cancellation or deferral on behalf of a Student.
- Invoices and payment: By accepting an Estimate by email, you agree to pay the amounts listed therein in respect of each successfully registered Customer Student within 30 (thirty) days of invoicing, unless expressly agreed to by GetSmarter otherwise in writing. An invoice will be sent to you in electronic format by any one of GetSmarter’s related companies prior to the Course start date. The Estimate will be reflected in the currency applicable to the territory where the Course is presented. For instance, Courses presented in collaboration with a University in the United States will be invoiced in United States dollars. In the event that payment is not received in full, GetSmarter shall be entitled, in its sole discretion and without prejudice to any other rights it may have, to immediately suspend Students on the basis of non-payment, and/or to withhold certificates of Students who successfully complete the Course. All amounts set out in an Estimate shall be paid in full without any offset, withholding or deduction whatsoever. Each Party shall be responsible for payment of their own taxes (other than Value Added Tax which shall be borne exclusively by you) or charges (including bank charges or currency conversion charges), that are levied or imposed on such Party. Any late payment shall be subject to any costs of collection (including reasonable attorneys’ fees and costs) and shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial periods) or at the maximum rate permitted by law, whichever is less.
- Warranties: You warrant and represent that you will at all times: (a) uphold the reputation, interests and goodwill of GetSmarter; (b) will not perform any act or fail to perform any act which may result in GetSmarter’s reputation, interests and goodwill being prejudiced; (c) you will comply with all applicable laws in connection with this Agreement; and (d) you will not disclose any of the commercial terms to any other person (except where required to do so by applicable law, and then only to the minimum extent required).
- Intellectual Property: Nothing in this Agreement shall be construed to convey any title or ownership rights to the services or other GetSmarter confidential information to you or to any patent, copyright, trademark, or trade secret embodied therein, or to grant any other right, title, ownership interest to GetSmarter’s confidential information, or ownership interests to, or in, the Courses. Nothing in this Agreement shall be construed to convey any title or ownership rights to Customer’s confidential information to GetSmarter or to any patent, copyright, trademark, or trade secret embodied therein, or to grant any other right, title, or ownership interest to the Customer’s confidential information. Customer shall not, in whole or in part, sell or disclose GetSmarters’s confidential information to any third Party and shall not copy, reproduce or distribute GetSmarter’s confidential information (including the Courses) except as expressly permitted in this Agreement. Each Party shall take all reasonable precautions, but no less than those precautions used to protect its own confidential information, to prevent the theft, disclosure, and the unauthorized copying, reproduction or distribution of the confidential information.
- Data Protection: Each Party agrees that it will process Personal Information in a manner consistent with the Data Protection Laws, including by having in place an appropriate data transfer mechanism in the event of a cross-border transfer of data containing Personal Information (as required). The obligations and responsibilities of the parties with respect to the processing of Personal Information shared under this Agreement are set forth in the Data Sharing Addendum, which shall be incorporated herein by reference. The terms “Personal Information” and “Data Protection Laws”, as used herein, shall have the meaning set forth in the Data Sharing Addendum.
- Limitations of Liability: IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONSULTANTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED, INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOOD WILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONSULTANTS BE LIABLE ON ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF CHARGES PAID BY CUSTOMER UNDER THE AGREEMENT IN THE 6 MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
- Course Suitability: GetSmarter does not warrant or undertake that: (a) any or all of any courses provided pursuant to this Agreement will be suitable for any of Customer’s employees (either collectively or individually) who enroll in the Courses; (b) any Customer Student will complete a course; (c) a Course that is listed on GetSmarter’s or its affiliates’ website will continue to be available; or (d) a Course that is listed on GetSmarter’s or its affiliates’ website will have capacity to accept any Customer Student at any particular time. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, GETSMARTER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
- Breach: If either Party breaches any material provision or term of this Agreement other than a payment default (for which there will be a ten (10) day cure period following notice) and fails to remedy such breach within thirty (30) days of receipt of written notice requiring it to do so then the aggrieved Party will be entitled without notice, in addition to any other remedy available to it at law or under this Agreement to cancel this Agreement or to claim specific performance of any obligation whether or not the due date for performance has arrived, in either event without prejudice to the aggrieved Party’s right to claim damages.
- Addresses: Both Parties choose as their address for service for all purposes under this Agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature, the addresses (including any email address) set forth on the cover page of this Agreement. Any notice or communication required or permitted to be given in terms of this Agreement may be delivered by email to either Party’s designated email address.
- Applicable Law: This Agreement and any matter arising from this Agreement shall be governed by and interpreted in accordance with the laws of the State of Maryland, United States of America, without giving effect to any principles of Maryland law that require the application of another jurisdiction’s laws. The Parties agree to the exclusive jurisdiction of the state and federal courts in Prince Georges County Maryland and the United States District Court for the District of Maryland, as applicable.
- Entire Agreement and Survivability: This Agreement combined with the Data Sharing Addendum constitutes the entire agreement between the Parties relating to the subject matter of this Agreement and supersedes any other discussions, agreements and/or understandings regarding the subject matter of this Agreement. The provisions of clauses 5-9, 12, 13 and 15 shall survive termination of this Agreement.
- Amendments: The Parties agree that this Agreement may not be altered, amended or modified, and no settlement of any disputes arising under this Agreement and no extension of time, waiver or relaxation or suspension of or agreement not to enforce or to suspend or postpone the enforcement of any of the provisions or terms of this Agreement shall be binding unless in writing which is signed by an authorized representative of both Parties (or in the case of an extension of time, waiver or relaxation or suspension, signed by the Party granting such extension, waiver or relaxation)
- General: If any portion of this Agreement is determined to be or becomes unenforceable or illegal, such portion shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation. GetSmarter may assign any of its rights and/or delegate any of its obligations in terms of this Agreement by notice to you.