These general purchase terms (these “Purchase Terms”) are between Blanchard International Group New Zealand Limited, trading as Blanchard Aotearoa New Zealand and the client purchasing the Deliverables (each a “Client”). These Purchase Terms apply in instances where there is no signed written agreement between the parties related to the Deliverables. When there is a signed agreement between the parties covering the Deliverables, the terms of that agreement apply. When there is no signed agreement covering the Deliverables, these Purchase Terms supersede any terms incorporated in a purchase order provided by Client and supersede other terms provided by Client related to the Deliverables. These Purchase Terms are effective as of the earlier of either: (a) Blanchard Aotearoa New Zealand’s first date of delivery, or (b) the date scheduled Services with Blanchard Aotearoa New Zealand are confirmed (confirmation is communicated via email). Defined terms used in these Purchase Terms but not defined in this Section are defined in Section 17 of these Purchase Terms.
Each party maintains exclusive right, title, and interest to its own Intellectual Property. These Purchase Terms do not transfer, assign, or convey ownership of one party’s Intellectual Property to the other party or to any other person or entity. Blanchard Aotearoa New Zealand hereby grants Client (and each Participant) a limited, world-wide, non-exclusive, non-transferable, non-sub-licensable, and non-assignable license to utilise the Deliverables for the purposes for which the Deliverables were designed. Each individual Participant may download, print, and save copies of Digital Materials for personal, non-commercial use in association with the rights conveyed under these Purchase Terms. This license is unique to the Participant. Except as allowed in this Section, the Deliverables may not be modified, copied, reprinted, reproduced, duplicated, distributed, translated, adapted, incorporated into other works, reverse-engineered, resold, published, broadcast, or recorded. The “work made for hire” doctrine does not apply to the Deliverables. The Deliverables may not be marketed or resold by Client to third parties. Blanchard Aotearoa New Zealand may terminate the licensing rights granted in this Section in the case of a material breach of these Purchase Terms (a breach of these licensing rights will be considered a material breach).
The parties will hold Confidential Information in confidence and will not reveal Confidential Information to any third parties, except pursuant to court order or other lawful or administrative process. The parties will use Confidential Information and share Confidential Information within their respective organisations only to the extent needed to fulfill their obligations with respect to the Deliverables. Upon written request by the disclosing party (email request is sufficient), the receiving party will destroy all Confidential Information except for copies needed for legal or accounting purposes.
To cancel or change the date of confirmed scheduled in-person or VILT delivery with a Blanchard Aotearoa New Zealand facilitator (a.k.a. trainer), Client must notify Blanchard Aotearoa New Zealand. For in-person Services, if Blanchard Aotearoa New Zealand receives this notice fewer than 30 calendar days prior to the first scheduled date of Services, Client is responsible for paying:
(a) 50% of the total Services fees if notice is received 21 to 29 calendar days prior to the first scheduled date; or (b) 100% of the total Services fees if notice is received fewer than 21 calendar days prior to the first scheduled date. Additionally, for in-person Services, if Blanchard Aotearoa New Zealand receives this notice fewer than 30 calendar days prior to the first scheduled date, Client must reimburse Blanchard Aotearoa New Zealand for any nonrefundable travel-related expenses incurred by Blanchard Aotearoa New Zealand. For VILT, if Blanchard Aotearoa New Zealand receives notice from Client of cancellation or date change 14 calendar days or fewer prior to the first scheduled VILT session, Client is responsible for paying 100% of the Services fees. Fees associated with Client cancelling or changing the date of scheduled Services are not eligible for credit toward a future purchase.
Unless otherwise agreed upon by both parties, Client’s payment for the Deliverables is due 20th of the month following the date of the invoice.
Client is responsible for GST as well as freight, shipping, handling, customs, duties, and reasonable travel expenses related to the Deliverables. When Blanchard Aotearoa New Zealand provides a Quote to Client, the quote is an estimate of fees for the Deliverables and may not include Sales Taxes, freight, shipping, handling, customs, duties, and/or travel expenses. It is Client’s responsibility to ensure any purchase order generated for the Deliverables is sufficient to cover all these items.
With respect to the Deliverables, Blanchard Aotearoa New Zealand may use subcontractors for delivery, course design, print production, and online platform provision.
Participant Materials include online learning, and for SLII® the online Leader Behaviour Analysis (“LBAII®”) Assessment scored on the Dabox platform subject to Licensee’s Subscription terms below*. The online learning includes a one year subscription to the Participant Materials and Master Toolkit accessed through Licensee’s online learning portal entitled “Blanchard Exchange.” For SLII® Each User may share the Learn the SLII® Model assets with up to 20 of their direct reports during the Subscription term.
*Subscription Terms. Client may purchase from Licensee a number of electronic or web courses, assessments, and learning aids (“Subscriptions”).
(a) Assignment by Administrator. The administrator has twelve (12) months from the Effective Date of this Agreement (this is deemed the date of purchase) to assign Subscriptions to each User. Subscriptions not assigned within twelve (12) months from the Effective Date expire and are forfeited.
(b) Access by User. Each User has twelve (12) months from the date they were assigned the Subscription to use it (this is twelve (12) months of access). Subscriptions automatically expire and are forfeited twelve (12) months after the date of assignment regardless of non use
(c) Forfeiture. Client’s decision relating to the use of purchased Subscriptions has no impact on Client’s obligation to pay subscription fees once ordered by Client. Subscriptions are nontransferable and cannot be shared or used by more than one User. Failure to assign and/or use Subscriptions results in forfeiture. It is Client’s responsibility to know the status of available Subscriptions and the applicable expiration date(s). Refunds are not available for expired/forfeited Subscriptions.
(d) Term Extensions. Subscription term extension requests will cost an additional fee per User for each additional term. These requests must be submitted to the Licensee Project Manager prior to the expiration date for contracting and processing.
(e) Technical Readiness Analysis. A Technical Readiness Analysis (“TRA”) of Client’s computer system may be required which will be performed by Licensee at no cost (excludes learning management system integrations).
(f) Administration. For Subscriptions administered/managed by Licensee, Client will be charged a per end user/participant (“User”) administration fee that will be mutually agreed to by the parties. Clients who elect to do their own administration are responsible for the management of Users and accounting for Subscriptions. Administration means sending out email invitations to Users, managing content distribution, class management/logistics, and basic technical support. Licensee will provide sufficient information and training such as a one hour training call/web conference to enable the Client administrator to perform the administration tasks satisfactorily. Users will have access to content updates during the term of the then current subscription.
(g) Technical Support. Available Monday through Friday, 8.30AM to 5PM via firstname.lastname@example.org. Licensee shall use commercially reasonable efforts to have the online learning application accessed through the applicable website available 24 hours per day 365 days per year, except for
(i) planned downtime which, to the extent practicable, will occur between Friday at 10PM PST and Monday at 6AM PST, and/or
(ii) unavailability caused by a Force Majeure Event. Emails and voicemails will be responded to within 24 hours for days of normal business operation.
(h) Confidentiality of Assessment Data. The parties agree surveys & resulting feedback reports (“Survey Data”) will be used solely for developmental purposes. Survey Data is to remain confidential to the individual participants and/or raters. This means Client personnel is expected to maintain this privacy and not provide summaries or copies of the Survey Data to others in such a way that confidentiality is compromised. Survey Data is often aggregated for qualified organizational personnel. However, such aggregates have a minimum number of individuals in order to continue to protect the privacy of individual participants and/or raters.
(i) The following terms also apply: For the online LBAII® Assessment scored on the Dabox platform (entity located in Sweden):
(a) Credits are valid for twelve (12) months after the date of purchase. Credits not assigned to a participant within twelve (12) months after purchase are considered expired.
(b) After completion, participants or team representatives have sixty (60) days to access their feedback report; and
(c) Feedback reports can be printed and/or downloaded and saved electronically.
If Client utilises Client Trainers to deliver Blanchard programmes within its organisation, Client must purchase the applicable Blanchard training materials for the Client Trainer(s) to use or ensure the applicable training materials have been purchased for them. Additionally, Client must purchase one set of the supporting participant materials for each Participant attending a training session (whether in-person or VILT) in a Blanchard programme. If Client utilises Client Trainers to deliver Blanchard programmes, the trainer terms found here apply.
Blanchard Aotearoa New Zealand maintains generally accepted industry standard administrative, physical, and technical safeguards to protect Client Confidential Information and Client data. Blanchard Aotearoa New Zealand has full authority and sufficient right, title, and interest in and to the Deliverables to provide Client with the rights Blanchard Aotearoa New Zealand grants in these Purchase Terms. Blanchard Aotearoa New Zealand represents that, in connection with its performance and delivery of the Deliverables, Blanchard Aotearoa New Zealand will comply with the Laws. Blanchard Aotearoa New Zealand carries comprehensive general commercial liability insurance in an amount not less than $1,000,000 (covering personal injury, death, and property damage) as well as employer’s liability insurance.
Subject to the limitations in this Section, Blanchard Aotearoa New Zealand will indemnify Client against Claims brought against Client if these Claims arise out of any claim that Client’s use or possession of the Deliverables infringes any patent, copyright, trade secret, or other proprietary right of any third party. Blanchard Aotearoa New Zealand’s obligation to indemnify Client excludes Claims arising from: (a) Client having provided Blanchard Aotearoa New Zealand infringing content that was incorporated into the Deliverables developed for Client by Blanchard Aotearoa New Zealand; (b) Client’s modification or use of the Deliverables in a manner that violates the scope of the license granted to Client or the Deliverables’ intended use; or (c) the failure of Client to use or make any corrections or modifications to the Deliverables required by Blanchard Aotearoa New Zealand and provided to Client by Blanchard Aotearoa New Zealand free of charge. If acting under its indemnification obligations, Blanchard Aotearoa New Zealand has the right to select counsel, settle, try, or otherwise dispose of any Claims. However, without Client’s prior written consent, Blanchard Aotearoa New Zealand is prohibited from entering into any settlement that: (i) would be in Client’s name; (ii) imposes any liability or obligation, or an admission of fault or guilt, on Client; or (iii) enjoins Client. The parties will cooperate in the settlement or defense of a Claim and give one another access to all relevant information.
Blanchard Aotearoa New Zealand is subject to New Zealand’s COVID-19 Protection Framework rules, as they apply to the regions where we operate. We are also subject to the requirements of our clients and our venues where our workshops are held.
Where a Blanchard Aotearoa New Zealand representative is facilitating in-house workshops on a client’s premises, we will adhere to New Zealand’s COVID-19 Protection Framework rules and our client’s vaccination status requirements.
Where Blanchard Aotearoa New Zealand is hosting a workshop at a public venue, such as a hotel, training or conference centre, we will adhere to New Zealand’s COVID-19 Protection Framework rules and the venue’s requirements around vaccination status.
If any Blanchard Representative is uncomfortable with those requirements and can’t fulfil the duties as required, an alternative facilitator may be provided by agreement
THE DELIVERABLES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. EXCEPT AS OTHERWISE SPECIFICALLY STATED IN THESE PURCHASE TERMS, BLANCHARD AOTEAROA NEW ZEALAND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THE DELIVERABLES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND TECHNICAL PERFORMANCE.
Force Majeure. If a Force Majeure Event occurs, the Affected Party will be excused from performing the obligations it is unable to perform owing to the Force Majeure Event, on condition that: (a) the Affected Party used reasonable efforts to perform those obligations, and (b) the Affected Party’s inability to perform those obligations is not due to its failure to take reasonable measures to protect itself against the event or circumstance giving rise to the Force Majeure Event. If a Force Majeure Event occurs, the Affected Party will promptly notify the other party of the occurrence of that Force Majeure Event, its effect on performance, and how long that party expects it to last. Thereafter, the Affected Party will update that information as reasonably necessary. During a Force Majeure Event, the Affected Party will use reasonable efforts to limit damages to the other party and to resume its performance.
“Affected Party” means the party prevented by a Force Majeure Event from performing any one or more obligations with respect to the Deliverables.
“Blanchard Intellectual Property” means: (a) Blanchard’s preexisting Intellectual Property; (b) all Intellectual Property in the Deliverables owned by, assigned to, or licensed to Blanchard; and (c) the processes, know-how, ideas, inventions, and materials owned by or licensed to Blanchard and used to create or constitute the Deliverables.
“Claim” means third-party claims, suits, losses, liabilities, costs, damages, and expenses.
“Client Trainers” means Client employees or members of Client personnel who facilitate Blanchard programmes.
“Confidential Information” means proprietary or sensitive information, technology, materials, and know-how of the other party disclosed or acquired that is either designated as proprietary or confidential or, by the nature of the information or the circumstances surrounding disclosure, ought in good faith to be treated as proprietary or confidential. Confidential Information does not include information the receiving party can demonstrate: (a) was previously known to the receiving party free of any obligation to keep it confidential; (b) is or has become generally available to the public through no wrongful act; (c) was rightfully received from a third party under no obligation of confidence to such third party; or (d) was independently developed by the receiving party without reference to information disclosed in connection with this Agreement.
“Deliverables” means the Services and Materials, collectively.
“Digital Materials” means Materials provided by Blanchard Aotearoa New Zealand in any electronic manner, whether distributed on an online platform or by email.
“Force Majeure Event” means, with respect to a party, any event or circumstance, whether foreseeable or not, that was not caused by that party and that prevents that party from complying with any of its obligations with respect to the Deliverables (other than an obligation to pay money). A Force Majeure Event does not include: (a) a strike or other labor unrest that affects only one party; (b) an increase in prices; (c) a change in law; or (d) third-party non-performance.
“Intellectual Property” means all copyrights, trademarks and service marks, trade secrets, patents, patent applications, contract rights, know-how, and other proprietary rights, including without limitation all rights considered “moral rights,” whether registered or unregistered, and whether existing now or in the future, throughout the world.
“Laws” means all applicable laws, rules, statutes, regulations, decrees, orders, and requirements of any government
organisation having jurisdiction.
“Materials” means materials provided by Blanchard Aotearoa New Zealand to Client.
“Participant” means a Client employee or member of Client personnel who is provided access to Blanchard Intellectual
Property through Client’s purchase of the Deliverables.
“Sales Taxes” means sales and use taxes, value added tax, business tax, tariffs, or any similar taxes that may apply to the Deliverables.
“Services” means services Blanchard Aotearoa New Zealand provides to Client, or that Client schedules to be provided, and includes in-person as well as VILT.
“VILT” means virtual instructor-led training.