Terms and conditions

A summary of your agreement with Louder Than Ten

By clicking ‘agree,’ you accept all terms and conditions within.

Updated June 19, 2023

WHEREAS the Client wishes to engage the Company to perform certain services and whereas the Company has agreed to perform the said services pursuant to the terms of this Agreement;

NOW THEREFORE, in consideration of the mutual covenants of the parties hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby agreed as follows:

1. Definitions

For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the meanings set out below, and grammatical variations of such terms shall have corresponding meanings:

Agreement: These Terms and Conditions form the Agreement
Apprentice(s): Student(s) and guests participating in the Program
Client: The person or organization that engaged the Company to perform services
Company: Louder Than Ten Industries Inc.
Training Material: All Company IP including but not limited to the Website, and Content shared in Mural, Notion, TeamGantt, the Program, and any and all information provided by the Company to the Client
Program: Any and all training and consulting services provided by the Company to the Client
Website: any and all material from https://app.louderthanten.com or https://louderthanten.com.

2. Payment terms

2.1 Payment is due before services are rendered.

2.2 No disputes arising under this Agreement nor delays beyond the reasonable control of the Company shall interfere with prompt payment in full of the Program invoice by the Client.

3. Services

3.1 The Company agrees to carry out the service described in the SOW and perform its obligations under this Agreement.

3.2 Company reserves the right to reschedule training sessions, check-ins, homework deliverables and deadlines, and to substitute trainers unilaterally with no notice. Company also reserves the right to decline/terminate Apprentice participation for any reason at any time, and for failing to comply with this Agreement.

3.3 In the event that this Agreement is not able to be completed by the Company for reasons beyond the control of the Company, any and all fees and disbursements for work completed and expenses incurred by the Company shall immediately become due and payable by the Client to the Company.

4. Default

4.1 In the event of default in the payment of any of the Program invoice by the Client, the Company shall be entitled to:

a) suspend all further performance of the Agreement without notice;

b) recover damages against the Client at the expense of the Client; and

c) any other remedies under the laws of British Columbia and Canada.

4.2 If the Client shall become bankrupt or insolvent or compound with creditors or in the event of a resolution being passed or proceedings commenced for the liquidation of the Client (other than for a voluntary winding up for the purpose of reconstruction or amalgamation), or if a receiver or a trustee is appointed of all or any part of its assets or undertaking or if the Client (being an individual) shall die or if the Client shall be in default of its obligations under this Agreement, then the Company shall be entitled to terminate this Agreement and any other Agreement between the Client and the Company in force at the date hereof in whole or in part by notice in writing (without prejudice to any right or remedy accrued accruing to the Company).

5. Intellectual property rights

5.1 Under these Terms, Louder Than Ten and its licensors own all the intellectual property rights and Training Materials the Client or Client Apprentice(s) access during the Agreement period.

5.2 Client or Client Apprentice(s) are granted a limited license only for purposes of viewing and completing the Training Material and Program contained on the site and/or shared with Client.

5.3 Company may use data relating to the services for a case study.

6. Confidential information

6.1 While performing its services, the Company may share with the Client its trade secrets, business information, Client-related information, information relating to intellectual property, business plans, financial information, products, services, processes and know-how, technical information, sources of supply, strategic plans, advertising and marketing plans, customer lists, sales, profits, pricing methods, personnel and business relationships (the “Confidential Information”). Unless expressly specified in the Agreement, all right, title and interest in and to the Confidential Information will remain the exclusive property of the Company and the Confidential Information will be held in trust and confidence by the Client for the Company. Any Confidential Information supplied by the Company to the Client are supplied on the express understanding that copyright is reserved to the Company and that the Client will not without the written consent of the Company either give away, loan, exhibit, sell or use them in any way except in connection with the Agreement.

6.2 No interest, license or any right respecting any Confidential Information and other information supplied by the Company, other than expressly set out in the Agreement, is granted to the Client under the Agreement by implication or otherwise.

7. Restrictions

7.1 Client or Client Apprentice(s) are specifically restricted from all of the following:

Selling, sublicensing, and/or otherwise commercializing any Training Material or Program
Copying and/or publishing, and/or sharing Training Material outside of your organization unless expressly permitted (excluding public templates);
Using Training Material for in-house training programs or onboarding without a Company license;
Using Training Material in any way that is or may be damaging to the Company;
Using Training Material in any way that impacts user access to these Training Material or to the Website;
Using this Website or Training Material contrary to applicable laws and regulations, or in any way may cause harm to any person or business entity;
Engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to Training Material and/or the Website; and
Using this Training Material to engage in any advertising or marketing.

7.2 Certain areas of this Website and certain Training Material are restricted from access by you to protect Client or Client Apprentice(s) privacy, and Company may further restrict access to any areas of the Website or Training Material, at any time, in absolute discretion.

7.3 Any user ID and password you may have for the Website and Training Material are confidential, and you must keep them confidential.

8. Client content

8.1 For the purposes of this section, “Client Content” includes any audio, video, text, images or other materials Client or Client Apprentice(s) choose to share with trainers or classmates during training. Information shared in sessions or classes about projects, Clients, or challenges will remain confidential and will not be shared outside of the classroom environment.

8.2 All classroom sessions will be recorded and will be distributed internally for program improvement and to aid Apprentices who are absent for a session in catching up on concepts only.

8.3 Client or Client Apprentice(s) agree that Client Content is Client’s own and does not infringe on third-party’s rights. Company reserves the right to remove any of your approved Content from the Training Material at any time without notice.

9. No warranties

9.1 The Website and Training Material are provided “as is,” with all faults and Company expresses no representations or warranties of any kind related to Training Material or content contained on this Website or within Training Material. Also, in as much as Company will attempt to provide guidance and support for process and project challenges, nothing contained within Training Material shall be interpreted as advice.

10. Limitation of liability

10.1 In no event shall Company, nor any of its officers, directors, and employees be held liable for anything arising out of or in any way connected with your use of Training Material whether such liability is under Agreement. Company, including its officers, directors, and employees shall not be held liable for any indirect, consequential or special liability arising out of or in any way related to your use of Training Material.

10.2 Save where the Company is shown to have failed to exercise reasonable care in the performance of its services and sure failure results in loss or personal injury, the Company shall not be liable in respect of claims arising by reason of loss or personal injury. Further, under no circumstances whatsoever shall the Company be liable for consequential loss (including removal or rectification work required in connection with the installation of repair or substitute services) loss of profits or other indirect losses or for damage to property.

11. Disputes

11.1 If a dispute arises between the parties in relation to the Company, the parties agree that the following dispute resolution process must be used:

(a) a meeting must be held promptly between the parties, attended by individuals with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute; if, within fourteen (14) days after such meeting, or such further period agreed to by the parties in writing, the parties have not succeeded in negotiating a resolution of the dispute, the parties agree to submit the dispute to mediation;

(b) the parties must jointly appoint a mutually acceptable mediator. If the parties are unable to agree upon the appointment of a mediator within seven (7) days after the end of the negotiation period referred to in paragraph (b), the parties must apply to the Mediate BC Society (formerly known as British Columbia Mediator Roster Society), or such other organization or person agreed to by the parties in writing, which will, within seven (7) days of the application, appoint a mediator taking into account:

(i) the need for the mediator to be neutral and independent;
(ii) the qualifications of the mediator;
(iii) the mediator’s fees;
(iv) the mediator’s availability, and
(v) any other consideration likely to result in the selection of an impartial, competent and effective mediator;

(c) the parties agree to participate in good faith in a mediation session which must occur within thirty (30) days after the appointment of the mediator, or such further period agreed to by the parties in writing;

(d) the parties agree that the mediation will be conducted in accordance with the Mediate BC Society;

(e) if the parties are unable to resolve all issues in dispute in the mediation, the parties agree that the remaining issues in dispute must be determined by arbitration under the Arbitration Act, [SBC 2020] The parties agree that the decision of the arbitrator will be final and binding and will not be subject to appeal on a question of fact, law or mixed fact and law; and

(f) the parties agree to share equally the costs of the mediation and arbitration, which costs will not include costs incurred by a party for representation by counsel.

12. Indemnification

12.1 You hereby indemnify to the fullest extent Company from and against any and/or all liabilities, costs, demands, causes of action, damages and expenses arising in any way related to your breach of any of the provisions of this Agreement. In addition, you acknowledge that your participation in any aspect of this course is voluntary. You accept full responsibility for your participation in this course, and by virtue of your participation, you waive any claims that you may now or hereafter have against The Company, its employees, contractors, guest lecturers, or its representatives in connection with program activities.

13. Severability

13.1 If any provision of this Agreement is found to be invalid under any applicable law, such provisions shall be deleted without affecting the remaining provisions herein.

14. Force majeure

14.1 The Company shall not be under any liability for any delay, loss or damage caused wholly or in part by any act of God, governmental restriction condition or control, any laws, rules or regulations.

15. Defects apparent to client

15.1 The Client shall have no claim for insufficient service, shortages or defective service by the Company unless:

(a) the Client inspects the work completed by the Company and notifies the Company by telephone, email or fax;

(b) a written complaint is made to the Company before fixing or otherwise replacing any aspects of the work finished by the Company;

15.2 If a complaint is not made to the Company as herein provided then the services completed by the Company shall be deemed to have been completed in accordance with the Agreement and the Client shall be bound to pay for the same accordingly.

16. Termination

16.1 Except as expressly provided herein, all payments under this Agreement will be irrevocable, non-refundable, and creditable. Cancellation of this Agreement shall only be granted at the discretion of the Company under specific circumstances, in which case, all costs and expenses incurred by the Company up to the time of cancellation and all loss of profits and other loss or damage resulting to the Company by reason of such cancellation will be paid forthwith by the Client to the Company.

17. Variation of terms

17.1 The parties may amend this Agreement at any time by mutual agreement in writing.

18. Assignment

18.1 Neither party may assign its interest in this Agreement without the consent of the other party.

19. Governing law & jurisdiction

19.1 This Agreement will be governed by and interpreted in accordance with the laws of the Province of British Columbia, and you submit to the non-exclusive jurisdiction of the state and federal courts located in Canada for the resolution of any disputes.

20. Legal

20.1 If any provision of the Agreement is held to be invalid or unenforceable in whole in part, such invalidity or unenforceability will attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof will continue in full force and effect.

20.2 This Agreement shall enure to the benefit of and bind the executors, administrators, successors, and assignees of the parties.

20.3 This Agreement constitutes the entire Agreement between the parties and shall not be changed or discharged except in writing.

20.4 The parties shall execute and deliver documents and do all acts reasonably necessary to carry out the intent of this Agreement.

20.5 Time is of the essence of this Agreement. Each term of this Agreement shall remain in the essence even if the time specified was adjusted by the parties.

20.6 If the Client comprises two or more persons, each of them and not one for the others shall be jointly and individually required with the others to perform the obligations of the Client under this Agreement.

20.7 Any notice in writing required or permitted to be given to the parties hereunder shall be sufficiently given if delivered by email, fax, hand or mailed by registered mail, postage prepaid, and sent to the address of either party as set out in this Agreement. Any such notice mailed as aforesaid shall be deemed to have been received by either party on the third business day following the date of mailing.

20.8 This Agreement may be executed in counterparts and by facsimile transmission, and such counterparts and facsimile transmissions together shall form one and the same instrument.

21. Code of conduct

21.1 Client agrees to the Company Code of Conduct. Please see: https://louderthanten.com/code-of-conduct

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Effective Date.

Louder Than Ten Industries Inc.
Per: Rachel Gertz, Partner Louder Than Ten Industries Inc.