CONDITIONS OF A BUSINESS ENGAGEMENT WITH MPOWER.

This document outlines the terms of doing business with MPOWER UK LTD (referred to as MPOWER). ‘The Client’ refers to any company that engages MPOWER to deliver a programme of training.

PROFESSIONAL FEES AND EXPENSES

The Parties will agree the financial terms and conditions for each training course before entering into
a formal agreement:

1. The Client will make the agreed payment for professional fees (net of any withholding taxes and net of any VAT) in two tranches, 50% when confirming the course and 50% on the final day of the course.

2. For all online and classroom training courses, the minimum number of delegates is 4, and the maximum number of delegates should be no more than 20 to maintain quality.

3. There are no additional professional fees for the preparation of course materials.

4. For online training courses there will be no expenses.

5. For classroom training courses, The Client will pay the following expenses:

(a) The Client will pay MPOWER the actual costs of airfare expenses for economy class airfare travel for a return trip from London for any journey of seven hours or less and business class airfare for any journey of over seven hours. It is agreed that MPOWER will book the air travel only when the training event has been confirmed by The Client which will be at least four weeks prior to the start date of the course.

(b) The Client will reimburse MPOWER the actual costs of return taxi-fares to and from the airports and MPOWER offices and to and from the airport in the location city and all necessary local journeys between hotels and the course venue.

(c) In the event that MPOWER needs a visa for the training location country, then The Client will send the appropriate “letter of invitation” to MPOWER and MPOWER will be responsible for obtaining the necessary Visa, with all costs to be reimbursed by The Client based upon actual costs with receipts of payment.

(d) The Client will pay direct to the hotel the actual costs of hotel accommodation on a full board basis for MPOWER in the training location, with check-in two days prior to the start date of the training course, and check-out on the day after the end date of the training course.

(e) The Client will pay for all marketing costs and all costs of conducting the event (including printing of course materials, venue hire, etc), and The Client will provide final location and event details to MPOWER at least four weeks before the start date of the training course.

CANCELLATION OR RESCHEDULING

1. If required, and due to any pandemic restrictions or unanticipated circumstances only, The Client reserves the right to change the content, date(s), location or venue of the training, to postpone or cancel it entirely as appropriate, provided that any such changes will be notified in writing by email to MPOWER no later than four weeks prior to the scheduled start date of the training course for a classroom-course or two weeks prior to the scheduled start date of the training course for an online course

2. MPOWER will not cancel their participation other than for pandemic restrictions or medical sickness, in which case MPOWER will notify The Client of cancellation/postponement as soon as possible by email with sufficient proof of medical sickness. In such an event of cancellation due to pandemic restrictions or medical sickness at short-notice, it is obviously not possible for MPOWER to provide a substitute-trainer.

3. In the event that MPOWER does have to cancel/postpone at short-notice due to pandemic restrictions, or medical sickness, or for reasons of “Force Majeure”, then The Client agrees to hold MPOWER harmless and will not seek any cancellation fees or compensation fees, provided that any such cancellation or postponement is due to pandemic restrictions or medical sickness at short-notice where MPOWERr provides sufficient proof of medical sickness, or provided that cancellation/postponement is due a valid “Force Majeure” event.

4. If the training is postponed or rescheduled or cancelled by The Client more than four weeks for a classroom-course or more than two weeks for an online course prior to the relevant course commencing, then The Client will pay MPOWER 0% of the total professional fees and 0% of any incurred non-refundable expenses, which for the avoidance of doubt means “no cancellation fees”. Moreover, MPOWER agrees that The Client shall not be liable for any cost, damage or expense which may be incurred by MPOWER as a consequence of the training being changed, merged, postponed or cancelled and MPOWER agrees to hold The Client harmless and MPOWER will not seek any cancellation fees, provided that such changes are notified by email to MPOWER at least four weeks (classroom course) or two weeks (online course) prior to the relevant course commencing.

5. If a training course is postponed or rescheduled or cancelled by The Client less than four weeks for a classroom-course or less than two weeks for an online course of notice but more than one week of notice prior to the relevant course commencing, then MPOWER agrees that The Client shall only be liable to pay 50% of the professional fees and 100% of any incurred non-refundable expenses, and MPOWER agrees to hold The Client harmless and MPOWER will not seek any additional cancellation fees provided that such changes are notified by email to MPOWER no later than one week (seven days) prior to the relevant start date of the relevant training course.

6. If a training course is cancelled by either Party with less than one week of notice prior to the start date of the relevant training course, for any reason and at any time other than due to pandemic restrictions or proven medical sickness or for reasons of “Force Majeure” (such as war, riots, fire, flood, hurricane, typhoon, earthquake, lightning, explosion, strikes, lockouts, slowdowns, prolonged shortage of energy supplies, and acts of state or governmental action, etc) then the Party that cancels agrees to pay the other Party a penalty cancellation fee of 130% of the agreed fee.

7. The failure of either Party to insist on their right for compliance with the performance to any of the terms, conditions and covenants indicated in this shall not be deemed as a waiver of the Party.

8. Both Parties acknowledge that while every reasonable effort is made to adhere to the advertised training program, circumstances can arise which may cause changes in the program, including but not limited to changes in the content, date(s), location or venue, or special features of the planned training course. Such circumstances include but are not limited to acts of terrorism, war, extreme weather conditions, compliance with government requests, orders and legal requirements, failure of third-party suppliers to timely deliver, and failure to register the minimum target number of trainees for a given training program.