Jellyfish Training Terms and Conditions

In these terms and conditions, capitalized terms shall, unless the context requires otherwise, have the following meanings:

"Agreement" means these terms and conditions which incorporate all and any Statement of Work(s) for the Training Services required by the Client.

"Claim" means any claim, action or demand (or litigation or other dispute resolution process commenced) brought against the Client, its affiliates, officers, agents and employees, of whatsoever nature relating to the Services or the Training Materials, including without limitation a claim for defamation, intellectual property infringement or otherwise.

"Classroom Course" means face-to-face training where attendance is in a training classroom environment.

"Course" means the specific training course including details and plans to be delivered by Jellyfish.

"Days" shall mean any calendar day of a year.

"Delegate" means the attendee taking part in any Course delivered by Jellyfish.

"Deliverable" means Courses, Training Assets and/or Training Materials provided as stated in the Statement of Work.

"Effective Date" means the date on which this Agreement and/or the date any Statement of Work is signed by both Parties.

"Fees" means the Fees for the Services as defined in the Statement of Work and Rate Card.

"Jellyfish" refers to the Jellyfish entity defined within the Statement of Work on the first page of this Agreement and/or Statement of Work.

"Intellectual Property Rights" means all intellectual property rights throughout the world, including copyrights, patents, mask works, trademarks, service marks, trade secrets, inventions (whether or not patentable), know-how, authors’ rights, rights of attribution, and other proprietary rights and all applications and rights to apply for registration or protection of such rights and the legal rights, interests and protections afforded under applicable patent, copyright, trademark, trade secret and other intellectual property laws.

"Statement(s) of Work" or "SOW" means any one or more Statement of Work that describes the Training Services as agreed by the parties from time to time during this Agreement.

"Term" means the Initial Term and any Renewal Term (if applicable) as defined in the Statement of Work.

"Training Assets" means any bespoke or original manuals, reports, drawings, specifications, documents, computer programs, codes, data, plans or other products/content created specifically for the Client as part of the Services.

"Training Materials" means any manuals, reports, drawings, specifications, documents, computer programs, codes, data, plans or other products belonging to and provided by Jellyfish to the Client during the performance and provision of the Services;

"Training Services" means the training Courses provided by Jellyfish which includes digital marketing, use of Google Processor Services including analytics and optimisation technology and Google Cloud Services’ as may be particularized in a Statement of Work.

"Working Day" means any business working day from Monday to Friday which is not a public holiday.

This Agreement starts on the Effective Date and shall continue until the delivery of the Services as may be specified in an SOW. Each SOW entered into by the Parties shall incorporate the terms of this Agreement. Any amendments to this Agreement shall apply to all SOW between the Parties.

The Parties may enter into one or more Statements of Work related to the different Training Services as required by the Client under this Agreement from time to time.

3.1. In consideration of the Services to be supplied by Jellyfish, the Client shall pay the Fees in accordance with the Statement of Work.

3.2. Jellyfish shall invoice the Client for the Fees as defined in the Statement of Work.

3.3. The Client will notify Jellyfish in writing within fourteen (14) calendar days of the date of an invoice if it considers the invoice to be incorrect or that any part of it is not due together with the reasons therefore. The parties shall investigate and if the parties conclude that an invoice is incorrect or any part is not due, the Client will pay the agreed corrected or replacement invoice issued by Jellyfish in accordance with the payment terms set out in this Agreement. An invoice shall not be due for payment if bona fide disputed pursuant to this Clause. For the avoidance of doubt, this Clause shall not act as a waiver of the Client’s rights if it is later discovered that the invoice was incorrect or the sums were not otherwise due or a waiver of any Claims arising from any breach by Jellyfish of the terms of this Agreement.

3.4. Upon the anniversary of the Effective date of an SOW and/or Order Form the Fees shall be subject to Retail Price Index (“RPI”) increases.

Payment is due within 28 days from the date of an invoice. Payments must have cleared either 28 days after receipt of an invoice or 7 days prior to Client’s first Course start date; whichever occurs first. Failure to receive payment in adherence to the payment terms allows Jellyfish to reserve the right to refuse access to a Course or the option to not provide any Training Services.

5.1. Jellyfish shall throughout the Term:

• 5.1.1. Perform its obligations as described in the Statement of Work and elsewhere in this Agreement and otherwise render and perform the Services in accordance with Best Industry Practice and in accordance with all requests, policies, instructions and directions of the Client (including any policies or terms relating to specific projects as notified by the Client to Jellyfish from time to time);
• 5.1.2. Allocate suitable personnel with appropriate levels of skill and knowledge to provide the Services. If at any time the Client considers it inappropriate for any individual to provide any part of the Services, the Client shall be entitled to request the suspension of such individual and the Parties shall work together to resolve the issue;
• 5.1.3. Ensure that the Services are carried out or performed at sites designated by the Client as from time to time advised to Jellyfish; and
• 5.1.4. Promptly give to Client (in writing if so requested) all such information and reports as Client may reasonably require in connection with the Services.

5.2. Client shall throughout the Term:

• 5.2.1. Represent and warrant that it has all necessary rights and authority: (i) to enter into this Agreement and each SOW; (ii) to perform its obligations under this Agreement and each SOW; and (iii) to act on behalf of each of its Customers, if applicable;
• 5.2.2. Not assign any of its rights or obligations under the Agreement (without the prior written consent of Jellyfish);
• 5.2.3. Not knowingly (i) engage in illegal or deceptive trade practices, (ii) violate any applicable anti-bribery or anti-corruption laws, (iii) make any unauthorised, false, misleading, or illegal statements in connection with this Agreement or regarding the Service, or (iv) engage in any other behaviour prohibited by this Agreement or by applicable law or regulation;
• 5.2.4. Provide its reasonable cooperation to assist Jellyfish to perform its obligations as set out in this Agreement provided that such cooperation shall not oblige Client to incur significant cost or resource allocation other than as expressly set out in this Agreement.

6.1. Each Party warrants to the other that it has and shall retain throughout the term of this Agreement all right, title and authority to enter into and perform its obligations under this Agreement.

6.2. Jellyfish further warrants, represents and undertakes to the Client that:

• 6.2.1. The Training Materials and any other material provided by Jellyfish to the Client pursuant to this Agreement and under this Agreement shall not contain any illegal, defamatory or libelous content or any content that may be in breach of any third party’s Intellectual Property Rights or other third party rights; and
• 6.2.2. Prior to sending any Training Materials to the Client, Jellyfish shall ensure that it has used the then most appropriate commercially available software to ensure that such Training Materials do not contain any viruses, Trojan horses, worms or similar items.

6.3. Jellyfish shall on demand defend, hold harmless and indemnify the Client, its affiliates, officers, agents and employees in respect of any loss, damage or cost (including legal costs) arising as a result of a breach by Jellyfish of this Clause 6 including without limitation all damages awarded against the Client as a result of any Claim and any amount paid by the Client to settle a Claim and any costs and expenses incurred by the Client in the Course of defending a Claim.

7.1. In the event that Client wishes to change the date for a scheduled Course, Client shall notify Jellyfish within no less than 30 days of the scheduled date, by email to training@jellyfish.com. Upon receipt of Client’s request to reschedule, the parties shall enter into good faith negotiations to select a new date for the Course which shall not be later than 12 months from the originally agreed Course date.

7.2. Client acknowledges that once Course dates are agreed upon, Jellyfish allocates resources to fulfill its obligation and that any undue schedule changes shall result in losses to Jellyfish. Client, therefore, agrees Jellyfish shall be entitled to charge the Client the percentage Fees (stated in the table below) for failure to comply with this clause 7:

7.3. Clause 7.3 notwithstanding, if Client fails to agree to a new date for a Course within 12 months of the originally scheduled date, Jellyfish shall be entitled to 100% fees of the agreed Course Fees.

7.4. If applicable, where Client requests that a Course be rescheduled after Jellyfish has made third-party arrangements including travel bookings and arrangements, the Client will be liable for any such third-party costs if Jellyfish is unable to obtain a refund.

7.5. Course Rescheduling by Jellyfish

• 7.5.1. Jellyfish reserves the right to reschedule a Course by giving at least two (2) working days prior notice to Client due to the unavailability of a trainer due to illness or other unforeseeable circumstances.

8.1. All rights in the Training Materials including all intellectual property rights attached thereto and including reports, and other documents relevant to or arising out of the Services, are protected by copyright and shall remain the property of Jellyfish, including intellectual property rights attached to the Jellyfish’s use of any proprietary technology, methodology, and pre-existing documentation. Subject to clause 8.2, Client shall not reproduce, duplicate, copy or re-sell any part of Training Materials or record any part of a Course in whole or in part, without the express permission of Jellyfish.

8.2. Clause 8.1 notwithstanding, where Deliverables set out in the SOW include Training Materials, Jellyfish grants a non-exclusive, perpetual, paid-up, irrevocable license to the Training Materials for the sole non-commercial use of the Client and its Affiliates.

8.3. Where the Deliverables constitute the creation of Training Assets, all rights in the Training Assets, including all intellectual property rights attached thereto, shall vest in Client on their creation.

8.4. The provisions of this Clause shall survive the expiration or any earlier termination of this Agreement.

9.1 Except as otherwise expressely agreed by the Parties prior to the training session, recording of any Jellyfish training session is not permitted.

9.2. Where recording a training session(s) is an expressly agreed Deliverable(s), the terms shall be set out in the SOW and any such recordings will form part of the Training Materials. For the avoidance of doubt, Clause 8.1 shall apply to recordings.

9.3. Client shall obtain in advance of any recordings, appropriate recording release authorization(s) from its employees and/or any other Client-directed attendee. The Parties shall accordingly comply with applicable data protection laws and/or applicable privacy laws.

Jellyfish reserves the right to amend, substitute, modify and improve the content and format of any Course (in whole or part) in light of Jellyfish’s industry experience or ongoing improvements in its Training Service(s) to Client.

11.1. Each party’s liability shall be to the maximum extent permissible under applicable law, except in case of willful misconduct, gross negligence, or breach of confidentiality, and Client’s payment obligations under this Agreement shall not exceed the total amount of Fees paid or payable to Jellyfish.

11.2. Jellyfish shall be excluded, to the extent permitted by law, from any express or implied warranties and conditions. Nothing in the foregoing shall limit Jellyfish’s liability for death or personal injury or as otherwise required by law.

Client agrees to indemnify (and to hold Jellyfish, its Affiliates and any of Jellyfish’s officers, employees and agents) from and against all and any expenses, losses, liabilities, damages, costs or expenses incurred or suffered, and any Claims or legal proceedings which are brought or threatened, in each case arising from Client use of the Services and/or Client breach of the Agreement.

All complaints and Claims relating to Services provided by Jellyfish must be received in writing at training@jellyfish.com within 14 days of the Course start date. If the Claim is requesting a replacement Course, the replacement Course is subject to Course availability and must occur within 90 days of the original Course date.

Jellyfish will use any personal data collected during Client studies or other Client contact with Jellyfish in accordance with current data protection legislation and Jellyfish’s Privacy Statement from time to time. Clients may view Jellyfish’s Privacy Statement on the Website.

If Client has any inquiries concerning any part of these terms and conditions please contact Jellyfish by email at training@jellyfish.com with a carbon copy to legal@jellyfish.com, or by post to Jellyfish at the postal address set out on the first page of the SOW.

This Agreement shall be subject to the laws of South Africa. Nothing in these terms and conditions will reduce Client rights under current South African law (including statutory rights) relating to the supply of unsatisfactory Services.