V-Tech CNC Training

Terms and conditions of use

Welcome to V-Tech CNC Training (“Company”). By accessing or using our online training videos and materials on CNC equipment, you agree to comply with and be bound by these Terms and Conditions (“Terms”). If you do not agree with these Terms, please do not proceed in applying and paying for our training videos and related materials. V-Tech CNC Training reserves the right to review and update these terms & conditions periodically at its sole discretion.

1. Interpretation

1.1. The headings of the clauses in this Agreement are for purposes of convenience and reference only and shall not be used in the interpretation, nor modify or amplify the terms of this Agreement nor any clause hereof.

Unless a contrary intention appears.

1.2. Words importing-

1.2.1. any one gender includes the other gender;

1.2.2. the singular includes the plural and vice versa; and

1.2.3. a natural person includes juristic persons (corporate or unincorporated) and vice versa.

1.3. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re- enactment and includes any subordinate legislation for the time being in force made under it.

1.4. References to clauses, and annexures are to the clauses and annexures of this Agreement; references to paragraphs are to paragraphs of this Agreement.

1.5. If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of the Agreement.

1.6. When any number of days is prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day is not a business day, in which case the last day shall be the next succeeding business day.

1.7. The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provided that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.

2. Definitions

The definitions and rules of interpretation in this clause apply in this Agreement.

2.1. "AFSA" shall mean the Arbitration Foundation of Southern Africa;

2.2. "Agreement" shall mean this agreement and any schedules and annexures thereto;

2.3. "Confidential Information" shall mean information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information by a Party, or information which the receiving Party knows or reasonably should have known is of a proprietary or confidential nature;

2.4. “computer” shall mean an electronic, magnetic, optical, electrochemical or other data processing device, including the physical components thereof which is capable of—

2.4.1. containing data; or

2.4.2. performing a logical, arithmetic or any other function in relation to data including, without limitation, a desktop computer, laptop, notebook, mobile telephone, tablet or like device configured for use by a single user at a time.

2.5. “data” shall mean any representation of information, knowledge, facts or concepts, capable of being processed in a computer;

2.6. "Intellectual Property Rights" include all rights related to intellectual property, such as trademarks, service marks, trade names, domain names, logos, get- ups, patents, provisional patents, inventions (whether patentable or not), know-how (including confidential industrial and commercial information), utility models, registered and unregistered design rights, copyrights, semiconductor topography rights, database rights, rights to any new or existing data compilations not covered by copyright, structured analysis, reports, resulting know-how or uses, and any similar proprietary rights worldwide, including those obtained or enhanced by registration, as well as any confidential information or processes related to these rights.;

2.7. “Training Materials” shall mean related documentation, whether printed or available online, provided by V-Tech CNC Training in relation to the Training Videos and includes, without limitation, printed instruction manuals, e-books and online course material on a learner management system

2.8. “Training Videos” shall mean the training videos made available by V-Tech CNC Training from time to time and as more fully described at the V-Tech CNC Training website located at https://edgecamtutor.teachable.com/p/home;

3. Training Courses

3.1. Our Training Videos and Training Material consists of:

3.1.1. Videos,

3.1.2. Tutorials,

3.1.3. Electronic computer aided design and manufacturing files; and

3.1.4. Written content.

We reserve the right to update and change the content of any Training Course at any time and without notice.

4. Application Procedure

4.1. An application is made by filling in the online form available on the V-Tech CNC Training website at https://edgecamtutor.teachable.com/p/home. The customer must ensure that his/her correct and complete contact details are supplied on the application form. By completing an online application form, the customer indicates that he/she has read, understood and accepted these terms and conditions.

4.2. You agree that the information supplied on the application form is true and correct and that if any information that you have given to us proves to be incorrect, which has resulted in our not charging you the correct fee for the courses that you are buying, we reserve the right to adjust the fee (upwards or downwards) so that it is the correct fee for your circumstances

4.3. Following receipt of your application, payment of the course fee is required prior to any Training Videos or Material being made available to you. The quotation or invoice document will contain our banking details and the relevant invoice or quotation number that must accompany your proof of payment to reach us per email at [email protected].

4.4. Provided that we receive proof of payment in full of the course fee, we will accept your application by registering you on our system and sending you written confirmation per email that your registration for a Training Course has been successfully processed, the link to access the Training Videos and Training Materials online.

5. Payment Terms

The Training Course fee is to be paid prior to the Training Videos and Training Material being made available to the customer. We accept payment by way of cash deposit or electronic funds transfer into our designated bank account. Receipts for payment are provided in electronic format.

6. Purchase and Licensing of Training Courses & Materials

The prices applicable to Training Courses and Training Materials are set out at our website at https://edgecamtutor.teachable.com/p/home and includes a non-exclusive, non-transferable licence to use the Training Videos and Materials on the following terms:

6.1. Each video has 3 (Three) views. This means you have 3 (Three) opportunities to watch each video. If you start watching a part and log out before you are finished, that will count as one view. You then only have two views left to finish that part of the session.

6.2. Your username and password expire 6 (Six) months after you log in for the first time. From the first time that you log in with your username and password, you will have 6 (Six) months to watch all the sessions. For this reason, we recommend that you please be careful when initiating a view of the videos, to ensure that you do not miss any information. V-Tech CNC Training will not be held liable for any accidental view counts, and no additional views will be credited to your account profile.

6.3. Please take note that all rights on course material and recordings are reserved under the Berne Convention. According to the Copyright Act, No. 98 of 1978 no part of the course material or recordings may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without the prior permission in writing from V-Tech CNC Training.

6.4. You are granted a limited, non-exclusive, non-transferable license to access and use the Training Materials for the duration of your subscription. This license does not grant you any ownership rights in the Training Materials.

7. Your Obligations

Save as specifically mentioned in this Agreement, you undertake and/or procure that your employees, designees or any other person attending to view the Training Videos on your behalf or on your account so undertake:

7.1. not to copy the Training Materials or Training Videos;

7.2. not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Training Materials or Training Videos;

7.3. not to alter, or modify, the whole or any part of the Training Materials or Training Videos, nor permit the Training Materials or any part thereof to be combined with, or become incorporated into, any other materials;

7.4. to control the use of the Training Materials and Training Videos and ensure that they are used in accordance with the terms of this Licence;

7.5. not to provide or otherwise make available the Training Materials or Training Videos, in whole or in part, in any form to any person without prior written consent from the V-Tech CNC Training.

8. Course Repetitions

8.1. You are entitled to repeat the Training Course against payment of a Training Course Fee calculated as 50% (Fifty Per Centum) of the original Training Course Fee.

8.2. Upon receipt of payment of the reduced Training Course Fee, we will make a further three views available on all Training Videos on your account.

9. Confidentiality

9.1. Each Party may be given access to Confidential Information of the other Party in order to perform its obligations under this Agreement. A Party's Confidential Information shall not be deemed to include information that:

9.1.1. is or becomes publicly known other than through any act or omission of the receiving Party;

9.1.2. was in the other Party's lawful possession before the disclosure;

9.1.3. is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;

9.1.4. is independently developed by the receiving Party, which independent development can be proved by written evidence; or

9.1.5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

9.2. Each Party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than the implementation of this Agreement.

9.3. Each Party shall take all reasonable steps to ensure that the other Party's Confidential Information to which it has access, is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

10. Data Privacy & Protection

10.1. Each Party's data shall be and remain the property of that Party and its affiliates. Neither Party shall divulge the data of the other Party to third parties without first obtaining prior written consent from the other Party, and a Party shall use the data of the other Party only for purposes of this Agreement.

10.2. Neither Party shall possess or assert any lien or other right against or to the other Party's data, or sell, assign, lease or otherwise dispose of the other Party's data, or any part thereof, to third parties.

11. Intellectual Property Rights

You agree that V-Tech CNC Training owns all intellectual property rights in the Training Materials and Training Videos throughout the world, that certain rights in the Training Materials and Training Videos are licensed (not sold) to you, and that you have no rights in, or to, the Training Materials or Training Videos other than the right to use them in accordance with the terms of this Agreement.

12. Certificate of Attendance

12.1. We pride ourselves in the quality of our Training Materials and Training Videos and strive to maintain quality levels at least commensurate with, if not better than, prevailing industry standards.

12.2. Accordingly, we will issue a certificate of completion but are no way affiliated or associated with Hexagon, Edgecam or any of their subsidiaries.

12.3. Certificates are not registered with any learning institute or governing body.

13. Privacy Policy

13.1. Nothing in this Licence shall exclude or in any way limit V-Tech CNC Training's liability for fraud, or for death or personal injury caused by its gross negligence, or any other liability to the extent that may not be legally excluded or limited in law.

13.2. We will not be liable under, or in connection with this Agreement or any collateral agreement for loss of income; loss of business profits or contracts; business interruption; loss of the use of money or anticipated savings; loss of information; loss of opportunity, goodwill or reputation; loss of, damage to or corruption of data; or any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise (collectively referred to for the sake of convenience as “Losses”) except for Losses caused by our gross negligence or wilful conduct.

13.3. You agree to indemnify and hold us harmless against all cost or Losses suffered or incurred by you due to claims, demands, suits, proceedings, actions, losses, judgments, damages, costs (including all reasonable legal fees), expenses, fines or penalties or actions against you arising out of or relating to a third party's actual or alleged harm, loss or damage caused to your or a delegate’s person or property due to any cause other than our gross negligence or wilful conduct.

13.4. Subject to what is provided above, our maximum aggregate liability under or in connection with this Licence, or any collateral contract, whether in contract, delict or otherwise, shall be limited to a sum equal to R10 000.00.

13.5. Our liability for infringement of third-party intellectual property rights shall be limited to breaches of rights subsisting in South Africa.

13.6. These terms set out the full extent of our obligations and liabilities in respect of the supply of the Training Materials and Training Videos. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us save as specifically stated in this Agreement.

14. Termination

We may terminate the license granted you in terms of this Agreement upon written notice to you in the following circumstances:

14.1. you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 5 calendar days after the service of written notice requiring you to do so; or

14.2. Upon termination:

14.2.1. all rights granted to you under this Licence shall cease;

14.2.2. you must cease all activities authorised by this Licence;

14.2.3. you must immediately pay to us any sums due under this Licence; and

14.2.4. you must immediately delete or remove the Training Materials and Training Videos from all computer equipment in your possession.

15. Transfer of Rights and Obligations

15.1. The license granted to you in terms of this Agreement is binding on you and us, and on our respective successors and assigns.

15.2. You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior written approval having been obtained.

15.3. However, we may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of our rights or obligations arising under it, at any time during the term of the Licence.

16. Dispute Resolution

16.1. In the event of there being any dispute or difference between the parties arising out of this Agreement, the said dispute or difference shall on written demand by either Party be submitted to arbitration in Johannesburg in accordance with the AFSA rules, which arbitration shall be administered by AFSA.

16.2. Should AFSA, as an institution, not be operating at that time or not be accepting requests for arbitration for any reason, then the arbitration shall be conducted in accordance with the AFSA rules for commercial arbitration (as last applied by AFSA) before an arbitrator appointed by agreement between the Parties to the dispute or failing agreement within 5 business days of the demand for arbitration, then any Party to the dispute shall be entitled to forthwith call upon the chairperson of the Johannesburg Bar Council to nominate the arbitrator, provided that the person so nominated shall be an advocate of not less than 10 (Ten) years standing as such. The person so nominated shall be the duly appointed arbitrator in respect of the dispute. In the event of the attorneys of the Parties to the dispute failing to agree on any matter relating to the administration of the arbitration, such matter shall be referred to and decided by the arbitrator whose decision shall be final and binding on the parties to the dispute.

16.3. Any Party to the arbitration may appeal the decision of the arbitrator or arbitrators in terms of the AFSA rules for commercial arbitration.

16.4. Nothing herein contained shall be deemed to prevent or prohibit a Party to the arbitration from applying to the appropriate court for urgent relief.

16.5. Any arbitration in terms of this clause (including any appeal proceedings) shall be conducted in person and the Parties shall treat as confidential all details of the dispute submitted to arbitration, the conduct of the arbitration proceedings and the outcome of the arbitration.

16.6. This clause will continue to be binding on the Parties notwithstanding any termination or cancellation of this Agreement.

16.7. The Parties agree that the written demand by a Party to the dispute in terms of clause that the dispute or difference be submitted to arbitration, is to be deemed as a legal process for the purpose of interrupting extinctive prescription in terms of the Prescription Act, 1969.

17. Events Beyond Our Reasonable Control

17.1. We will not be liable to you under this Agreement if we are prevented from or delayed in performing any of our obligations under this Agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, an act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood, or storm.

17.2. For so long as the force majeure event persists, our obligations will be suspended and we will have an extension of time for performance for the duration of that period. However, we will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations may be performed despite the Force Majeure Event.

18. Waiver

18.1. If, at any time during the terms of this Agreement, we do not insist upon strict performance of any of your obligations, or if we fail to exercise any of the rights or remedies to which we are entitled, such failure must not be regarded as a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

18.2. A waiver by us of any default must not be regarded as a waiver of any subsequent default.

18.3. A waiver by us of any of these terms and conditions shall only be effective if we communicate it to you expressly in writing.

19. General

19.1. Any notice required or permitted to be given by either party to the other under these terms shall be in writing.

19.2. If any provision of these terms is held by any competent authority to be invalid or unenforceable, in whole or in part, the validity of the remaining provisions of these terms and the remainder of the provision in question shall not be affected thereby.

20. Entire Agreement

20.1. These terms and any document expressly referred to herein represent the entire agreement between us in relation to the purchase of Training Materials and Training Videos and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

20.2. We each acknowledge that, in entering into these terms, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to entering into these terms, except as expressly stated in these terms and conditions.

20.3. Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of entering into these terms (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.

21. Governing Law & Jurisdiction

21.1. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of South Africa.

21.2. Without detracting from the provisions of this Agreement, the parties irrevocably agree that the High Court of South Africa has jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

22. Disclosure by V-Tech CNC Training

22.1. V-Tech CNC Training is not in any way, shape or form affiliated with Hexagon Group or Edgecam.

22.2. V-Tech CNC Training will not be held liable for any misunderstanding in this regard.

22.2. All Training Videos and Training Material were developed independently by V-Tech CNC Training, as a direct result of its vast knowledge and experience with CNC machinery and equipment.

22.3. V-Tech CNC Training own all intellectual property rights to all material contained on our website and all Training Videos and Training Materials made available to you.

23. Contact Information

If you have any questions about these Terms, please contact us at:

23.1. 082 603 4030

23.2. [email protected]