BAILEY BALFOUR

TRAINING PROGRAMME TERMS AND CONDITIONS

These terms and conditions (these “T&C“) apply to any training programme provided from time to time by Bailey Balfour Asia Pacific Pte. Ltd., a company registered in the Republic of Singapore with unique entity number 201512731D and registered address at 16 Raffles Quay, #16-02, Hong Leong Building, Singapore 048581 (“Bailey Balfour“, “we” or “us” (and “our” shall be construed accordingly)), to any participant of such training programme (“Participant” or “you” (and “your” shall be construed accordingly)). Such training programmes shall include, but are not limited to, Bailey Balfour’s:

(i)      six-month Associate Certified Coach Path Level 1 programmes (each a “Level 1 Programme“);

(ii)     six-month Professional Certified Coach Path Level 2 programmes (each a “Level 2 Programme“); and

(iii)    twelve-month Professional Certified Coach Path combined Levels 1 and 2 programmes (each a “Combined Programme“),

together the “Programmes” and each a “Programme“.

By confirming your acceptance to these T&C, you agree to be bound by the terms and conditions set out in these T&C below.

1. Interpretation

In these T&C, unless otherwise expressly stated:

(a)     all references to clauses, paragraphs or schedules are to the ones in these T&C;

(b)     the headings are for convenience only and do not affect the interpretation of these T&C;

(c)     any word denoting any gender includes any other gender;

(d)     all words in the singular include the plural and vice versa;

(e)     any reference to a person includes any individual, company, corporation, firm, partnership, trust, joint venture, association, government entity and any other entity (whether or not having a separate legal personality);

(f)      any reference to a party includes its successors, permitted assignees and permitted transferees;

(g)     any reference to a document or statutory provision includes any amendment, supplement, novation or replacement of that document or provision;

(h)     all references to SGD are to the lawful currency of the Republic of Singapore; and

(i)      the terms “include”, “including”, “in particular” and words to that effect do not exclude anything that is not listed following such words.

2.  The Programmes

2.1.         Bailey Balfour shall provide each Programme to the Participants of that Programme subject to these T&C and in accordance with:

(a)     the Programme description set out on Bailey Balfour’s website from time to time; and

(b)     Bailey Balfour’s student handbook made available through its online resources learning management system (our “Learning Management System“) or by email to you, as may be amended from time to time (the “Student Handbook“).

2.2.         An application to participate in a Programme may be made to Bailey Balfour either individually or through a corporate employer. All Programme registrations are secured on a first-come, first-served basis, and are subject to our express written acceptance and our receipt of full payment of the relevant Programme Fees in accordance with Clause 7.

2.3.         If you are applying to participate in a Level 2 Programme, your application will only be considered if you have previously completed a Level 1 Programme or a programme equivalent to a Level 1 Programme at another organisation that satisfies the International Coaching Federation (“ICF“)’s requirements (an “Equivalent Level 1 Programme“). If you have completed an Equivalent Level 1 Programme, we will apply your completed credit hours towards any Combined Programme undertaken with us following our satisfactory receipt of all relevant documentation, including the organisation, number of hours completed, completion certificate, contact information for the organisation or trainer and any other additional details or documentation requested. Participants may email [email protected] for more information.

2.4.         Bailey Balfour reserves the right at any time to:

(a)     cancel, postpone or reschedule any part of any Programme;

(b)     make amendments to any Programme, including the Programme content and assessment methods; and

(c)     refuse, suspend, or cancel any Programme registration,

in each case, as required in order to comply with any applicable law, regulation, rule or guideline of any relevant regulatory authority or order of a competent court or other relevant authority, or as we otherwise reasonably consider desirable or appropriate.

2.5.         In the case of any cancellation, postponement or rescheduling pursuant to Clause 2.4(a), we shall use reasonable endeavours to provide you with reasonable advance notice of the same. In the event that we are unable to reschedule any such cancelled or postponed part of a Programme within six months of the original date, we shall promptly refund all Fees (as defined below) paid to us in respect of such Programme.

3. Bailey Balfour Commitments

3.1.         As an ICF-accredited provider, Bailey Balfour adheres to and emphasises the ICF Code of Ethics. The ICF Code of Ethics describes the ICF core values, ethical principles, and standards of behaviour for all ICF professionals. Meeting these ethical standards of behaviour is the first of the ICF core coaching competencies. Participants are encouraged to refer to the ICF Code of Ethics made available on the ICF website at https://coachingfederation.org/ethics/code-of-ethics for more information.

3.2.         Bailey Balfour commits to acting with integrity and transparency. We hold ourselves and our Participants to the highest level of integrity and strive to be as transparent as possible by explicitly stating measures being taken to provide Programmes in an ethical manner. We do not believe in using manipulative or dishonest sales tactics and strive to provide a safe and ethical sales process. Further, we work to provide fair and equitable pricing for all Programmes to ensure access and quality of coaching education.

3.3.         Bailey Balfour supports individuals with disabilities and is committed to providing disabled individuals with access to reasonable accommodations in compliance with all applicable laws and regulations. In addition, Bailey Balfour prohibits discrimination on the basis of disability and ensures equal opportunity for all qualified individuals with disabilities. Our goal is to create a learning environment which meets the needs of each Participant and we are able to accommodate a variety of learning disabilities to make our Programmes more accessible. Individuals with questions about this disability policy, or who wish to request accommodation for any disability, should email [email protected] before enrolling to determine if the relevant needs can be met.

3.4.         As an ICF-accredited provider, Bailey Balfour subscribes to the ICF Statement of Diversity, Inclusion, Belonging and Justice made available on the ICF website at https://coachingfederation.org/about/diversity-and-inclusion. It is the policy of Bailey Balfour that:

(a)     recruitment and hiring of all personnel are conducted without discrimination against any individual with regard to race, age, religion, colour, creed, national origin, gender, sexual orientation, gender identity, marital status, disability, or veteran status;

(b)     all staff and personnel will not discriminate against any employee or Participant because of race, age, religion, colour, creed, national origin, gender, sexual orientation, gender identity, marital status, disability, or veteran status;

(c)     all individuals are welcome to participate in the Programmes regardless of race, age, religion, colour, creed, national origin, gender, sexual orientation, gender identity, marital status, disability, or veteran status; and

(d)     all employees, students, and other Participants should be able to enjoy an environment free of discrimination and harassment. This includes, but is not limited to, discrimination or harassment in the areas of race, age, religion, colour, creed, national origin, gender, sexual orientation, gender identity, marital status, disability, or veteran status. Bailey Balfour does not and will not tolerate conduct by any employee, student, volunteer, contractor, visitor, or vendor which unreasonably interferes with an individual’s ability to learn in a welcoming environment.

3.5.         Participants who wish to report any discrimination or breach of the policies and commitments set out in this Clause 3 are encouraged to follow the grievance policy set out in Clause 12 (Grievance Policy).

4. Participant Conduct

4.1.         Our Programmes are designed to be interactive and engaging for our Participants. It is therefore an expectation that Participants are present in all Programme sessions, in accordance with Clause 5 (Participant Attendance and Illness), and participate in Programme activities to the best of their ability, including dialogue with the Programme instructors and peers, mock coaching activities, and experiential learning exercises. If you are unable to participate in an activity, you should inform your instructor as soon as possible.

4.2.         Participants are expected to conduct themselves in a professional manner during all Programme sessions including:

(a)     arriving on time to all sessions;

(b)     attending all live sessions and mentor coaching sessions;

(c)     having cameras turned on for virtual live sessions;

(d)     participating fully in all sessions and mentor coaching sessions, including being prepared for the sessions, involvement in discussions and activities, assuming responsibility for own learning, and contributing to the learning of others;

(e)     engaging in discussions with integrity and honesty;

(f)      joining sessions from private and confidential locations;

(g)     not recording sessions or sharing sessions, directly or indirectly, with persons who are not Participants;

(h)     being respectful of other Participants and instructors, including silencing mobile phones, not texting, and other disruptive behaviours;

(i)      embracing diversity and inclusion while respecting the dignity and humanity of others; and

(j)      complying with all aspects of the Student Handbook.

4.3.         When using and contributing to our Learning Management System, including its online forums, and in any other communications related to the Programmes, you shall at all times:

(a)     conduct yourself in a respectful manner and not upload or communicate any information that may cause any offence, insult, distress, discrimination, defamation or harassment to any other Participant, or any of our instructors, employees or representatives;

(b)     ensure that all information you provide or upload is true, accurate and not misleading in any material respect and does not breach any confidentiality or intellectual property rights of any other Participant or third party;

(c)     not use or install any mechanisms, software or scripts (other than those provided by us) that may block, overwrite, modify, copy, distribute or re-publish the contents of, or affect the proper functioning of our website or Learning Management System;

(d)     not advertise or promote any goods or services without our written consent and not send any communications that may be considered spam;

(e)     keep your password and any other access information confidential and secure, and notify us immediately if you reasonably believe that such confidentiality or security may have been breached; and

(f)      comply with all applicable laws and regulations related to your obligations in this Clause 4.3.

5. Participant Attendance and Illness

5.1.         In order to provide the minimum required training hours for certification, it is important that Participants are present at all Programme sessions.

5.2.         If you have an emergency or become ill and are not able to attend a Programme session, you should contact the Programme instructor and email [email protected] immediately.

5.3.         In the case of a missed Programme workshop, you will be expected to complete the session materials and review the session recording. If you miss more than four hours of Programme workshops, you will have the option to work with an instructor to cover the missed material or register for another Programme, in each case at your own expense.

5.4.         In the case of missed mentor coaching sessions, you will be expected to complete alternative live mentor coaching sessions to make up for each missed session. If you have not completed the required minimum number of mentor coaching sessions specified in the Student Handbook within the four weeks following the end of your Programme, you will need to arrange and pay for additional mentor coaching sessions in order to satisfy the Programme completion and ICF requirements.

5.5.         Petitions or appeals against this policy are considered on a case-by-case basis and must be submitted in writing to the Programme instructor and Jean Balfour by email to [email protected].

6. Programme Completion

6.1.         Following completion of a Programme, you will be provided with a Programme completion certificate, provided that you have successfully satisfied all relevant Programme attendance and completion requirements set out in these T&C and the Student Handbook.

6.2.         Bailey Balfour offers credit for partial completion of a Programme, subject to these T&C. The number of hours awarded will depend on the number of hours of curriculum received. If you are interested in receiving partial credit for a Programme in which you are currently or were previously enrolled, you should email [email protected] no more than 30 calendar days after the Programme has ended, including details about the Programme in which you were enrolled, the number of credit hours you are seeking, and any additional relevant information. If approved, you will receive a certificate of credit from Bailey Balfour indicating the number of training hours completed.

7. Fees

7.1.         The fees payable for participation in a Programme are as set out on Bailey Balfour’s website from time to time (or as otherwise provided by Bailey Balfour), which include the costs of Programme registration, participation and access to Programme content (the “Fees”).

7.2.         You shall pay the relevant Fees in full promptly following receipt of notice of acceptance onto the Programme and in any event at least 7 calendar days in advance of the relevant Programme start date.

7.3.         All payments shall be made in Singapore dollars and may be made by credit card, debit card or bank transfer in accordance with the payment instructions provided by Bailey Balfour.

7.4.         Any taxes, charges, currency conversion or transfer fees that apply to the payment of the Fees, including any withholding tax requirements, shall be borne by you. In the case of withholding taxes, you shall be responsible for the payment of all such amounts to the appropriate governmental authority and, upon request, shall provide Bailey Balfour with evidence of such payment.

7.5.         In circumstances where Bailey Balfour and a third party (such as your employer) have agreed by way of separate written and signed agreement that such third party shall be responsible for the payment of your Fees, the payment obligations set out in this Clause 7 shall not apply to you to the extent that Bailey Balfour has received payment of those Fees from that third party.

8. Cancellation and Refund Policy

8.1.         You are entitled to cancel your participation or registration on a Programme by written notice to Bailey Balfour and, subject to this Clause 8, shall be entitled to a full refund if:

(a)     in respect of any Level 1 Programme, Level 2 Programme or Combined Programme, the notice is received by Bailey Balfour no later than 14 calendar days following the start date of that Programme; or

(b)     in respect of any other Programme, the notice is received by Bailey Balfour no later than 24 hours prior to the start of that Programme.

If your notice of cancellation is received after such date or time, you shall not be eligible for any refund.

8.2.         All eligible refunds will be made within 28 calendar days following receipt of the cancellation notice and will be made through your original mode of payment, unless otherwise agreed.

8.3.         Any eligible refund in respect of which notice was received by Bailey Balfour on or following (but no later than 14 calendar days after) the Programme start date shall incur an administration fee of SGD 500, as may be amended from time to time.

8.4.         Any requests to modify a Programme registration, including the substitution of a Participant or a transfer to alternative Programme dates, must be made by email to [email protected] at least seven days before the Programme start date. Any registration amendment requests shall be subject to availability.

8.5.         This Clause 8 shall be without prejudice to any rights of a Participant pursuant to applicable consumer law.

9. Participant Data

9.1.         Bailey Balfour shall comply with all data protection and privacy laws and regulations that apply to the processing of Participant Data and our performance under these T&C (“Applicable Data Protection Laws“). Full details of how we collect, use, process and store Personal Data are set out in our privacy notice made available at: https://baileybalfour.com/terms/data_protection_policy (our “Privacy Notice“). Please read this Privacy Notice carefully in conjunction with these T&C. For the avoidance of doubt, by confirming acceptance to these T&C, you acknowledge the processing set out in our Privacy Notice.

For the purposes of these T&C:

(a)     “Participant Data” means, in relation to a Participant, any proprietary or confidential information relating to that Participant, whether written or oral, that the Participant’s makes available to Bailey Balfour in connection with participation in a Programme, which may include Personal Data but excludes information that:

(i)            was in the possession of Bailey Balfour prior to being made available by the Participant;

(ii)          is publicly available or generally known within Bailey Balfour’s or the Participant’s industry;

(iii)         is obtained by Bailey Balfour from a third party without any breach of these T&C; or

(iv)         is independently developed by Bailey Balfour without reference to the Participant’s confidential information; and

(b)     “Personal Data” means data, which individually or in combination with other data, names or identifies a natural person, including data that is explicitly defined as a regulated category of data under Applicable Data Protection Laws.

9.2.         Without prejudice to Clause 9.1, Bailey Balfour shall keep confidential and not use or disclose to any other person any Participant Data, save as set out in these T&C and the Privacy Notice or otherwise with the relevant Participant’s prior written consent.

9.3.         Notwithstanding Clause 9.2, Bailey Balfour is permitted to disclose Participant Data to its affiliates and its and their directors, officers, employees and representatives (together its “Representatives“), the ICF and its advisors as required in relation to the Programmes and its obligations under these T&C, provided that its Representatives and advisors are bound by similar confidentiality obligations to those in these T&C and that Bailey Balfour shall remain liable for any breach by its Representatives of this Clause 9.

9.4.         The restrictions in Clause 9.2 shall not apply in respect of any Participant Data that Bailey Balfour is required to disclose by any applicable law, regulation, rule or guideline of any relevant regulatory authority or order of a competent court or other relevant authority, or that Bailey Balfour believes it should disclose where there is a reasonable risk of harm to the Participant or any other person.

9.5.         Bailey Balfour welcomes suggestions, ideas, comments, testimonials, reviews and any other feedback regarding its Programmes (“Feedback“). By providing any Feedback, you consent to our use of your Feedback without any restriction or compensation to you, which may include on our website, via social media, in email communications and for any other advertising or marketing purposes. Notwithstanding the foregoing, you may amend your Feedback or your consent to its use at any time by email to [email protected].

10. Confidential Information

10.1.      You shall only use Confidential Information for the purposes of any Programme of which you are a Participant, and you shall keep confidential and not use or disclose to any other person any Confidential Information, save as provided in these T&C or otherwise with Bailey Balfour’s and, in respect of any other Participant Data, the relevant Participant’s prior written consent.

For the purposes of these T&C:

(a)     “Bailey Balfour Information” means any proprietary or confidential information relating to Bailey Balfour, its business or its processes, whether written or oral, which is made available in connection with the Programmes either prior to or from the date hereof, including all Bailey Balfour Materials and these T&C but excluding information that:

(i)          was in your possession prior to being made available pursuant to these T&C;

(ii)         is publicly available;

(iii)        is obtained by you from a third party without any breach of these T&C; or

(iv)        is independently developed by you without reference to the Confidential Information;

(b)     “Bailey Balfour Materials” means the content of all workshops, lectures, seminars, handouts, reports and any other hardcopy or softcopy materials made available by Bailey Balfour as part of or in connection with the Programmes; and

(c)     “Confidential Information” means all Bailey Balfour Information and any Participant Data of any other Participant made available during a Programme.

10.2.      The restrictions in Clause 10.1 shall not apply in respect of any Confidential Information that you are is required to disclose by any applicable law, regulation, rule or guideline of any relevant regulatory authority or order of a competent court or other relevant authority, or that you reasonably believe you should disclose where there is a reasonable risk of harm to any other Participant or other person.

11. Intellectual Property

11.1.      Bailey Balfour shall retain all rights, title and interest to and in all Intellectual Property in or arising out of all Bailey Balfour Materials and nothing in these T&C shall transfer, grant or licence any such Intellectual Property to any Participant, save as expressly provided herein. You further acknowledge that some Bailey Balfour Materials may also contain Intellectual Property of third parties and that in such cases their use will also be subject to that third party’s terms and conditions.

For the purposes of these T&C, “Intellectual Property” means all existing and future intellectual property rights, whether registered or unregistered and regardless of geographical location, including any copyright, design, patent, invention, trade mark, trade name, domain name, database right, right in get-up, knowhow, trade secrets, right in goodwill, moral right, process and any other right of a similar nature, together with the rights to apply for registration of the same.

11.2.      You shall not directly or indirectly sell, distribute, share, adapt, copy, record, reproduce, publish, create derivative work from, register or attempt to register or in any way use any Bailey Balfour Materials without our prior written consent, or otherwise infringe any of our Intellectual Property.

11.3.      Notwithstanding Clauses 11.1 and 11.2, Bailey Balfour shall grant you a personal, royalty-free, revocable, non-exclusive and non-transferable licence to use Bailey Balfour Materials to the extent reasonably required for the purposes of:

(a)     fulfilling the requirements of any Programme of which you are a Participant and your obligations under these T&C;

(b)     your private coaching work, provided that:

(i)          you reference Bailey Balfour as the owner or creator of the Bailey Balfour Materials used;

(ii)         you do not use any Bailey Balfour Materials for training or teaching purposes;

(iii)        your clients are bound by similar confidentiality and intellectual property obligations to those in these T&C; and

(iv)        you shall remain liable for any breach of Clause 10 (Confidential Information) and this Clause 11 as a result of any such use; and

(c)     your own personal development,

subject always to your compliance with these T&C.

12. Grievance Policy

12.1.      Bailey Balfour seeks to ensure the equitable treatment of every person, and Participants have the right to file any grievance regarding training presentation, content, facilities or instructor or faculty behaviour pursuant to this Clause 12. Bailey Balfour shall use all reasonable endeavours to address any grievances in a timely and fair manner and in accordance with this Clause 12.

12.2.      If you have any grievance regarding or are dissatisfied with any aspect of any training presentation, content, facility, or instructor or faculty behaviour during a Programme, you are encouraged firstly to attempt to resolve the issue directly with the relevant instructor, representative or other Participant.

12.3.      If you are not comfortable approaching an individual with whom you have a grievance, or are unable to resolve an issue directly in accordance with Clause 12.2, you should submit a written grievance to Jean Balfour by email to [email protected] as soon as reasonably practicable and in any case within 14 calendar days of the event prompting the grievance. Upon receipt of any such grievance, Jean Balfour, or a Bailey Balfour representative appointed on her behalf, shall review the issue and use all reasonable endeavours to discuss this with you within 14 calendar days and cooperate with all parties involved to attempt to resolve the issue.

12.4.      If you do not feel that a grievance or issue has been resolved through the procedures set out in this Clause 12, a written request for an appeal should be sent to Jean Balfour by email to [email protected] for review, setting out the original complaint and reasons that you are unsatisfied with the resolution attempts. Any such appeals shall be reviewed and a written response provided to you within 14 calendar days. All appeal decisions are final.

13. Termination

13.1.      As between Bailey Balfour and each Participant, these T&C shall commence on the date of acceptance by that Participant and shall, subject to the provisions of this Clause 13 and unless otherwise agreed in writing, terminate automatically upon the completion by that Participant of a Programme.

13.2.      You may terminate these T&C between you and us at any time by providing us with 14 calendar days’ notice in writing.

13.3.      Bailey Balfour may terminate these T&C between you and us at any time with immediate effect by providing you with written notice if:

(a)     required to do so for compliance with any law, regulation, rule or guideline of any relevant regulatory authority, or order of a competent court or other relevant authority;

(b)     we determine, acting reasonably, that you have committed any material breach of your obligations pursuant to these T&C; or

(c)     we determine, acting reasonably, that you have acted or behaved dishonestly, fraudulently, or in a way which we reasonably consider may have a detrimental effect on our business or reputation.

13.4.      Following the termination of these T&C between you and us:

(a)     we shall cease processing and shall promptly destroy, return or delete your Participant Data, to the extent that we no longer require this in connection with these T&C; and

(b)     you shall immediately cease to use all Confidential Information (other than any Bailey Balfour Materials that you are permitted to use in accordance with Clause 11.3) and immediately destroy any hardcopy documents and delete all electronic files to the extent that they contain any such information,

in each case, save where we or you are required to retain such documents or information under applicable law, regulation, rule or guideline of any relevant regulatory authority, or order of a competent court or other relevant authority. The foregoing shall not apply in respect of electronic information that cannot reasonably practicably be deleted due to automatic back-up or archiving procedures, provided that such information shall remain subject to the obligations of confidentiality and security set out in Clauses 9 (Participant Data) and 10 (Confidential Information), and shall be deleted once reasonably practicable.

13.5.      Any termination pursuant to this Clause 13 shall be without prejudice to all rights and obligations accrued in respect of the Programmes pursuant to these T&C. Notwithstanding any termination pursuant to this Clause 13, clauses which expressly or by implication have effect after termination shall continue in full force and effect, including Clauses 8 (Cancellation and Refund Policy), 9 (Participant Data), 10 (Confidential Information), 11 (Intellectual Property), 14 (Limitation of Liability), 15.4 (General Terms), and 16 (Governing Law and Dispute Resolution).

14. Limitation of Liability

14.1.      Except as expressly provided in these T&C, Bailey Balfour makes no representations, warranties or guarantees of any kind or nature, express or implied, with respect to these T&C, the Programmes and their results or Bailey Balfour Materials, or any other information, views or opinions provided in connection with any of the foregoing.

14.2.      Any views, opinions, or statements made by us whether in the Bailey Balfour Materials or otherwise arising out of or in connection with any Programme are not intended to constitute legal, financial, or any other professional advice and should not be relied upon or treated as a substitute for specific professional advice relevant to the circumstances. We accept no responsibility for any views, opinions or statements made by us or from any reliance on any Bailey Balfour Materials, which whilst given in good faith, are not professional views, opinions or statements, and are subject to change without notice.

14.3.      If, during any Programme, you access or use content provided by instructors, other Participants and other third parties, which may include links to websites and services maintained by third parties, Bailey Balfour cannot guarantee that such content will be free of material that you may find objectionable or otherwise inappropriate or contains malware or other programs or codes that may harm your computer, mobile device, or any files therein. You accept that you access these contents at your own risk and Bailey Balfour disclaims any responsibility or liability related to your access or use of such content.

14.4.      Bailey Balfour shall not be liable for any loss or damage suffered by you as a result of or in connection with:

(a)     any breach of our technology security measures by unauthorised third parties;

(b)     any transmission of information by you to us over the internet; or

(c)     the security and confidentiality of any data held through third party provider systems or platforms.

14.5.      Bailey Balfour shall not be responsible under any circumstances (whether in contract or tort, including negligence) for any indirect, consequential or incidental loss, including any loss of profits or business opportunity, suffered by any Participant or any other person as a result of or in connection with these T&C or participation in any Programme.

14.6.      Without prejudice to any of the foregoing, Bailey Balfour’s total liability, and your exclusive remedy, in respect of any loss or damage suffered by you as a result of or in connection with these T&C (whether in contract or tort, including negligence, and as determined by a competent court or arbitration), shall be limited to the Fees actually received by us from you under these T&C.

14.7.      You shall indemnify and hold harmless Bailey Balfour and each of its affiliates, and its and their directors, shareholders and employees from and against any liability, damage, loss or expense incurred by them in connection with any claims, suits, actions, demands and judgments arising out of or in connection with any breach by you of any term of these T&C.

14.8.      Nothing in this Clause 14 shall limit any liability to the extent not permitted under applicable law.

15. General Terms

15.1.      These T&C constitute the entire agreement between you and us with respect to its subject matter and supersede all prior written and oral agreements or arrangements between you and us.

15.2.      Nothing in these T&C is intended to, or shall operate to, create any partnership, joint venture, agency or similar relationship between you and us.

15.3.      Bailey Balfour reserves the right to revise these T&C at its sole discretion at any time. Any revisions to the T&C will be effective immediately upon posting by us on our website. For any material changes to the T&C, we will take commercially reasonable steps to notify you of such changes.

15.4.      Any formal notice to be given under these T&C must be in writing and shall be deemed made when it is validly delivered by hand, post, recognised courier or email to:

(a)     in the case of Bailey Balfour, the relevant address set out below:

Address: 16 Raffles Quay, #16-02, Hong Leong Building, Singapore 048581

Email Address: [email protected];

and

(b)     in the case of a Participant, the relevant address provided by the Participant in his or her Programme registration,

in each case, as may be updated by the relevant party by written notice to the other from time to time.

15.5.      In the event that the provision of any Programme is cancelled or interrupted by force majeure, events beyond our reasonable control, a death in the instructor’s family, illness of the instructor, government edict or regulation, acts of God, power outages, acts of computer hackers and others acting outside the law, software issues, server downtime, increased Internet traffic or downtime, programming errors, regular maintenance of the system, third party system issues and other related reasons, we will take all commercially reasonable steps to ensure that the provision of the Programme is restored within a reasonable period of time. If the event persists for more than four months from the first date of the Programme being interrupted or cancelled in relation to the event, these T&C will automatically terminate as between us and the affected Participants and a pro-rated amount of the Fees will be refunded to you through your original mode of payment, unless otherwise agreed. For the avoidance of doubt, we shall not be liable for any direct or indirect losses that you may suffer as a result of any such cancellation, interruption or rescheduling of any Programme.

15.6.      If any provision of these T&C is found by a competent court or similar authority to be illegal, invalid, or otherwise unenforceable, such provision shall be treated as though it were not included in these T&C and the validity and enforceability of the remaining provisions of these T&C shall not be affected, to the extent permitted by law.

15.7.      Any failure or delay by Bailey Balfour in enforcing any provision of these T&C or right hereunder shall not constitute a waiver or limitation of Bailey Balfour’s right to enforce such provision or right or any other provision of these T&C subsequently.

15.8.      Bailey Balfour may at any time assign, transfer, subcontract or deal in any other manner with all or any of our rights or obligations under these T&C. You shall not assign or transfer any rights or obligations under these T&C without our prior written consent.

15.9.      Bailey Balfour and each Participant shall at all times comply with all applicable anti-corruption, anti-bribery and anti-money laundering laws, rules and regulations.

15.10.   Except as expressly provided herein, the Contracts (Rights of Third Parties) Act (Cap.53B) shall not apply to these T&C.

16. Governing Law and Dispute Resolution

16.1.      These T&C, and any dispute arising out of or in connection with them (including any non-contractual dispute), shall be governed by and construed in accordance with the laws of Singapore.

16.2.      Any dispute arising out of or in connection with these T&C, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of SIAC for the time being in force, which rules are deemed to be incorporated by reference in this Clause 16.

16.3.      The seat of the arbitration shall be Singapore.

16.4.      The Tribunal shall consist of three arbitrators.

16.5.      The language of the arbitration shall be English.

16.6.      Notwithstanding the above, where a dispute relates to Confidential Information or Intellectual Property, Bailey Balfour may refer the dispute to the court of competent jurisdiction.

 

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