Product Service Specific Terms and Conditions

I. Training Program Terms and Conditions
II. Assessments (Non-SaaS)
III. Reinforcement Application Terms and Conditions
IV. Software as a Service (“SaaS”)  Terms and Conditions

The following Product/Service Specific Terms and Conditions apply to orders completed on a Client Order Form (“COF”) on or after May 1, 2020.

These Product/Service Specific Terms and Conditions apply only in respect of the applicable Product/Service and are in addition to the other terms and conditions applying to the COF.  In the event of a conflict between the Product/Service Specific Terms and Conditions and the General Terms and Conditions, the Product/Service Specific Terms and Conditions shall control with respect to the applicable Product(s)/Service(s) only.

I. Training Program Terms and Conditions

If the COF includes any items with a Product/Service Type of “ILT”, “eLearning” or “Digital”, “Blended” “ILE”, Facilitation or Consulting, the following additional terms and conditions apply:

1. Definitions

  a. “Employee” means: (i) Client’s employees, and (ii) Client’s independent contractors who perform services on Client’s behalf and have entered into written agreements with Client no less restrictive than the Agreement.  Independent contractors may not be competitors of Korn Ferry or its parent company, subsidiaries or affiliates.

  b. “Participant” an Employee for whom Client has purchased a license to receive training.

  c. “Programs” means Korn Ferry’s training programs and training services described in the COF which include all Program Materials.

  d. “Program Materials” means participant materials, facilitator materials and other course materials, whether delivered in print or other tangible media or electronically, and all modifications thereto and all derivatives thereof.

2. License and License Fee.  Korn Ferry grants to Client during the COF Term, a limited, non-transferrable, non-assignable, non-sublicensable, nonexclusive license to use the Programs to train the Participants (the “License”) subject to Client’s payment of the license fee (“License Fee”) set out in the COF.  Each License is valid for a single Participant to participate in one Program.  Client’s obligation to pay the License Fee is non-cancellable; the License Fee is non-contingent, non-transferable, non-refundable, and fully earned by Korn Ferry upon Korn Ferry’s delivery of Program Materials to Client. 

3. Reproduction License:  Where Korn Ferry provides electronic versions of Program Materials to Client for printing, Korn Ferry grants to Client a non-exclusive, non-transferable license to print the Program Materials in the form provided during the COF Term.  The license does not include the right to modify the Program Materials in whole or in part. Client must retain and keep visibly displayed all copyright and trademark attribution that appears on the Program Materials.  Upon the expiration of the COF Term, Client must either return to Korn Ferry or destroy, at Korn Ferry’s direction, any Program Materials in its possession with no copy being retained by Client.  Notwithstanding the foregoing, Participants may retain their Program Materials indefinitely for their own personal reference.

4. For “Client Hosted” Programs, Korn Ferry will provide to Client the e-learning Program Materials in SCORM or other standard format for loading onto Client’s learning management system (“LMS”) for Participant use. Client will be responsible for loading the Program Materials onto its LMS.  Korn Ferry does not guarantee that the Program Materials will work with all LMS systems.

5. Access to Integrated Learning Experience (“ILE”) Programs or Korn Ferry Hosted Programs will be subject to the terms and conditions of the applicable LMS. Unless otherwise stated on the COF, access to these Programs will be available for a period of (12) months from the COF Start Date.

6. Licenses to SPIN® related Programs, Buyer Focused Prospecting, Buyer Focused Opportunity Strategy, or Buyer Aligned Negotiations, are not valid in Europe or South Africa without Korn Ferry’s prior written authorization.

7. Printed Participant Materials will be available at the price set forth on the COF.  If no price is included on the COF, printed Materials will be available at an additional cost, to be set forth in a separate COF.

8. Orders for additional Services must be placed no fewer than 12 business days prior to the date of the relevant session or the date on which Program Materials are required to arrive.  Korn Ferry may accept orders fewer than 12 business days in advance of the session or required arrival date, subject to a rush fee and additional shipping charges to cover expedited shipping fees.  Korn Ferry will quote rush fees to Client and will not proceed with the order until Client has agreed to the rush fees in writing.   Upon Korn Ferry’s written confirmation of its receipt and acceptance of the order, the order will be binding and non-cancellable and non-refundable, and Korn Ferry will invoice Client for such Services.  Any orders will be governed by the Agreement. 

9. Cancellation/Rescheduling.  Korn Ferry will schedule and commit personnel and resources to provide the Services.  Korn Ferry understands that Client’s business conditions may change; however, rescheduling or cancelling on short notice impacts Korn Ferry’s business and its ability to provide outstanding service to all of its customers.  Client may reschedule or cancel the provision of Services by paying the following fees in addition to the associated fees for any Services rendered.  These fees are a genuine pre-estimate of Korn Ferry’s losses as a result of such rescheduling or cancellation, and are reflective of the value of the lost bookings for Korn Ferry for the time scheduled and fees which otherwise have been earned by the team leader, team members and other resources, and are not penalties.  If Client fails to provide Korn Ferry with documentation, information, or access to its personnel that impacts Korn Ferry’s ability to meet the completion date or Client otherwise delays the completion date, Korn Ferry reserves the right to charge Client a rescheduling fee as set forth below.  If Client fails to provide Korn Ferry with documentation, information, or access to its personnel that impacts Korn Ferry’s ability to meet the completion date or Client otherwise delays the completion date, Korn Ferry reserves the right to charge client a rescheduling fee as set forth below.

a.  If rescheduling or cancelling more than 20 business days before the scheduled program, meeting or session, Client will pay the Actual Expenses incurred as a result of the rescheduling or cancellation.

b. If rescheduling or cancelling 20 or fewer business days before the scheduled program, meeting or session, cancellation/rescheduling fees will be calculated based on the number of business days’ notice provided as shown in the table below, plus Actual Expenses incurred.

 

Length of Program

Less than 1 day

1-2 days

3-5 days

Notice from Client (business days)

16-20

0

0

25%

11-15

0

25%

50%

6-10

0

50%

75%

3-5

50%

75%

75%

Less than 3

100%

100%

100%

 

c. “Actual Expenses” means amounts Korn Ferry pays to others in anticipation of the Services (e.g., hotels, airlines) that Korn Ferry cannot recover on its termination of the bookings or that Korn Ferry incurs due to changes or cancellations.  Korn Ferry will charge Client for costs incurred for any materials Korn Ferry prepares (e.g., for events, workshops, meetings) if the engagement is not rescheduled within two months of the original date.

II. Assessments (Non-SaaS)

If the COF includes any items with a Product/Service Type of “Assessment (Non-SaaS)”, the following additional terms and conditions apply:

1. Definitions

a. “Assessment Period” means the period of time beginning on the Start Date on the COF and continuing for one year. 

b. “Employee” means: (i) Client’s employees, and (ii) Client’s independent contractors who perform services on Client’s behalf and have entered into written agreements with Client no less restrictive than the Agreement. Independent contractors may not be competitors of Korn Ferry or its parent company, subsidiaries, or affiliates.

c. “Report” means a report provided to Client as part of the Assessment Services.

2. Assessment Ordering.  The number of assessments ordered by Client are set forth on the COF.  The assessment volume may be increased at any time during the Assessment Period by executing another COF or written order by the Client.

3. Assessment Expiration. Client must use all assessments by the end of the Assessment Period.  Client will forfeit, and will not receive a refund or credit for, any unused assessments remaining at the end of the Assessment Period. Assessments may be utilized by Client only; they may not be transferred to any affiliates or any third parties. Once launched, assessments may not be transferred to another individual.

4. Assessment Administration. Assessment Administration will be either Full Service, or Self Service as indicated on the COF.

a. “Assessment Administration” means: (i) account set-up; (ii) creating assessment events; (iii) selecting and adding competencies, capabilities or items, as defined by Client; (iv) entering assessment participants to provide or receive feedback and establishing their relationship, as provided by Client; (v) selecting and determining e-mail invitation and reminder notification content; (vi) supplying assessment event status to Client as requested; and (vii) compiling standard Reports and sending them to the applicable individual.  Self-Service Assessment Administration means Client will perform all Assessment Administration. Full Service Assessment Administration means Korn Ferry will perform all Assessment Administration.

b. “Self Service Administration” means:  (i) creating Assessment  Events;  (ii) selecting and/or adding competencies used for feedback; (iii) assigning Raters to Participants and establishing their relationship; (iv) selecting and/or determining e-mail invitation and reminder notification content; (v) loading Participants, Raters, and administrators into the online system; (vi) monitoring Assessment Event status; and (vii) compiling the Participant Report and sending it to the certified facilitator via electronic file.  Administration does not include developing a communication strategy or providing consulting services related to the implementation of Assessment Events or any other service not listed above.

III. Reinforcement Application Terms and Conditions

If the COF includes any items with a Product/Service Type of “Reinforcement Application”, the following additional terms and conditions apply:

1) Reservation of Rights.  Each party retains all intellectual property rights and any other rights in connection with their respective web sites, software and services and no title to or ownership thereof is transferred to the other party under this COF. This COF places no restriction or limitation on Korn Ferry’s right or ability to license the software relating to the  reinforcement application (the “Application”).

2) Payment of Fees.  Notwithstanding anything to the contrary herein, Client must pay any applicable installation or setup fees in full prior to Korn Ferry granting Client access to the Application. The license is an annual license contingent upon Client’s payment of the annual license fees.  Client must pay renewal fees no later than the anniversary date of the then current term to continue Client’s access to the Application. Client is obligated to pay the fees regardless of whether Client uses the Application or associated services.

3) Confidential Information.  The definition of “Confidential Information” included in the General Terms and Conditions includes the Application and all Client data Korn Ferry uses in providing the Service.

4) Restrictions.  Client will not: (a) sublicense, transfer or otherwise convey the Application to any third party; (b) modify or create derivative works of the Application; (c) reverse engineer, disassemble, or otherwise reduce the Application to human‐readable form; (d) modify, translate, or create derivative works based on the Application or any Confidential Information provided by Korn Ferry; (e) provide, disclose, divulge, make available to, or permit use of the Application by persons other than Employees; (f) use or copy the Application except as expressly authorized under this COF; (g) remove any proprietary notices or labels on the Application; or (h) attempt to access any software hosted and served by Korn Ferry’s or its contractor’s computers except for the Application unless otherwise agreed in writing by the parties.

5) Terms of Use.  Use of the Application is subject to the terms of any end‐user license agreement, terms of use or privacy policy included in the Application.

6) Unless otherwise stated in the COF, access to the Application will be available for twelve (12) months from the Start Date of the COF. 

IV. Software as a Service (“SaaS”)  Terms and Conditions

If the COF includes any items with a Product/Service Type of “SaaS”, the following additional terms and conditions apply to such Product(s)/Service(s). Click here to learn more.

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