“ISTC”
Industrial Safety Training Council
324 Hwy 69
Nederland, Texas 77627 |
“CLIENT”
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3.
Purpose
ISTC and Client have entered into this Agreement in order to verify training
history, to schedule Client's employees in safety classes and related services
offered by ISTC and/or to access the electronic Pre-Qualification Form.
Client is obligated to pay for any services ordered and received. The parties
have agreed to use the electronic exchange of information in substitution for
conventional paper-based documents and intend that the transactions entered
into will be fully enforceable and legally valid.
4. System Operations
Each Party, at its own expense, shall provide and maintain the equipment,
software, telephone lines, modems and testing necessary to effectively and
reliably complete electronic registration. Scheduling requests will be
transmitted electronically to ISTC through a telephone line and modem accessing
the ISTC scheduling database, or by accessing the ISTC Internet website. Each
Party shall be responsible for its own acts or omissions while transmitting,
receiving, storing or handling scheduling requests.
5. Security Procedures
Each Party shall maintain and utilize those security procedures that are
reasonably sufficient to ensure that all transmissions are authorized; and, to
protect its business records, passwords, codes and data from improper access.
6. Authorized Transactions
Client shall be responsible for maintaining adequate security over its system
access codes and passwords. ISTC shall be entitled to rely on scheduling
requests, which appear to originate from Client. The Parties agree that
scheduling requests generated from client constitute evidence of an authorized
transaction on behalf of that party.
7. Proper Receipt
Scheduling requests shall not be deemed to have been properly received, and no
requests shall give rise to any obligation, until accessible by ISTC at its
scheduling database. The originating party bears the risk that the recipient
may not receive a scheduling request or that a scheduling request may be
garbled or otherwise unintelligible.
8. Verification
Client shall be responsible for verifying that all information is correct
before sending request to ISTC. Client is responsible for verifying that all
legal documents (if necessary for services) have been signed.
9. E-Mail Policy
Client’s participation in the Electronic Data Interchange program may allow you
to have access to ISTC’s electronic mail system; therefore you will be required
to comply with the policies of our e-mail policy. The ISTC E-Mail Policy is
made part of this agreement as an attachment.
10. Terms and Conditions
This Agreement is to be considered part of any other written agreement
expressly referring to it. In the absence of any other written agreement
applicable to any transaction made pursuant to this Agreement, such transaction
(and any related communication) also shall be subject to such additional terms
and conditions as may be determined in accordance with applicable law.
11. Confidentiality
Information contained in any scheduling requests or otherwise exchanged between
the parties shall be considered confidential.
12. Validity: Enforceability
A. This Agreement has been executed by the Parties to evidence
their mutual intent to create binding purchase and sale obligations pursuant to
the electronic transmission and receipt of scheduling requests.
B. Any scheduling requests properly transmitted pursuant to
this Agreement shall be considered, in connection with any transaction, any
other written agreement described in Section 10, or this Agreement, to be "in
writing". And any such scheduling requests shall be deemed for all purposes (a)
to have been "authorized" and (b) to constitute an "original" when printed from
electronic files or records established and maintained in the normal course of
business.
C. The conduct of the parties pursuant to this Agreement
shall, for all le gal purposes, evidence a course of dealing and a course of
performance accepted by the parties in furtherance of this Agreement, any
transaction and any other written agreement described in Section 10.
D. In connection with all scheduling requests and transactions
under this Agreement, each party shall adopt a "signature" within the meaning
of the Uniform Commercial Code.
13. Termination
This Agreement shall remain in effect until terminated by either Party with no
less than five- (5) business days prior written notice. The written notice
shall specify the effective date of termination. Any termination shall not
affect the respective obligations or rights of the parties arising under any
scheduling requests under this Agreement prior to the effective date of
termination.
14. Severability
Any provision of this Agreement, which is determined to be invalid or
unenforceable, will be ineffective to the extent of such determination without
invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such remaining provisions.
15. Entire Agreement
This Agreement constitutes the complete agreement of the parties relating to
the matter specified in this Agreement and supersedes all prior representations
or agreements, whether oral or written, with respect to such matters. No oral
modification or waiver of any of the provisions of this Agreement shall be
binding
on either party. No obligation to enter into any transaction is to be implied
from the execution or delivery of this Agreement. This Agreement is for the
benefit of; and shall be binding upon, the parties and their respective
successors and assigns.
16. Governing Law
This Agreement shall be governed by and interpreted in accordance with the laws
of the State of Texas.
17. Force Majeure
No party shall be liable for any failure to perform its obligations in
connection with any transaction or any scheduling requests, where such failure
results from any act of God or other cause beyond such party's reasonable
control (including, without limitation, any mechanical, electronic, or
communications failure) which prevents such party from transmitting or
receiving any scheduling requests.
18. Limitation of Damages
Neither party shall be liable to the other for any special, incidental,
exemplary or consequential damages arising from or as a result of any delay,
omission or error in the electronic transmission or receipt of any scheduling
requests pursuant to this Agreement, if either party has been advised of the
possibility of such damages.
19. Mediation
Any controversy or claim arising out of or relating to this Agreement, or the
breach thereof; shall be resolved exclusively through mediation.
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