terms conditions

STANDARD TERMS AND CONDITIONS OF BUSINESS FOR TRAINING COURSES

Interpretation

(i)In these conditions: -

"the Agenda" means the course content and related information and documentation published by the Company in relation to a particular training course.
"the Company" means NDC Certification Bureau Ltd
"the Client" means the person or company with whom the Company is contracted to provide the Services
"Conditions" means the terms and conditions set out in this document and any special terms and conditions agreed in writing between the Company and the Client
"Delegate" means a representative or representatives of the Client appointed by the Client to attend a training course provided by the Company.
"Force Majeure" means an act of God including but not limited to fire, flood, earthquake, windstorm or other natural disaster, act of warfare or insurrection, damage to property by or under the Order of any Government or Public or Local Authority or imposition of any Government Sanction, embargo or similar action, Judgment, Order, Decree, Embargo, Blockade, Labour Dispute including but not limited to strike, lock-out or boycott, interruption or failure of service including but not limited to electric, power, gas, water or telephone service and/or Network, act or omission of any third party service providers including but not limited to hotel or conference centre or other Venue proprietors.
"Force Majeure" means an act of God including but not limited to fire, flood, earthquake, windstorm or other natural disaster, act of warfare or insurrection, damage to property by or under the Order of any Government or Public or Local Authority or imposition of any Government Sanction, embargo or similar action, Judgment, Order, Decree, Embargo, Blockade, Labour Dispute including but not limited to strike, lock-out or boycott, interruption or failure of service including but not limited to electric, power, gas, water or telephone service and/or Network, act or omission of any third party service providers including but not limited to hotel or conference centre or other Venue proprietors.
"Intellectual Property" means all patent or letters patent claims in patent trademarks service marks registered designs copyright design right inventions and any similar rights
"The Services" means the provision of a training course or courses relating to environmental issues and/or quality assurance and/or health and safety and/or environmental legislation and/or any other discipline to be provided by the Company
"Trainer " means the person appointed by the Company to provide the Services at a particular training course
"Venue" means the such place of business within the UK as may be notified by the Company to the Client as the place where the Services shall be provided.

In these Conditions the masculine gender shall include the feminine and neuter genders and vice versa and the singular shall include the plural and vice versa.

The headings in these Conditions are for convenience only and shall not affect their interpretation.

Recital

The Company will provide the Services to the Client at such time and Venue as shall be notified to the Client by the Company for such sum as maybe agreed between them

The Company's Obligations

The Company will provide the Services with reasonable care and skill and faith but shall not be liable to the Client for any loss or damage suffered or liabilities howsoever arising out of the provision of the Services save where arising directly due to the gross negligence of the Company but in any event the Company shall not be liable in any manner whatsoever to the Client or any third party for any loss damage or liability arising as a result of the interpretation or implementation of the Services by the Client or a third party

Payment Terms and Cancellation

All fees payable in respect of each training course shall be paid by the Client to the Company at least 28 days prior to the date of the relevant training course for which the fee is due, time being of the essence.
Payment of the course fees by the Client shall be deemed to constitute acceptance by the Client of the suitability of the Agenda both for its own needs and those of any Delegate.
In the event that payment is not received by the Company in accordance with the provisions of sub clause 1 above then the Company shall be entitled in its absolute discretion to decline to provide the Services to the Client.
In the event that the Client cancels the attendance of a delegate to a particular training course then:
provided the Client has given at least 28 days notice of such cancellation to the Company the Client shall be entitled to a refund of 75% of all fees paid on account in relation to the attendance of that delegate.
In the event that the Client has provided less than 28 days notice of such cancellation but more than 7 days then the Client shall be entitled to a refund of 50% of all fees paid on account in relation to the attendance of that delegate
Where the Client has given less than 7 days notice of such cancellation to the client then the Client shall not be entitled to any refund of fees paid on account in relation to the attendance of that Delegate.

Delegates

The Client shall provide the Company with full details of a Delegate but shall be entitled at any time to substitute the Delegate attending a particular course provided notice is given to the Company.
The Company retains the right in its absolute discretion to refuse to provide the Services to a particular Delegate or to eject a Delegate from the training course if the Company considers that Delegate to be disruptive or abusive or a disturbance to other delegates

Trainer

The Company shall provide the Client with full details of the Trainer who is to attend a particular training course and shall use its reasonable endeavours to ensure that that trainer provides such Services but the Company retains the right in its absolute discretion to substitute that Trainer without notice at any particular time.

Venue

The Company shall use its reasonable endeavours to ensure that the Services are provided at the advertised Venue but reserves the right, in its absolute discretion, to substitute the Venue should circumstances dictate.

Consultancy Information and Data

Notwithstanding anything else set out in these conditions the intellectual property and copyright in respect of any course materials and any other electronic and written information and data prepared by the Company for or in connection with the provision of the Services shall remain vested in the Company absolutely.

Force Majeure and Sickness

Neither the Company nor any of its employees, agents or subcontractors shall be considered in breach of contract or to be under any liability whatsoever to the Customer for the non-performance, part-performance, defective performance or delay in performance of any obligation performed or to be performed by the Company, its employees, agents or sub-contractors under the Contract which is directly or indirectly caused or is as a result of an event of Force Majeure and the dates and time scales (if any) directly agreed between the parties/or the performance of the Services shall be extended by a fair and reasonable period of time which is sufficient to enable the Company to perform or re-perform the relevant contractual obligation
Neither the Company nor any of its employees, agents or subcontractors shall be considered in breach of contract or to be under any liability whatsoever to the Customer for the non-performance, part-performance, defective performance or delay in performance of any obligation performed or to be performed by the Company, its employees, agents or sub-contractors under the Contract which is directly or indirectly caused or is as a result of ill health, sickness or accident affecting any Trainer or any employee or sub contractor of the Company.

VAT

All sums payable to the Company unless otherwise stated are subject to VAT.

Termination

The Company shall be entitled to terminate all contracts between the company and the Client in the event of:
- failure on the part of the Client to make punctual payment of all sums due to the Company;
- failure on the part of the client to perform its obligations as set out herein;
- the appointment of a receiver administrator administrative receiver or trustee in bankruptcy of the Client's property or any assets or any part of them or if a Court Order is made or a resolution passed for the winding up of the Client or if the Client commits an act of bankruptcy or any bankruptcy petition is presented against the Client

Assignment

Any contract made between the Client and the Company is personal to the Client and may not be assigned to any third party without the formal written consent of the Company which consent shall be absolute discretion of the Company

Notices

Any notices to be given hereunder shall be sent by first class mail or facsimile transmission to the last known address of the relevant party.

Exclusion of Waiver

In no event shall any delay, failure or omission on the part of either of the parties in enforcing, exercising or pursuing any right, power, privilege, claim or remedy arising under this Contract be deemed to be or construed as:

a waiver thereof of any such right, power, privilege, claim or remedy or
operate so as to bar the enforcement or exercise of any such right, power, privilege, claim or remedy in any other instance at any time or times thereafter

ISO Comply - End User Licence Agreement

This NDC Certification Bureau Ltd End user Licence Agreement (“Agreement”) is a legal Agreement between You and NDC Certification Bureau Ltd for the materials accompanying this Agreement which may include computer software, printed materials and “online” or electronic documentation and resource files, project and solutions files for NDC Certification Bureau Ltd and Products
Definitions

1. “API” or “Application Programme Interface” means a publicly accessible interface defining the ways by which an application programme may request services from libraries and /or software.
2. “Developer” means one of Your employees or a third party authorised to develop End User Software specifically for Your users to enable them to use services and/or Products in accordance with this Agreement.
3. “End User Software” means an end user program which You develop using NDC Certification Bureau Ltd API.
4. “Enhanced Support” means any paid for support package including developer, business and/or enterprise support.
5. “Evaluation Version” means use of the Product without a Licence File. An Evaluation version is a fully functional version of the Product, except results produced will carry an NDC Certification Bureau Ltd watermark or feature a limitation or ‘demo’, as specified in the Product.
6. “Licence File” means an electronic file which enables the Product to operate without evaluation restrictions. The licence file is generated by NDC Certification Bureau Ltd when the Product is purchased and is provided to You The licence file contains details about You, the Product and the Licence grant.
7. “Maintenance Subscription” means paid access to Product updates and fixes.
8. “Metered Products” means Products licenced as metered Products as described in the NDC Certification Bureau Ltd order form referred to as ‘reads’ or ‘users’.
9. “Metered Fee” means the monthly fee that NDC Certification Bureau Ltdwill charge for the use of metered products. The metered fee shall be calculated in accordance with Your usage of the Products as specified in the Order Form.
10. “ Physical Location” means any distinct physical address. For example, any individual depot, warehouse or office within a company with a unique address is classed as a separate physical location.
11. “Product” means any software and development products licenced under this Agreement.
12. “SaaS” or “Software as a Service” means a model of software deployment whereby a provider licences an application to customers for use as a service on demand.
13. “Updates” means technical support, new releases, and/or supplements to the Product or related information.
14. “You” or “Your” means the purchaser either as an individual or a single entity.

Grant of Licence
2.0 NDC Certification Bureau Ltd grants You the rights detailed in this Agreement provided that You comply with all the terms and conditions of this Agreement:
2.1 General Licence Grant. Except for termination for cause, NDC Certification Bureau Ltd hereby grants You a non-exclusive, non-transferable, perpetual licence to use any versions of the Product that were accessible during the term of this Agreement. NDC Certification Bureau Ltd grants use of the Product subject to the terms specified in the Order Form.
2.2 Evaluation Versions and Temporary Licences
When using an Evaluation or Temporary Licence You may not use the Products to produce any End User Software with exception of works produced exclusively for the purposes of Product evaluation. If You use the Product in any other End User Software, You must purchase the applicable licence. If You fail to make such purchase, then such omission will be a material breach of this Agreement and You will be liable for damages and termination or both. If you do not agree to these terms, then do not evaluate the NDC Certification Bureau Ltd Product(s).
2.3 Documentation. You may make a reasonable number of copies of the electronic and other documentation provided with the Product or downloaded from the NDC Certification Bureau Ltd website subject to all documents original or copies must be used solely for internal purposes and may not be distributed externally.
2.5 No Disassembly. You may not disassemble, decompile ,reverse engineer, create derivative work or in any other way attempt to gain access to information regarding the construction of the Product(s).
2.6 No transfer, You may not rent, lease, lend, sub-licence, sell, assign. Transfer or pledge the Product in a stand alone fashion or this Agreement, on a temporary or permanent basis without NDC Certification Bureau Ltd express permission in writing.
2.7 Reservation of Rights. NDC Certification Bureau Ltd reserves all rights not expressly granted herein.
3.1 Redistribution Restrictions for Unmetered Products
3.1.1 Unmetered Products may not be distributed in any format that allows the Product to be used by any application other than Your Derived work.
3.1.2 Unmetered Products may not be used to develop End User Software that offers similar or competing functionality as the Product or expose features of the Product through an API for use by an unlicenced third party.
3.1.3 Unmetered Products may not be used to develop End User Software that offers similar functionality to the Product for any programming language, development framework or platform including but not limited to .NET, JAVA, C++, Python, PHP, Ruby on Rails,node.js, SQL reporting Services, Jasper reports, Sharepoint, Microsoft Dynamics, Microsoft Azure, Amazon Web Services (AWS), SalesForce.com, Google App Engine, Google Compute Engine or any other PaaS (Platform as a Service) or IaaS (Infrastructure as a Service).
3.2 Redistribution restrictions for all Products
3.2.1 NDC Certification Bureau Ltd will not provide support for End User Software, NDC Certification Bureau Ltd will only provide support for the product.
3.2.2 End User Software not use the brands of NDC Certification Bureau Ltd(or affiliates) in their naming nor may any of the brands of NDC Certification Bureau Ltd( or affiliates) appear in their name, without the prior written permission of NDC Certification Bureau Ltd.
3.3 Term The term of this Agreement shall continue perpetually from the date of purchase unless terminated in accordance with Clause 3.4
3.4 Termination Without prejudice to any other rights, either Party may terminate this Agreement if the other Party fails to comply with Terms and Conditions of this Agreement. In such event You must destroy all copies of the Product, including but not limited to backups and all component parts and associated End User Software. Such destruction shall be certified by an officer of Your company.
3.5 Survival Unless, by its nature, a provision cannot survive this Agreement, the provisions of this Agreement shall survive the expiration or termination of this Agreement.
3.6 Consent to Data Collection You agree that NDC Certification Bureau Ltd may collect and use technical information, excluding any Confidential Information, gathered as part of the Product support services provided to You. NDC Certification Bureau Ltd may use this information solely to improve our Products or to provide customised services or technology to You. No information is collected by the Product, technical information must be provided to NDC Certification Bureau Ltd by You through the support process.
4. Payment
4.1 Currency All charges are in pounds sterling.
4.2 Charges for metered Products (READS) For the rights and licence granted under this Agreement NDC Certification Bureau Ltd will issue an invoice for the Metered Fee. You will pay the Metered Fee to NDC Certification Bureau Ltd within thirty the terms stated on the invoice normally (30 days of receipt of the invoice. If the Metered Fee invoice is not paid within thirty (30) days the NDC Certification Bureau Ltd terminate Your access to the Metered Product at NDC Certification Bureau Ltd discretion.
4.3 Charges for Unmetered Products For the rights and licence granted under this Agreement, You will pay the applicable price detailed in the NDC Certification Bureau Ltd Order Form.
4.3.1 Refund Policy. NDC Certification Bureau Ltd may at its sole discretion. Provide a refund for Unmetered Products within the first 30 days after payment is received.
4.4 Taxes The licence fees and any other amounts payable pursuant to the terms and conditions are exclusive of any and all taxes and duties, now in force, or enacted in the future.
5. Maintenance, Updates and Discontinuation
5.1 Maintenance for Metered Products. A thirty (30) Maintenance Subscription is included each time a Metered Fee is paid. A Maintenance Subscription cannot be renewed if Your access to the Product has been terminated due to non-payment of the Metered Fee.
5.2 Maintenance for Unmetered Products. Initial purchase of an Unmetered Product includes a one year Maintenance Subscription Thereafter You may renew Your Maintenance Subscription annually. A maintenance Subscription entitles The purchaser to Updates to the Product and access to product fixes for a period of one year from initial purchase.
5.3 Updates NDC Certification Bureau Ltd may at its sole discretion, provide technical support and /or Updates to YOU under this Agreement.
5.4 Technical Support Technical support, whether free or through a paid Enhanced support subscription is provided subject to the following conditions:
5.4.1 Technical Support is provided only through NDC Certification Bureau Ltd Support Forums. You agree not to bypass the Support Forums via phone, email or other routes.
5.4.2 NDC Certification Bureau Ltd does not guarantee that any fix will be provided in any given timeframe. Any estimated timeframes, are estimates only and are not binding or enforceable/
5.4.3 Updates and fixes are posted on the NDC Certification Bureau Ltd Support Forum they are not provided directly to You. You agree to check the relevant Support Forum for Updates and fixes.
5.4.4 NDC Certification Bureau Ltd will provide support status updates when You request them.
5.4.5 NDC Certification Bureau Ltd will typically provide support for the Product throughout the licence subscription period, however NDC Certification Bureau Ltd reserves the right to cancel support, whether provided for free or via Enhanced support for a fee at any time for any reason.
5.5 Enhanced Support Enhanced Support services will be provided as described in the NDC Certification Bureau Ltd Order Form. In addition the following conditions will apply:
5.5.1 NDC Certification Bureau Ltd will use reasonable efforts to solve problems identified by You, however NDC Certification Bureau Ltd does not warrant that it will solve any particular problem within any given timescale or at all:
5.5.2 Enhanced Support packages are subject to fair use policies as described in the Enhanced Support product description.
5.6 Product Migration NDC Certification Bureau Ltd reserves the right to split or merge Products at any time, whether offered individually or as part of a suite. If a Product for which You a current Maintenance Subscription is merged with another Product, then a licence for the subsequent Product will be made available to You at no additional charge. If a Product for which You have a current Maintenance Subscription is split into separate Products, then a licence for the subsequent Product will be made available to You at no additional charge.
6. Delivery The products and any associated materials are provided in electronic format only. You are responsible for downloading the product from the NDC Certification Bureau Ltd website www.quickbase.com. Upon purchase, NDC Certification Bureau Ltd shall deliver to You a Licence File which will enable the Product to function in the purchased licence capacity. It is Your responsibility to protect Your Licence File to ensure no unauthorised access or unintended distribution is possible. Previous versions of the product will only be available for a twelve (12) month period from the date of publication. Access to previous versions once removed will only be available to customers with a current subscription for the Product.
Customers are advised to keep a backup copy of any downloaded product for Future USE
7. Intellectual Property Rights All title and intellectual property rights in and to the Product ( including but not limited to any NDC Certification Bureau Ltd(or affiliates) trademarks, copywritten images, demos, source code, intermediate files, packages, photographs, animations, video, audio, music, text, and “applets” incorporated into the Product and any copies of the Product that You are expressly permitted to make under this Agreement) and any derivative works are owned by NDC Certification Bureau Ltd or its suppliers. All rights not expressly granted are reserved to NDC Certification Bureau Ltd.
8. Nondisclosure Both Parties recognise that the other Party may obtain proprietary and /or Confidential Information in the course of their business. Each Party agrees to protect each others Confidential information as follows:
8.1 Time and Method Both during the term of the Agreement and for a period of five (5) years after termination or expiration of this Agreement agree to hold each others Confidential Information in confidence and to protect the disclosed Confidential Information by using the same degree of care to prevent unauthorised use, dissemination, or publication of the Confidential Information as they use to protect their own Confidential Information of a like nature.
8.2 Permitted Disclosure to Employees Each Party agrees that it will only disclose Confidential Information to its responsible employees, contractors, professional advisors and similarly situated individuals who have a bona fide need to know and who are bound by agreement or law to keep such information confidential.
8.3 Other permitted Disclosure Each Party may disclose Confidential Information (i) as authorised by the other Party in writing or (ii) to the extent required by applicable law, court or government agency, provided that the Party requested to disclose Confidential Information promptly notifies the other Party and cooperates with any effort by the other Party, at the other Party’s expense, to limit such disclosure by means of seeking a protective order or requesting confidential treatment. Other than those expressly allowed under this clause of the agreement, no other disclosures of Confidential Information are permitted.
9. Links to Third Party Sites You may be linked to third party sites through the use of Product Documentation. The third party sites are not under the control of NDC Certification Bureau Ltd, and NDC Certification Bureau Ltd is not responsible for the contents of any third party sites, any links contained in any third party sites or any changes or updates to third party sites, NDC Certification Bureau Ltd is not responsible for any webcasting or other form of transmission received from a third party sites. NDC Certification Bureau Ltd provides links to third party sites to You only as a convenience, and the inclusion of any link does not imply an endorsement by NDC Certification Bureau Ltd of the third party site.
10. Limited Warranty and Disclaimer
10.1 Except with respect to Evaluation Versions of the Product, NDC Certification Bureau Ltd, warrant that, for a period of thirty (30) days from the date of purchase ( as evidenced by a copy of Your receipt) when used with a recommended hardware configuration, the Product will perform in substantial conformance with documentation supplied with Product. This warranty applies only to an initial Product purchase and does not apply to Maintenance Subscription renewals or Updates.
10.2 NDC Certification Bureau Ltd PROVIDES NO REMEDIES OR WARRANTIES WHETHER EXPRESS OR IMPLIED.FOR EVALUATION VERSION OF THE PRODUCT.THE EVALUATION VERSION OF THE PRODUCT IS PROVIDED”AS IS”.
10.3 NDC Certification Bureau Ltd AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND REPRESENTATIONS,WHETHER EXPRESS IMPLIED OR OTHERWISE,INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE.NDC Certification Bureau Ltd DOES NOT WARRANT THAT THE PRODUCT IS ERROR OR WILL OPERATE WITHOUT INTERRUPTION. THE PRODUCT IS NOT DESIGNED, INTENDED OR LICENCED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAILSAFE CONTROLS INCLUDING WITHOT LIMITATION THE DESIGN,CONSTRUCTION MAINTENANCE AND OPERTAION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS AIR TRAFFIC CONTROL AND LIFE SUPPORT OR WEAPONS SYSTEMS. NDC CERTIFICATION SERVICES LTD SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
10.3 IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE PRODUCT,ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINTY (90) DAYS FROM THE DATE OF DELIVERY.
10.4 No oral or written information or advice given by NDC Certification Bureau Ltd, its dealers, distributors, Agents or employees shall create a warranty or in any way increase the scope of any warranty provided under this Agreement.
11. Exclusive Remedy Your exclusive remedy for breach of warranty is to return the product to the place You acquired it, with a copy of Your receipt and a description of the problem. If You report a breach of warranty to NDC Certification Bureau Ltd no more than thirty (30) days from the date of purchase, the NDC Certification Bureau Ltd will use reasonable commercial efforts to supply You with a replacement copy of the Product that substantially conforms to the documentation or refund You Your purchase price for the Product at its option. NDC Certification Bureau Ltd shall have no responsibility if the failure arises out of use of the Product with other than a recommended hardware configuration.
THIS IS THE SOLE AND EXCLUSIOVE REMEDY AVAILABLE TO YOU FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCT.
12. Limitation of Liability Except with regard to (i) breach of confidentiality and (ii) any cost associated with defence chosen by NDC Certification Bureau Ltd pursuant to Clause 13 “Indemnification” and (iii) settlement, to the infringed party, of an intellectual property rights claim or moral rights claim, liability shall be limited as follows:
12.1 NEITHER NDC Certification Bureau Ltd NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL,INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ( INCLUDING BUT NOT LIMITED TO.DANAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA. LOSS OF BUSINESS. LOSS OF PROFITS. BUSINESS INTERRUPTION OR SIMILAR DAMAGE). ARISING OUT OF THE USE OF OR THE INABILITY TO USE, THE PRODUCT AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT,BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ORTHERWISE, EVEN IF NDC CERTIFICATION SERVICES LTD OR REPRESETATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO FAILED ITS ESSENTIAL PURPOSE.
12.2 NDC Certification Bureau Ltd TOTAL LIABILITY FOR ACTUAL DAMAGES , FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUT PAID BY YOU FOR THE PRODUCT THAT CAUSED SUCH DAMAGE.
12.3 THE FOREGOING LIMITAIONS ON LIABILTY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF TIS AGREEMENT.
12.4 Force Majeure NDC Certification Bureau Ltd is not liable hereunder by reasons of failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, war, acts of terrorism, fires, flood, storm, explosions, earthquakes, acts of God, government action, labour conditions or any other cause beyond its reasonable control.
13 Indemnity You agree to hold NDC Certification Bureau Ltd harmless against, and at Your own expense handle and defend, any claim and defend any third party suit brought against You based upon an allegation that any software developed by You and included in the End User Software using the Product constitutes an infringement of any international patent or any copyright or other proprietary or intellectual property right. You shall pay all damages and costs awarded in such suit.
NDC Certification Bureau Ltd will indemnify , defend and hold You and/or Your and /or its affiliates and/or subsidiary companies harmless against any claims, legal action, losses and other expenses arising out of or in connection with any claims that the Product and/or related documentation infringes or violates any intellectual property rights of any third party (“Claim”). On the condition that You notifyNDC Certification Bureau Ltd promptly of the Claim and give NDC Certification Bureau Ltd sole control of the defence and negotiations for settlement or compromise. If you become, or may become, prohibited from continued use of the Product by reason of an actual or anticipated Claim, NDC CERTIFICATION SERVICES LTD will use its reasonable efforts to do the following: (i) obtain the right to use the Product, or (ii) replace or modify the Product so that it is no longer subject to the Claim, but performs the same functions in an equivalent manner.
In the event that NDC Certification Bureau Ltd determines, in its sole discretion, that neither (i) or (ii) is commercially reasonable NDC Certification Bureau Ltd shall refund pro-rata unused licence fees paid by you for Infringing Product.