Effective: September  15, 2022.

NOTICE: The purchase of any Products or Services by Buyer is expressly limited to and governed by these Terms and Conditions. These Terms and Conditions are incorporated into and made a material part of any purchase order issued by Seller. Any acceptance of Seller’s offer is expressly limited to acceptance of these Terms and Conditions. Buyer expressly objects to and rejects any additional or different terms or conditions proposed by Seller. No Buyer terms or conditions shall become part of the parties’ agreement or shall modify these Terms and Conditions, even if signed by a representative of Seller, nor shall any course of performance, course of dealing, or usage of trade operate as a modification or waiver of these Terms and Conditions. By accepting any purchase order from Seller, issuing an order acknowledgement or confirmation, or commencing to perform under Seller’s purchase order, Buyer accepts and assents to these Terms and Conditions. Seller acknowledges that these Terms and Conditions apply to all purchases by Buyer and any of its affiliates. If Buyer do not agree to these terms and conditions Buyer must cease to continue to purchase any Services from us.

1.1  “Seller” means ELDAPT Instructure the entity providing Products to or performing Services for Buyer under the Contract (hereinafter referred to as “ELDAPT Instructure”, “we” or “us” or “our”) based on Malaysia with registered number AS0435842-K.

1.2  “Buyer” means parties who accepts a quotation or offer of the Seller for the sale of the Goods and supply of the Services, or whose order for the Goods and Services is accepted by the Buyer (hereinafter referred to as “you”).

1.3  “Contract” means the purchase order issued by Buyer (including any ancillary documents provided by Buyer) and these Terms and Conditions. In the event of any conflict, the Terms and Conditions shall take precedence over other documents included in the Contract.

1.4  “Services” means the services Buyer has requested and Seller has agreed to perform for Buyer under the Contract.

1.5  “Product” means the final outcomes of Service which the Seller is to supply in accordance with these Terms and Conditions.

1.6  “Terms and Conditions” means these General Terms and Conditions for the Purchase of Products or Services, together with any modifications or additional provisions specifically stated in Buyer’s purchase order or specifically agreed upon by Buyer in writing.

1.7  “Confidential Information” means information provided by one party to the other in written, graphic, recorded, machine readable or other form concerning the business, clients, suppliers, finances and other areas of the other party’s business or products, including, without limitation, the Training Materials.

1.8  “Delivery Date” means the date on which the Service are to be delivered as stipulated in the Buyer’s order and accepted by the Seller.

1.9  “Commencement Date” means the date for the Contract as set out in the specified schedule.

1.10  “Business Days” means any day other than a Saturday, Sunday or bank holiday.

1.11   “Fees” means the fees paid by Buyer to Seller for the Services.

1.12  “Intellectual Property Rights” means copyright, rights in or relating to databases, patent rights, performers’ rights, designs and registered designs, trademarks, rights in or relating to Confidential Information and other intellectual property rights (registered or unregistered) throughout the world.

1.13  “Website” means www.eldaptinstructure.com operated by ELDAPT Instructure.

1.14  “ILT” means Instructor Led Training.

2. Service

2.1  We guarantee to perform all elements of the Services in accordance with these Terms, the Contract and Good Industry Practice.

2.2 We shall ensure that in providing the Services it shall at all times comply with all applicable legislation including, without limitation, all legislation relating to consumer protection, and data protection.

2.3  Our employees or agents are not authorised to make any representations concerning the Services unless confirmed by the Seller in writing. In entering into the Contract, the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

2.4  No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.

2.5  Sales literature, price lists and other documents issued by the Seller in relation to the Services are subject to alteration without notice and do not constitute offers to sell the Services which are capable of acceptance.

2.6  No contract for the sale of the Services shall be binding on the Seller unless the Seller has issued a quotation which is expressed to be an offer to sell the Services or has accepted an order placed by the Buyer by whichever is the earlier of:

                        I.         the Seller’s written acceptance;

                      II.         delivery of the Services;

                    III.         provision of the Services; or

                    IV.         the Seller’s invoice.

2.7  Any typographical errors or other accidental error in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by us shall be subjected to correction without any liability on the of part Seller.

2.8  No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative.

2.9  Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Seller are intended as a guide only and shall not be binding on the Seller.

2.10 We reserve the right to make any changes in the specification of the Service which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Service are to be supplied to the Buyer specification, which do not materially affect their quality or performance.

2.11 With effect from the Commencement Date, the Seller shall, in consideration of the price being paid in accordance with Clauses and will provide the Services expressly identified in the quotation or specified schedule.

3. Purchasing

3.1 When you place an order for a Service, you are offering to purchase the Services on these terms and conditions.  ELDAPT Instructure reserves the right to cancel or decline your order or any part of your order at any time until it has been confirmed in accordance with clause 3.3

3.2  Following receipt by us of your order for Services via telephone or mail, we will contact you confirming receipt of your order. 

3.3  A legally binding agreement between EDLAPT Instructure and Buyer shall come into existence when we have:

a)     accepted Buyer offer to purchase Services from us by sending you an email/document confirming the purchase which will provide Buyer; and

b)    received from Buyer either

                                 I.         the entire fees in cleared funds, if Buyer choose to pay for the Service with a one-off lump-sum payment in accordance with Clause 5.5 (a); or

                               II.         the first instalment of the Service in cleared funds, if Buyer choose to pay for the Service in instalments in accordance with Clause 5.5(b).

c)     received payment of the relevant Fees from Buyer in accordance with clause 5. 

3.4  The receipt of the Service is/are personal to Buyer and, unless otherwise agreed by us pursuant to Additional Terms and Conditions, Buyer may not share or transfer your purchase rights to any other.

3.5  Where Buyer order consists of multiple Services, each individual Service will be treated by us as a separate offer to purchase.  Acceptance of Buyer offer to buy one or more Service will not be acceptance by us of Buyer offer to purchase any other Service which make up Buyer order.

4. Price

4.1 The fees of the Services shall be the price listed in our quotation current at the date of acceptance of the Buyer’s order or such other price as may be agreed in writing by us and Buyers.

4.2   Our quoted price/fees for the Service will be valid for 30 (Thirty) days only or such lesser time as we may specify.

4.3  We reserve the right, by giving written notice to the Buyer at any time before delivery or provision, to increase the price/fees of the Services to reflect any increase in the cost which is due to any factor beyond the control of the Seller (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, a significant increase in the costs of labour, materials or other costs of developer), any change in delivery dates, quantities or specifications for the Services which are requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give us adequate information or instructions.

4.4  Except as otherwise stated under the terms of any quotation or specified schedule or in any price/fees list of the Seller, and unless otherwise agreed in writing between the Buyer and the Seller, all prices/fees are inclusive of the Seller’s charges for design, develop and deliver.

4.5  All prices/fees are either payable in US Dollar ($) or Malaysian Ringgit (MYR). The price is exclusive of any applicable value-added tax, excise, sales taxes or levies of a similar nature which is imposed or charged by any competent fiscal authority in respect of the Goods and Services, which the Buyer shall be additionally liable to pay to us.

4.6  Any currency conversion costs or other charges incurred in making a payment shall be borne by Buyer, and shall not be deductible from the amounts due from us. We have no control over the additional costs (conversion rate) that Buyer’s financial institution imposes.

5. Payment

5.1  The Buyer shall pay the price/fees of the Services (less any discount or credit allowed by the us, but without any other deduction, credit or set off) within 14 (Fourteen) Business Days of the date of our invoice or otherwise in accordance with such credit terms as may have been agreed in writing between the Buyer and the us in respect of the Contract.

5.2  Payment shall be made on the due date notwithstanding that delivery or provision may not have taken place and/or that the property in the Service has not passed to the Buyer. The time for the payment of the price/fees shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

5.3  All payments shall be made as indicated on the form of acceptance or invoice issued by the us.

5.4   We are not obliged to accept orders from any Buyer who has not supplied us with payment satisfactory. If at any time we not satisfied as to the creditworthiness of the Buyer. it may give notice in writing to the Buyer that no further credit will be allowed to the Buyer in which event no further goods or services will be delivered or provided to the Buyer other than against cash payment and notwithstanding sub-Clause 5.1 & 5.2 of these conditions, all amounts owing by the Buyer to us shall be immediately payable in cash.

5.5  Unless otherwise specified in respect of a particular Services, the Services is payable either:

a) with a one-off lump-sum payment, payable with Buyer purchase offer; or

b) in instalments, with payments being due at certain times over a set period of time, as specified on the Website and/or in a Brochure and/or as notified to Buyer by our customer services representative, with the first 80% instalment being payable with Buyer purchase offer.  Subsequent instalments will be paid by online transfer or automatically deducted from debit/credit card prior the service delivery.

5.6  The total amount paid for any Services may differ depending on whether the price is paid for with a one-off lump sum payment or in instalments.

5.7  Where the price is paid for:

a) with a one-off lump sum payment, payments will be accepted by:

                                 I.         Stripe;

                              II.         credit card (including Visa, MasterCard and American Express) or debit card (including Visa Electron, Delta and Maestro); or

                       III.         bank transfer, which will need to be arranged directly with us over the telephone (please see the contact page for contact details at www.eldaptinstructure.com  or by e-mail at admin@eldaptinstructure.com; or

b) in instalments, payments will be accepted by credit card (including Visa, MasterCard and American Express) or debit card (including Visa Electron, Delta and Maestro and bank transfer.

5.8  By choosing to pay the Fee in instalments in accordance with Clause 5.5(b), the Buyer agrees that:

a) it is Buyer's responsibility to ensure that the instalment payments are made on the due dates;

b) we and/or its service providers are authorised to collect the instalment payments from the debit/credit card Buyer used to pay for the first instalment when such instalments become due and payable; 

c) Buyer will inform us by email at admin@eldaptinstructure.com if Buyer changes their debit/credit card or if their debit/credit card expires or is no longer valid prior to Buyer next instalment becoming due and payable;

d) any failure to make payment of an instalment when due and payable constitutes a breach of the Contract and:

                                          I.         unless otherwise agreed in writing by us, will result Buyer losing the right to pay by instalments and all outstanding instalment amounts will become immediately due and payable; and

                                        II.         without prejudice to any other rights it may have, we may suspend or cancel Buyer access to the Service until the remaining instalment amounts are paid in full;  

5.9  The option of paying the price/fees in instalments is offered subject to availability. Acceptance of Buyer offer to purchase the Service and pay the price/fees by instalments is at the sole discretion of ELDAPT Instructure.  We may withdraw the option of paying the price/fees in instalments at any time at its sole discretion. Any such withdrawal shall not affect customers who have already purchased the Service and are paying the price/fees in instalments at the date of such withdrawal.

6. Delivery

6.1 Delivery of the Service shall be made by the Seller delivering the Service to the place specified in the quotation or specified schedule or, if no place of delivery is so specified, by the Buyer collecting the Product at our premises at any time after we have notified Buyer that the Service are ready for collection.

6.2  The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by us in writing. The Service may be delivered by us in advance of the Delivery Date upon giving reasonable notice to the Buyer.

6.3 In the event if Seller failed to deliver the Product per Contract within a reasonable time upon written notice to ELDAPT Instructure, Buyer may demand delivery within a reasonable period thereafter, failing which Buyer may be entitled to terminate the Contract and claim a refund for undelivered Product.

6.4  If howsoever the Product is delivered to Buyer upon Buyer receipt of any refund as mentioned in Clause 6.3, Buyer shall immediately notify ELDAPT Instructure and deliver the Product to Seller, failing which Seller may take appropriate legal recourse against Buyer for the Product including associated costs, fees and expenses.

6.5  If the Buyer fails to take delivery of the Product or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Service to be delivered on that date, we shall be entitled upon giving written notice to the Buyer to store or arrange for the storage of the product and then notwithstanding the provisions of Clause 7 risk in the Product shall pass to the Buyer.

7. Risk & Retention of Title

7.1 1.1  The risk of product loss or damage shall pass to Buyer at:

a) in the case of Product to be delivered at our premises, the time when we notify the Buyer that the Product are available for collection;

b) in the case of Product being installed by us, the time that we notify the Buyer that the installation is complete.

7.2  Notwithstanding delivery and the passing of risk in the Product, or any other provision of these Terms and Conditions, legal and beneficial title to the Product shall not pass to the Buyer until we receive in cash or cleared funds payment in full of the price of the Product.

7.3  Sub-Clause 7.2 notwithstanding, legal and beneficial title of the Product shall not pass to the Buyer until we have received in cash or cleared funds payment in full of the price of the Product and any other goods supplied by us and the Buyer has repaid all money owed to us, regardless of how such indebtedness arose.

8. Defective Product

8.1   If on delivery any of the Product are defective in any features respect and either the Buyer lawfully refuses delivery of the defective Product or, if they are signed for on delivery as “condition and contents unknown” the Buyer gives written notice (Inspection Notice) of such defect to the Supplier within 7 (Seven) Business Days of such delivery, the Seller shall at its option:

a) replace the defective Product within 14 (Fourteen) Business Days of receiving the Buyer notice; or

b) refund to the Buyer the price for those Products (or parts thereof, as appropriate) which are defective; but we shall have no further liability to the Buyer in respect thereof and the Buyer may not reject the Product if delivery is not refused or notice given by the Buyer as set out above.

8.2  No Product may be returned to us without the prior agreement in writing of us. Subject thereto any Product returned which we are satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at our sole discretion we shall refund or credit to the Buyer the price of such defective Product but the we shall have no further liability to the Buyer.

8.3  We shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow our instructions (whether given orally or in writing), misuse or alteration of the Goods without the Supplier’s prior approval, or any other act or omission on the part of the Customer or Reseller, its employees or agents or any third party.

8.4  Buyer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Product are contained in the packaging or labelling of the Products.

8.5  Any use or sale of the Product by the Buyer is in compliance with all applicable statutory requirements and that handling and sale of the Product by the Buyer is carried out in accordance with directions given by the Supplier or any competent governmental or regulatory authority and the Buyer will indemnify the Seller against any liability loss or damage which the Seller might suffer as a result of the Buyer failure to comply with this condition.

9. Refund

9.1  Unless otherwise notified to the contrary in writing by Buyer to Us within 14 (Fourteen) Business days from the delivery of Product or issuance of the confirmation of delivery, the Product shall be deemed to have been accepted by Buyer as being in good condition and in accordance with the Contract.

9.2  Products sold on Website are not refundable. However subject to these Conditions, Buyer may initiate a refund by communicating in writing with ELDAPT Instructure as applicable in the following circumstances;

                        I.         Product received by Buyer is not in accordance with Contract (i.e., incomplete, or not according to the specification ordered by Buyer); or

                      II.         Undelivered Product by Seller pursuant to Clause 6.3.

9.3  ELDAPT Instructure reserve the right to refuse any claims and refund if;

                        I.         Buyer changed mind about the Service has taken;

                      II.         Buyer purchased Products by mistake;

                    III.         Buyer does not have the expertise to use Products; or

                    IV.         The defect of the Product is the result of;

a) Improper use or mismanagement by Buyer;

b) Modification of Product not authorised by ELDAPT Instructure;

c) Buyer fails to comply with any terms of these Conditions.

9.4  The refund amount will be the price which the Buyer paid for the products, less a handling charge of ten per cent (10%) of the price.

9.5  If we decided to refund, any payment made to you will be made in the currency ELDAPT Instructure offered to Buyer when making the purchase (either US Dollar or Malaysian Ringgit), under the rules of the currency conversion costs (see Clause 4.6).

9.6  Before you purchase our solutions/ service pack, it is your responsibility to ensure that the Service is right for you. Our website displays all the relevant information on all of the Services, including features and kindly note by not having access to a demo will not give rights for cancellation.

10. Liability

10.1   We will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of the Contract (or these Terms and Conditions), be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our employees or agents or otherwise) which arise out of or in connection with the supply of the Product and Services.

10.2  The Buyer shall indemnify the Seller against all damages, costs, claims and expenses suffered by arising from loss or damage to any equipment (including that of third parties) caused by the Buyer, its agents or employees.

10.3  We shall not be liable to the Buyer or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of our obligations if the delay or failure was due to any cause beyond our reasonable control.

10.4  We shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

11. Intellectual Property

11.1  Each party shall continue to own the Intellectual Property Rights in all documents, goods and services owned by that party prior to the date of the Contract.

11.2  So far as is required for the completion of the Contract the party owning such Intellectual Property Rights shall grant to the other a royalty-free, non-exclusive, non-assignable licence that will terminate on the termination of the Contract.

11.3  We shall own the Intellectual Property Rights in all documents, Products and Services created by it during the course of the Contract.

11.4  Buyer acknowledges and agrees that where Services comprise or include software and programming, copyright and any other intellectual property rights in the information, software and material therein and in their arrangement and programming, is owned by us or used under licence from third party copyright owners.

11.5  We grant the Buyer a royalty - free, non-exclusive, non-assignable licence to use any software for the explicit purposes of operating Product supplied under this Contract.

12. Confidentiality

12.1  Each Party undertakes that, except as provided by sub-Clause 11.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of the Contract and for 6 months after its termination:

a) keep confidential all Confidential Information;

b) not disclose any Confidential Information to any other person;

c) not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions and the Contract;

d) not make any copies of, record in any way or part with possession of any Confidential Information; and

e) ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-clauses 11.1(a) to 11.1(e) above.

12.2  Either Party may:

a) disclose any Confidential Information to:

                                          I.         any sub-contractor or supplier of that Party;

                                        II.         any governmental or other authority or regulatory body; or

                                      III.         any employee or officer of that Party or of any of the aforementioned persons, parties or bodies; to such extent only as is necessary for the purposes contemplated by these Terms and Conditions and the Contract, or as required by law, and in each case subject to that Party first informing the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 11.2a(II) above or any employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause 11, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.

12.3  This clause shall continue notwithstanding termination of these terms and conditions.

13. Force Mojeure

13.1 Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

14. Severance

14.1  The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract). The remainder of these and the Contract shall be valid and enforceable.

15. Data Protection

15.1  The nature of the Services provided by us means that we will obtain, use and disclose (together "Use") certain information about you ("Data"). This statement sets out the principles governing our Use of Data. By purchasing the Services you agree to this Use.

15.2   When you register with us you will need to provide certain Data such as your contact details and demographic information. We will store this Data and use it to contact you, provide you with details of the Services you have purchased and otherwise as required during the normal provision of the course.

15.3   We may also use the above Data, and similar Data you provide us in response to surveys, to aggregate user profiles and, unless you click on the relevant button on the Registration Form, provide you with communications. We will not pass any personal data onto anyone outside of our management.

15.4  Our products may link to third party websites and we are not responsible for their data policies or procedures or their content.

15.5  We endeavour to take all reasonable steps to protect your personal Data including the use of encryption technology, but cannot guarantee the security of any Data you disclose. You accept the inherent security implications of being and transacting on-line over the internet and will not hold us responsible for any breach of security.

15.6  We may supplement the information that you provide with information we receive from third parties, such as exam registration bodies or your employer.

15.7  If you wish to change or update the data we hold about you, please e-mail admin@eldaptinstructure.com.

16. Assignment

16.1  Any Services provided by us under these terms and conditions are personal to you and cannot be transferred or assigned to any other person. We shall be entitled to assign these terms and conditions to any other company without prior notice to you.

17. Entire Agreement

16.1  These terms and conditions, together with the Website Disclaimer and Course Specific Terms and Conditions are the entire agreement between the parties and supersede any prior agreements and arrangements, whether written or oral. You confirm that you have not relied on any representations in entering into these and any other terms and conditions with us.  Nothing in this clause or terms and conditions shall limit liability for any fraudulent misrepresentation.

18. Complains

18.1  Complaints about a breach of these rules and Terms and Conditions Agreement should be made by e-mail to admin@eldaptinstructure.com