Terms & Conditions

At Sandbox, our commitment to accountability is central to our vision. Our responsibility to act ethically & accountably  begins with each of us and is embedded in our core values, which guide the way we work together and with others. Value driven  business is a handshake with our clients.

  • Facebook
  • Twitter
  • LinkedIn
  • Instagram
Table1.jpg
Table2.jpg

Fundamental Principles

  1. All programs, meetings, sessions and other services must be supported with the duly completed & signed Client Order Form or “COF”

  2. Compliance to policy on "No PO- No Work" (No activity will be initiated before the purchase order/PO is received)

  3. Invoices terms & due dates must be honoured, we work on mutual respect & mutual value for people & effort.

SANDBOX CLIENT ORDER FORM TERMS AND CONDITIONS

The following terms and conditions apply to orders completed on a Client Order Form (“COF”)

General Terms and Conditions

1.Client Order Form. 

These General Terms and Conditions apply to any order placed via a Client Order Form (“COF”) executed by both Parties identified on the COF.  The COF, these General Terms and Conditions, and Product/Service Specific Terms and Conditions applicable to products and services (the “Services”) ordered under a COF collectively constitute the agreement between Sandbox and the Client.  Any changes to the Services must be agreed to in writing by both Parties as documented in a change order (“Change Orders”).

  1. Placing of Additional Orders.  The COF details the Services being purchased at the time the Parties execute the COF.  Unless otherwise stated on the COF, Client may place written orders for additional quantities of the Services during the Term (as defined below).  The Parties must sign a separate COF or other agreement for any service outside the scope of the COF.

  2. Nothing in the Agreement obligates Client to place, or Sandbox to accept, any additional orders. Upon Sandbox’s written confirmation of its receipt and acceptance of the order, the order will be binding and non-cancellable and non-refundable, and Sandbox will invoice Client for such Services.  Any orders will be governed by the Agreement.

2. Professional Fees and Expenses.

  1. Sandbox will invoice Client for, and Client will pay, the fees in the applicable COF (“Fees”).  Client will reimburse Sandbox for all engagement-related direct out-of-pocket expenses, including candidate and consultant travel, accommodation and meals, courier, shipping, reproduction, and video-conferencing (collectively “Expenses”) incurred in delivering the Services.  Unless otherwise set forth in the COF, Fees will be invoiced upon execution of the COF and Expenses will be invoiced as incurred.  All Fees are non-contingent, non-transferable, and non-refundable unless specifically stated otherwise in the COF.  Invoices are due upon Client’s receipt of the invoice.

  2. Unless otherwise required by law, Sandbox will assess a service charge of one and a half percent (1.5%) per month for past due amounts.  Invoices not objected to in writing within thirty (30) days of Client’s receipt will be deemed approved.

  3. Client will pay all reasonable attorneys’ fees and court costs Sandbox incurs in collecting undisputed Fees and Expenses.

  4. All Fees and Expenses will be invoiced and paid in the local currency of Sandbox or Sandbox’s Affiliate providing Services, or other mutually agreed upon currency, as identified on the COF.

  5. If Client’s internal policies require that a Purchase Order number appear on invoices, Client must provide the Purchase Order Number with or immediately after signing the COF. If a Purchase Order Number is required on an invoice, the requirement and number must be indicated on the COF.  If Client has not provided a Purchase Order Number within 10 business days of signature, Client will accelerate payment of any invoices delayed by Client’s failure to provide a Purchase Order Number by the same number of days as the delay.

3. Taxes.

  1. Client will be responsible for all applicable taxes (excluding taxes imposed on Sandbox’s net income) imposed by any taxing authority, whether designated as value-added (VAT), sales, use, or other similar taxes (“Transaction Taxes”), now in effect or hereafter imposed, resulting from the Fees. If Client is exempt from Transaction Taxes, Client must inform Sandbox of its exemption and provide to Sandbox complete and proper documentation evidencing the exemption.

  2. If Client is required by applicable law to deduct or withhold taxes from any payment due to Sandbox, Client will: (i) withhold the legally required amount from payment; (ii) remit the withheld tax to the applicable taxing authority; and (iii) promptly deliver to Sandbox original documentation or a certified copy evidencing remittance of withheld tax.  If Client does not provide evidence of payment of withheld taxes, Client will reimburse Sandbox for the tax withheld from payment to Sandbox.  Client will comply with all applicable income tax treaties and protocols in determining the amount of tax to withhold.

4. Term and Termination.

The Agreement begins on the Start Date and ends on the COF End Date unless otherwise terminated under this Section 4 (“Term”). Client is obligated to pay for Services rendered and any other Fees and Expenses that accrue up to and including the date of termination.  Either Party may terminate the Agreement immediately if: (a) a Party is in breach, the non-breaching Party has provided the breaching Party with a written notice and the breaching Party has failed to cure the breach within thirty (30) days of its receipt of notice; or (b) the other Party enters into bankruptcy proceedings, becomes insolvent, or there is an appointment of a receiver for the benefit of creditors, or cessation of business.  To the extent a COF does not have an End Date, the Services set forth in the COF will be subject to price renegotiation after 12 months.

5. Method of Performing Services; Responsibilities. 

Sandbox will perform the Services in a competent and professional manner and in accordance with generally acceptable industry standards.  Sandbox may remove and replace any Sandbox Employee performing the Services; any Sandbox Employee removed will be replaced by a Sandbox Employee of comparable training and experience.  Client will notify Sandbox in writing if Client determines, in compliance with all applicable laws, that a Sandbox Employee is not appropriate for the Services based on the Sandbox Employee’s skills, experience, or performance.  Sandbox will make a good faith determination whether replacement of the Sandbox Employee is reasonably required and commercially feasible.  Sandbox’s good faith determination will be final and binding on Client.  “Sandbox Employee” means a Sandbox employee, agent or independent contractor who is providing the Services.  Client will timely provide Sandbox with the documentation, information, access to its personnel and cooperation Sandbox reasonably requires to provide the Services.  The Services are not intended as a substitute for professional judgment.  Client will not use the Services, New Materials, or Sandbox Materials as the sole source for any decision relating to any of its employees or candidates, including reprimand, termination, compensation, employment status or work opportunities.

6. Representations and Warranties.

  1. Each Party represents and warrants that: (i) it is duly organised and validly existing under the laws of the jurisdiction of its incorporation or organisation and has full power and authority to perform all of its obligations under the Agreement; and (ii) any employee executing the Agreement on its behalf is duly recognised as authorised and empowered to bind the Party to the Agreement. (iii) Even if the employee ceases to be employed by the organisation or vacates his/her position subsequent to signing it is still in force.

  2. Client further represents and warrants that: (i) it has provided the required notices and obtained all necessary rights and consents to provide to Sandbox, or to permit Sandbox to collect on Client’s behalf, an individual’s Personal Data, for the purposes stated in the Agreement; and (ii) the transfer to, collection of, and use by Sandbox of Personal Data in accordance with the Agreement does not violate any applicable laws or any third-party rights. “Personal Data” means any information that Sandbox has access to, obtains, uses, maintains or otherwise handles in connection with the performance of the Services that identifies an individual or relates to an identifiable individual.

  3. EXCEPT AS PROVIDED IN THE AGREEMENT, SANDBOX DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Intellectual Property

  1. Client retains ownership of all materials, and the intellectual property rights in those materials, provided to Sandbox by or on behalf of Client (“Client Materials”).  Subject to Section 7.b., Client will also own copies of reports and analyses Sandbox delivers to Client under the Agreement (“New Materials”).  Client may use the New Materials in the form provided for its internal purposes only; Client may not use the New Materials for any other purpose or permit any other person, firm or entity to use the New Materials.​​

  2. The performance of the Services and creation of the New Materials will require the use of Sandbox Materials. “Sandbox Materials” include methodologies, pre-existing programs, instruments, models, proprietary information, patents, registered and unregistered trademarks, trade names, trade secrets, copyrights, prototypes, inventions, algorithms, designs, compilations, computer software programs, tools, databases, evaluation guides, report forms, scoring guides, scoring algorithms, scoring instructions, scoring software and norms.  Sandbox may customise, modify, translate, or expand Sandbox Materials to apply to Client’s unique requirements (collectively, a “Customisation”).  Any Customisation will be Sandbox Materials exclusive of any Client Materials included therein.  Sandbox owns Sandbox Materials at all times, and reserves all rights not expressly granted under the Agreement.  Except as set forth in applicable Product/Service Specific Terms, the Agreement will not be construed as a license to copy, modify, create derivative works from, publish, disclose or otherwise use Sandbox Materials.  Client will not download, copy, publish, disclose, create derivative works of, disassemble, decompile or otherwise attempt to reverse engineer Sandbox Materials, nor will Client permit any other person to do so.  Client will be liable for all violations of these restrictions by its employees, subcontractors, or agents.

  3. If a Customisation includes Client Materials, Client grants to Sandbox a non-exclusive, limited, non-transferable license to use the Client Materials solely to provide the Services.  Client represents and warrants that it has all the necessary rights to include the Client Materials in the Customisation.

  4. In the event third party vendors, partners or affiliates such as, but not limited to : event organisers & venues, production houses etc are required. They are prohibited from using any part of of Sandbox Materials as their own, in written , print or digital formats, for marketing or other purposes. It is further prohibited to claim credit or ownership of Sandbox Projects or Services internally or externally.

    • Example : Sandbox is Performance Partner for Culture Transformation & Value Integrations an event organiser is therefore prohibited from claiming it "Launched Values" and/or similar statements that misrepresent accreditation.   

8. Confidential Information.

  1. One Party (“Discloser”) may disclose Confidential Information to the other Party (“Recipient”) in connection with the Agreement.  “Confidential Information” means all oral or written information concerning the Discloser, including the Discloser’s business and business activities (past, present and future), financial information, technical information, customer information, intellectual property, methodologies, strategies, plans, documents, drawings, designs, tools, models, inventions, and patent disclosures, whether or not marked or identified as “confidential,” that may be obtained from any source as a result of the Agreement Confidential Information does not include information, technical data, or know-how that: (i) is or becomes a matter of public knowledge through no fault of Recipient; (ii) was lawfully in Recipient’s possession or known by it prior to its receipt from Discloser; (iii) was rightfully disclosed to Recipient by another person without restriction; (iv) Recipient independently develops without use of Discloser’s Confidential Information; or (v) Discloser approves in writing for release.

  2. Recipient will not use any Discloser Confidential Information for any purpose other than to perform its obligations under the Agreement.  Recipient will not disclose any Discloser Confidential Information to third parties or to its employees, other than employees or third parties who are required to have the Confidential Information to perform obligations under the Agreement and who are bound by confidentiality terms substantially similar to those in this Section 8.  Recipient and Discloser will each be responsible for any breach of the Agreement by its representatives.  Recipient will protect Confidential Information from disclosure to others using the same degree of care it uses to protect its own confidential information, but in any case, no less than a commercially reasonable degree of care.  If Recipient is required by law, regulations, or court order to disclose any of Discloser’s Confidential Information, Recipient, where legally allowed, will promptly notify Discloser in writing prior to making any disclosure.  Discloser may, at its sole expense, seek a protective order or other appropriate remedy from the proper authority.

  3. Services may include coaching services (“Coaching Services”) for specific individual(s) (each a “Coachee”).  Sandbox and the Coachee must have open and frank communications for the Coaching Services to be effective.  Communications between Sandbox and a Coachee will be, so far as is reasonably possible, confidential.  Sandbox will not be asked or allowed to disclose information provided to Sandbox in confidence by a Coachee, except information which Sandbox in good faith believes is in one of the following categories: (i) information that the Coachee or some other person is, has, or may become engaged in illegal activity; (ii) information that the Coachee or some other person  is, has, or may become a danger or health and safety risk to himself or herself or third persons; (iii) information that the Coachee authorises Sandbox to release; (iv) information that generally informs Client of the scope, nature and timing of any activity, the goals in the development and coaching plan for the Coaching Services, or the progress being made in attaining the established goals or as otherwise required in connection with the engagement; or (v) information that may have a material or adverse effect on Client, the Sandbox coach or Sandbox.  Sandbox and the Sandbox coach may obtain information from the Coachee’s supervisors, co-workers and other persons concerning the Coachee’s work performance.  This information, including the identity of any person providing the information, is and will remain so far as is reasonably possible confidential and neither Client nor the Coachee will have access to this information.  The Coachee will be advised of these coaching rules prior to participating in the coaching assignment.  If any information arising from the Coaching Services is required to be disclosed by any subpoena or other court order, under any applicable law or regulation, Sandbox will be entitled to make any required disclosure. Sandbox will undertake to notify Client or the Coachee prior to disclosing the Confidential Information, unless prohibited by the terms of the order or legal requirement.

  4. Nothing in the Agreement prohibits, or is intended in any manner to prohibit, Recipient from reporting possible violations of law or regulations to any governmental agency or entity, including the Department of Justice, the Securities and Exchange Commission, Congress, and any agency Inspector General, or making other disclosures that are protected under the whistle-blower provisions of federal law or regulations.  Recipient does not need Discloser’s prior authorisation to make any protected reports or disclosures; nor is Recipient required to notify Discloser that protected reports or disclosures have been made.  Without limiting the foregoing, nothing in the Agreement is intended to interfere with or restrain the immunity provided under 18 U.S.C. Section 1833(b) for confidential disclosures of trade secrets to government officials or lawyers, solely to report or investigate a suspected violation of law or included in a sealed filing in court or other proceeding.

  5. Upon Discloser’s written request, Recipient will destroy Discloser’s Confidential Information in its possession, but Recipient may: (i) retain copies of Confidential Information that it is required to retain by law or regulation; (ii) retain copies of its work product that contain Confidential Information for archival purposes or to defend its work product; and (iii) store copies made as part of routine back up of its information technology systems but the Confidential Information must continue to be handled in accordance with this Section 8.

 

9. Personal Data.

  1. Sandbox will not disclose to Client an individual’s item level responses to assessments and surveys or composite components and intermediate data points (e.g., intermediate numeric scores, ratings, evaluation guides, integration grids, or interview/simulation notes), including Personal Data, that Sandbox collects in providing the Services, and upon which the New Materials will be based (the “Raw Data”).  Sandbox will use Raw Data to provide the Services as specified in the Agreement or as otherwise instructed and permitted by Client. The Parties agree that the Services include archiving the Raw Data and using de-identified and aggregated Raw Data for research, studies, development, benchmarking, statistics, analytics, and to develop, improve, and enhance Sandbox’s products and services.  Any published end product will not identify, or include any results attributable to, Client or a specific individual.  Raw Data will be treated in accordance with Sandbox’s Global Privacy Policy, which is available on Sandbox’s website and incorporated into the Agreement by reference. Where legally allowed, Sandbox will promptly notify Client of any legally binding request from a law enforcement authority for disclosure of Personal Data before making any disclosure and will reject any non-legally binding requests.

  2. Where Sandbox processes Personal Data as a data processor, or equivalent under applicable data protection law, on Client’s behalf in its performance of the Services, the Privacy and Data Protection Terms (“DPE”) Exhibit A will apply.  Where the Parties process Personal Data as independent data controllers, or equivalent under applicable data protection law, the Parties will comply with applicable law and maintain adequate security controls relevant to the Personal Data processed.

10. Security.

Having regard to the available technology, cost of its implementation, the nature, scope, context and purposes of the Personal Data processing, and taking into account the harm that might result from accidental loss, destruction, disclosure or damage of Personal Data, Sandbox will implement appropriate technical and organisational measures designed to prevent any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data.

11. Indemnification.

  1. By Client.  Client will indemnify and defend Sandbox, its Affiliates, and their respective directors, officers, partners, employees, shareholders and agents and their respective successors and permitted assigns, from and against all third party suits, claims, actions, and proceedings and all related liabilities, losses, judgments, damages, costs and expenses (including interest, penalties, fines, legal fees and other litigation expenses) that are or are alleged to arise from: (i) Client’s decision to take any employment action with regard to any individual identified, evaluated, assessed, or coached by Sandbox; (ii) Sandbox’s use of Client Materials in accordance with the Agreement; or (iii) Client’s breach of its representations and warranties.

  2. By Sandbox.  Sandbox will indemnify and defend Client, its parent, Affiliates, and their respective directors, officers, partners, employees, shareholders and agents and their respective successors and permitted assigns, from and against all third party suits, claims, actions, and proceedings and all related liabilities, losses, judgments, damages, costs and expenses (including interest, penalties, fines, legal fees and other litigation expenses) that are or are alleged to arise from: (i) Sandbox’s gross negligence, wilful misconduct, or fraud; (ii) Sandbox’s breach of its representations and warranties; or (iii) intellectual property infringement.  Sandbox has no obligation regarding any infringement claim based upon services or materials which are modified, combined, operated, or used with any product, data, apparatus, software, or program not provided by Sandbox or authorised by Sandbox in writing, or which are a result of Client’s design specifications.  If an infringement claim is made relating to the New Materials, Sandbox Materials, or Services (the “Infringing Content”), Sandbox will: (w) procure for Client the right to continue to use the Infringing Content; (x) replace the Infringing Content with non-infringing materials; (y) modify the Infringing Content to make it non-infringing; or (z) terminate the Agreement and refund all pre-paid amounts paid by Client for which Client has not received Services.

 

12. Limitations of Liability. 

NEITHER PARTY WILL BE LIABLE TO ANY PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES OF ANY TYPE, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION, RELATING TO THE AGREEMENT.  SANDBOX’S MAXIMUM TOTAL LIABILITY FOR ANY CLAIMS RELATING TO THE AGREEMENT IS LIMITED TO THE FEES PAID OR PAYABLE BY CLIENT TO SANDBOX UNDER THE COF GIVING RISE TO THE LIABILITY.  THIS SECTION 12 APPLIES REGARDLESS OF THE LEGAL THEORY ASSERTED AND EVEN IF THE PARTY KNOWS THAT THESE DAMAGES MIGHT OCCUR.

13. Informal Dispute Resolution.  If a dispute related to the Agreement arises between the Parties (“Dispute”), either Party may provide written notice of the Dispute to the other Party.  The Parties will work in good faith to resolve the Dispute.  If the Dispute involves an invoice, Client will pay the non-disputed portions of the invoice in accordance with Section 2.

14. Relationship of the Parties. 

Sandbox is at all times an independent contractor.  Sandbox Employees remain in Sandbox’s employ and will not be deemed Client’s agents or employees.  Neither Party is authorised to bind or commit the other Party in any respect or to accept legal process on the other Party’s behalf.  Neither Party will be liable to any agent, subcontractor, supplier, employee, or customer of the other Party for any commission, compensation, remuneration, or similar benefit of any nature whatsoever.  The Agreement is not intended to, and does not, create or impose any fiduciary relationship between the Parties.

15. Sub processing. 

Client consents to, and authorises Sandbox’s use of sub processors, including Sandbox Affiliates, in connection with the provision of the Services.  Processing activities may include accessing, storing, handling or otherwise using Personal Data Sandbox remains responsible for the work and activities of its sub processors to the same extent Sandbox would be liable if performing the Services. Sandbox is responsible for all payments to its sub processors.  Sandbox has entered into a written agreement with sub processors containing equivalent data protection obligations as in the Agreement. Client will be deemed to have approved changes to sub processors where Sandbox notifies Client via the subscription service and no written objection is received from Client within fifteen (15) days of written notification.  If Client objects (on commercially reasonable grounds) in writing within fifteen (15) days of written notification, Sandbox may cease to provide or Client may agree not to use, on a temporary or on-going basis, the particular Service that would involve the use of the new sub processors. Suspension of Services or partial termination by either Party subject to this Section 15 will not be deemed a breach of the Agreement.  If the Standard Contractual Clauses, as defined in the DPE, apply, this Section 15 constitutes Client’s prior written consent pursuant to Clause 5(h) of the Standard Contractual Clauses.

16. Assignment; Subcontracting. 

Neither Party may sell, assign, or transfer the Agreement without the other Party’s written consent, but no consent is required if the assignment: (a) results from the assignor’s merger, consolidation, spin-off, split-off or acquisition but the assignment must be limited to the assignor’s survivor, subsidiary or successor; or (b) is to an Affiliate capable of performing the assignor’s duties and obligations under the Agreement.  Subject to the foregoing, the Agreement will inure to the benefit of and will be binding upon Sandbox, Client, and their respective successors and permitted assigns.  Sandbox will not subcontract the performance of Services without Client’s prior authorisation.  This provision applies to subcontractors engaged specifically to provide Services for Client.

 

17. Governing Law.

The Agreement will in all respects be governed by and construed in accordance with the laws of Sri Lanka, excluding any choice of law provisions and without effect to principles of conflicts of law, regardless of the place of making or performance.  Notwithstanding anything in the Agreement to the contrary, nothing in the Agreement requires Sandbox to do any act or refrain from doing any act which would result in Sandbox violating (or becoming subject to any penalty under) any laws to which it is subject.  

 

18. Notices. 

Any notice either Party is required or permitted to give under the Agreement must be in writing and will be deemed to have been received when personally delivered twenty-four (24) hours after it has been sent via overnight express courier or emailed. Or seventy-two (120) hours after it has been deposited in the Sri Lanka mail, registered or certified, properly addressed to the Party to whom it is intended at the address set forth on the COF or any other addresses that either Party may hereafter designate in writing.  

19. Non-Waiver.

A Party’s failure at any time to enforce any of the provisions of, or any right or remedy available to it under, the Agreement or at law or in equity, or to exercise any option provided, will not constitute a waiver of that provision, right, remedy or option or in any way affect the validity of the Agreement.  A Party’s waiver of any default by either Party will not be deemed a continuing waiver but will apply solely to the instance to which that waiver is directed.

20. Severability; Interpretation.

Every provision of the Agreement will be construed, to the extent possible, to be valid and enforceable.  If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, that provision will be deemed severed from the Agreement, and all other provisions will remain in full force and effect.

21. No Third-Party Beneficiary Rights. 

The Agreement is not intended to be for the benefit of any person other than Client and Sandbox.  No other person, including any candidates or prospective candidates, will be considered a third-party beneficiary of or otherwise entitled to any rights or benefits arising in connection with the Agreement.

22. Force Majeure.

Neither Party will be considered to be in default as a result of its delay or failure to perform its obligations under the Agreement when the delay or failure arises out of causes beyond that Party’s reasonable control.  Causes may include acts of God or a public enemy, acts of the state or the government in its sovereign or contractual capacity, fires, floods, epidemics, strikes, and unusually severe weather; in every case, delay or failure to perform must be beyond the reasonable control of and without the fault or negligence of the Party claiming a force majeure event to excuse its performance.

23.Entire Agreement; Conflicts.

The Agreement contains the entire agreement between the Parties regarding the subject matter hereof and supersedes any prior representations, advertisements, statements, proposals, negotiations, discussions, understandings, or agreements regarding the same subject matter.  The Parties will not be bound by any representation, promise, or condition not expressly set forth in the Agreement.  Pre-printed terms and conditions on any purchase order issued by Client, or terms and conditions included in Client’s vendor set up process, under the Agreement are superseded in their entirety by the Agreement and without force or effect, even if Sandbox signs the purchase order or acknowledges such terms to be set up as a vendor in Client’s systems and whether such signature or acknowledgement occurs prior to or after the execution of the Agreement.  Under no circumstances will Sandbox’s acknowledgement of any such terms be considered an amendment to the Agreement.  All purchase orders must include a reference to the Agreement.  Neither Party has been induced to enter into the Agreement by any representations or statements, oral or written, not expressly contained in the Agreement.  The Agreement may only be modified by the written agreement of both Parties.  Unless otherwise expressly provided in the COF, if there is a conflict or inconsistency between these General Terms and Conditions and any COF, or documents incorporated herein by reference, the order of precedence will be (a) the Product/Service Specific Terms and Conditions (but only as applied to the specific Product or Service, (b) these General Terms and Conditions, (c) the COF.

24. Compliance with Legal and Regulatory Requirements.

  1. Each Party represents and warrants that it:

  2. will comply with all applicable legal and regulatory requirements of any governmental or supranational body with jurisdiction over this Agreement or either Party, which include: (a) information privacy and data protection laws and regulations relating to the protection, disclosure and use of individuals' personal data such as the General Data Protection Regulation (GDPR) and other laws and regulations that mandate the protection of personal data; (b) anti-bribery, anti-corruption, and anti-money laundering laws and regulations, and (c) international trade laws and regulations, including those of the US, EU, UK, UN and any other governmental or supranational body with jurisdiction over the Agreement or either party (“Sanctions”);

ii. is not a target of Sanctions.

iii. is not owned or controlled by any person or entity that is a target of Sanctions; and

iv. is not located or organised in or owned or controlled by persons or entities in a jurisdiction that is a target of Sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea Region of the Ukraine) (“Sanctioned Jurisdiction”).

  1. Client further represents and warrants that it will not transfer, provide access, or use the Services or work product (including tools and intellectual property) to or for the benefit of any Specially Designated National and Blocked Person, to or in any Sanctioned Jurisdiction, or to any other party if such transfer, access, or use would constitute a violation of Sanctions.

  2. Any order from a client that is subject to Sanctions or located in a Sanctioned Jurisdiction is deemed declined and void at inception if Sandbox’s fulfilment of such order would violate applicable Sanctions.  Any breach of this Section 24, including if a Client becomes subject to Sanctions, is a material breach of the Agreement and grounds for immediate termination by Sandbox.

25. Miscellaneous.

No provision of the Agreement will be construed against or interpreted to the disadvantage of any Party because that Party has or is deemed to have drafted the provision.  All section headings and captions are for the Parties’ convenience only, are not part of the text, and will not be deemed in any way to limit or affect the meaning of the Agreement.  When used in the Agreement, “including” means “including without limitation.”  Sandbox may orally refer to Client as a customer in sales presentations and activities. Sandbox may refer to Client as a customer in written sales presentations and marketing vehicles, unless expressly instructed not to in writing. Client will make reasonable efforts to provide product feedback on the Services, participate in Client’s success story on Sandbox’s website and provide quote for services that may be featured together with logo and corporate name in marketing materials. References to written orders include orders made via email.  The Parties may execute a COF in any number of counterpart copies, which may be delivered by PDF or other electronic means, each of which will be deemed an original, but which taken together constitute a single instrument.  Except as expressly provided in the Agreement, all remedies available to either Party for breach of the Agreement or at law or in equity are cumulative and may be exercised concurrently or separately.  Those sections of the Agreement that are intended by their nature to survive termination or expiration of the Agreement will survive.

2.SANDBOX PRODUCT/SERVICE SPECIFIC TERMS AND CONDITIONS

The following Product/Service Specific Terms and Conditions apply to orders completed on a Client Order Form (“COF”) on or after March 1st, 2022.

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 “IP Program Materials”, “ILT”(Instructor-Led Training) , “eLearning” or “Digital”, “Blended” “ILE”(Integrated Learning Environment), Facilitation or Consulting, the following additional terms and conditions apply:

1. Definitions.

  1. “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 Sandbox or its subsidiaries or affiliates.

  2. “Participant” an Employee for whom Client has purchased a license/seat/program to receive training.

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

  4. “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.

  5. “Service Support Level” means the Service Support Level for the Service, where applicable.

2. License and License Fee. 

Sandbox 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 Sandbox upon Sandbox’s delivery of Program Materials to Client.

3. Reproduction License: 

Where Sandbox provides digital versions of Program Materials to Client for printing, Sandbox 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 Sandbox or destroy, at Sandbox’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; Sandbox 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.  Sandbox does not guarantee that the Program Materials will work with all LMS systems.

5. Access to Integrated Learning Experience (“ILE”) Programs or Sandbox 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. 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.  Sandbox 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 where applicable.  Sandbox will quote rush fees to Client and will not proceed with the order until Client has agreed to the rush fees in writing.   Upon Sandbox’s written confirmation of its receipt and acceptance of the order, the order will be binding and non-cancellable and non-refundable, and Sandbox will invoice Client for such Services.  Any orders will be governed by the Agreement.

9. Rescheduling 

Sandbox will schedule and commit personnel and resources to provide the Services.  Sandbox understands that Client’s business conditions may change; however, rescheduling on short notice impacts Sandbox’s business and its ability to provide outstanding service to all of its customers.  Client may reschedule 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 Sandbox’s losses as a result of such rescheduling and are reflective of the value of the lost bookings for Sandbox 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 Sandbox with documentation, information, or access to its personnel that impacts Sandbox’s ability to meet the completion date or Client otherwise delays the completion date, Sandbox reserves the right to charge Client a rescheduling fee as set forth below.

  1. If rescheduling 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.

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

 

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

3.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.

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

  2. “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 Sandbox or its subsidiaries, or affiliates.

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

d. “Service Support Level” means the Service Support Level for the Service, where applicable. 

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 utilised 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 Sandbox 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.

4.Consulting Services

If the COF includes Consulting Services, the following additional terms and conditions apply to those Services, in addition to the General Terms and Conditions:

1. Rescheduling. 

Sandbox will schedule and commit personnel and resources to provide the Services.  Sandbox understands that Client’s business conditions may change; however, rescheduling on short notice impacts Sandbox’s business and its ability to provide outstanding service to all of its customers.  Client may reschedule 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 Sandbox’s losses as a result of such rescheduling and are reflective of the value of the lost bookings for Sandbox 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 Sandbox with documentation, information, or access to its personnel that impacts Sandbox’s ability to meet the completion date or Client otherwise delays the completion date, Sandbox reserves the right to charge Client a rescheduling fee as set forth below.

a.  If rescheduling 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.

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

 

 

 

 

 

 

 

 

 

 

 

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

5.Train the Trainer Services

If the COF includes Train the Trainer Services, the following additional terms and conditions apply to those Services, in addition to the General Terms and Conditions:

1. Client’s internal, employee trainer candidates must successfully complete the certification process before they are certified to present the training to your participants (“Certified Client Facilitators”). If Client’s internal, employee trainer candidates do not meet the certification requirements, Sandbox’s master trainer will provide a follow up plan for final certification of the internal trainers requiring additional support.

2. Client understands and acknowledges that Certified Client Facilitators may only train Client’s employees in connection with Certified Client Facilitator’s current employment, and may not utilise the trainings, work product or methodologies in conjunction with any consulting or training services outside of their employment with Client. Client also agrees to pay the applicable fees for each Participant who attends a training session conducted by Certified Client Facilitators and provide each Participant with appropriate Participant materials, which may not be modified, translated or otherwise used to create derivative works. Further, Certified Client Facilitators may not certify others as instructors in their organisation.

 

 

Please Contact Sandbox on support@sandbox.lk for any inquiries regarding the above.