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Standard Terms and Conditions relating to the Purchase and Use of Products
1.1 “Accepted Order” means orders for the Products accepted by Supplier pursuant to the binding contract formed between the Supplier and the Customer under clauses 2.2 and 2.3; “Agreement” means these terms and conditions for the purchase and use of the Products together with an Accepted Order and any Quotation; “Controllers” means the Supplier and its third party IP licensor which, determine the manner in which any Personal Data is processed; “Customer” means the company, organisations or institutions which purchase the Products, as detailed in the Order Form or Quotation; “Data Protection Laws” means the Regulation and all other applicable data protection laws, regulations and provisions relating to Processing; “Order Form” means the order form submitted by the Customer on the Platform to purchase the Products; “Personnel” means any officers, directors, employees, agents, consultants or subcontractors of the Supplier or the Customer; “Personal Data” has the meaning set out in the Regulation; “Platform” means the website praxislean.co.uk through which the Customer purchases and uses the Products; “Price” means the amount specified for the Products as specified on the website or the Quotation; “Processing” has the meaning set out in the Regulation and references to “Processed” shall be construed accordingly; “Products” means the online e learning course and materials relating to training in Laboratory Skills as purchased by the Customer through the Platform; “Quotation” means a quotation sent by the Supplier to the Customer in the case of requests for bulk or non-standard use of the Products by its Registered User(s); “Registered User(s)” means the individual(s) designated by the Customer to use the Products; “Regulation” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (United Kingdom General Data Protection Regulation), as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018; “Special Category Data” has the meaning set out in the Regulation; and “Supplier” means Learning Science Limited, a company organised and incorporated under the laws of England and Wales, with company number 06181843 and registered office at 3 Orchard Court, St. Augustine’s Yard, Bristol BS1 5DP.
1.2 The Agreement between the Supplier and the Customer shall be on the terms and conditions set out herein (and where applicable the Quotation provided by the Supplier), whether or not the same are endorsed upon, delivered with or referred to in any purchase order or other document delivered or sent by the Customer to the Supplier.
2. Basis of Agreement
2.1 By submitting an Order Form, the Customer agrees to be bound by this Agreement.
2.2 Subject to clause 2.3, a binding contract is formed between the Customer and the Supplier when the Customer completes the Order Form and pays the Price on the Platform.
2.3 In the event the Supplier issues a Quotation to the Customer prior to the purchase of the Products, a binding contract between the Customer and the Supplier is formed upon the Supplier’s receipt of the Quotation as signed by the Customer, without amendment. Unless otherwise stated, any Quotation is valid for a period of one (1) calendar month from the date of issue, provided that it is not withdrawn earlier by the Supplier.
3. Customer Obligations
3.1 Customer is responsible for all activities conducted under its and its Registered User(s) logins to the Platform.
3.2 Customer shall not: (i) resell, sub-licence, rent, sell, lease, pledge, assign, or otherwise transfer, or encumber rights in the products or the Platform to anyone other than its Registered User(s); (ii) send or store infringing or unlawful material in connection with its use of the Products or the Platform; (iii) knowingly send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs to the Platform; (iv) modify, disassemble, reverse engineer, copy or create derivative works based on the Products, or any part thereof; (v) delete, alter, add to or fail to reproduce the name of the Supplier or its third party IP licensor in any copyright or other notices appearing in or on the Products at any time; or (vi) use any data accessed via the Products for illegal purposes, including infringing intellectual property rights of the Supplier or of its third party IP licensor.
3.3 The Customer shall be solely responsible for: (i) ensuring that its computer system meets all relevant technical specifications necessary to use the Products; and (ii) all problems, conditions, delays and/or failures arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
3.4 The Customer undertakes to ensure that: (i) it and each Registered User(s) use the Products only for its own internal training activities; and (ii) each Registered User(s) shall be a named individual with a unique email address. Customer shall ensure that a Registered User(s) log in credentials for the Products are not shared with any third party, including any of Customer’s other personnel.
4. Price and Payment
4.1 Unless the Customer has been provided with a Quotation, the Price is payable through the Platform at the time of submission of the Order Form.
4.2 The Customer shall pay the Price in Pounds Sterling (GBP£) to the Supplier either by: (i) credit or debit card through the payment portal on the Platform at the time of purchase of the Products; or (ii) in the event that the Supplier issues a Quotation to the Customer, within twenty-eight (28) calendar days via the bank details specified by the Supplier (“Payment Due Date”).
4.3 Unless expressly stated otherwise, the Price is exclusive of VAT which shall be charged at the rate and in the manner prescribed by law from time to time.
4.4 Debt recovery costs and interest on overdue payments shall accrue on any unpaid amounts from the Payment Due Date to the maximum extent permitted by the Late Payment of Commercial Debts (Interest) Act 1998 and Late Payment of Commercial Debt Regulations 2002 or such other similar laws that may be applicable.
4.5 Without prejudice to any other rights and remedies available to the Supplier, the Supplier without liability may cancel this Agreement with immediate effect in the event the Customer fails to pay the Price by the Payment Due Date.
5. Liability and Indemnity
5.1 Except to the extent that the Supplier and its Personnel can be shown to have been negligent in the provision of the Products, the Supplier accepts no responsibility for either the Customer’s and its Registered User(s) use of the Products or any information or advice contained within the Products.
5.2 For the avoidance of doubt the Customer and its Registered User(s) agree to implement any knowledge gained by the Customer and its Registered User(s) in connection with its use of the Products at their sole risk.
5.3 ALL PRODUCTS AND ANY OTHER ITEMS DELIVERED UNDER THE AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY OTHER WARRANTIES (INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT), WHETHER EXPRESS, IMPLIED, ARISING BY STATUTE, CUSTOM, USAGE OR TRADE, AS TO THE PRODUCTS OR ANY OTHER ITEMS DELIVERED UNDER THE AGREEMENT ARE HEREBY EXPRESSLY DISCLAIMED AS FAR AS PERMISSIBLE UNDER APPLICABLE LAW.
5.4 The aggregate liability of the Supplier under this Agreement shall be limited to the value of the total Price paid by the Customer and the Customer shall have a duty to mitigate any loss suffered by it pursuant hereto. In no event shall the Supplier or the Supplier’s third party IP licensor be liable for: (a) interruption of use or loss; (b) loss of profits, loss of business or sales, contracts or agreements, revenue or loss of anticipated savings or depletion of goodwill; (c) loss or corruption of data, software or information (d) any third party claims; or (e) or any special, incidental, indirect or consequential loss or damage, which arise out of or in connection with this Agreement, whether or not the Customer has been advised of the possibility of such damage. Nothing in this Agreement shall exclude or limit the Supplier’s liability for: (a) death or personal injury caused by the negligence of the Supplier or its Personnel; or (b) fraud or fraudulent misrepresentation committed by the Supplier or its Personnel.
5.5 Save insofar as the Supplier and its personnel can be shown to have been negligent under clause 5.1, the Customer shall fully indemnify the Supplier and its Personnel against all financial liability (including professional costs) of any nature, whether direct or indirect, suffered or incurred by the Supplier and its Personnel as a result of, or in connection with: (i) the Customer or its Registered User(s) breach of this Agreement; (ii) any third party claim brought against the Supplier and its personnel resulting from death, injury, damage or loss occasioned by the use of the Products and/or implementation of any knowledge gained by the Customer and its Registered User(s) as a result of such use; (iii) any act, omission, negligence or wilful misconduct of the Customer or its Registered User(s); or (iv) as a result of the Customer negligently or wilfully sending or storing viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs to the Platform.
5.6 The Customer’s sole remedy in respect of any liability of the Supplier or its personnel shall be in damages.
6. Intellectual Property
6.1 The ownership of any and all rights in and to the Products any copyright, patents, designs, conceptual solutions, analyses, processes, inventions, software, databases, know-how, confidential information, any other rights in intellectual property (whether registered or unregistered or capable of registration) or otherwise (“IP”), shall remain vested in the Supplier and its third party IP licensor. The Supplier and its third party IP licensor grant the Customer a revocable, non-exclusive, non-transferable licence to use the IP to the extent necessary to use the Products solely in accordance with this Agreement.
6.2 The Customer and its Registered User(s) shall not without the prior written consent of the Supplier use, exploit, divulge or disclose any of the Supplier’s IP to any third parties.
7.1 Each party acknowledges and agrees to keep confidential any and all confidential or proprietary information, which may not be accessible or known to the general public (“Confidential Information”), disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with this Agreement for a period of five (5) years from the date of termination of the Agreement. This clause shall not apply to any information which at the time of disclosure is (or subsequently becomes) published or generally available to the public (other than as a breach of the Receiving Party’s obligation under this clause), which at the time of disclosure was already in the possession of the Receiving Party (other than under an obligation to the Disclosing Party), which subsequently legally comes into their possession from another source, or which is required to be disclosed in order to comply with a legal requirement.
8.1 The Supplier may terminate this Agreement immediately: (a) if the Customer commits an irremediable material breach of this Agreement; or (b) where the Customer commits a material breach which is capable of a remedy, the Customer fails to remedy such material breach within fourteen (14) calendar days of the receipt of a written request to so.
8.2 Either party has the right to immediately terminate the Agreement at its discretion if, in respect of the other party: (a) an order is made or a resolution passed for its winding up or an order is made for the appointment of an administrator to manage its affairs, business and property; (b) a receiver is appointed of such party’s assets or undertaking; or (c) if circumstances arise which entitle the court or a creditor to appoint a receiver or administrator or to make a winding-up order or if either party takes or suffers any similar or analogous action in consequence of debt.
8.3 The termination of this Agreement shall be without prejudice to the rights and duties of either party accrued prior to termination. The clauses in this Agreement which expressly or impliedly have effect after termination or expiration shall continue to be enforceable notwithstanding termination or expiration.
8.4 Upon termination of this Agreement for any reason, all rights granted to the Customer, will immediately terminate and Customer will cease using the Products.
9. Cancellation of an Accepted Order
9.1 The Customer shall have no right to cancel an Accepted Order in the event the Customer or its Registered User(s) have accessed or used the Products or any part thereof.
10. Transfer of Registered User(s)
10.1 Provided that the Customer’s Registered User(s) designated at the time of submission of the Order Form have not accessed or used the Products or any part thereof, the Customer may vary the individuals designated to be its Registered User(s) by emailing a variation request to email@example.com
11. Force Majeure
11.1 If the Supplier is unable to fulfil its obligations under the Agreement for any reason of any cause beyond the Supplier’s reasonable control (which shall include but not limited to acts of God, governmental action, war or national emergency, acts of terrorism, riot, civil commotion, fire, explosion, flood, epidemic, pandemic, lock-outs, currency restrictions, strikes or other labour dispute, or restraints or delays outside of the Supplier’s control), the Supplier may either: (i) terminate the Agreement by notice in writing to the Customer; or (ii) the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed by the Supplier.
12. Data Protection
12.2 The Controllers may obtain the following types of Personal Data relating to the Customer and/or its Registered User(s): name, job title, employer’s name, work or other address, work or other email address, work or other phone number, browsing information relating to the Customer and its Registered User(s) use of the Platform, internet protocol address, third party URL used by the Customer, the Customer and its Registered User(s) ID, session identifiers and Customer’s and its Registered User(s) password to enable the Supplier to identify whether the Customer is using the Products. The Supplier may further obtain details of the Customer’s and its Registered User(s) operating system.
12.3 The Controllers may use the Personal Data for the following purposes for which the Customer and/or its Registered User(s) have given their informed consent, except where otherwise permitted by applicable Data Protection Laws: (a) fulfil the order for the Products purchased by the Customer; (b) provide assistance to the Customer with respect to the Products; (c) identify and prevent future issues on the Platform; (d) communicate with the Customer and/or its Registered User(s); and (e) identify whether the Customer and its Registered User(s) are using the Products.
12.4 The Supplier shall only contact the Customer and/or its Registered User(s) in relation to the Products or other products and/or services provided by the Supplier only where it is lawful to do so. The Supplier shall obtain the Customer’s and its Registered User(s) explicit consent to use Personal Data for marketing purposes, the Customer and its Registered Users may “opt-out” at any time.
12.5 The Supplier shall comply at all times with its obligations under the Data Protection Laws where Processing Personal Data of the Customer or its Registered User(s) in connection with the Agreement.
12.6 The Customer shall comply at all times with its obligations under the Data Protection Laws and warrants that it: (i) has secured all necessary consents where providing Personal Data of itself or its Registered User(s) to the Controllers in connection with the Agreement; and (ii) shall not disclose any Special Category Personal Data under or in connection with the Agreement.
12.7 Unless: (a) to the extent necessary; (b) to fulfil order for the Products; (c) to follow up with relevant information on Products; or (d) as may be required by third parties to perform specific functions on behalf of the Controllers, the Controllers shall not transfer the Personal Data to any third party. The Controllers shall not sell any Personal Data to third parties.
12.8 The Controllers shall ensure that such sharing of Personal Data under clause 12.7 shall be protected under an appropriate contract with such third parties.
12.10 Personal Data shall be Processed in a manner that ensures appropriate security of the Personal Data, including protection against unauthorised or unlawful Processing and against accidental loss, destruction or damage, using appropriate technical or organisational measures having regard to the state of technological development and the cost of implementing such measures.
13. Legal and Regulatory Compliance
13.1 The Customer will comply with all applicable laws, statutes, regulations, directives, and/or codes of practice in force from time to time. Failure to comply with any provision of clauses 12 or 13 is grounds for immediate termination of this Agreement by the Supplier, which termination shall not result in any costs or compensation becoming payable by the Supplier to the Customer.
13.2 The Customer agrees and undertakes that it shall not, and shall require that its Personnel and its affiliates shall not, take any action in furtherance of an unlawful order, promise or payment in violation of the United Kingdom’s Bribery Act 2010 or the United States’ Foreign Corrupt Practices Act (“FCPA”), nor take any action that would cause either itself or any other
party (including the Supplier) to be in violation of the Bribery Act 2010 or the FCPA.
13.3 The Customer shall inform the Supplier immediately if at any time it becomes aware, or reasonably suspects, that it has been entered on any denied persons, politically exposed persons or other sanctions lists maintained by the United Kingdom, the United States, the European Union or any other recognised national or international, governmental or quasi
governmental body. The Customer acknowledges that entry onto any such list is grounds for immediate termination of this Agreement by the Supplier in accordance with clause 13.1.
14.1 The Customer shall not assign any Agreement or any part thereof without the written consent of the Supplier. The Supplier may assign the Agreement or any part thereof to its successors. The Supplier shall be entitled to subcontract any part of its obligations under this Agreement.
14.2 Each right or remedy of the Supplier under the Agreement is without prejudice to any other right or remedy of the Supplier whether under the Agreement or not.
14.3 If any provision of the Agreement shall be held to be illegal, invalid or unenforceable in whole or in part, either under enactment or rule of law, such provision or part shall to that extent be deemed not to form part of the Agreement but the legality, validity and enforceability of the remaining provisions
of the Agreement shall not be affected.
14.4 The Supplier reserves the right to announce publicly that it is supplying Products to Customer with the prior written consent of the Customer, not to be unreasonably withheld or delayed.
14.5 Failure by the Supplier to enforce any of the terms of this Agreement (which includes the Services) shall not be construed as a waiver of any of its rights hereunder.
14.6 The Customer shall have no right of set off, statutory or otherwise.
14.7 A person who is not a party to the Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999, except that a third party IP licensor of the Supplier may enforce any term of this Agreement to the fullest extent permitted by law.
14.8 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
14.9 The Agreement and any dispute or claim (including non contractual disputes or claims) arising out of or in connection with it or it subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the Courts of England and Wales to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.