End User Terms and Conditions of Use
PLEASE READ CAREFULLY BEFORE ORDERING or DOWNLOADING ANY CONTENT FROM THIS WEBSITE:
This licence agreement (Licence) is a legal agreement between you (Licensee or you) and the COPYRIGHT OWNER (Licensor or us or we) for:
ONLINE LEARNING (e-LEARNING) OR OTHER ELECTRONIC DOCUMENTS (Content) (“Content”)
We licence use of the Content to you on the basis of this Licence. We do not sell the Content to you. We remain the owners of the Content at all times.
OPERATING SYSTEM REQUIREMENTS:
The use of the service and the streaming and downloading of content depends on the speed and availability of your internet connection.
IMPORTANT NOTICE TO ALL USERS:
- BY DOWNLOADING THE CONTENT FROM THIS WEBSITE OR CLICKING THE “START” BUTTON ON A LEARNING MODULE YOU CONFIRM THAT YOU AGREE TO THE TERMS OF THIS LICENCE AND THE TERMS OF OUR PRIVACY POLICY WHICH WILL BIND YOU AND YOUR EMPLOYEES.
- THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CONDITION 5, CONDITION 6 AND CONDITION 6.
- IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE AND PRIVACY POLICY, WE WILL NOT LICENSE THE CONTENT TO YOU AND YOU MUST NOT CLICK THE “START” BUTTON AND YOU MUST DISCONTINUE THE STREAMING, DOWNLOADING OR ORDERING PROCESS IMMEDIATELY AND YOU MAY NOT STREAM, DOWNLOAD OR ORDER ANY CONTENT FROM THIS WEBSITE.
1. GRANT AND SCOPE OF LICENCE
1.1 In consideration of payment by you of the agreed licence fee and you agreeing to abide by the terms of this Licence, we hereby grant to you a non-exclusive, non-transferable licence to use the Content on the terms of this Licence and the Privacy Policy. We reserve all other rights.
1.1.1 You may view a copy of the Content on-screen on your devices using your user name and login password to view, use and display the Content for your personal purposes only.
1.1.2 We reserve the right to update, modify, replace or withdraw any part of the Content or the platform through which it is provided from time to time, provided that such changes do not materially reduce the overall functionality of the service during a current Subscription Term.
2. RESTRICTIONS
2.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake:
2.1.1 not to copy the Content except where such copying is incidental to normal use of the Content;
2.1.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Content;
2.1.3 not to make alterations to, or modifications of, the whole or any part of the Content, nor permit the Content or any part of it to be combined with, or become incorporated in, any other content or programs without our prior written permission;
2.1.4 not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the software or applications which enable us to host and provide the Content to you nor attempt to do any such thing except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Content with another software program, and provided that the information obtained by you during such activities;
2.1.5 is used only for the purpose of achieving inter-operability of the Content with another software program; and
2.1.6 is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
2.1.7 is not used to create any content which is substantially similar to the Content;
2.1.8 to supervise and control use of the Content and ensure that the Content is used by your employees and representatives in accordance with the terms of this Licence;
2.1.9 to include our copyright notice on all entire and partial copies you make of the Content on any medium; and
2.1.10 you must not share your login credentials with any third party or permit access to the Content by any person other than authorised users in accordance with this Licence.
2.1.10.1 We reserve the right to monitor usage of the Content and to suspend or terminate access where we reasonably believe unauthorised access or misuse has occurred.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 You acknowledge that all intellectual property rights in the Content anywhere in the world belong to us or are proprietary to third parties who have permitted us to sub-licence the Content, that rights in the Content are licensed (not sold) to you, and that you have no rights in, or to, the Content other than the right to use it in accordance with the terms of this Licence.
3.2 You acknowledge that you have no right to have access to the Content in source code form or in unlocked coding or with comments.
3.3 You acknowledge that any breach or threatened breach of this Licence involving our intellectual property rights may cause us irreparable harm for which damages alone may not be an adequate remedy.
3.4 Accordingly, we shall be entitled, without prejudice to any other rights or remedies available to us, to seek immediate injunctive relief, specific performance or other equitable relief to prevent or restrain any actual or threatened infringement, misuse or unauthorised disclosure of the Content or our intellectual property rights.
4. SUBSCRIPTION, RENEWAL AND AUTOMATIC PAYMENT
4.1 This Licence is granted on a subscription basis for the subscription period specified at the time of purchase (“Subscription Term”).
4.2 Unless cancelled in accordance with this Licence, the Subscription Term shall automatically renew for successive periods of the same duration at the then-current subscription fee.
4.3 By entering into this Licence, you authorise us to automatically charge the payment method provided by you for all subscription fees due at the start of each Subscription Term, without further action required by you.
4.4 Where required by applicable law, we will provide you with a reminder at least 7 days before the renewal date, notifying you of the upcoming renewal and the applicable subscription fee.
4.5 You may cancel your subscription at any time prior to the renewal date via your account settings or by contacting us in writing.
Cancellation will take effect at the end of the current Subscription Term, and you will retain access to the Content until that time.
4.6 Except where required by law, subscription fees are non-refundable and no refunds shall be issued for partial Subscription Terms.
5. LIMITED WARRANTY
5.1 We do not warrant that our website or access to the Content will always be available or be uninterrupted. We rely on independent third parties to host our website and rely on the availability of the internet. Unfortunately, we cannot guarantee particular service levels and shall use reasonable levels of skill and care to ensure access is made available at all times.
5.2 We warrant we are authorised to licence the Content to you in accordance with this Licence.
5.3 If you are a consumer, this warranty is in addition to your legal rights in relation to the Content.
6. LIMITATION OF LIABILITY IF YOU ARE A BUSINESS USER
6.1 You acknowledge that the Content has not been provided or developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the Content as described on our website and other marketing collateral meets your requirements.
6.2 If you are a business customer, we only supply the Content for internal use by your business, and you agree not to use the Content for any re-sale purposes.
6.3 We shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
6.3.1 loss of profits, sales, business, or revenue;
6.3.2 business interruption;
6.3.3 loss of anticipated savings;
6.3.4 loss or corruption of data or information;
6.3.5 loss of business opportunity, goodwill or reputation; or
6.3.6 any indirect or consequential loss or damage.
6.4 Other than the losses set out in condition 6.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 100% of the Licence Fee. This maximum cap does not apply to condition.
6.5 Nothing in this Licence shall limit or exclude our liability for:
6.5.1 death or personal injury resulting from our negligence;
6.5.2 fraud or fraudulent misrepresentation;
6.5.3 any other liability that cannot be excluded or limited by English law.
6.6 This Licence sets out the full extent of our obligations and liabilities in respect of the access to the Content. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the Content which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
7. LIMITATION OF LIABILITY IF YOU ARE A CONSUMER USER
7.1 You acknowledge that the Content has not been provided or developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the Content as described on our website and other marketing collateral meets your requirements.
7.2 If you are a consumer, we only provide access to the Content for domestic and private use. You agree not to use the Content for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
7.3 We are only responsible for loss or damage you suffer that is a foreseeable result of our breach of this Licence or our negligence up to the amount specified in condition 7.4, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we granted you the Licence.
7.4 Our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 100% of the Licence Fee. This does not apply to the types of loss set out in condition 7.5.
7.5 Our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 100% of the Licence Fee. This does not apply to the types of loss set out in condition 7.5.
7.5.1 death or personal injury resulting from our negligence;
7.5.2 fraud or fraudulent misrepresentation;
7.5.3 any other liability that cannot be excluded or limited by English law.
8. TERMINATION
8.1 We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 7 days after the service of written notice requiring you to do so.
8.2 Without prejudice to our right to terminate this Licence, we may suspend your access to the Content immediately if any subscription fee remains unpaid after its due date. Access will be reinstated once full payment has been received.
8.3 Upon termination for any reason:
8.3.1 all rights granted to you under this Licence shall cease; and
8.3.2 you must immediately cease all activities authorised by this Licence; and
8.3.3 you must immediately delete or remove the Content from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Content then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
8.4 Any fees paid prior to termination are non-refundable, and any outstanding fees accrued up to the date of termination shall remain payable.
9. COMMUNICATIONS BETWEEN US
9.1 If you are a consumer, if you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by e-mail on [email protected]. We will confirm receipt of this by contacting you in writing, normally by e-mail.
9.2 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us when you log into our server.
9.3 If you are a business customer, please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
10. GDPR STATEMENT AND COMPLIANCE
10.1 As from 25th May 2018, data protection in the UK (and across the EU) became governed by the General Data Protection Regulation (GDPR). Our Data Statement and Compliance Notice, which contains full details of our approach to GDPR, is available on our website at https://adr-international.com/gdpr/. If you would like a copy in paper form, please ask ADR’s Data Protection Officer whose details can be found at https://adr-international.com/gdpr/.
10.2 If you have any questions, comments or requests about the above or our Data Protection Notice, or would like to exercise any of the rights you have, please contact us:
10.2.1 by email to: [email protected]
10.2.2 by post to: The Data Protection Officer, ADR International Limited, Chiltern House, Station Road, Henley-on-Thames, Oxfordshire RG9 1AT, UK.
11. PRIVACY POLICY
11.1 Full details of our privacy policy is available on our website at https://adr-international.com/privacy-policy/.
12. EVENTS OUTSIDE OUR CONTROL
12.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 12.2.
12.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
12.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
12.3.1 our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
12.3.2 we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.
13. OTHER IMPORTANT TERMS
13.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
13.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
13.3 If you are a business customer, this Licence and any document expressly referred to in it constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in this Licence or any document expressly referred to in it.
13.4 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
13.5 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
13.6 If you are a consumer, please note that this Licence, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
13.7 If you are a business customer, this Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
13.8 This Licence constitutes the entire agreement between you and us in relation to the Content and supersedes any descriptions, representations or statements contained in any marketing materials, website content, proposals, demonstrations or other communications, whether written or oral. In the event of any conflict or inconsistency between this Licence and any such materials, the terms of this Licence shall prevail.
