01535 657059 [email protected]

Terms & Conditions

For Corporate Licensing Agreement

The Terms

What these terms cover

These are the terms and conditions on which we supply digital content/courses (“Courses”) to you through our Corporate Licence Agreement.

Please see the details of the available Courses on our website.

Why you should read these terms

Please read these terms carefully before you submit your order to purchase a Corporate Licence from us.

These terms tell you who we are, how we will provide the Course(s) to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.

By purchasing our Corporate Licence you agree to these terms and conditions which will bind you and your students. If you do not agree to these terms, we will not license the Course(s) and you must discontinue the licensing process.

These terms constitute the entire agreement between us in relation to your licencing of our Course(s). You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

Definitions

In these terms, the following definitions apply:

Content:

All content including training materials and any text information data images audio or video material in any medium form or provided by us to you.

Digital Rights Management (DRM):

The security and other measures for digital rights management which we may use from time to time.

Reserved Rights:

All rights in and relating to the Content that are not expressly granted to you including any other rights (whether known now or created later and whether or not in the contemplation of the parties at the time of your order).

Information About Us & How To Contact Us

Who we are

We are XS Training Limited, our company registration number is 07670336 and we are registered at Bushell House, 7a Town Head, Silsden, West Yorkshire BD20 9PS and operate from the same address.

How to contact us

You can contact us by writing to us at [email protected] or the above address.

How we may contact you

If we have to contact you we will do so in writing to you either to the email or postal address you provided to us in your Booking Form.

“Writing” includes emails

When we use the words “writing” or “written” in these terms, this includes emails.

Our Contract With You

When you submit your Booking Form, your submission represents an offer to purchase our Corporate Licence to access the Course(s) we provide withi the Licensing Agreement.

On submission of the Booking Form, you will receive an automated summary email of your selection.

On acceptance of your Booking Form and payment by yourselves, we will grant you a non-transferable, non-exclusive licence for one named tutor to use the Content for teaching to your students in an ‘in-house’, live classroom environment.

The licence granted to you is strictly limited to and you shall use the Content solely for the purposes of in-house tuition.

You will not grant sub-licences, in whole or in part, of any of the Content or of any of the rights granted to you.

Any additional licences purchased to provide direct online access for students are strictly for the named candidate only and cannot be shared or transferred upon successful completion of the course.

We expressly retain the Reserved Rights

Except as expressly set out in this licence, you undertake (and you undertake to procure that your students undertaking a Course undertakes):

– not to copy the Content except where such copying is incidental or necessary for the purposes of completing the relevant Course;

– not to rent, lease, sub-licence, loan, translate, adapt, vary or modify the Content materials;

– not to alter or modify the whole or any part of the training materials nor permit the Content or any part of them to be combined with or become incorporated into any other materials;

– to supervise and control the use of the Content and ensure that they are used by your tutor and students in accordance with the terms of this licence;

– not to provide or otherwise make available the Content or the Course(s) in whole or in part in any form to any other person:

– not to share access details of individual online accounts purchased and licenced for the usage of one named student only, or transfer the account to another upon successful completion of the course.

Your obligations

You may not change, amend or develop the Content in any way.

If you become aware of any misuse of any Content or any security breach that could compromise the security or integrity of the Content or otherwise adversely affect us, you will notify us immediately. We may suspend your rights to use the Content until the misuse or security breach is remedied.

DRM

We reserve the right to implement Digital Rights Management and any other technological protection measures which we consider appropriate from time to time, to ensure that the Content is used within the scope of the rights granted to you. You undertake not to remove bypass circumvent or neutralise or modify any of the DRM and technological protection measures used for the

Content

Our rights to make changes

Updates to digital content

We may update or require you to update digital content, provided that the digital content shall always match the description of it that we provided to you before you ordered it.

If the Course receives an update

All courses come with free lifetime updates, to which you will be notified of via email and automatically receive them in your account.

We are not responsible for delays outside our reasonable control

If our supply of the Course(s) is delayed by an event outside our reasonable control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any Course(s) you have paid for but not received.

Reasons We May Suspend Your Access To A Course

We may have to suspend the access to a Course to:

– deal with technical problems or make minor technical changes; or

– make changes to the Course as notified by us to you.

Your rights if we suspend any of the Course(s)

We will contact you in advance to tell you we will be suspending supply of the Course, unless the problem is urgent or an emergency. If we have to suspend your access to a Course for longer than 7 days in any 28-day period we will adjust the price so that you do not pay for your licence and Course(s) while your access is suspended.

You may contact us to end the contract for a Course if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 7 days and we will refund any sums you have paid in advance for any Course(s) you have not taken in respect of the period after you end the contract.

Your Rights To End The Contract

YR.1 Under the Consumer Contracts (Information, Cancellation and Additional Charges (Regulations 2013) (“Consumer Contracts Regulations”), if you are a consumer, you may cancel your purchase of the Corporate Licence within a period of 30 calendar days (“Cancellation Period”) from the date on which our contract was made, subject to sub-clauses YR.7 and YR.8.

YR.2 You must inform us of your decision to cancel by emailing us at [email protected] within the Cancellation Period

YR.3 If you cancel your Corporate Licence you must permanently delete any Content you may have downloaded from us without undue delay and not later than 14 calendar days after you inform us of the cancellation.

YR.4 We reserve the right to withhold payment of all or part of your fee refund until we are satisfied that all Content has been permanently deleted by you.

YR.5 On cancellation subject to YR.7 and YR.8, you will be entitled to a full refund of the fees paid for the Corporate Licence.

YR.6 Refunds will be made using the same method of payment as you used for the original order and will be paid within 14 days of informing us of the cancellation. The period for refund will increase to 30 days if we are unable to credit a UK bank account.

YR.7 Your right to cancel and obtain any refund will be lost if you have given us express consent to provide the Course(s) during the Cancellation Period and the Course has been fully provided. If express consent has been given but the Course is only part completed, you will be liable to pay for part of the Course actually completed.

YR.8 If the contract for the supply of digital content including a Course and Content, your right to cancel and obtain any refund will be lost if you have given us express consent to supply the digital content to you during the Cancellation Period or if you access the digital content before the expiry of the Cancellation Period.

YR.9 For further details of your rights under the Consumer Contracts Regulations please approach your local Citizens Advice Bureau.

YR.10 We reserve the right to use our discretion to determine whether to accept cancellations or make refunds in exceptional circumstances which fall outside the scope of this clause and to charge an additional fee in any such event to cover the administration costs incurred by us. Any such additional fees will be communicated to you before you make your decision.

YR.11 Except as set out in this clause, no cancellations will be permitted for a Corporate Licence.

Our Rights To End The Contract

We may end the contract if you break it.

We may end the contract for your Corporate Licence at any time by writing to you if you do not make any payment to us when it is due.

You must compensate us if you break the contract.

If there is a problem with the course

If you have any questions or complaints about your Standard Corporate Licence, please contact us at [email protected]

Price and Payment

Where to find the costing of the Corporate License

The costing for the Corporate Licence and for any students provided with direct online access to the Courses is found on the Corporate Licensing page of our website.

When and how you must pay

Payment must be made before your Corporate Licence and access to the Course(s) is granted. We accept payment by BACS or PayPal or Stripe.

What to do if you think an invoice is wrong

If you think an Invoice total is wrong, please contact us promptly to let us know.

Our Responsibility For Loss or Damage Suffered By You

OR.1 We are responsible to you for foreseeable loss and damage caused by us.

If we fail to comply with these terms, subject to paragraph OR.2 and OR.3, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen.

OR.2 Subject to paragraph OR.3:

We shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

(i) loss of income;
(ii) loss of business profits or contracts;
(iii) business interruption;
(iv)loss of anticipated savings;
(v) loss of information;
(vi)loss of goodwill or reputation;
(vii) loss of or damage to or corruption of data or
(viii) any indirect or consequential loss or damage of any kind, however so arising and whether caused by breach of contract, tort (including negligence) or otherwise.

Our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for your Corporate Licence for Courses under such contracts in the previous 12 months.

OR.3 We do not exclude or limit in any way our liability to you where it would be unlawful to do so.

OR.4 When we are liable for damage caused by defective digital content.

If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation, subject to the limit in paragraph OR.2.

However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

OR.5 We are not liable for business losses.

OR.6 Nothing in these terms shall limit or exclude our liability for:

– death or personal injury caused by our negligence, or the negligence of our employees;

– fraud or fraudulent misrepresentation; or

– breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; or

– any matter in respect of which it would be unlawful for us to exclude or restrict liability.

OR.7 Subject to paragraph OR.6, all terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.

OR.8 Subject to paragraph OR.6:
we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

(i) loss of income;
(ii) loss of business profits or contracts;
(iii) business interruption;
(iv)loss of anticipated savings;
(v) loss of information;
(vi)loss of goodwill or reputation;
(vii) loss of or damage to or corruption of data or
(viii) any indirect or consequential loss or damage of any kind, however so arising and whether caused by breach of contract, tort (including negligence) or otherwise.

Our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to 200% (two hundred per cent) of the total sums paid by you for your Corporate Licence for Courses under such contracts in the previous 12 months.

OR.9 These terms set out the full extent of our obligations and liabilities in respect of the supply of the Course(s) and the Content. In particular, there are no conditions warranties representations or other terms expressed or implied that will be binding on us, except as specifically set out in this licence.

Data protection and our use of your personal information

We will process the information we receive from you or otherwise hold about you in accordance with these terms and our privacy policy. You consent to our use of such information in accordance with these terms and our privacy policy.

We will use the personal information you provide to us:

– to supply the Course(s) to you;

– to process your payment for your Corporate Licence; and

– if you agreed to this during the order process, to give you information about similar Courses that we provide, but you may stop receiving this at any time by contacting us.

We will only give your personal information to other third parties where the law either requires or allows us to do so.

IP Rights

You acknowledge that all intellectual property rights in the Course(s) and the Content anywhere in the world belong to us and our licensors, that rights in the Course(s) and the Content are licensed (and not sold) to you and that you have no rights in or to the Content or Course(s) other than the right to use them in accordance with the terms of this licence.

None of our Content may be copied, reproduced, uploaded, posted, displayed or linked to in any way or in whole or in part without our prior permission and you must not allow anyone else to access our website via your login details. Any such use is strictly prohibited and would constitute an infringement of our intellectual property rights.

If you allow or permit anyone other than the named student to have direct online access to Course(s) and Content this will be an infringement of our and our licensors’ intellectual property rights. We are able to track and monitor access to the Course(s) and Content to establish if multiple users are using a single licence (and you hereby authorise us to use such technology).

If such multiple use is established, we will notify you and, unless you agree to upgrade to and pay for additional direct online access for each student, your access to the Course(s), Content and license will be suspended permanently, without any liability on our part. We also reserve the right to pursue all available remedies against you for intellectual property right infringement.

Other Important Terms

Defects

We do not warrant that the provision of any Course or Content will always be available or be uninterrupted, timely or error free, that defects will be corrected or that such Content is secure or free from bugs, viruses, errors or omissions.

We do not make any commitment that the Course(s) or Content will be compatible with or operate with your software or hardware.

We may transfer this agreement to someone else.

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

You need our consent to transfer your rights to someone else.

You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

Nobody else has any rights under this contract (except someone you pass your guarantee on to).

This contract is between you and us. No other person shall have any rights to enforce any of its terms.

If a court finds part of this contract illegal, the rest will continue in force.

Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

Even if we delay in enforcing this contract, we can still enforce it later.

If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

Any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

XS Training Website Terms and Conditions

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