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0800 122 33 06All purchases or commitments to purchase made from this website will be bound by the terms of conditions detailed below.
Authorised User: an employee, contractor or consultant of the Customer who is granted individual access to the Services purchased under this Agreement. Each Authorised User will be allocated an individual username and password for the purposes of accessing the Services.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 7.
Fee: fee for the Services to be provided under this Agreement, as specified in the Order.
Initial Term: the initial term for which the Services are to be provided, as specified in the Order.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
Order: the order for the Services attached hereto.
Services: the provision of e-learning training module(s) via Online Safety Training and our partner’s web based training platform via our supplier’s servers hosting setup.
Software: the software provided by Online Safety Training and our partners enabling the use of the services.
Term: period consisting of the Initial Term and any successive renewal periods thereafter as further described under clause 6.1.
2.1 Online Safety Training authorises the authorised Users to use the Services for which the Customer agrees to pay Online Safety Training the agreed fee.
2.2 The licence for the services granted under this agreement commences on the date of this Agreement and terminates:
2.2.1 At the end of the term; or
2.2.2 if this agreement is terminated pursuant to clause 6.
2.3 Online Safety Training hereby grants each authorised user, subject to the terms and conditions of this agreement, a non-exclusive, non-transferable licence to use the services solely for the customer’s internal business purposes. For the avoidance of doubt nothing in this agreement grants the customer any rights whatsoever in or relating to the source code of the software used to access the services.
2.4 The Customer shall not have the right to sell, sublicense, broadcast, transmit or copy the services or otherwise grant any rights in the services to any person or entity.
2.5 The Customer will ensure that: (i) the Authorised Users will not share their username and password allocated to them by Online safety Training for the provision of the services and (ii) the services are only used by authorised users.
2.6 The Customer acknowledges and agrees that Online Safety Training and it partners own all Intellectual property rights in the services. Except as expressly stated in this agreement. Online safety Training does not grant the customer any rights to its intellectual property rights, or any other rights or licences in respect of the services or any related services or documentation.
3.1 The Customer shall pay the agreed fee (as specified in the order produced) by by way of credit or debit card or only where specifically agreed by way of customer purchase order.
3.2 All amounts payable under this agreement are exclusive of value added tax (VAT), or any other applicable sales tax which shall be paid by the Customer at the rate and in the manner for the time being prescribed by law.
3.3 Refunds will be given in the event of our systems or servers failing to provide the course as purchased. Failure of the course to run due to the individual users own internet service provider/bandwidth issues, and/or pc configuration, or user inadequacies will not qualify for a refund. Refunds will not be given if the individual user fails to complete the course, and gain a certificate in due time prior to commencement of any employment unless it is in the event of our systems or servers failing to provide the course as purchased.
3.4 Once the individual user has completed the delibrate act of purchasing the online course this is final. No cancellation or refunds will be given, however the purchased course will be offered as a credit to that individual user which can be used as/when required.
4.1 Online Safety Training warrants to the Customer that the Services will be provided using reasonable care and skill.
4.2 Online Safety Training will use reasonable efforts to ensure the Services are accurate and up to date on an ongoing basis.
5.1 This clause sets out Online Safety Training entire financial liability to the Customer in respect of:
5.1.1 Any breach of this agreement
5.1.2 Any use made by the customer of the services or any part of them and
5.2 Nothing in this Agreement shall be construed as an attempt by Online Safety Training or its partners to exclude or limit its liability to the Customer in respect of:
5.2.1 Death or personal injury to the extent caused by negligence; or
5.2.2 Any fraudulent pre-contractual misrepresentations made by Online Safety Training on which the customer can show to have relied
5.3 Subject to clause 5.2 above, in no event shall Online Safety Training or its partners be liable in contract, tort (including negligence) or otherwise however to the customer (including its officers, employees, agents, affiliates or sub-contractors) for any of the following loss or damage:
5.3.1 loss of sales;
5.3.2 loss of profit;
5.3.3 loss of business;
5.3.4 loss of revenue;
5.3.5 third party claims; or
5.3.6 indirect or consequential loss even if such loss was in the reasonable contemplation of the parties at the commencement date or reasonably foreseeable or either party had been advised of the possibility of such damages.
5.4 Subject to clauses 5.1, 5.2, and 5.3, Online Safety Training’s total aggregate liability to the customer under or in connection with or in relation to this agreement whether arising from negligence, breach of contract or otherwise, shall not exceed the value of the fee paid by the customer.
5.5 Online Safety Training shall have no liability whatsoever for any defects in the services or its breach of this agreement arising out of or in connection with:
5.5.1 An event of force majeure, including acts, events, omissions or accidents beyond Online Safety Training’s reasonable control, including without limitation default of sub-contractors, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications network, act of god, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant, machinery, computer software, fire, flood or storm.
5.5.2 The negligence, wilful damage or fault of any person (other than Online Safety Training and its partners sub-contractors or agents);
5.5.3 The failure by any person (other than Online Safety Training its employees, partners or authorised sub-contractors or agents) to use the services in accordance with Online Safety Training’s reasonable requirements;
5.5.4 Any repair, alteration, amendment, modification or addition to the services by any person other than one of Online Safety Training’s employee, or authorised sub-contractor or agent without Online Safety Training’s prior written consent;
5.5.5 The Customer’s failure to comply with any of its obligations under this agreement
5.5.6 Any fault or defect arising from accidental damage, wear and tear or any fault or defect arising from use of the services otherwise than in accordance with this agreement, or other of Online Safety Training’s reasonable requirements;
5.5.7 Any fault or defect in the Services arising other than as a direct and sole result of a fault or defect in the specification.
5.6 Online Safety Training shall have no liability whatsoever for any bespoke modification conducted upon the customer’s request.
5.7 The customer acknowledges that the services are not intended to constitute legal advice for any specific situation.
5.8 The parties agree that the limitations of liability in this agreement are reasonable, and that the limitations of liability are taken into account in the value of the fee and the customer’s ability to insure against any liabilities and claims arising pursuant to this agreement.
6.1 This Agreement shall commence on the date hereof and continue for the Initial term, unless terminated in accordance with clause 6.4.
6.2 Online Safety Training reserves the right to terminate this agreement and the access to the services if, for any reason, the customer is in material breach of any of its terms and conditions.
6.3 The Customer and all authorised users’ access to the services shall immediately cease upon termination of this agreement.
6.4 The provisions of clauses 2, 5, 7, and 10 hereof shall survive any termination of this agreement.
The Customer shall not assign, sublicense or transfer this agreement to any third party without Online Safety Training’s prior, written consent in each instance.
8.1 The Customer and Online Safety Training are independent contractors, and nothing herein shall be construed to create a partnership, joint venture, agency or employment relationship between the parties unless strictly agreed in writing.
8.2 In consideration of the rights granted under this agreement, Online Safety Training shall have the right to include the customer’s name and logo in its client lists and to otherwise disclose to third parties that the customer is a purchaser and user of the services for the purpose of marketing Online Safety Training and/or the Services.
8.3 This Agreement applies to the exclusion of any other terms that the customer may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
8.4 If any provision of this agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
8.5 The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any right hereunder.
8.6 English law governs this Agreement and the parties submit to the non-exclusive jurisdiction of the English courts
Online Safety Training Ltd
Unit 111
Jarrow Business Centre
Tyne & Wear
NE32 3DT
Tel: 0800 122 33 06
