Online Courses and Downloadable Material Training Terms and Conditions
Please read these Terms and Conditions carefully. All contracts that the Provider may enter into from time to time for the provision of the training services of the Provider shall be governed by these Terms and Conditions, and the Provider will ask for the express agreement of the Client to these Terms and Conditions before providing any such services to the Client.
In these Terms and Conditions, words and phrases with special meanings are indicated by initial capital letters. Details of those words and phrases are set out in Section 18 of the main body of these Terms and Conditions.
1. Order process
1.1 The advertising of the Services on the website of the Provider and through any Third Party Services constitutes an “invitation to treat” rather than a contractual offer.
1.2 To enter into a contract of for the supply of the Services, the following steps must be taken: By placing an order you are accepting the supply of service.
1.3 The Client will have the opportunity to identify and correct input errors prior to ordering.
2. Term
2.1 The Contract shall come into force upon the Effective Date.
2.2 The Contract shall continue in force until the end of the period in respect of which Charges have been paid by the Client to the Provider. Subscriptions are for a minimum of a 12 month period., subject to termination in accordance with Section 14 or any other provision of these Terms and Conditions.
2.3 Unless the parties expressly agree otherwise in writing, each Order Form shall create a distinct contract under these Terms and Conditions.
3. Services
3.1 The Provider shall provide some or all of the following Services and materials to the Client in accordance with these Terms and Conditions:
(a) the Hosted Services; and
(b) the Downloads.
3.2 The Provider shall provide the Services in accordance with the standards of skill and care reasonably expected from a leading service provider in the Provider’s industry.
4. Hosted Services
4.1 The Provider shall supply or make available to the Client those Hosted Services specified in the Order Form; and the Provider may supply or make available to the Client additional Hosted Services at any time in its sole discretion.
4.2 The Provider may supply or make available the Hosted Services by means of Third Party Services, or by such other means as the Provider may determine acting reasonably.
4.3 The Provider shall use reasonable endeavours to supply or make available the Hosted Services in accordance with any timetable set out in the Order Form; to the extent that there is no such timetable, the Hosted Services may be supplied or made available at any time.
4.4 The Provider hereby grants to the Client a worldwide, non-exclusive licence to use the Hosted Services in accordance with any applicable Third Party Services terms and conditions during the Term only.
4.5 The licence granted by the Provider to the Client under Section 4.4 is subject to the following limitations:
(a) the Hosted Services may only be used by the named users identified in the lcourse allcoation, providing that the Client may change, add or remove a designated named user by agreement with the Provider; and
(b) the Hosted Services must not be used at any point in time by more than the number of concurrent users specified in the Order Form, providing that the Client may add or remove concurrent user licences by agreement with the Provider.
4.6 The Client shall use reasonable endeavours to ensure that no unauthorised person may gain access to the Hosted Services using any access credentials of the Client.
4.7 The Client acknowledges that the availability of the Hosted Services is dependent upon Third Party Services, and that the Provider has no direct control over the availability of the Hosted Services; accordingly, the Provider does not guarantee 100% availability.
5. Downloads
5.1 The Provider shall supply or make available to the Client those Downloads specified in the Order Form; and the Provider may supply or make available to the Client additional Downloads at any time in its sole discretion.
5.2 The Provider may supply or make available the Downloads by means of Third Party Services, or by such other means as the Provider may determine acting reasonably.
5.3 The Provider shall supply or make available the Downloads in accordance with any timetable set out in the Order Form; to the extent that there is no such timetable, the Downloads may be supplied or made available ‌.
5.4 Subject to the compliance of the Client with the other provisions of these Terms and Conditions, the Provider grants to the Client a worldwide, non-exclusive and non-transferable licence from the date of supply or making available of Downloads to:
(a) download a copy of each of the Downloads;
(b) store and view a copy of each of the Downloads on a desktop computer, notebook computer or smartphone; and
(c) print a copy of each of the Downloads solely for [purpose].
5.5 The Client must not:
(a) publish, republish, sell, license, sub-license, rent, transfer, broadcast, distribute or redistribute the Downloads or any part of the Downloads;
(b) edit, modify, adapt or alter the Downloads or any part of the Downloads;
(c) use the Downloads or any part of the Downloads in any way that is unlawful or in breach of any person’s legal rights under any applicable law;
(d) use the Downloads or any part of the Downloads to compete with the Provider, whether directly or indirectly; or
(e) use the Downloads or any part of the Downloads for a commercial purpose.
5.6 The Client must retain, and must not delete, obscure or remove, any and all copyright notices and other proprietary notices in the Downloads.
5.7 The Client acknowledges that the Downloads may be protected by digital rights management technology and that the Provider may use that technology to enforce the provisions of these Terms and Conditions.
5.8 The Provider warrants to the Client that the Downloads, when used by the Client in accordance with these Terms and Conditions, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.
5.9 The licence set out in this Section 5 shall continue indefinitely; providing however that if the Client commits any breach of the licence terms set out in this Section 5, the Provider may by written notice to the Client terminate the licence, with immediate effect, with respect to any or all of the Downloads.
5.10 Upon the termination of the licence under this Section 5, the Client must promptly:
(a) irreversibly delete any digital copies of the Downloads in its possession or control (along with any copies created from such copies); and
(b) permanently destroy any paper or other physical copies of the Downloads in its possession or control (along with any copies created from such copies).
6. Third Party Services
6.1 The Client acknowledges that access to the Services may require the use of Third Party Services by the Client.
6.2 The Client must comply with the applicable terms and conditions of each provider of Third Party Services.
6.3 The Client acknowledges and that the Provider has no control over, or responsibility for, any disclosure, modification, deletion or other use of data by any provider of Third Party Services.
6.4 Subject to Section 13.1:
(a) the Provider gives no guarantees, warranties or representations in respect of any Third Party Services; and
(b) the Provider shall not be liable to the Client in respect of any loss or damage that may be caused by Third Party Services or any provider of Third Party Services.
6.5 If the Client is unable to access any of the Services as a result of any unavailability or failure of any Third Party Services, then the Client shall have no right to the re-arrangement or re-performance of those Services; nor shall the Client have any right to a refund of the corresponding Charges or compensation of any kind – subject to Section 13.1.
7. Client obligations
7.1 The Client warrants to the Provider that it meets the prerequisites specified in the Order Form.
7.2 The Client warrants to the Provider that all the information supplied by the Client to the Provider in relation to the Contract and the Services, is true, accurate, current, complete and non-misleading.
7.3 The Client must comply with REFERENCE TARGET REMOVED when interacting with the Provider or any other person in relation to the Services (including interactions by means of the Third Party Services); and the Client must ensure that all persons acting on behalf of the Client comply with REFERENCE TARGET REMOVED when interacting with the Provider or any other person in relation to the Services (including interactions by means of the Third Party Services).
8. Charges
8.1 The Client shall pay the Charges to the Provider in accordance with these Terms and Conditions.
8.2 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated inclusive of any applicable value added taxes.
8.3 The Provider may elect to vary any element of the Charges by giving to the Client not less than 30 days’ written notice of the variation
9. Payments
9.1 The Provider shall issue invoices for the Charges to the Client in advance of the period to which they relate.
9.2 The Client must pay the Charges to the Provider before the commencement of the corresponding Services or period of Services.
9.3 The Client must pay the Charges by debit card, credit card, direct debit, bank transfer or cheque (using such payment details as are notified by the Provider to the Client from time to time).
9.4 The Provider may suspend the provision of any or all of the Services if any amount due to be paid by the Client to the Provider under the Contract is overdue.
10. Distance contracts: cancellation right
10.1 This Section 10 applies if and only if the Client enters into the Contract with the Provider as a consumer – that is, as an individual acting wholly or mainly outside the Client’s trade, business, craft or profession – where the Contract is a distance contract within the meaning of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. If you are not a consumer you have no right of cancellation unless you have a legal right to.
10.2 The Client may withdraw an offer to enter into the Contract with the Provider at any time; and the Client may cancel the Contract entered into with the Provider at any time within the period:
(a) beginning when the Contract was entered into; and
(b) ending at the end of 14 days after the day on which the Contract was entered into,
subject to Section 10.3. The Client does not have to give any reason for the withdrawal or cancellation.
10.3 The Client agrees that the Provider may begin the provision of services before the expiry of the period referred to in Section 10.2, and the Client acknowledges that, if the Provider does begin the provision of services before the end of that period, then:
(a) if the services are partly performed (you have not completed or attempt to complete the course, the Client will lose the right to cancel referred to in Section 10.2; and
(b) if the services are partially performed at the time of cancellation, the Client must pay to the Provider an amount proportional to the services supplied or the Provider may deduct such amount from any refund due to the Client in accordance with this Section 10.
10.4 In order to withdraw an offer to enter into the Contract or cancel the Contract on the basis described in this Section 10, the Client must inform the Provider of the Client’s decision to withdraw or cancel (as the case may be). The Client may inform the Provider by means of any clear statement setting out the decision. In the case of cancellation, the Client may inform the Provider using the cancellation form that the Provider will make available to the Client. To meet the cancellation deadline, it is sufficient for the Client to send its communication concerning the exercise of the right to cancel before the cancellation period has expired.
10.5 If the Client withdraws an offer to enter into the Contract, or cancels the Contract, on the basis described in this Section 10, the Client will receive a full refund of any amount the Client paid to the Provider in respect of the Contract, except as specified in this Section 10.
10.6 The Provider will refund money using the same method used to make the payment, unless the Client has expressly agreed otherwise. In any case, the Client will not incur any fees as a result of the refund.
10.7 The Provider will process the refund due to the Client as a result of a cancellation on the basis described in this Section 10 without undue delay and, in any case, within the period of 14 days after the day on which the Provider is informed of the cancellation.
11. No guarantee of exam success
11.1 For the avoidance of doubt, the Provider does not guarantee that the receipt of the Services will lead to any particular certification or any particular grading or result in any course, examination or assignment.
12. Warranties
12.1 The Client warrants to the Provider that it meets the prerequisites (including prerequisites relating to qualifications, certifications and experience) specified in the Order Form.
12.2 The Client warrants to the Provider that all the information supplied by the Client to the Provider in relation to the Contract and the Services, is true, accurate, current, complete and non-misleading.
12.3 The Provider warrants to the Client that:
(a) the Provider has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions;
(b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider’s rights and the fulfilment of the Provider’s obligations under these Terms and Conditions; and
(c) the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.
12.4 The courses are for induction, awareness, knowledge enhancement and refresher training only. The courses are not and do not replace qualifications.
12.5 The Client warrants to the Provider that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.
12.6 All of the parties’ warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract.
13. Limitations and exclusions of liability
13.1 Nothing in these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law,
and, if a party is a consumer, that party’s statutory rights will not be excluded or limited by these Terms and Conditions, except to the extent permitted by law.
13.2 The limitations and exclusions of liability set out in this Section 13 and elsewhere in these Terms and Conditions:
(a) are subject to Section 13.1; and
(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
13.3 The Provider will not be liable to the Client in respect of any losses arising out of a Force Majeure Event.
13.4 The Provider will not be liable to the Client in respect of any loss of profits or anticipated savings.
13.5 The Provider will not be liable to the Client in respect of any loss of revenue or income.
13.6 The Provider will not be liable to the Client in respect of any loss of business, contracts or opportunities.
13.7 The Provider will not be liable to the Client in respect of any loss or corruption of any data, database or software.
13.8 The Provider will not be liable to the Client in respect of any special, indirect or consequential loss or damage.
14. Termination
14.1 Subscriptions are for a minimum of a 12 month period.
14.2 Either party may terminate the Contract by giving to the other party at least 30 days’ written notice of termination. Subscriptions are for a minimum of a 12 month period.
14.3 Either party may terminate the Contract immediately by giving written notice of termination to the other party if the other party commits a material breach of these Terms and Conditions.
14.4 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; or
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up.
14.5 The Provider may terminate the Contract immediately by giving written notice to the Client if:
(a) any amount due to be paid by the Client to the Provider under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and
(b) the Provider has given to the Client at least 30 days’ written notice, following the failure to pay, of its intention to terminate the Contract in accordance with this Section 14.4.
15. Effects of termination
15.1 Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Sections 5.4, 5.5, 5.6, 5.7, 5.9, 5.10, 6.4, 6.5, 13, 15, 17, 18 and 19.
15.2 Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Contract shall not affect the accrued rights of either party.
16. Notices
16.1 Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods:
(a) sent by email to the relevant email address specified on the Order Form (in the case of notices to the Client) or on the website of the Provider (in the case of notices to the Provider), in which case the notice shall be deemed to be received upon receipt of the email by the recipient’s email server; or
(b) in the case of notices to the Provider, sent using the contractual notice mechanism incorporated into the website of the Provider, in which case the notice shall be deemed to be received upon dispatch,
providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.
17. General
17.1 No breach of any provision of the Contract shall be waived except with the express written consent of the party not in breach.
17.2 If any provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
17.3 The Contract may not be varied except by a written document signed by or on behalf of each of the parties.
17.4 The Client hereby agrees that the Provider may assign the Provider’s contractual rights and obligations under the Contract to any third party, providing that, if the Client is a consumer, such action does not serve to reduce the guarantees benefiting the Client under the Contract. Save to the extent expressly permitted by applicable law, the Client must not without the prior written consent of the Provider assign, transfer or otherwise deal with any of the Client’s contractual rights or obligations under the Contract.
17.5 The Contract is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party.
17.6 The main body of these Terms and Conditions and the Order Form shall constitute the entire agreement between the parties in relation to the subject matter of the Contract, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
17.7 The Contract shall be governed by and construed in accordance with English law.
17.8 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.
18. Definitions
18.1 In these Terms and Conditions:
“Business Day” means any weekday other than a bank or public holiday in England;
“Business Hours” means the hours of 09:00 to 17:00 GMT/BST on a Business Day;
“Charges” means:
(a) the amounts specified in and elsewhere in these Terms and Conditions;
(b) such other amounts as may be agreed in writing by the parties from time to time; and
(c) amounts calculated by multiplying the standard time-based charging rates of the Provider (as notified by the Provider to the Client before the date of the Contract) by the time spent by the personnel of the Provider performing the Services (rounded down by the Provider to the nearest quarter hour);
“Client” means the person or entity identified as such in Section of the Order Form;
“Contract” means a particular contract made under these Terms and Conditions between the Provider and the Client;
“Downloads” means those textual, graphical, audio and audio-visual works and materials that the Provider supplies or makes available to the Client for download as part of the Services;
“Effective Date” means has the meaning given to it in REFERENCE TARGET REMOVED;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);
“Hosted Services” means those on-demand hosted services that the Provider supplies or makes available to the Client as part of the Services;
“Order Form” means a written order form agreed by or on behalf of each of the parties;
“Provider” means [partnership name], a partnership established under the laws of England and Wales having its principal place of business at [address];
“Services” means any services that the Provider provides to the Client, or has an obligation to provide to the Client, under these Terms and Conditions;
“Term” means the term of the Contract, commencing in accordance with Section 2.1 and ending in accordance with Section 2.2;
“Terms and Conditions” means these terms and conditions, including any amendments to these terms and conditions from time to time; and
“Third Party Services” means any software or services provided by any third party that are to be used by the Provider and the Client in the course of the provision and receipt of the Services, as identified in the Order Form or notified by the Provider (acting reasonably) to the Client from time to time.
19. Interpretation
19.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
19.2 The Section headings do not affect the interpretation of these Terms and Conditions.
19.3 References in these Terms and Conditions to “calendar months” are to the 12 named periods (January, February and so on) into which a year is divided.
19.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
Complaints Procedure : We are very proud of our high standards of customer service however, in the event that we fail in meeting these standards, please do not hesitate to contact us at help@caredemy.co.uk
These Terms and Conditions were last updated, and became effective, on 25.09.2020.
