General Terms And Conditions Of Sale
IN-HOUSE & E-LEARNING
Infopro Digital – In-house & e-Learning
Standard Terms & Conditions
1.1. Infopro Digital Services Limited (“IDSL”) is a provider of business training courses and related materials and products (“Courses”), which are delivered online.
1.2. The following terms and conditions (‘these Terms’) shall be incorporated into all agreements for the provision of Courses by IDSL, including agreements which constitute ‘distance contracts’ under the Consumer Protection (Distance Selling) Regulations 2000.
2.1. In these Terms, the following expressions shall have the meanings set against them unless the context is inconsistent therewith:
Agreement: these Terms and the Registration Form (as defined in clause 10 below);
Course Materials: means any documentation, articles, web pages, online modules or consulting project materials provided as part of a Course;
Data Protection Laws: any applicable laws relating to the processing and/or use of Personal Data and privacy, as applicable to the parties and/or the Services, including (i) the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, SI 2003/2426, and any laws or regulations implementing Directive 95/46/EC or Directive 2002/58/EC; and/or (ii) the General Data Protection Regulation (EU) 2016/679; (ii) any judicial or administrative interpretation of any of (i) and (ii) above, any guidance, guidelines, codes of practice, approved codes of conduct or approved certification mechanisms issued by any relevant data protection regulatory authorities.
Force Majeure Event: any event affecting the performance of any provision of this Agreement arising from or attributable to acts, events, omissions, or accidents which are beyond the reasonable control of a party including any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, illness or incapacity of the Trainer, structural damage, epidemic or other natural physical disaster, transport, disruptions, failure or shortage of power supplies, war, military operations, riot, crowd disorder, strike, lock-outs or other industrial action, terrorist action, civil commotion and any legislation, regulations, ruling or omission of any relevant government, court, competent national authority or governing body.
Services: the provision of access to the Courses and Course Materials;
Trainer: the individual or individuals engaged We engage to deliver the Courses.
You means any person whose order for Courses is accepted by IDSL.
2.2. “Delivery” means the time when access to the Course modules has been granted.
3. YOUR ACCEPTANCE OF THESE TERMS
3.1. By ordering the Courses, you agree to be legally bound by these Terms, and that your use of the Courses will be on these Terms alone.
3.2. IDSL reserves the right to change these Terms from time to time. You are responsible for regularly reviewing these Terms and any amended terms notified to you. Your continued use of the Courses constitutes your agreement to these Terms as amended. IDSL will be bound by any amendment to these Terms only to the extent that such amendments have been approved in writing by an authorized signatory of IDSL.
4.1. Payment for all Courses shall be made in accordance with IDSL’s valid invoice and in no event later than 30 days after Delivery.
4.2. If for any reason payment is not within the 30 day period as set out above, you agree to pay an interest charge at the rate of 3% per year over HSBC Bank base rate during the period from date of Delivery to the date of actual payment of the amount due.
5. DATA PROTECTION
5.1 In this clause 5, the words ‘processor’, ‘controller’, ‘data subject’, ‘personal data’, ‘processing’ and ‘personal data breach’ shall have the meanings set out in Regulation (EU) 2016/679.
5.2 To the extent that IDSL processes personal data on Your behalf as a data processor, it shall:
process personal data only in accordance with Your instructions given under these Terms;
ensure that persons acting on its behalf in the processing of personal data are under a contractual or statutory obligation of confidentiality.
5.3 IDSL shall implement and maintain (and at all times comply with) appropriate technical and organisational measures in relation to its processing of personal data:
(a) such that the processing will meet the requirements of Data Protection Laws and ensure the protection of the rights of Data Subjects; and
(b) so as to ensure a level of security in respect of personal data processed by it that is appropriate to the risks that are presented by the processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed.
5.4 IDSL shall:
notify You without undue delay if it becomes aware of any personal data breach and, at Your request, provide You with such information and assistance on such breach as You may reasonably require to fulfill Your obligations under Data Protection Laws;
refer to You any requests from Data Subjects for access to or rectification, erasure or blocking of personal data, and provide reasonable assistance to You, by implementing appropriate technical and organisational measures, for the fulfilment of such requests;
to the extent permitted by law, IDSL shall notify You of any requests from data protection or law enforcement authorities in relation to the personal data;
at Your option, delete or return, the latter if technically and reasonably possible, the personal data after the end of the provision of the Services, unless retention of such data is required by any applicable law.
5.5 With reasonable advanced written notice and subject to third-party confidentiality obligations, You may, at Your expense, conduct or instruct a third party to conduct audits, including inspections to confirm IDSL’s compliance with this clause 5. Such audits will be reasonable in scope, will occur at mutually agreeable times, and will not unreasonably interfere with IDSL’s business operations.
5.6 You acknowledge and agree that IDSL and/or its Affiliates may continue to engage existing Affiliates and/or third party (sub)processors without (prior) written consent in accordance with the following:
IDSL and/or its Affiliates shall ensure that their obligations under these Terms are incorporated in relevant agreements with their (sub)processors and shall remain responsible to You for their (sub)processors’ compliance with such obligations.
IDSL shall provide You with a list of current (sub)processors on request and notify You of any new (sub)processors engaged as appropriate.
In the event that You have reasonable objections to the engagement of a new (sub)processor, You shall notify IDSL in writing of such objections within 30 (thirty) days of IDSL’s notification in which case it may, at its option, terminate this agreement on written notice to You.
6.1 Neither party will make or receive any bribe or other improper payment, or allow any such bribe or other improper payment to be made or received on its behalf in any part of the world and each party will implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
6.2 Each party shall ensure that it makes no use of indentured, slave or trafficked labour in the performance of its obligations herein.
7. TAX EVASION FACILITATION PREVENTION
7.1 You will ensure that You will not by any act or omission commit, or cause, facilitate or contribute to the commission by any person including IDSL, of a criminal evasion of tax in connection with the performance of the Services and this Agreement.
7.2 You will not solicit or engage with or take steps to solicit or engage with any person associated with IDSL to facilitate the criminal evasion of tax in connection with the performance of the Services and this Agreement.
8. INTELLECTUAL PROPERTY RIGHTS
8.1. IDSL or its licensors own all title, copyright and all other intellectual property rights (including without limitation, database rights, trade marks, patents, and designs (whether registered or unregistered) in and to all Course Materials. You acknowledge that you do not own and shall not acquire any title, copyright or any other intellectual property rights in and to the Courses or any Course Materials and you shall not modify, translate, adapt or otherwise amend the same otherwise than in accordance with applicable law.
8.2. Except as otherwise expressly stated in the Course Materials, the Courses, and the Course Materials are supplied for your private information and educational use. Any commercial use, copying, distribution, transmission or publication of the whole or any part of the Course Materials is strictly prohibited without the express prior written consent of IDSL.
8.3. IDSL hereby grants to you a revocable personal non-transferable licence to use and/or download any content in connection with the Courses for viewing and otherwise in accordance with these Terms. You agree that the licensor of any such content obtained via us and used by you in connection with the Courses shall have the right (in terms of the Contracts (Rights of Third Parties) Act 1999) to enforce the terms of that licence directly against you.
8.4. The display of any trade names or trademarks in any of the Course Materials does not imply that any licence has been granted to any third party in respect of the same. All other product or company names, devices, logos, icons, graphics or designs referred to in any of the Course Materials are the trade marks of the respective owners and are exhibited only in such a manner as is intended to be for the benefit of such trademark owners.
8.5 IDSL intends no infringement of such trademarks. The appearance or absence of products, services, companies, organisations, home pages or other websites on any of the Course Materials does not imply any endorsement or non-endorsement thereof by IDSL.
8.6. All rights not expressly granted to you under these Terms are reserved to IDSL.
9. USE OF THE COURSES
9.1. You are responsible for ensuring that the device you use to access the Course Materials meets all relevant technical specifications necessary to use the Courses, is compatible with the Courses and is capable of running the Courses.
9.2 You must not attempt to interfere in any way with the proper working of the Courses and in particular you must not attempt to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, website, router, or any other internet connected device.
9.3. IDSL reserves the absolute right to update, alter, suspend or discontinue any aspect of the Courses including your use of and/or access to it.
10. USER REGISTRATION
10.1. In order to access and use the Courses, you are required to complete the applicable registration form detailing the name(s) and email address(es) of your end user(s) (“the Registration Form”) and to submit the same to IDSL. The information requested to be provided on the Registration Form must be current, complete and accurate. Registration is subject to acceptance or refusal by IDSL at its sole discretion. By registering you warrant and represent that you can form binding contracts under applicable law.
10.2. You are solely responsible in all respects for protecting the confidentiality of any password given to you or selected by you for access to or use of the Courses. Your password may only be used by you personally and you must not share it with or transfer it to any third parties. You are solely responsible for any and all activities that occur under your password and account.
10.3 You must notify IDSL immediately of any unauthorised use of your password or any other breach of security regarding the Courses which comes to your attention.
10.4 IDSL will not be liable for any loss that you may incur as a result of a third party using your password or account. However, you may be liable for losses incurred by IDSL as a result of someone else using your password or account.
11.1. You agree to indemnify IDSL in respect of any costs, claims, demands, losses or liabilities (including reasonable legal fees) incurred by IDSL as a result of or arising in any way from a claim by a third party which results from any breach by you of the provisions contained in these Terms.
12. WARRANTIES & SERVICE EXCLUSIONS
12.1. IDSL warrants that the Course Materials will be of satisfactory quality and compliant with any sample Course Materials supplied to you for approval. If you place an order for Courses having been given the opportunity to examine sample Course Materials, IDSL shall be under no liability with regard to the Course Materials as supplied unless such Course Materials are non-compliant with sample.
12.2. IDSL will use reasonable endeavours to make the Courses available but cannot guarantee that the Courses will operate continuously or without interruptions which could affect use of the Courses. The Courses may provide links to other websites, which are not under the control of IDSL. IDSL shall not be responsible in any way for the content of any such other websites. You acknowledge that IDSL provides such links only as a convenience. The inclusion of any link does not imply any kind of endorsement by IDSL.
12.3. The Courses are provided for general information and illustrative purposes only and do not constitute financial, legal or other professional advice. Neither IDSL nor any other IDSL entity accepts any responsibility or liability for any loss which may arise from reliance on information contained on the Courses.
12.4. The above warranties are IDSL’s only warranties and no other warranty or condition, express or implied, will apply to the supply of the Courses, the Course Materials, or any other matter covered by these Terms. No warranty is given that the Course Materials will be fit for any particular purpose.
13. LIMITATION OF LIABILITY
13.1. Nothing in these Terms shall operate to exclude or limit IDSL’s liability for:
(a) Death or personal injury caused by the negligence of IDSL, its servants, agents, employees or subcontractors;
(b) Any breach or contravention of the conditions implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
(c) Fraudulent misrepresentation; or
(d) Any breach of any implied term which cannot be excluded or limited.
13.2. Subject to Clause 13.1, IDSL shall not be liable to you or any third party for any loss of, damage to or costs in respect of:
(a) Loss of profit, anticipated profits, revenues or anticipated savings, goodwill or business opportunity, or;
(b) Loss of data, or;
(c) Indirect or consequential loss or damage;
Regardless of whether any of the matters listed in (a), (b), and (c) above are foreseeable, known, foreseen or otherwise.
13.3. Subject to clause 13.1, the maximum liability of IDSL arising out of or in connection with any agreement made pursuant to these Terms or any collateral contract, whether in contract, tort (in each case including negligence) or otherwise shall in no circumstances exceed the sum paid by you to IDSL.
13.4. Neither party shall be liable to the other for any failure or delay in the performance of its obligations under these Terms caused by circumstances or supervening events beyond the contemplation of the parties at the time these Terms became binding upon them, and which are beyond that party’s reasonable control.
14. TERMINATION & ACCESS RESTRICTION
14.1. IDSL shall have the right, at any time by serving written notice on you (which notice may be served by the sending from our server of an e-mail to the e-mail address set out on the Registration Form), to cancel your registration and access to the Courses if you are in breach of any material term of these Terms. IDSL reserves the right, in its sole discretion, to suspend your registration and/or access to the Courses at any time without notice.
15. FORCE MAJEURE
15.1 Any party that is subject to a Force Majeure Event shall not be in breach of this Agreement and shall be excused from performance under this Agreement while and to the extent they are unable to perform due to any Force Majeure Event, provided that:
(a) it promptly notifies the other party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance;
(b) it could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and
(c) it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event, to carry out its obligations under this Agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.
15.2 The parties will negotiate in good faith to make mutually convenient alternative arrangements for delivery of those Courses negatively affected by the relevant Force Majeure Event.
16.1. If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms, and the remainder of the Terms shall continue in full force and effect.
16.2. For the purposes of the Contracts (Rights of Third Parties) Act 1999:
(a) IDSL’s employees, sub-contractors and suppliers shall have the benefit of Clause 8 (Intellectual Property) in relation to their own intellectual property, Clause 11 (Indemnity), Clauses 12 (Warranties and Service Exclusions), and 13 (Limitation of Liability);
(b) Subject to clause 16.2 above, these Terms are not intended to, and do not, give any person who is not a party to them any right to enforce any of their provisions.
16.3. The benefits and obligations conferred by these Terms upon you are personal to you and shall not be assigned, delegated, transferred, sub-contracted or encumbered or otherwise made available or disposed of without the express prior written consent of IDSL.
16.4 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
16.5 Any notice to be served pursuant to this Agreement shall be sent by email to the address You advise, or, in Our case to firstname.lastname@example.org or such other address as We advise You from time to time.
16.6 This Agreement and the associated invoice constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this agreement. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this agreement or not) other than as expressly set out in this agreement. The only remedy available to it for breach of the Agreement shall be for breach of contract under the terms of this Agreement.
16.7 English law governs this Agreement and the parties submit to the non-exclusive jurisdiction of the courts of England and Wales in respect of all claims (including non-contractual claims).
16.8 This Agreement may be executed by electronic signature. You hereby waive any and all rights to dispute the validity, legality or enforceability of such method of execution as evidence of the existence of legal relations pursuant to the Agreement for the purposes of proceedings issued in respect of any of its terms.