Terms And Conditions
Risk Learning Courses
1.1. Infopro Digital Services Limited (“Risk Learning”) is a provider of business training courses and related materials and products, which may be delivered in-person or online.
1.2. The following terms and conditions (“these Terms”) shall be incorporated into all agreements for the provision of Courses by Risk Learning.
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 11 below);
Customized Learning Course: means a course led by an Instructor which is delivered exclusively to you based on prior specifications agreed between you and Risk Learning;
Courses: means any Customized Learning Course, Public Course, or eLearning Course (as the case may be);
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 as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018; (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.
Digital Materials: Course Materials delivered online;
eLearning Course: means a pre-recorded virtual course made available to you via a secure platform;
Force Majeure Event: any event affecting the performance of any provision of these Terms 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 Instructor, 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.
Instructor: the individual or individuals We engage to deliver the Courses.
Online Course: means either a Customized Learning Course or a Public Course which is delivered virtually.
Public Course: means a live course delivered by an Instructor.
Season Ticket: has the meaning given to it in clause 4;
Services: the provision of access to the Courses and Course Materials;
You means any person whose order for Courses is accepted by Risk Learning.
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. Risk Learning 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. Risk Learning 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 Risk Learning.
4. FEES AND EXPIRATION
4.1. Payment for all Courses and Season Tickets (as defined below) shall be made in accordance with Risk Learning’s valid invoice and in no event later than 30 days after delivery of the invoice.
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. If payment is not received before the date of the relevant Course, Risk Learning reserves the right to cancel your booking without notice. 4.3 Payment for all Courses does not include any travel costs, or any costs of accommodation unless specified otherwise on the relevant invoice.
4.4 Season Tickets
(a) You may pre-purchase Public Courses in advance for you and your end users (a “Season Ticket”).
(b) The Season Ticket is non-refundable.
(c) Season Tickets will expire twelve (12) months from the dates of purchase of the Season Ticket.
4.5 Access to eLearning Courses for all end users will expire on the date as set out on the invoice or order form of the relevant eLearning Course.
5.1 No exchanges will be provided in respect of any cancellations that are notified to Risk Learning less than 48 (forty-eight) hours in advance of the scheduled time for delivery of the relevant Course. For the avoidance of doubt, no refunds will be provided in respect of any cancellations.
5.2 If an Instructor becomes ill or temporarily unavailable on short notice, Risk Learning will use all reasonable efforts to reschedule the Course at a time and date that is convenient to you.
6. DATA PROTECTION
6.1 In this clause 6, the words ‘processor’, ‘controller’, ‘data subject’, ‘personal data’, ‘processing’ and ‘personal data breach’ shall have the meanings set out in the Data Protection Laws.
6.2 To the extent that Risk Learning processes personal data on Your behalf as a data processor, it shall:
(a) process personal data only in accordance with Your instructions given under these Terms;
(b) ensure that persons acting on its behalf in the processing of personal data are under a contractual or statutory obligation of confidentiality.
6.3 Risk Learning 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.
6.4 Risk Learning shall:
(a) 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;
(b) 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;
(c) to the extent permitted by law, Risk Learning shall notify You of any requests from data protection or law enforcement authorities in relation to the personal data;
(d) 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.
6.5 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 Risk Learning’s compliance with this clause 6. Such audits will be reasonable in scope, will occur at mutually agreeable times, and will not unreasonably interfere with Risk Learning’s business operations.
6.6 You acknowledge and agree that Risk Learning 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:
(a) Risk Learning 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.
(b) Risk Learning shall provide You with a list of current (sub)processors on request and notify You of any new (sub)processors engaged as appropriate.
(c) In the event that You have reasonable objections to the engagement of a new (sub)processor, You shall notify Risk Learning in writing of such objections within 30 (thirty) days of Risk Learning’s notification in which case it may, at its option, terminate these Terms on written notice to You.
7.1 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.
7.2 Each party shall ensure that it makes no use of indentured, slave or trafficked labour in the performance of its obligations herein.
8. TAX EVASION FACILITATION PREVENTION
8.1 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 Risk Learning, of a criminal evasion of tax in connection with the performance of the Services and these Terms.
8.2 You will not solicit or engage with or take steps to solicit or engage with any person associated with Risk Learning to facilitate the criminal evasion of tax in connection with the performance of the Services and these Terms.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. Risk Learning, its licensors or its Instructors 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.
9.2. 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 Risk Learning. For the avoidance of doubt, filming or otherwise recording of the delivery of Courses taking place in person is strictly forbidden without Risk Learning’s prior written consent as set out in clause 12.
9.3. Risk Learning 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.
9.4. 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.
9.5 Risk Learning 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 Risk Learning.
9.6. All rights not expressly granted to you under these Terms are reserved to Risk Learning.
10. USE OF ONLINE AND ELEARNING COURSES
10.1. You are responsible for ensuring that the device you use to access the Digital Materials meets all relevant technical specifications necessary to use the Online Courses or eLearning Courses, is compatible with the Online Courses or eLearning Courses and is capable of running the Online Courses or eLearning Courses.
10.2 You must not attempt to interfere in any way with the proper working of the Online Courses or eLearning 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.
10.3 If you are attending an Online Course, you must ensure that your web camera is turned on and functional for the duration of the Online Course.
10.4 Risk Learning reserves the absolute right to update, alter, suspend or discontinue any aspect of the Online Courses or eLearning Courses including your use of and/or access to them.
11. USER REGISTRATION
11.1. In order to access and use the Courses, you are required to complete the applicable registration form detailing the names and email addresses of your end users (the “Registration Form”) and to submit the same to Risk Learning. The information requested to be provided on the Registration Form must be current, complete and accurate. Registration is subject to acceptance or refusal by Risk Learning at its sole discretion. By registering you warrant and represent that you can form binding contracts under applicable law.
11.2 By submitting registration details, you and the end user agree to allow Risk Learning to contact you as required for the organization and administration of the Course.
11.3. You and each end user are solely responsible in all respects for protecting the confidentiality of any username and password given to you or an end user or selected by you for access to or use of the Courses, Course Materials or Digital Materials. Your username and 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 username, password and account. You must also take all steps necessary to ensure that no part of a Course, Course Materials or Digital Materials is accessible to an end user after his or her employment with you ends. You will be required to cooperate with our reasonable requirements from time to time in this regard.
11.4 You must notify Risk Learning immediately of any unauthorized use of your password or any other breach of security regarding the Courses which comes to your attention.
11.5 Risk Learning 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 Risk Learning as a result of someone else using your password or account.
12. PHOTOGRAPHY AND FILMING
12.1 Photographs may be taken during a Course by an official photographer, which may be used in publicity and on future marketing materials. By completing and submitting the Registration Form, each end user consents to the official photographer taking such photographs, which may feature you or the end user, and the use of such photographs as described. If the participant does not want their photograph to be taken or used in this way, Risk Learning must be notified prior to the date of the Course.
12.2 You are strictly prohibited from filming or recording any Course. If you would like for Risk Learning to record or film a Customized Learning Course on your behalf, you must submit a request to Risk Learning within a reasonable time period before the date of the Customized Learning Course.
You agree to indemnify Risk Learning in respect of any costs, claims, demands, losses or liabilities (including reasonable legal fees) incurred by Risk Learning 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.
14. WARRANTIES & SERVICE EXCLUSIONS
14.1. Risk Learning 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, Risk Learning shall be under no liability with regard to the Course Materials as supplied unless such Course Materials are non-compliant with sample.
14.2. Risk Learning 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 Risk Learning. Risk Learning shall not be responsible in any way for the content of any such other websites. You acknowledge that Risk Learning provides such links only as a convenience. The inclusion of any link does not imply any kind of endorsement by Risk Learning.
14.3. The Courses are provided for general information and illustrative purposes only and do not constitute financial, legal or other professional advice. Neither Risk Learning nor any other Risk Learning entity accepts any responsibility or liability for any loss which may arise from reliance on information contained on the Courses.
14.4. The above warranties are Risk Learning’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.
15. LIMITATION OF LIABILITY
15.1. Nothing in these Terms shall operate to exclude or limit Risk Learning’s liability for:
(a) death or personal injury caused by the negligence of Risk Learning, 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.
15.2. Subject to clause 15.1, Risk Learning 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, o(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.
15.3. Subject to clause 15.1, the maximum liability of Risk Learning 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 Risk Learning in the twelve-month period immediately preceding the event giving rise to the claim.
15.4. 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.
16. TERMINATION & ACCESS RESTRICTION
Risk Learning 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. Risk Learning reserves the right, in its sole discretion, to suspend your registration and/or access to the Courses at any time without notice.
17. FORCE MAJEURE
17.1 Any party that is subject to a Force Majeure Event shall not be in breach of these Terms and shall be excused from performance under these Terms 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 these Terms in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.
17.2 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.
18.1. 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.
18.2. For the purposes of the Contracts (Rights of Third Parties) Act 1999:
(a) Risk Learning’s employees, sub-contractors and suppliers shall have the benefit of Clause 9 (Intellectual Property) in relation to their own intellectual property, Clause 13 (Indemnity), Clauses 14 (Warranties and Service Exclusions), and 15 (Limitation of Liability);
(b) Subject to clause 18.2(a) 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.
18.3. 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 Risk Learning.
18.4 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.
18.5 Any notice to be served pursuant to these Terms shall be sent by email to the address you advise, or, in Risk Learning’s case to firstname.lastname@example.org or such other address as Risk Learning advise to you from time to time.
18.6 These Terms and the associated invoice or order form 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 these Terms shall be for breach of contract under these Terms.
18.7 English law governs these Terms 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).
18.8 These Terms 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 these Terms for the purposes of proceedings issued in respect of any of its terms.