Terms And Conditions For The Sale Of Services (Sales Terms)
Terms & Conditions of use
These Sales Terms set out the legal terms and conditions that will govern our provision of services to you. You should understand that by placing an order with us, you agree to be bound by these Sales Terms. Please understand that if you refuse to accept these Sales Terms, we will not be able to provide any services to you. These Sales Terms were last updated on: 14th April 2016.
2. Who EduCare are
We are EduCare Learning Ltd, a company registered in England (No. 01741045) and trading under the name ‘EduCare’, whose registered office and main trading office is at Crown House, 33 Warwick Street, Leamington Spa, Warwickshire, CV32 5JX, United Kingdom. We operate the website http://www.educare.co.uk. Our VAT registration number is 398 3384 00.
3. Terminology (Definitions and Interpretation)
In these Terms, except where the context otherwise requires:
“Charges” means the Fees plus any applicable VAT.
“Confirmation” means to the confirmation of order that we send to you by email, the date of which is the commencement of the contract between us. This date is the date specified on the ‘Order Completion’ email.
“Contract” means to the contract between us to provide our Services to you, on these Sales Terms, once the Confirmation is sent to you.
“Customer” (also ‘you’, ‘your’) means you as the party who purchases one or more of our Services.
“Fees” means the VAT exclusive element of the fees for the Services (as applicable).
“Insolvent” means the Customer enters into any arrangement or composition with its creditors, commits any act of bankruptcy or (being a corporation) if an order is made or an effective resolution is passed for its winding up (except for the purposes of amalgamation or reconstruction), or if a petition is presented to court, or if a receiver and manager, receiver, administrative receiver or administrator is appointed in respect of the whole, or any part of, the Customers’ undertaking or assets or there are reasonable grounds for anticipating the occurrence of any of these events within the foreseeable future.
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Online Course Environment” means the online resource whereby you can access our Services electronically.
“Services” means any and all documents or other learning material and online resources provided to you as a part of your Licence or Course, in electronic or paper format.
“Website” means the website at www.educare.co.uk where you can choose to purchase a Course and (where applicable) be redirected to the Online Course Environment.
4. How we use your information
5. Our right to vary these terms
We reserve the right to make changes to these Sales Terms to the extent it is operationally necessary or reasonable to do so. We may need to do this at any time and without prior notice to you. Please check these Sales Terms regularly to take notice of any changes made. Your continued use of our Services after changes are made constitutes acceptance of these Sales Terms as modified.
6. Intellectual property rights including copyright restrictions
We are the owner or the licensee of all Intellectual Property Rights in the content of our Services. No part of the Website or Services including content, information, documents, logos, names, audio, video or icons may be copied, posted, broadcast, republished or reproduced in any format whatsoever without the prior written permission of the copyright holders.
All Fees for Customers based or registered in the UK exclude VAT (which will be charged at the prevailing rate in addition unless otherwise indicated) and are as set out on our Website or the quotation (if applicable), unless in cases of obvious error.
If we discover an error in the Charges, we will contact you in writing to inform you of this error and we will give you the option of either continuing to purchase the Service for the correct Charges or cancelling your order. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. If we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
Fees are subject to alteration. When Services are renewed, we will notify you of any such proposed change 30 days prior to the annual renewal date of the Service. If you do not wish to accept the change to the Fees then you can terminate the Service in accordance with clause 12 or the increase will be deemed to be accepted.
We may charge additional administration fees for our Services where these Services have been requested by you and agreed with you (for example, resits).
Unless otherwise agreed, we will raise our invoice and deliver it to you upon issuing of the Confirmation. You shall pay our invoice in full and in cleared funds and without deduction or set-off, within 30 days of the date of this invoice by BACS to the following account: Barclays Bank PLC, sort code: 20-48-08, account name: EduCare Learning Ltd; account number: 80322318 giving your business name for the payment reference or alternatively by debit/credit card or cheque delivered to the address on the invoice.
Without prejudice to any other right or remedy that we may have, if you do not pay us on the due date, we may charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank PLC, accruing on a daily basis, whether before or after any judgment and you shall pay such interest immediately on demand; and suspend the supply of all Services until payment has been made in full.
8. Compatibility of Services
The technical specifications required to use the Online Course Environment are available at www.educare.co.uk/faqs or by telephoning us. To the extent permitted by law, we accept no responsibility or liability for your failure to use all or part of the Online Course Environment due to your computer system not meeting the specifications required to utilise the Services. We are under no obligation to provide the Services by an alternative means if your computer system does not meet the specifications required to utilise the Services.
You acknowledge and agree that the Services operate as a guide for internal business training purposes only. As such, to the extent permitted by law, we accept no liability of any nature whatsoever if, following the use of our Services, a situation occurs giving you (or any of your users) the opportunity to apply the skills taught during the use of our Services, but notwithstanding such training, loss or damage is sustained by you (or any of your users).
We shall use our reasonable endeavours to ensure that the descriptions and content that comprise our Services are current. However, we do not give any warranty as to the accuracy of any such information or its suitability for any purpose for which you may wish to purchase, or otherwise.
The nature of the Services are that they will need to be updated and revised from time to time. Some courses will be refreshed and others may be discontinued or replaced as necessary. We will endeavour to inform you in advance of changes and replacement or alternative courses that are available.
10. Free trials
30 day free trial accounts are designed to allow you access to our Services for the purpose of assessing the suitability of the Service for your organisation.
11. Licence Agreements
This clause 11 applies to licences to our Services which are not described as ‘Commercial Licences’. Separate specific terms apply to Commercial Licences which may vary from licence to licence.
Licences are paid annually in advance. The licence period commences from the Confirmation of order.
Licences are provided on a worldwide, non-exclusive basis only to the Customer as named on the Order for the Customer’s own internal use. Use of the Services under the licence is restricted to employees directly employed by the Customer up to the user limit set and agreed at the time of ordering.
12. Licence Renewal
Licences are valid for one calendar year from the Confirmation and renewed on a rolling annual basis, unless terminated in accordance with these terms:
- The Customer notifies EduCare in writing of their intention not to renew their licence for another year at any time prior to 14 days (the cancellation deadline date) before the annual renewal date.
- Once the cancellation deadline date has passed (ie. less than 14 days prior to the annual renewal date), an invoice will be issued and the Customer will be liable for the next full year’s licence fee.
13. Unlimited Access and Fair Usage.
EduCare for Education Unlimited Access is for every adult working in that educational establishment as required genuine use for their duties. Customers are prohibited from re-selling or granting access to anyone outside of the educational establishment. EduCare reserve the right to limit or deny access to users found to be in breach of these conditions.
A Customer will not be able to cancel an order once the Services have been accessed.
A Customer may cancel an order up to 28 calendar days from Confirmation of order and before such Services are accessed. In the event of this cancellation, we will charge a cancellation fee of 25% of the total order value. Cancellations received after 28 days from Confirmation of Order will be payable in full by the Customer.
All cancellations must be in writing to the address on the website.
If the Customer does not access the Services during the 12 months from Confirmation, we reserve the right to cancel the order and withdraw your access to such Services. You will not receive a refund if the order is cancelled as described in this paragraph.
The services will be deemed to have been accessed when the relevant course is commenced or any supporting materials are loaded or viewed by a person utilising your account.
15. Ordering a Service through our website
Customers may place an order with us through our website in relation to the Services sold on our website. We will send a welcome email acknowledging your purchase, which constitutes the start of the contract between us to provide our Services to you.
16. Expiry of the Service
Customers have 12 months to complete a course from Confirmation. EduCare will not be obligated to commence or continue provision of the Service if the Customer fails to complete the course within 12 months.
17. Force Majeure
Neither the Customer nor the Service Provider shall be liable for any failure or delay in performing their obligations under these Sales Terms where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: Internet Service Provider failure, power failure, civil unrest, industrial action, fire, floods, storms, earthquakes, acts of war, acts of terrorism, governmental action, or any other event that is beyond the control of the party in question.
18. Termination for Breach of Insolvency
Either Party may terminate these Sales Terms forthwith if the other Party commits a material breach of these Sales Terms which has not been remedied after 28 days written notice of the breach (such notice expressly referring to possible termination of these Sales Terms).
We may terminate these Sales Terms forthwith if you become Insolvent.
19. Limitation of liability
19.1 Nothing in these terms and conditions will: (a) limit or exclude our or your liability for death or personal injury resulting from our or your negligence, as applicable; (b) limit or exclude our or your liability for fraud or fraudulent misrepresentation; or (c) limit or exclude any of our or your liabilities in any way that is not permitted under applicable law.
19.2 To the maximum extent permitted by law (and subject to clause 19.1), we accept no liability for any of the following:
a) any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities;
b) loss or corruption of any data, database or software;
c) any special, indirect or consequential loss or damage.
You may not transfer any of your rights under these Sales Terms to any other person. We may transfer our rights under these Sales Terms where we reasonably believe your rights will not be affected.
The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Sales Terms and no third party will have any right to enforce or rely on any provision of these Sales Terms.
If any court or competent authority finds that any provision of these terms and conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Sales Terms will not be affected.
Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
These Sales Terms will be governed by and interpreted according to English law. All disputes arising under these Sales Terms will be subject to the non-exclusive jurisdiction of the English courts.