Terms of Use
1. Definitions
In this agreement, we will use some words or phrases that have specific meanings. These will appear with capital letters in this agreement. They are:
1.1 Commencement Date:
The date on which we supply the Training materials to you.
1.2 Licence:
This is the licence to use the Training Materials, as granted in paragraph 2.1.1 below.
1.3 Licence Fee:
£4995 plus VAT
1.4 Licence Period:
One year starting on the Commencement Date. See paragraphs 4.2 and 4.3 below for the circumstances in which the Licence could come to an end earlier than the end of the full Licence Period.
1.5 Training Materials:
The images and digital training materials made available to you and your Users (as defined in paragraph 2.1.1) are listed in Appendix I. See paragraph 6 below for information on how we might change the materials available or the content of them.
1.6 We or Us:
Vista Employer Services Limited, a company registered in England under registration number 05551701 whose registered office is Worknest, Woodhouse, Church Lane, Aldford, Chester, Cheshire, CH3 6JD
2. Grant and Nature of the Licence to Use the Training Materials
2.1 Grant of the licence
| 2.1.1 | In return for the payment of the Licence Fee and subject to the remaining provisions of this agreement, we grant you and your employees (the “Users”) a non-exclusive licence to use the Training Materials |
| 2.1.2 | The Licence will commence on the Commencement Date and will last for the Licence Period (unless it is ended earlier in accordance with this agreement – see paragraphs 4.2 and 4.3 below) |
| 2.1.3 | The grant of this Licence is subject to you complying with all of the terms of this agreement. In particular, the requirements for you to pay the Licence Fee (see paragraph 3 below) and to comply with the rules in relation to the use of the Training Materials (see paragraph 5 below) |
2.2 Training Materials to remain our property
All designs, names, marks, copyrights and other intellectual property and materials developed by us or on our behalf in relation to the Training Materials (including without limitation the rights licensed to you and your Users in this agreement) shall remain our property at all times.
2.3 Warranty relating to use
We warrant to you that the Training Materials will not infringe the rights of any third
parties. We also warrant that you and your Users shall have the benefit of the Training
Materials licensed under this agreement during the Licence Period, without interruption
or interference on any lawful grounds from any other party claiming rights in the Training
Materials. We indemnify, and keep indemnified, you and your Users against any claim
you or your Users receive (including costs incurred in relation to a claim) alleging the
infringement of any rights of any third party which arises in connection with the use of
the Training Materials in accordance with this agreement.
3. THE LICENCE FEE
3.1 Payment of the Licence Fee
The Licence Fee is due to be paid in full before the Commencement Date. We will supply
the Training Materials within two business days of the date of payment of the Licence
Fee.
4. HOW AND WHEN THE LICENCE WILL END
4.1 Duration
The Licence will continue until the end of the Licence Period or, if earlier, until the Licence
is cancelled in accordance with paragraphs 4.2 or 4.3
4.2 How we can cancel the licence – breach of paragraph 5.2
| 4.2.1 | We can cancel the Licence immediately if you are in breach of paragraph 5.2 (the obligation not to share or reproduce). To do this, we must give you notice of the breach, specifying details and informing you that the Licence is cancelled |
| 4.2.2 | If the Licence is cancelled in accordance with this paragraph, any Licence Fee that you have paid will not be refundable and you will still be liable for any further payments due under this agreement |
4.3 Cancellation due to Breach or Insolvency
Either party (called the “Terminating Party”) can cancel the Licence immediately by
notice in writing to the other party (called the “Defaulting Party”) if either:
| 4.3.1 | the Defaulting Party is in breach of this agreement, and it fails to remedy the breach within 30 days after the Terminating Party has given written notice to remedy it; or |
| 4.3.2
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in relation to the Defaulting Party, any circumstances arise which entitle the court, a creditor, the company or its directors to appoint a receiver, administrative receiver in relation to it, or administrator or present a windingup petition or make a winding-up order or take other similar or equivalent action against or by the Defaulting Party by reason of its insolvency or in consequence of debt |
4.4 Effect of the Licence coming to an end
At the end this Licence you will have no further rights or licences under this agreement
(other than any specified in paragraph 4.6 below). This means that you will not be ableto use the Training Materials after this date and must immediately cease any use or activity in relation to them.
4.5 Termination for convenience
| 4.5.1 | You may terminate or partially terminate this agreement for convenience at any time on 30 days’ notice to us. In such circumstance, you shall not receive a prorata refund in respect of any Licence Fee paid in advance. |
| 4.5.2
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You shall not be liable for any: (a) costs, expenses disbursements, or losses; (b) any loss of profits, loss of fees, loss of chance or other similar losses; or (c) indirect losses or consequential losses, arising out of termination under paragraph 4.5. |
4.6 Parts of the agreement to survive after it has come to an end
The following shall continue to have effect after the end of this agreement:
| 4.6.1 | Paragraphs 4.4, 4.6, 5.3 and 7 |
| 4.6.2 | Any rights that have arisen before the end of this agreement in relation to any breach of this agreement |
5. RULES FOR USING THE TRAINING MATERIALS
5.1 Use of the Training Materials and copyright
The Licence is granted for you and your Users to use the Training Materials for your
training purposes and for the training of your Users. The Training Materials are
protected by copyright and all other applicable intellectual property rights (see
paragraph 2.2 above).
5.2 Not to share or reproduce etc
Except as otherwise provided in this agreement, you must not in relation to the whole or
any part of the Training Materials:
| 5.2.1 | Reproduce, modify, translate or create derivative works of them |
| 5.2.2 | Sell, license, sublicense, rent, lease, distribute, copy, publicly display, publish, adapt or edit them |
| 5.2.3 | Circumvent or disable any security or technical features of them or our website |
| 5.2.4 | Share them with any person or body outside of your organisation |
| 5.2.5 | Allow any third party to do any of the acts referred to in paragraphs 5.2.1 to 5.2.4 |
5.3 What happens if you do not comply with the rules
| 5.3.3 | We might be able to cancel your Licence. Please see paragraphs 4.2 and 4.3 above for information in relation to this |
| 5.3.2 | We might have a legal claim against you for financial loss that we suffer as a result of your breach of the agreement |
| 5.3.3
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If you do not comply with the rules in paragraph 5.2 above, then we shall be entitled to claim a sum in compensation from you (called liquidated damages). This sum shall be a fixed amount and shall be calculated by multiplying the amount of the Licence Fee paid by 3 (three). You acknowledge that these liquidated damages represent a fair estimate of our loss in revenue and customers that would result from your breach. |
6. HOW THE TRAINING MATERIALS MIGHT CHANGE
We may vary the Training Materials from time to time. For instance, we might:
| 6.1.1 | change the content of any video forming part of the Training Materials, or remove or replace any video |
| 6.1.2 | change the style or format of the videos By entering into this agreement and by continuing to pay the Licence Fee, you acknowledge that we are allowed to make these types of changes to the Training Materials. You are not obliged to accept such changes. You are not entitled to demand that any or any such changes be made in any specific format. |
7. LIMITATIONS OF OUR LIABILITY
7.1 Training Materials are not legal advice
The Training Materials are intended as general instructional videos to assist your
organisation in relation to management development. They are not tailored to any
specific circumstances that may arise in your workplace, and they may not be suitable or
applicable in all situations. They do not therefore constitute legal advice and should not
be relied upon as such. You should consider taking appropriate legal advice from a
suitably qualified professional
7.2 Where there is a problem accessing the Training Materials
It is your responsibility to ensure that you have adequate IT equipment and internet
connection to enable you to access the Training Materials. We shall not be responsible
if the Training Materials are not accessible for any reason out of our control.
7.3 General limits of liability
| 7.3.1 | Subject to the other provisions of this agreement, neither party shall be liable to the other for any indirect, special or consequential loss or damage caused to you, including loss of profits, business, revenue, goodwill or anticipated savings or other benefits |
| 7.3.2 | The above limitations and exclusions of liability do not apply in respect of any claims for death or personal injury, fraud or fraudulent misrepresentation or any other loss or damage which cannot be excluded by law |
7.4 Financial limit of liability
| 7.4.1 | Neither party’s liability under this agreement shall exceed the amount equal to Three (3) times the Licence Fee paid |
| 7.4.2
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You acknowledge that you have entered into this agreement in full knowledge and understanding of the exclusions and limitations of liability in this agreement and that Licence Fee has been set on the basis that these exclusions and limitations of liability are agreed and enforceable. You further acknowledgethat it is open to you to obtain insurance cover for any loss or damage which you are concerned about and which is not recoverable under this agreement |
8. OTHER IMPORTANT TERMS
8.1 English law
This agreement is governed by (and shall be construed in accordance with) the law in
England and Wales. The courts of England and Wales shall have exclusive jurisdiction to
settle any dispute or claim in relation to the agreement
8.2 If parts of this agreement are unlawful
Each of the paragraphs of this agreement operates separately. If any court or relevant
authority decides that any of them are unlawful, the remaining paragraphs will remain
in full force and effect
8.3 Delays in enforcing the agreement
If we do not insist immediately that you do anything you are required to do under this
agreement, or if we delay in taking steps against you in respect of your breaking this
agreement, that will not mean that you do not have to do those things and it will not
prevent us taking steps against you at a later date. For example, if you miss a payment
and we do not chase you, but we continue to grant you the Licence, we can still require
you to make the payment at a later date
8.4 Transfer of our rights
We may transfer our rights and obligations under this agreement to another
organisation with your consent, such consent not to be unreasonably withheld or
delayed. We will request in writing if this happens and we will ensure that the transfer
will not affect your rights under the agreement
8.5 Rights under this agreement
This contract contained in this agreement is between you and us. No other person shall
have any rights to enforce any of its terms other than your Users where rights are
expressly granted to them under this agreement.
8.6 No Partnership
There is no joint venture, partnership, agency or fiduciary relationship existing between
you or us and there is no intention to create any such relationship by this agreement
8.7 Whole agreement
This agreement constitutes the entire agreement between us in relation to the Licence.
You acknowledge that you have not relied on any statement, promise, representation,
assurance or warranty made or given by or on behalf of us which is not set out in this
agreement and that you shall have no claim for innocent, negligent misrepresentation or
negligent misstatement based on any statement in this agreement
8.8 Notice
Where this agreement requires one party to give notice to the other, then the notice must
be in writing and sent to the registered office of the other party
Appendix I – The Training Material
The e-book and associate scoresheet called Preventing Sexual Harassment