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1. Definitions and Interpretation
The capitalised terms in these e-Course Terms and Conditions (“this Agreement”) have the meanings set out herein and reference to includes or including shall be construed without limitation. Headings are for ease of reference and shall not affect the construction of this Agreement.
2. Supply of Services
Subject to the terms and conditions of this Agreement, Simply Speaking Ltd (“the Company”) shall endeavour to deliver the e-Course (“the Course”) to You online via the internet.
This Agreement shall be deemed to commence from the date and time that you acknowledge by email that you have asked the Company to provide the Course.
4. Payment for Services
The Course is free of charge and while the Company shall endeavour to provide it to you, the Company has no obligation to do so and has no liability for any such failure save as provided in this Agreement.
5. Your Obligations
You agree to keep the contents of the Course and its content and modules confidential and accept that all intellectual property in the Course belongs to the Company and this clause shall survive Termination of this Agreement however terminated.
6. Company’s Obligations
6.1 The Company shall endeavour to provide the Course consisting of 31 lessons to You in a series of electronic modules on a fortnighly basis but with no obligation to do so and time shall not be the essence of this delivery which shall be supplied at the Company’s absolute discretion with regard to time and content.
6.2 The Company shall endeavour to provide the Course to You in a series of 31 electronic modules delivered to You electronically via the internet.
7. Force Majeure
The Company shall not be liable to You or be deemed in breach of this Agreement by reason of any delay or failure to perform any of the Company’s obligations due to any cause whether caused by any circumstances which are beyond the Company’s reasonable control or at all.
8. Disclaimers and Exclusions
8.1 The Company gives no warranty as to the results or benefit attained or to be attained by You in the delivery of the Course or its suitability for Your purpose or any purpose.
8.2 Except as expressly represented otherwise, and to the extent not prohibited by law, all services and the Course and content and modules provided by or on behalf of the Company to You, including the supply of any documentation or other materials (if any) is furnished on an ‘as is’ basis without warranty of any kind, whether express, implied, statutory or otherwise especially as to quality, reliability, timeliness, usefulness, sufficiency and accuracy and the Company shall have no liability in this respect save as provided in this Agreement.
8.3 Except in respect of death or personal injury caused by the Company’s negligence, or as expressly otherwise provided in these conditions, the Company shall not be liable to You by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by negligence of the Company, its servants or agents or otherwise) which arise out of or in connection with the services provided pursuant to this Agreement or delivery or non delivery of the Course.
8.4 The Company’s entire liability under this Agreement shall be limited to a peppercorn.
8.5 The Parties agree that the limited liability under clause 8.4 and any other clause in this Agreement shall pass the Unfair Contract Terms Act 1977 test of reasonableness.
9. Termination and Cancellation
9.1 This Agreement shall terminate automatically upon the completion of delivery of the Course but Clauses 10 and 5 shall remain in full force and effect notwithstanding Termination for any reason.
9.2 Without prejudice to the above, this Agreement may be terminated immediately by either You or the Company without any liability on either part.
10. Confidentiality and Proprietary Information
The terms and conditions of this Agreement and all information provided under or in connection with this Agreement are confidential and you undertake not to share the Course or any material in respect thereof to any third party and this clause shall survive Termination of this Agreement however terminated.
11. Intellectual Property
11.1 The parties hereby agree that legal and beneficial title to all Intellectual Property existing in any documentation, data, know-how, methods and concepts used or developed by the Company as part of the Course shall belong to and will remain vested in the Company.
11.2 For the purposes of this Agreement, “Intellectual Property” shall include patents, registered designs, trade marks, trade names, goodwill, copyrights, design rights, database rights, applications for any of the foregoing, the right to make applications for registration thereof and all other forms of intellectual property whatsoever, in any part of the world for the full period thereof and all extensions and renewals.
12.1 This Agreement sets out the entire agreement and understanding between the parties with respect to the Course and its content and any modules and supercedes any previous agreements between the parties regarding the Course except as expressly stated in this Agreement.
12.2 Any notice, agreement or consent required or permitted to be given hereunder shall be given in writing and shall be made by, and deemed duly given upon
1. (a) personal delivery
2. (b) delivery to an overnight courier of recognised reputation
3. (c) deposit in the mail postage prepaid special delivery guaranteed or signed for, addressed to the relevant party as set out in the Principal Terms, or
4. (d) by e-mail provided an email acknowledgement is received by the sender from the recipient but there shall be no liability on the Company to provide any such receipt.
Any notice under this Agreement shall be deemed duly received
(i) on the date of delivery when personally delivered to the addressee, provided that the same is a business day
(ii) on the first business day following the date such notice was deposited with the overnight courier
(iii) on the fifth (5th) business day following the date of mailing referred to in (c) above, provided it is not returned by Royal Mail or any other postal service provider as undelivered
(iv) immediately upon the receipt by the sender of an e-mail acknowledgement from the recipient.
12.3 Nothing in this Agreement shall create or be deemed to create a partnership, joint venture or principal-agent relationship between You and the Company.
12.4 No amendment or variation of this Agreement is valid or binding unless made in writing by the Company.
12.5 This Agreement shall be governed by English law and each of the parties submits to the exclusive jurisdiction of the English courts.
12.6 In this Agreement:
(a) Words imparting singular include plural and vice versa.
(b) Words imparting gender include masculine feminine and neuter.
(c) Any reference to any statutory provision includes any amendments to that provision or any replacement statutory provision.
(d) If any part of this Agreement shall be found to be unreasonable or unenforceable then the balance of this Agreement shall remain in full force and effect notwithstanding the offending clause.
(e) You have not relied on any representations made by the Company in entering into this Agreement save as mentioned in this Agreement.
(f) The Contracts (Rights of Third Parties) Act 1999 (as amended) shall not apply to this Agreement.
(g) You agree to pay on a full indemnity basis the Company’s legal and other costs incurred in enforcing the terms of this Agreement.
(h) If the Company has provided You with any literature to be used in conjunction with the Course including, but not limited to course type material, brochures, handouts, notes (Literature) then any such Literature shall remain the property of the Company and any such Literature shall be returned immediately on demand.