Riliance Training Terms and Conditions - Standard Terms and Conditions of Business for Online Training Services - Prior 26th Jan 2017

1. Definitions

Administration Site:- the web site (i) from which the Customer can access, manage and administer the Licensed Product; (ii) to which the Customer can upload the Permitted Customer Courses (if any) and (iii) from which the Customer can operate the Permitted Customer Courses (if any).

Agreement:- the agreement signed by the Customer for online training services setting out the Annual Fee and the Authorised User Limit and these terms and conditions.

Annual Fee:- the total annual fee payable by the Customer as set out in the Agreement for the Services and the benefit of the Licensed Product.

Authorised Users:- the Customer's partners (if the Customer is a partnership), members (if the Customer is a limited liability partnership), officers (if the Customer is a corporate body) and employees who are authorised to access and use the Licensed Product in accordance with the Agreement and these terms and conditions.

Authorised User Limit:- the maximum number of Authorised User licences purchased by the Customer as set out in the Agreement or as may be agreed from time to time in writing after the date of the Agreement.

Commencement Date:- the commencement date set out in the Agreement.

Confidential Information:- the Agreement and any information, however conveyed or presented that relates to the business, affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel and suppliers of a party, together with all information derived by the other party from any such information and any other information clearly designated by a party as being confidential to it (whether or not it is marked “confidential”), or which ought reasonably be considered to be confidential.

Content:- all documents (including the Supplier Courses), text, information, data, software, executable code, access codes, images, audio or video material in whatever medium or form comprised in or used with the Licensed Product other than the Customer Content.

Contract Year:- the 12 month period from the Commencement Date and each succeeding 12-month period.

Customer:- the customer specified in the Agreement.

Customer Content:- all documents (including Permitted Customer Courses (if any)), text, information, data, images, audio or visual material in whatever medium or form inputted or uploaded to the Administration Site by the Customer, Authorised Users or the Supplier, on the Customer’s behalf, for the purpose of using the Services or facilitating the Customer’s use of the Services.

EULA:- the end user licence agreement entered into by Authorised Users as amended and updated by the Supplier from time to time (the EULA that applies at the Commencement Date is set out in the Appendix attached).

Intellectual Property Rights:- 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.

Licence:- the user subscription purchased by the Customer that entitles Authorised Users to access and use the Services, in accordance with these terms and conditions.

Licensed Product:- the training product developed by the Supplier together with the right of access to and use of the Administration Site, the Content and the Supplier Courses which the Customer has subscribed to.

Monthly Instalments:- the monthly instalments (if any) set out in the Agreement payable by the Customer in respect of the Annual Fee.

Permitted Customer Courses:- any online training courses prepared by or on behalf of the Customer which the Supplier approves in writing.

Purpose:- the provision of (a) online compliance or other agreed training and (b) use of the Administration Site for the benefit of the Customer and Authorised Users.

Services:- the subscription service provided by the Supplier for compliance or other online training and use of the Administration Site such use to include the right of the Customer to upload and deliver Customer Content for the benefit of Authorised Users.

Supplier:- Riliance Training Limited

Supplier Courses:- the online training courses prepared by, or otherwise licensed to, the Supplier which the Customer has subscribed to.

2. Commencement and Duration

The provision of the Services will commence on the Commencement Date and will continue (subject to paragraph 12) until terminated by either party giving to the other not less than six months’ notice in writing, provided that such notice shall not be given within one year of the Commencement Date.

3. Services

On completion of the Agreement the Customer will be granted a personal, non-exclusive, non-transferable right to permit the Authorised Users to use the Services for the term of the Agreement solely for the Customer's internal business operations.

4. Authorised Users

4.1 The Customer undertakes that:

a. the maximum number of Authorised Users that it will authorise to access and use the Services shall not exceed the Authorised User Limit;
b. it will not allow or suffer any right to use the Licensed Product granted to an Authorised User pursuant to the Licence to be used by more than one Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Licensed Product;
c. it will only allow users of the Services to become Authorised Users if they accept the terms of the EULA and it will use all reasonable endeavours to procure that each Authorised User uses the Licensed Product only in accordance with the EULA;
d. it will use all reasonable endeavours to procure that each Authorised User shall keep a secure password for his use of the Licensed Product and that each Authorised User shall keep his password confidential;
e. it will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services; and
f. it shall disable any Authorised User’s access to the Licensed Product promptly upon termination or suspension of such Authorised User’s employment or services contract with the Customer.

4.2 If the Customer becomes aware that any Authorised User’s use of the Licensed Product is in breach of these terms and/or the EULA, the Customer shall immediately suspend the relevant Authorised User’s use of the Licensed Product.

4.3 If the Customer fails to suspend an Authorised User’s use of the Licensed Product in accordance with clause 4.2, the Supplier may (but shall not be obliged to) disable the relevant Authorised User's access to the Licensed Product and the Customer’s account for so long as the relevant breach remains unremedied, without liability or prejudice to its other rights and without prior notice to the Customer or the relevant Authorised Users.

5. Supplier’s Obligations

5.1 Subject to compliance on the part of the Customer with these terms and conditions, the Supplier shall use all reasonable endeavours to:

a. provide, or procure the provision of, the Services to the Customer on the terms of the Agreement in all material respects and in a timely manner;
b. provide, or procure the provision of, such support to the Customer as is reasonably necessary to allow the Customer and the Authorised Users to use the Licensed Product for the Purpose;
c. update, or procure the updating of, the content of the Licensed Product as and when necessary within a reasonable timescale;
d. perform the Services with a level of care, skill and diligence in accordance with common practice in the relevant industry, profession or trade;
e. comply with all applicable laws and regulations, including those relating to anti-bribery, anti-corruption and data protection.

5.2 On and from the Commencement Date, the Supplier will provide the Customer, or procure that the Customer is provided, with access to the Administration Site and the relevant Supplier Courses for the benefit of the Customer and the Authorised Users.

5.3 The Supplier does not warrant that (a) the Customer's use of the Services will be uninterrupted or error-free and the Customer acknowledges that the Services may be interrupted by planned or unplanned maintenance; and (b) the Services, Licensed Product and/or the information obtained by the Customer through the Services will meet the Customer's requirements save to the extent that such requirements have been notified to the Supplier in writing.

5.4 The Supplier will not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Licensed Product may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5.5 The Supplier shall not (i) save as is necessary for the provision of the Services download, store, reproduce, display, print, distribute, publish the Customer Content whether in whole or in part and in any manner, form or media without the prior written consent of the Customer and (ii) use the Customer Content in any manner which would be restricted by any copyright subsisting in it.

6. Customer’s Obligations

The Customer shall:

a. co-operate with the Supplier in all matters relating to the Services;
b. be responsible (at its own cost) for providing, configuring and maintaining in good working order the necessary equipment and computer networks in accordance with any technical specifications issued by the Supplier from time to time and published on the Administration Site for the supply of the Services, including but not limited to the necessary equipment required by the Customer to access and use the Administration Site and the equipment required by the Authorised Users to enable them to use the Licensed Product for the Purpose;
c. notify the Supplier as soon as it becomes aware of any unauthorised use of the Licensed Product by any person or any use of the Licensed Product by an Authorised User otherwise than in accordance with these terms and conditions and/or the EULA;
d. not (save as is necessary for the completion or use of the Licensed Product for the Purpose) download, store, reproduce, display, print, distribute, publish the Content whether in whole or part, and in any manner, form or media without the prior written consent of the Supplier;
e. through the Administration Site, be responsible for setting up each Authorised User with access to the Licensed Product. The Customer must ensure that each person having access to the Licensed Product is an Authorised User and uses the Licensed Product only in accordance with these terms and conditions.
f. not use any information provided by the Supplier or obtained by the Customer and Authorised Users through using the Services to create any software or product where the use is substantially similar to that of the Licensed Product;
g. not use any information relating to the Services or the Licensed Product in any manner which would be restricted by any copyright subsisting in it;
h. not use the Services to provide any similar or other services to third parties;
i. not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party unless authorised in writing to do so by the Supplier;
j. not do anything that may negatively impact upon the Administration Site or the Licensed Product or (unless permitted to do so in writing by the Supplier) attempt to duplicate, copy, adapt, distribute, market, lease, create, derivative works from or re-sell the Licensed Product;
k. not (unless authorised in writing by the supplier) access or use the Administration Site or the Licensed Product in order to build a training product or service which competes with that of the Supplier;
l. not attempt to reverse, de-compile, disassemble, reverse engineer or otherwise endeavour to reduce to human-perceivable form any of the Licensed Product (including any of the software (in or accessible through it) or to discover or disclose the source code, methods and concepts embodied in the Licensed Product (including any of the software in or accessible through it) except as may be allowed by any applicable law which is incapable of exclusion by these terms and conditions.

7. Joint Obligations

Each party (the “disclosing party”) shall treat the other party’s Confidential Information as confidential and shall not use, divulge, communicate or disclose the other party’s Confidential Information to any other person without the other party’s prior written consent, save that this obligation shall not apply where:-

a. such information was in the possession of the disclosing party, without obligation of confidentiality, prior to its disclosure;

b. such information was obtained from a third party without obligation of confidentiality;
c. such information was already in the public domain at the time of disclosure, otherwise than by reason of a breach of the Agreement;
d. such information was independently developed without access to the other party’s Confidential Information;
e. such information is disclosed to the disclosing party’s members and/or employees and/or professional advisers to the extent that the recipients agree to keep such information confidential to the extent that they would be required to do so if they were a party to the Agreement as the disclosing party;
f. disclosure is required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction, provided that where it is legally permissible to do so the disclosing party will notify the other party of such disclosure as soon as reasonably practicable.

8. Charges and Payments

8.1 In consideration for the provision of the Services the Customer shall pay to the Supplier the Annual Fee in accordance with the terms of the Agreement.

8.2 The Annual Fee for the Services shall be reviewed every two years, and any increase shall be effective on the anniversary of the relevant Commencement Date.

8.3 The Supplier reserves the right to increase the Annual Fee following any review but in any event such annual increase to the Annual Fee shall not be greater than 5% in any Contract Year.

8.4 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the due date the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.

9. Intellectual Property Rights

9.1 The Customer acknowledges that all Intellectual Property Rights in connection with the Licensed Product and, subject to paragraph 9.4, in connection with the Services either belong to the Supplier or are used by the Supplier under licence granted by a third party.

9.2 The Customer and its Authorised Users shall have no rights in or to the Licensed Product other than the right to use it in accordance with these terms and conditions.

9.3 The Customer will not itself, and will procure that no Authorised User will, claim any Intellectual Property Rights in the Licensed Product or, subject to paragraph 9.4 the Services.

9.4 The Customer shall own all Intellectual Property Rights in and to all of the Customer Content and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Content.

9.5 The Supplier will not claim, and will procure that none of its employees claims, any Intellectual Property Rights in the Customer Content.

10. Data Protection

10.1 Expressions used in this paragraph shall be construed in accordance with the Data Protection Act 1998.

10.2 The Supplier (as data processor) will:

a. process the personal data of which the Customer is the data controller only as necessary for the Purpose and as instructed from time to time by the Customer;
b. keep a record of any processing of personal data on behalf of the Customer;
c. comply with the Customer’s requests from time to time for dealing with personal data;
d. notify the Customer of any communication that it receives relating to the personal data;
e. notify the Customer of any loss of, or damage to, the personal data and take all steps reasonably available to it to restore such data;
f. not transfer any of the personal data outside the European Economic Area;
g. not disclose any personal data otherwise than at the Customer’s request.

10.3 Each party shall comply with its respective obligations under the Data Protection Act 1998 and, to the extent applicable, the General Data Protection Regulation (in each case, as amended or replaced from time to time).

10.4 The Customer shall ensure that it is entitled to transfer any personal data of which it is the data controller to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with these terms and conditions on the Customer’s behalf, and without limitation shall:

a. notify its Authorised Users of the proposed access, monitoring, use and disclosure of personal data to the Supplier (and any third party providing any of the services under this agreement for or on behalf of the Supplier) in order to carry out the Supplier’s obligations under these terms and conditions; and
b. obtain and maintain its Authorised Users’ consent to such access, monitoring, use and disclosure.

11. Limitation of Liability

11.1 Save for any limitation of liabilities that may be excluded by law, and save for liability for breach of any obligations relating to confidentiality, data protection or the protection of Intellectual Property Rights, the Supplier shall not be liable to the Customer, whether in contract, tort, for breach of statutory duty or otherwise arising under or in connection with the Agreement for loss of profits, loss of damage to goodwill, loss of use or corruption of software, data or information or any indirect or consequential loss.

11.2 The Supplier’s total liability to the Customer arising from any claim by the Customer, of whatsoever nature, shall be limited to the equivalent of the total sums paid by the Customer to the Supplier during the relevant period.

12. Termination

Without affecting any accrued or other right or remedy available to the Supplier or the Customer either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

a. the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
b. the other party commits a material breach of any other term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
c. the other party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement;
d. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts; or goes into administration or liquidation either compulsorily or voluntarily (save for the purposes of solvent reconstruction or amalgamation); or the other party (being an individual) is the subject of a bankruptcy petition or order; of if a receiver or administrative receiver is appointed in respect of the whole or any part of its assets; or if the other party makes an assignment for the benefit of or composition with its creditors generally; or if its ceases to trade; or threatens to do any of the aforementioned things; or if any analogous events occur with respect to the other party in any jurisdiction to which it is subject; or
e. the third party licence agreement allowing the Supplier to supply the Licensed Product to the Customer on these terms and conditions terminates or expires for any reason.

13. Force Majeure

Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 3 months, the party not affected may terminate this agreement by giving 1 month’s written notice to the affected party.

14. Notices

Any notice given under the Agreement shall be in writing and shall be deemed to have been received (a) if delivered by hand on the date of delivery; (b) if sent by pre-paid first class post or other next working day delivery service at 9.00 a.m. on the second day after posting or at the time recorded by the delivery service; or (c) if sent by fax at 9.00 a.m. on the next day after transmission.

15. Governing Law and Jurisdiction

15.1 The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

15.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).

APPENDIX

End User – Terms & Conditions

Riliance Training Limited (“Riliance”) provides compliance and regulatory training (“Training Material”) for professional and other organisations via its online training platform (“Training Platform”).

As an end user of the Training Platform you (“You” or “Your”) agree to the following terms and conditions:

1. Whilst Riliance will take all reasonable measures to ensure that the content of the Training Material is accurate and up to date at the time of publication, Riliance does not warrant that such content is free from errors.

2. Riliance does not warrant that any views expressed in the Training Material necessarily reflect the views of Riliance or any person responsible for preparing the Training Material.

3. It is not intended that the content of the Training Material in any way constitutes legal advice and such content should not be relied on or otherwise acted upon without You first independently considering all appropriate legislation and case law and any guidance published by Your regulator or supervising body.

4. Riliance has the right to disable Your use of the Training Platform where it (acting reasonably) considers there is good reason to do so.

5. You are not allowed (save for downloading, printing and storing course review notes and training certificates) to download, store, reproduce, display, print, distribute, publish, dispose of, use, offer to sell, licence or transfer any of the Training Material whether in whole or in part, and in any manner, form or media.

6. You are not allowed to do anything that may negatively impact upon the Training Platform or attempt to duplicate, copy, adapt, distribute, market, lease, create derivative works from or resell the Training Platform (including any software in or accessible through it).

7. You are not allowed to access or use the Training Platform in order to build a product or service which competes with the Training Platform.

8. You are not allowed to attempt to reverse compile, de-compile, disassemble, reverse engineer or otherwise endeavour to reduce to human-perceivable form any of the Training Platform (including any of the software in or accessible through it) or to discover or disclose the source code, methods and concepts embodied in the Training Platform (including any of the software in or accessible through it) except as may be allowed by any applicable law which is incapable of exclusion by these terms and conditions.

9. For the purpose of the Data Protection Act 1998 You agree to Riliance processing Your personal data to the extent that such processing is necessary to ensure (a) the keeping, collection and maintaining of Your training records and (b) Your continuing use of the Training Platform.

10. You acknowledge and agree that you have no right, title or interest in the Intellectual Property Rights comprised in the content of the Training Material. For the purpose of this paragraph the words “Intellectual Property Rights” shall mean – all intellectual property rights wherever in the world arising, whether registered or unregistered including copyright, know-how, confidential information, trade secrets, business names and domain names, marks, patents, petty patents, utility models, design rights, semi-conductor typography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.

11. Riliance may update these terms and conditions at any time by publishing a revised version on the Riliance web site. Riliance will do this at least 30 days before the relevant terms and conditions become effective. Your continued access or use of the Training Platform after the stated effective date will constitute your acceptance of the relevant terms and conditions.