IMPORTANT NOTICE- PLEASE READ CAREFULLY BEFORE USING THE SITE:
These Terms and Conditions form a legal agreement between you the customer (“You”, “Your” or “Yours”) and Titan Learning Limited, a company incorporated in England & Wales (company number 08519156), whose registered office is at Windward House, Hollow Lane, Reading, Berkshire RG2 9DX (“We”, “Us” or “Our”) for the provision of the Services, which include Your ability and the ability of Your Authorised Users (if any) to access and use the Services via the Site.
1.1 The definitions and rules of interpretation in this condition apply in this Agreement.
|“Agreement”||means these Terms and Conditions together with the relevant Subscription;|
|“Authorised Users”||means the particular end users who are authorised to access the Services;|
|“Business Day”||means any day other than a Saturday and Sunday on which banks normally open for business in London;|
|“Commencement Date”||means the date on which You and Your Authorised Users may first access the Services;|
|“Course”||means the particular training course being undertaken by You and/ or Your Authorised Users (if any), which forms part of the Services;|
|“Course Materials”||means the information and learning tools specific to the relevant Course that are to be accessed by You via the Site including but not limited to, articles, reports, flowcharts and diagrams and which form part of the Services;|
|“Enrolment Fee”||means the one-off fee that is payable when You first subscribe to the Services;|
|“Fees”||means the fees payable by You to Us for the Services as set out in the Subscription and accepted when purchasing the Course and which comprise the Enrolment Fee and the Subscription Fees;|
|“Force Majeure Event”||means any Act of God, war, insurrection, riot, act or threat of terrorism, strike, lightning, earthquake, fire, flood, storm or extreme weather condition, theft, internet failure, denial of service attacks, malicious damage or any event or circumstance to the extent it is beyond the reasonable control of the relevant Party;|
|“Initial Term”||means the initial subscription period of twelve (12) months;|
|“Intellectual Property Rights”||means (i) patents, registered trade marks, registered designs, applications and rights to apply for any of those rights; (ii) unregistered trade marks, copyright, topography rights, database rights, moral rights, know-how, rights in designs and inventions; (iii) trade, business and company names, Internet domain names and e-mail addresses; (iv) the goodwill attaching to any of the aforementioned rights; and (v) any forms of protection of a similar nature and having equivalent or similar effect to any of them; in all cases which subsist anywhere in the world;|
|“Login Details”||means the details comprising a username and password to enable each Authorised User to access the Services;|
|“Party” or “Parties”||means Us and/ or You;|
|“Registrar”||You will be a Registrar for the purposes of these Terms and Conditions if You have subscribed to the Services to enable other Authorised Users to access and use the Services;|
|“Services”||means the services to be provided to You by Us under this Agreement, including the Courses, the Course Materials and Support, such services to be accessed via the Site;|
|“Site”||means the website located at www.titan-learning.com in which Our software and the Services may be accessed by You;|
|“Subscription”||means Your current subscription for use of the Services which sets out details of the Course including its content, the Fees, the number of Authorised Users to whom access to the Services is granted (if any) and the details You provide when You subscribe to the Services;|
|“Subscription Fees”||means the Fees other than the Enrolment Fee payable by You depending on the length of time to which You subscribe to the Services;|
|“Support”||means the support provided by Us in relation to use of the Services;|
|“Titan Certification”||means the certification that You and/or Your Authorised Users will achieve on completion of certain Courses;|
2. Commencement and duration
2.1 If You subscribe to the Services and choose to pay the Subscription Fees annually in advance, the Agreement will expire at the end of the Initial Term.
2.2 If You subscribe to the Services and pay the Subscription Fees monthly in advance, the Agreement will continue throughout the Initial Term and will automatically continue after the Initial Term for successive one (1) month periods until terminated pursuant to condition 12.
2.3 In the event that You pay the Subscription Fees annually in advance, You may re-contract for further periods of twelve (12) months but You will not be required to pay the Enrolment Fee again.
3. Grant of Licence
3.1 In the event that You subscribe to use the Services Yourself or if You do so as a Registrar, We grant You and Your Authorised Users (if any) a non-exclusive, non-transferable licence to use the Site and access the Services for training purposes in accordance with these Terms and Conditions and Your Subscription.
3.2 In order to provide the Services, We shall provide You, or if You are a Registrar, Your Authorised Users with access to the Site. Such access shall be limited to You or the number of Authorised Users set out in Your Subscription. You and Your Authorised Users (if any) will each be provided with Log-in Details and will need to create a password.
3.3 If You are subscribing to receive the Services on Your own account, You acknowledge and confirm Your consent that We may share Your personal information with Our technical solutions providers who may be situated outside of the European Economic Area. This is solely to enable the delivery of the Services to You.
3.4 In the event that You are a Registrar, You warrant and confirm that You have obtained the consent of each Authorised User prior to completing the registration process for them and that they understand that the registration details including but not limited to their name and email address will be shared with third parties situated outside of the European Economic Area who provide Us with technical solutions to enable the delivery of the Services to You and the Authorised User.
3.5 We shall provide the Services with reasonable care and skill.
3.6 We shall use reasonable endeavours to make the Services available on a daily basis.
3.7 We do not guarantee that the Services will meet any specific requirements that You might have, except to the extent that We will use our reasonable endeavours to ensure that the Course will confirm with its description as featured on the Site.
3.8 We do not guarantee that You will obtain any specific result or outcome from the receipt of the Services, other than the fact that if Your Authorised Users successfully complete the Course and pass the relevant assessment, they will be entitled to use the Titan Certification in accordance with condition 9.
3.9 You are prohibited from reselling the content of the Services, including but not limited to the Course Materials or otherwise making any of the Services available to any third party or any of Your employees, agents or sub-contractors (if applicable) who are not Authorised Users, for commercial purposes or otherwise, whether in their original form or altered, adapted, republished or reproduced and whether or not combined in any way with other materials.
3.10 If You subscribe to the Services as a Registrar, You warrant and confirm that any Authorised Users that You register to use the Services will comply with these Terms and Conditions.
4.1 We will provide Support to You on an ad hoc basis to help You access the Services. Details as to how You can obtain Support can be found on the Site.
4.2 We cannot guarantee uninterrupted availability of the Services or that Support will always be able to resolve the technical problem experienced by You.
5. Customer’s obligations and warranties
5.1 You undertake that You will keep the Log-in Details confidential and will be responsible for any activity undertaken when using the Services under the Log-in Details. It is Your responsibility that Authorised Users keep their passwords secure and each Authorised User only uses their own Log-in Details and password.
5.2 In the event that You believe that any unauthorised access to the Services is taking place, You will inform Us as soon as reasonably practicable. We may require You to change Your Log-in Details in this event.
5.3 No warranty is given by Us that the Site is free from computer viruses or any other malicious or impairing computer programs. We shall use current releases of anti-virus software to reasonably determine that the Site does not contain such viruses and programs. You shall report any suspected faults to the Site to Us promptly after such suspected faults come to Your attention.
5.4 You shall not use software that will corrupt Our software and/ or the Site in any way. You must not knowingly introduce to the Site any viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Site, the server on which the Site is stored or any server, computer or database connected to the Site.
5.5 If Our performance of Our obligations under this Agreement are prevented or delayed by any acts or omissions of made by You, Your agents, subcontractors, consultants or employees, We shall not be liable for any costs, charges or losses that You sustain or incur which arise from such prevention or delay.
6. Fees and payment
6.1 In consideration of Our provision of the Services, You shall pay by credit card using the payment portal on the Site, before the Commencement Date the Enrolment Fee and either:
6.1.1 one (1) year’s worth of the Subscription Fees as a one-off lump sum payment; or
6.1.2 if paying monthly, the first of the twelve (12) monthly instalments of the Subscription Fees.
6.2 If You choose to pay the Subscription Fees by twelve (12) monthly instalments in accordance with condition 6.1.2, You grant Us continuing authority to use Your credit card information to take the remainder of the Subscription Fees monthly in advance, unless and until this Agreement is terminated in accordance with condition 12. You agree not to revoke Your authority and in the event that You cancel Your credit card, You shall promptly provide Us with the details of a new credit card and authority to take payment using the new card.
6.3 Unless expressed otherwise, the Fees are exclusive of VAT and any similar taxes. All such taxes (if applicable) are payable by You at the prevailing rate.
6.4 You shall pay all Fees to Us without any deduction, set-off, counterclaim, discount, abatement or otherwise.
6.5 Without prejudice to any other right or remedy that You may have, if You fail to pay any Fees on the due date, We may:
6.5.1 charge interest on the amount unpaid from the due date up to the actual date of payment (both before and after judgment) at the current rate set out under the Late Payment of Commercial Debts (Interest) Act 1998; and/ or
6.5.2 suspend all Services until payment has been made in full.
7. Intellectual property rights
7.1 The Intellectual Property Rights in the Services, including but not limited to, the Course and the Course Materials, all materials included on the Site (including without limitation, designs, texts, pictures, graphics, logos, images and the selection and arrangement of them) and in all software compilations, coding, underlying source code and software in the Site belong to Us (or Our licensors).
7.2 By granting You licence to access and use the Services and the Site in accordance with condition 3 above, We do not purport to grant, assign or transfer the Intellectual Property Rights in the Services or the Site to You, but are merely granting You a licence to use the Site for the purpose of receiving the Services.
7.3 You are prohibited from any form of reverse engineering or de-compilation or from using other methods in order to obtain the source code, business secrets, methods or other information belonging to Us or Our software.
7.4 Subject to condition 3.9, You may print and keep copies of the Course Materials for Your own training, personal and educative purposes only.
7.5 Infringement of Our Intellectual Property Rights in the Site and/or the Services may lead to criminal and/or civil sanctions in the UK and/or in other countries.
8. Use of the site
8.1 Linking to and/or framing of the Site without Our prior written consent is strictly prohibited.
8.2 From the Site, You may be able to access websites operated by others. Links to third party websites on the Site are provided solely for Your convenience. We have not reviewed all of these third party websites and do not control and are not responsible for these websites or their content or availability. We do not endorse such websites nor do We accept responsibility for any damage or loss You may suffer from accessing such websites or any material on them.
8.3 You are prohibited from posting or transmitting to or from the Site any material:
8.3.1 that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or
8.3.2 which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world.
8.4 We will not be responsible or liable to any third party for the content or accuracy of any content posted on the Site by You (if applicable) or any other user of the Site. The views expressed by other users on the Site do not represent Our views or values.
8.5 We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect Your computer equipment, computer programs, data or other proprietary material due to Your use of the Site or the Services or because You have downloaded any material posted on the Site, or on any website linked to it.
8.6 We do not, to the extent permitted by law, accept any liability (whether in contract, tort, negligence or otherwise) for any external compromises of security and/or confidentiality in relation to transmissions sent by email.
8.7 We may change or discontinue any aspect of the Services at any time, including but not limited to, the content or features of the Services. We reserve the right to change the terms and conditions applicable to the use of the Services at any time. Such changes will be effective immediately upon notice, which shall be placed on the Site. Use of the Site after such notice shall be deemed to be acceptance by the user of such changes.
9. Titan Certification
9.1 The successful completion of certain Courses may entitle You and/ or Your Authorised Users to the Titan Certification.
9.2 In this event, You and/ or Your Authorised Users will receive a certificate indicating completion of the Course in question and will be licensed by Us to use the term “Titan Learning Limited Certified” in Your business communications.
9.3 You and Your Authorised Users are prohibited from using the Titan Certification in any way, including but not limited to, using it in advertising and/ or promotional materials until You and/ or they have completed the minimum requirements for the Titan Certification and have been notified by Us of successful completion.
9.4 Even if You and/ or Your Authorised Users have completed the minimum requirements for the Titan Certification and have been notified by Us of successful completion, Your continued use of the Titan Certification is conditional upon You and Your Authorised Users continuing to meet Our minimum requirements for continuing education and recertification, including maintaining a current Subscription for the Services for which certification is granted.
10. Interruptions and site maintenance
10.1 While We will use Our reasonable endeavours to ensure uninterrupted access to the Services, We shall have no responsibility or liability arising out of or in connection with any communications or network defects, delays or failures (whether temporary or otherwise) (a) experienced by You while accessing the Site; and/or (b) which impact on delivery of the Services.
10.2 From time to time, We and Our service providers may need to carry out maintenance work on Our equipment and systems, and shall use Our reasonable endeavours to ensure that, in doing so, reasonable notice is given and minimum disruption to the Site is caused. However, You acknowledge that We cannot guarantee that the Site will be continuously available online. For the avoidance of doubt, no refund shall be offered to You in respect of interruptions to the availability of the Site arising as a result of maintenance work.
11. Limitation of liability
11.1 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
11.2 Nothing in this Agreement limits or excludes the liability of either Party for death or personal injury resulting from negligence or for fraud or fraudulent misrepresentation.
11.3 Subject to condition 11.2, We shall not under any circumstances whatever be liable for any loss of profits, any loss of business, any depletion of goodwill, any loss of anticipated savings, any loss or corruption of data or information or any special, indirect or consequential loss suffered by You.
11.4 We will not be liable if You lose any data either as a result of accessing the Services or in the process of completing any Course on the Site.
11.5 Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Agreement shall in all circumstances be limited in aggregate to 100% of the Fees paid or payable in the twelve (12) months immediately preceding the event giving rise to the loss or damage.
12.1 If You choose to pay twelve (12) months’ worth of Subscription Fees in one lump sum advance payment, this Agreement will expire at the end of the Initial Term.
12.2 If You choose to pay the Subscription Fees in twelve (12) monthly instalments, then after expiry of the Initial Term, this Agreement may be terminated at any time by either Party giving at least thirty (30) days’ written notice.
12.3 Without prejudice to any other rights or remedies which the Parties may have, We may terminate this Agreement without liability to You immediately on giving notice if:
12.3.1 You commit a material breach of any of the terms of this Agreement and (if such a breach is remediable) fail to remedy that breach within thirty (30) days of being notified to do so; or
12.3.2 You are unable to pay Your debts (within the meaning of section 123 of the Insolvency Act 1986), or become insolvent, or are subject to an order or a resolution for Your liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or You have an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of Your assets, or You enter into or propose any composition or arrangement with Your creditors generally, or You are subject to any analogous event or proceeding in any applicable jurisdiction; or
12.3.3 the number of users accessing the Site exceeds the permitted number of Authorised Users; or
12.3.4 You fail to pay any due Fees due under this Agreement.
12.4 You may terminate this Agreement on written notice to Us if We fail to make available the Services on a daily basis for seven (7) consecutive days (except if such failure is due to a Force Majeure Event) and We fail to remedy the breach within a period of seven (7) days after being notified in writing to do so.
12.5 On termination of this Agreement for any reason:
12.5.1 You shall immediately pay Us all outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, We may submit an invoice, which shall be payable immediately on receipt; and
12.5.2 the accrued rights, remedies, obligations and liabilities of the Parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
13. Force majeure
13.1 Subject to condition 13.2, We will not be liable to You for any delay or non-performance of Our obligations under this Agreement arising from any Force Majeure Event.
13.2 In the event that such delay or prevention continues for more than eight (8) weeks, We may terminate this Agreement on thirty (30) days’ written notice to You, in which case, the provisions of condition 12 will apply.
No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
If any of the terms of this Agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition, clause or provision will to that extent be severed from the remaining terms, conditions, clauses and provisions which will continue to be valid to the fullest extent permitted by law.
16. Entire agreement
16.1 This Agreement and any documents referred to in it constitutes the entire Agreement between the Parties and supersedes any previous arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of this Agreement.
16.2 Each Party acknowledges that, in entering into this Agreement and the documents, it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement or those documents. Each Party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement or those documents (whether made innocently or negligently) shall be for breach of contract.
17.1 You shall not, without Our prior written consent assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of Your rights or obligations under this Agreement.
17.2 Each Party that has rights under this Agreement is acting on its own behalf and not for the benefit of another person.
18. Rights of third parties
A person who is not a Party to this Agreement shall not have any rights under or in connection with it.
All notices given by You to Us must be sent to Titan Learning Limited at firstname.lastname@example.org. We may give notice to You at either the e-mail or postal address You provided on Subscription. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter.
20. Governing law and jurisdiction
This Agreement is governed by, and construed in accordance with, the law of England and Wales. Any dispute arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales save that We may bring proceedings or enforce any judicial decision in jurisdictions of Our election. By using the Services, You agree to submit to the jurisdiction of the English Courts.