Online Training End User Contract Terms and Conditions

1.1. Definitions

"ANT" means Astra Nova Limited of 150 Locket Road Harrow, London HA3 7 NZ, United Kingdom
"Account" means the Customer’s authorised Online Training account
"Account Information" means passwords, usernames and any other information related to the Account or the Service.
"Contract" means any contract between ANT and the Customer for the sale and purchase of the Service, incorporating these conditions.
"Contributor" means a third party who has supplied or licensed software, content and/or other information to ANT which is contained within the Service.
"Customer" means the person, team of people or organization (company, institution, university etc.) who purchases the Service from ANT.
"Intellectual Property Rights" means any and all of the following: (a) rights associated with works of authorship throughout the universe, including but not limited to copyrights, moral rights, and mask-works; (b) Trademark and trade name rights and similar rights; (c) Trade secret rights; (d) Patents, designs, algorithms and other industrial property rights; (e) All other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated, including, but not limited to logos, rights of publicity and rights to remuneration) whether arising by operation of law, contract, license, or otherwise; and (f) All registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing).
"Location" means the geographical area or organizational units for which ANT has agreed that the Customer may access and use the Service, or in the event of no such agreement at any one of the Customer's addresses.
"Online Training" ANT’s Online Training Courses
"Service" means the Software and content hosting service and other software and documentation provided therewith.
"Service Fee" means all fees and charges (plus applicable taxes) payable for use of the Service.
"Site" means the website www.crotraining.co.uk
"SLA" means the ANT Service Level Contract.
"Software" means ANT’s Online Training software application or in other words the Online Training Platform- the e-learning platform
"Source Code" means the human-readable form of any computer programming code.
"Submissions" means all comments, suggestions ideas, graphics, questions or other information submitted by the Customer to ANT through the Site or the Service.
1.2. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3. Words in the singular include the plural and in the plural include the singular.
1.4. A reference to one gender includes a reference to the other gender.
1.5. Headings do not affect the interpretation of these conditions.

2 Application of Terms

2.1. Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2. No terms or conditions endorsed on, delivered with or contained in the Customer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3. These conditions apply to all the ANT’s sales and any variation to these conditions and any representations about the Service shall have no effect unless expressly agreed in writing and signed by a director of ANT. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of ANT which is not set out in the Contract.
2.4. Each order or acceptance of a quotation for the Service by the Customer from ANT shall be deemed to be an offer by the Customer to buy the Service subject to these conditions.
2.5. No order placed by the Customer shall be deemed to be accepted by ANT until a written acknowledgement of order is issued by ANT.
2.6. The Customer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.7. Any quotation is given on the basis that no Contract shall come into existence until ANT despatches an acknowledgement of order to the Customer. Any quotation is valid for a period of 30 days only from its date, provided that ANT has not previously withdrawn it.

3 General

3.1. The Service, consisting of access to certain application software, content and/or other information, and other content owned or licensed by ANT and/or its Contributors, is provided by ANT, a Company registered in the United Kingdom, through the Service located at the Site.
3.2. ANT Online Training is valid for 6 months after the date of payment or purchase. This means that the Customer has access to the training materials and is able to perform the exam during this period of 6 months.
3.3. ANT agrees to provide the Service outlined in the SLA and the Customer agrees to strictly abide by all Customer Responsibilities contained in the SLA. The SLA is governed by and subject to the terms and conditions of this Contract. In the event of any conflict or incompatibility between the provisions of the SLA and the terms of the Contract the terms of the Contract will take precedence.

4 Restricted License

4.1. Subject to the terms and conditions of this Contract, ANT hereby grants to The Customer a non-exclusive, non-transferable license to access and use the Service at the Location.
4.2. All rights not expressly granted to the Customer are hereby reserved by ANT and/or the respective Contributor. ANT and each Contributor shall have the right to assert and enforce the provisions of this Article 2 directly on its own behalf.
4.3. The Customer agrees (a) to abide by this Contract and (b) to keep its Account Information confidential, and to inform ANT promptly upon the unintended and/or undesired disclosure of any portion of such Account Information.
4.4. The licence entitles an agreed maximum number of named individual employees or researchers of the Customer to access the Service in accordance with the terms of this Contract. The Customer agrees to ensure that access is made only by such authorised persons using their assigned passwords.
4.5. ANT reserves the right to adjust the licence fee to reflect any change the original licence configuration
4.6. The Customer shall not without the prior written consent of ANT use the Service in any location except the Location
4.7. The Customer shall only use the Service in combination with research and development data originating at the Location.
4.8. The licence shall not be deemed to extend to any programs or materials of ANT or its Contributors other than the Service unless specifically agreed to in writing by ANT.
4.9. The Customer may only change the Location for which the Service is licensed by obtaining ANT’s prior written approval.

5 Intellectual Property Rights

5.1. It is hereby understood and agreed that as between ANT and the Customer, ANT is the owner of all rights, title and interest, including all Intellectual Property Rights to the Software, the Service, the Site, and the Submissions. The Customer hereby grants to ANT and irrevocable, worldwide , exclusive licence to use such Submissions for any commercial or other purpose whatsoever without compensation to the Customer or any third party. The Customer hereby warrants that no Submissions shall violate any Intellectual Property Right of any third party.
5.2. Except as expressly provided herein, the Customer does not acquire any rights to the Service or the Site through the purchase of licenses to the Service or the Site. The Customer may not reverse engineer, decompile, disassemble, or otherwise attempt to discern the Source Code of the components of the Service, or create derivative works based thereon. The Customer also may not download, republish, reproduce, copy, post, transmit, or in any way distribute any material from the Site unless such activities are in direct furtherance of the Customer’s permitted use of the Service and do not in any way violate this Contract.
5.3. The Customer is not permitted to: (a) rent, lease, assign or transfer all or any part of the Service and/or Account Information to any person or entity without the prior written consent of ANT; (b) remove any proprietary notices, labels, or marks on any component of the Service (or the Service or Site generally), whether in machine language or Source Code; (c) use the Service to provide a service bureau by which the Service can be accessed by third parties or by which information produced pursuant to the Service is sold or given to third parties via pay per call or other arrangements; or (d) sublicense, assign, delegate or otherwise transfer this licence or any of the related rights or obligations for any reason without the prior written consent of ANT (any attempt to sublicense, assign, delegate or transfer this licence, either by contract, statute, corporate merger of any sort, regulation or court order, without the prior written consent of ANT shall be deemed nul and void at ANT's sole and absolute discretion). Failure to comply with these restrictions will result in automatic termination of this Contract.

6 Privacy

6.1. ANT will not disclose any personal information about the Customer’s use of the Service in violation of the ANT Privacy Policy, a copy of which is available upon application by the Customer to ANT.

7 Payment

7.1. The Customer is responsible for paying the Service Fee as it becomes due.
7.2. Unless otherwise stated in writing from ANT, the Customer must make payment of all fees and charges within 30 days from date of ANT’s invoice or on or before the date of commencement of the licence period whichever comes sooner. Except as otherwise provided in this Contract, all fees and charges are non refundable.
7.3. The Service Fee and other charges payable under this Contract are exclusive of any applicable VAT and other sales tax which shall be payable by the Customer at the rate of in the manner prescribed by law against submission of a valid tax invoice.
7.4. Any charges payable by the Customer under this Contract in addition to the Service Fee shall be paid within 30 days after the receipt by the Customer of ANT's invoice therefor.
7.5. ANT shall have the right to charge interest on overdue invoices at the rate of 4% per year above the base rate of National Westminster Bank Plc, calculated through a date when payment of the invoice becomes due for payment up to and including the date of actual payment whether before or after judgement.

8 Term

8.1. This Contract shall continue until terminated pursuant to Article 9 below.

9 Termination

9.1. Either Party may terminate this Contract without reason effective upon ninety (90) days notice to the other Party expiring at any time after the first anniversary of this Contract. Notwithstanding the foregoing, ANT may immediately terminate this Contract upon (a) the Customer‘s breach of any provision of this Contract or (b) any action by the Customer that ANT determines, in its sole judgement, to interfere with the operation or use of the Service.
9.2. In the event of immediate termination, ANT shall be entitled to keep the entire Service Fee for the year in which such termination occurred and the Customer shall not be entitled to any refund thereof.
9.3. Any termination of the licence or this Contract (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision of this Contract which is expressly or by implication intended to come into or continuing force on or after such termination.
9.4. Forthwith upon termination of the licence or this Contract, the Customer shall return to ANT all Account Information, software and all other information and documentation received from INF or derived from the Service.

10 Equipment Operation

10.1. The Customer is solely responsible for acquiring and maintaining all computer hardware and software, telephone, and other equipment, and all communications and other services needed for access to and use of the Service.
10.2. ANT reserves the right at any time and for any reason to modify or discontinue any aspect or feature of the Service, including, but not limited to, the Service's content, functionality or the equipment required to access or use the Service.

11 Security and Data Storage

11.1. The Customer shall not permit or allow other persons to have access to or to use Account Information other than the Customer, the Customer's employees or researchers who have been notified of and agreed to abide by the restrictions set forth in this Contract, without ANT's prior express written consent.
11.2. Although ANT has taken significant measures to ensure the security of information submitted by the Customer in using the Service, ANT cannot guarantee the security of information collected during the Customer‘s use of the Service and shall not be liable in any way for compromise of the Customer’s data.

12 Relationship of the Parties - Independent Contractor

12.1. It is expressly understood and agreed that the relationship between the Parties is as follows: each Party is acting as an independent contractor and is not an agent, partner, or in a joint venture with the other Party for any purpose, nor is there any fiduciary or other relationships between the Parties other than the contractual relationship expressly provided for in this Contract.
12.2. The Parties have no authority to assume or create any obligation for or on behalf of the other Party, express or implied, with respect to this Contract or otherwise.

13 ANT Warranties

13.1. UNLESS SPECIFIED TO THE CONTRARY IN THE SERVICE LEVEL AGREEMENT, THE SERVICE IS SUPPLIED "AS IS" AND WITH ALL FAULTS. ANT MAKES, AND THE CUSTOMER RECEIVES, NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR IN ANY COMMUNICATION WITH THE CUSTOMER. ANT AND ITS CONTRIBUTORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND NON-INFRINGEMENT, ANY WARRANTY THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, AND/OR THE FAILURE TO PROVIDE ADEQUATE SUPPORT FOR THE SERVICE. ANT DOES NOT WARRANT THAT THE SERVICE IS FREE OF INACCURACIES, ERRORS, BUGS, INTERRUPTIONS OR OTHER PROGRAM LIMITATIONS NOR DOES INF WARRANT THAT THE SITE, ORSERVER THAT MAKES IT AVAILABLE, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OFTHE SERVICE REMAINS WITH THE CUSTOMER, AND THE CUSTOMER AGREES TO ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF PROBLEMS CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS. THE CUSTOMER SPECIFICALLY AGREES THAT INF SHALL NOT BE RESPONSIBLE FOR THE UNAUTHORISED ACCESS TO OR ALTERATION OF THE CUSTOMER’S DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY EXPENSES, DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSIONS, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, STRICT LIABILITY, NEGLIGENCE, OR FOR ANY OTHER CAUSE OF ACTION. THE CUSTOMER ALSO AGREES THAT INF IS NOT RESPONSIBLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY THIRD PARTY OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS.

14 Limitation of Liability

14.1. The Customer acknowledges that the operation and availability of the communications systems, including, without limitation, telephone service, computer networks and the Internet, used for accessing and interacting with the Service can be unpredictable and may, from time to time, interfere with or prevent access to or operation of the Service. The Customer acknowledges that ANT is not responsible for any such interference with or prevention of the Customer’s use of or access to the service.

15 Indemnification

15.1 The Customer agrees to indemnify and hold harmless ANT and each and every Contributor, and their respective affiliates, officers, directors, employees, consultants, agents, licensees and licensors from any claim, demand, or damages, including reasonable legal fees, asserted by any third party due to, arising out of, or in any way related to, the use of the Service or any breach of the terms of this Contract.
15.2 As used in this Contract, "affiliate" means any entity which controls, is controlled by, or is under common control with the named entity. For the purposes of this definition "control" means direct or indirect beneficial ownership of 50% or more of the share capital, stock or other participating interest carrying the right to vote or to distribution of profits of that entity.

16 Confidential Information

16.1. Both Parties to this Contract undertake, except as provided below, to treat as confidential and keep secret all information marked "confidential" or which may reasonably be supposed to be confidential (in this Contract collectively referred to as "the Information") with the same degree of care as it employs with regard to its own confidential information of a like nature and in any event in accordance with best current commercial security practices, provided that, this clause shall not extend to any information which was rightfully in the possession of either party prior to the commencement of the negotiations leading to this Contract or which is already public knowledge or becomes so at a future date (otherwise there is a result of a breach of this clause).
16.2.

Both Parties shall not without prior written consent of the other party divulge any part of the Information to any person except:

16.2.1. to their own employees and then only to those employees who need to know the same;
16.2.2. to either Party's auditors, an officer of HM Revenue & Customs, a court of competent jurisdiction, governmental body or applicable regulatory authority and any other persons or bodies having a right duty or obligation to know the business of the other Party and then only in pursuance of such right duty or obligation.
16.3. Both Parties undertake to ensure that persons and bodies referred to in clause 16.2.2 are made aware before the disclosure of any part of the Information that the same is confidential and that they owe a duty of confidence to the other Party.
16.4. Each Party to this Contract shall promptly notify the other Party if it becomes aware of any breach of confidence by any person to whom it divulges all or any part of the Information and shall give the other Party reasonable assistance in connection with any proceedings which the other Party may institute against such person for breach of confidence.
16.5. The foregoing obligations as to confidentiality shall remain in full force and effect notwithstanding any termination of the licence or this Contract.

17 Assignment

17.1. This Contract is personal to the Parties and subject to clause 17.2 below, neither this Contract or any rights, licences or obligations under it, may be assigned by either Party without prior written approval of the other Party.
17.2. Notwithstanding the foregoing, either Party may assign this Contract to any acquirer of all or substantially all of such Party's equity securities, assets or business relating to the subject matter of this Contract or to any entity controlled by that controls or is under common control with a Party to this Contract. Any attempted assignment in violation of this clause will be void and without effect.

18 Severance

18.1. If any provision of this Contract is prohibited by law or judged by a court to be void or unenforceable, the provision shall, to the extent required, be severed from this Contract and rendered ineffective as far as possible without modifying the remaining provisions of this Contract, and shall not in any way affect any other circumstances of or the validity or enforcement of this Contract.

19 Successors and Assignees

19.1. This Contract shall be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assignees, and references to a party in this Contract shall include its successors and permitted assignees.
19.2

In this Contract references to a Party include references to a person:

19.2.1. who for the time being is entitled (by assignment, novation or otherwise) to that Party's rights under this Contract (or any interest in those rights);
19.2.2. who, as administrator, liquidator or otherwise, is entitled to exercise their rights, and in particular those references shall include a person to whom those rights (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction or other reorganisation involving that party. For this purpose, references to a party's rights under this Contract include any similar rights to which another person becomes entitled as a result of a novation of this Contract.

20 Notice

20.1 Any notice required by this Contract or given in connection with it, shall be in writing and shall be effective one (1) business day after it is sent to the appropriate Party by personal delivery or by recognised overnight delivery service or seven (7) business days after being sent via first class mail postage prepaid, to the Customer’s address as notified to ANT previously or in the case of ANT to Astra Nova Ltd150 Locket Road Harrow, London HA3 7 NZ, United Kingdom, United Kingdom, or to such other address as a Party may provide by written notice to the other Party from time to time.

21 Governing Law/Jurisdiction

21.1. This Contract shall be governed by and construed under the laws of England and any action brought by the Parties to enforce or interpret any provision of this Contract shall be brought exclusively in an appropriate court in England. The Parties hereby consent to such jurisdiction and waive any objection to such venue.

22 General

22.1. This Contract sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges and supersedes all prior agreements, writings, commitments and discussions. Failure by ANT to enforce any provision of this Contract will not be deemed a waiver of future enforcement of that or any other provision.
22.2. Non-performance of either Party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non performing Party.
22.3. This Contract shall be construed within its fair meaning and no inference shall be drawn against the drafting Party in interpreting this Contract.
22.4. Headings used in this Contract are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Contract.
22.5. The Customer is responsible for periodically reviewing this Contract and its compliance thereto.
22.6. A printed version of this Contract and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Contract to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
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