Terms And Conditions
“IIDGR (UK) Limited trading as De Beers Group Institute of Diamonds, a company incorporated and registered in England and Wales with company number 08597754 whose registered office is at 20 Carlton House Terrace London SW1Y 5AN (IIDGR).”
IIDGR provides education services that have been purchased through its website (debeersgroupinstitute.com) (the "Website") that are either online courses provided through the Website (the "Online Services") or courses based in classrooms or labs (the "Offline Services") (collectively, the "Services").
1. UNDERSTANDING THESE TERMS AND CONDITIONS
1.1 These terms and conditions ("Terms and Conditions") are divided into three parts:
1.1.2 part 2: the terms of sale ("Terms of Sale"). These set out the terms on which you may order the Services. The Terms of Sale will become binding on you when you submit an order for Online Services and/or Offline Services and will be incorporated, together with the rest of these Terms and Conditions, into the contract between you and us in relation to such Services (each a "Contract"); and
1.2 When certain words and phrases are used in these Terms and Conditions, they have specific meanings (these are known as "defined terms"). You can identify these defined terms because they start with capital letters (even if they are not at the start of a sentence). Where a defined term is used, it has the meaning given to it in the section of these Terms and Conditions where it was defined (you can find these meanings by looking at the sentence where the defined term is included in brackets and speech marks).
1.3 When we refer to "we", "us" or "our", we mean IIDGR; and when we refer to "you" or "your" we mean:
1.3.1 if you are a consumer, the individual using the Services for a purpose that is wholly or mainly outside of their trade, business, craft or profession; and
1.3.2 if you are not a consumer:
188.8.131.52 the business that you have the authority to bind; or
184.108.40.206 the individual using the Services for purposes that are not wholly or mainly outside of their trade, business, craft or profession,
(in each case a "Business").
2. THE WEBSITE
2.1 We do not guarantee that the Website, or any content on it, will always be available or be uninterrupted. Access to the Website is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of the Website without notice. We will not be liable to you if for any reason the Website is unavailable at any time or for any period (save to the extent that such unavailability affects your ability to use the Services, in which case our liability will be as set out elsewhere in these Terms and Conditions). We may update the Website and/or change the content on it at any time.
2.3 The Website and all content, materials, text, publications, articles, documents, know-how, files, and software from time to time contained or comprised in the Website including any hard or soft copy materials that are provided to you in the delivery of the Services (the "Content") are provided for general information purposes only. They are not intended to amount to advice on which you should rely.
2.4 Unless you are a Business and you register an Account and/or purchase Services, you may only use the Website for your own domestic, private and non-commercial use.
3. ACCEPTABLE USE OF THE ONLINE SERVICES
3.1 You will not, and where relevant will procure that Students (as defined in clause 8.1) will not:
3.1.1 use the Content in any way that breaches these Terms and Conditions or any applicable local, national or international law or regulation;
3.1.2 do any act or thing that might damage, disrupt or otherwise interfere with the operation of the Services and/or Website or any equipment, network or software used in operating the Services and/or Website;
3.1.3 attempt to copy, and/or copy, or otherwise reproduce or re-sell any part of the Website, Services or Content unless expressly permitted to do so in these Terms and Conditions;
3.1.4 attempt to copy, and/or copy the features, technology or user interface of, the Services or Content for any purpose;
3.1.5 gain, or attempt to gain, unauthorised access to, or disrupt the integrity or performance of, the Website or Content or any of the Website’s underlying software or source code or Content's underlying software or source code;
3.1.6 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the Website's or Content's underlying software or source code except where expressly permitted by law (to the extent such permission cannot be excluded by agreement between you and us);
3.1.7 use the Website or Content in a way that infringes the copyright, trade marks or other Intellectual Property Rights (as defined in clause 5) owned by or licensed to us;
3.1.8 access all or any part of the Services in order to build a product or service which competes with the Services;
3.1.9 use the Services to provide services to third parties; and/or
3.1.10 create any database of, or other store for, the Content (or any material part of it) that creates the ability for you or any third party to access the Content (or any material part of it) or has the effect of permitting offline or other access to the Content (or any material part of it) without requiring the use of the Website or other services (including the Services) provided by us.
3.2 You will, and where relevant will procure that Students will, use and (where applicable) download Content only using the functionality made available on the Website.
User Generated Content
3.3 If you supply or upload any content to the Website, the content you supply or upload (the "User Generated Content"):
3.3.1 must not be obscene, abusive, offensive or racist and it must not promote or propose hatred or physical harm against anyone;
3.3.2 must not harass or bully another person;
3.3.3 must be true and honest so far as you know;
3.3.4 must not be defamatory of anyone;
3.3.5 must not use the material or content of anyone else (unless you have all necessary permissions to do so and (if required by law) include an appropriate attribution) or infringe the rights (including the intellectual property rights) or privacy of anyone else;
3.3.6 must not contain someone else’s personal details or confidential information relating to other people (unless you have that person's full consent); and
3.3.7 must not promote or condone terrorism, violence or illegal behaviour.
3.4 We reserve the right to refuse to accept or refuse or cease to use any User Generated Content supplied by any person that we think contravenes this clause 3.
3.5 In addition, we may from time to time provide interactive services in the Content that shall enable you to upload User Generated Content, including, without limitation:
3.5.1 comment facilities;
3.5.2 chat rooms;
3.5.3 bulletin boards;
3.5.5 ratings; and/or
3.5.6 feedback functionality,
(together the "Interactive Services").
3.6 Where we provide an Interactive Service, we will use reasonable endeavours to provide information to you about the kind of service offered and if it is moderated. However, we are under no obligation to oversee, monitor or moderate any Interactive Service we provide.
3.7 The use of any of our Interactive Services by a minor is subject to the consent of their parent or guardian. We advise parents who permit their children to use an Interactive Service that it is important that they communicate with their children about their safety online. Minors who are using any Interactive Service should be made aware of the potential risks to them.
3.8 We do not guarantee that the Website, Services or Content will be totally secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform in order to access the Website, Services and Content and we recommend that you use your own virus protection software.
3.9 You must not misuse the Website, Services or Content by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Services or Content, the server on which the Website or Content is stored or any server, computer or database connected to the Website, Services or Content. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you could be committing a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Services and Content will cease immediately.
4. USE OF OFFLINE SERVICES
4.1 If you have entered into a Contract with us to receive Offline Services, you will, and where relevant will procure that Students will:
4.1.1 comply with all health and safety rules and regulations and any other reasonable security requirements that apply at the premises at which the Offline Services are provided;
4.1.2 in order to receive such Offline Services, complete any preparatory work and attend any courses (in person) at the premises we specify; and
4.1.3 only use the premises at which the Offline Services are provided for the purposes of participating in the Offline Services.
4.2 We will provide such personnel to deliver the Offline Services as we, in our sole discretion, deem fit and we will be entitled at any time to substitute any such personnel for any other person who, in our sole discretion, we deem suitably qualified to deliver the relevant Offline Services.
4.3 You acknowledge that:
4.3.1 your and the Students' personal possessions are your and/or their sole responsibility (as applicable); and
4.3.2 we accept no responsibility and/or liability for anything that is lost or stolen from our premises other than (if you are a consumer) to the extent that such loss or theft is due to our sole fault.
4.4 You are advised (and will ensure that each Student is advised) not to bring any valuables when attending our premises to receive Offline Services. Without limiting the foregoing or the effect of clause 4.3 above, you will keep (and will ensure that each Student keeps) any valuables that are brought to our premises:
4.4.1 about your (or the relevant Student's) person at all times; and/or
4.4.2 if advised by us, in any storage facility that we may provide.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 We are the owner or licensee of all Intellectual Property Rights in the Website, Services and Content, and our name and mark. Those works are protected by intellectual property laws and treaties around the world. All such rights are reserved.
5.2 You are not granted any right to use, and may not use, any of our Intellectual Property Rights (as defined in clause 5.6) other than as set out in these Terms and Conditions.
5.3 Unless you are a Business and have purchased the applicable Services from us (and, in such case, only to the extent expressly permitted under these Terms and Conditions):
5.3.1 you must not use the Services (or any part of it) or the Content for commercial purposes; however, you may download material from the Website solely for non-commercial, personal use by you; and
5.3.2 no part of the Website, Services or Content, may be copied, reproduced, republished, uploaded, re-posted, modified, transmitted or distributed or otherwise used in any way for any non-personal, public or commercial purpose without our prior written consent.
5.4 Any communications or materials you send to us through the Website by electronic mail or other means will be treated as non-proprietary and non-confidential (other than communications in respect of the Services if you use the Website to enrol a Student). We are free to publish, display, post, distribute and otherwise use any ideas, suggestions, concepts, designs, know-how and other information contained in such communications or material for any purpose, including, but not limited to, developing, manufacturing, advertising and marketing us and our products and services. In particular, you grant us a non-exclusive, irrevocable, transferable, sub-licensable, perpetual, royalty-free, worldwide licence to copy, use, reproduce, distribute, display, publish, adapt, translate, prepare derivate works of and/or amend any User Generated Content in any format, including in our services and products for any purpose including in relation to the promotion of our services and products.
5.5 If you are a Business and you submit any article(s) and/or other editorial material(s) to the Website ("Editorial Material", each being a form of User Generated Content), you:
5.5.1 warrant that you have all necessary rights, permissions and consents to grant us the licence set out in clause 5.4 in respect of such Editorial Material; and
5.5.2 grant us a non-exclusive, transferable, sub-licensable, perpetual, royalty-free, worldwide licence to use your name and likeness in order to identify you and/or the relevant author and/or any co-authors (as applicable) as the author(s) of such Editorial Material, including following the termination of the Services under these Terms and Conditions by you or us for any reason, provided that, for the avoidance of doubt, with effect from the termination of the Services under these Terms and Conditions by you or us for any reason, we shall not be obliged to refer to any of the author(s) of any Editorial Material as the author of such Editorial Material and you hereby waive, and/or warrant that you have procured waivers from any authors and/or co-authors of, any and all moral rights and/or other rights of attribution in respect of such Editorial Material to the fullest extent permitted by law.
5.6 We shall own and retain all rights, title and interest in and to any (i) patents, inventions, designs, copyright and related rights, database rights, trademarks (whether registered or unregistered) and related goodwill, service marks and trade names (whether registered or unregistered), and rights to apply for registration; (ii) proprietary rights in domain names; (iii) knowhow and Confidential Information (as defined in clause 15.7.1); (iv) applications, extensions and renewals in relation to any of these rights; and (v) all other rights of a similar nature or having an equivalent effect which currently exist anywhere in the world (the "Intellectual Property Rights") in the Services, Content and any Certificates (as defined in clause 8.6) (including its Confidential Information). You acknowledge that any disclosure pursuant to these Terms and Conditions shall not confer on you and/or any Students any such Intellectual Property Rights.
6. THIRD PARTY INFORMATION
6.1 Third party websites, pages and documents ("Third Party Information") to which the Website or any of the Content is linked or which you may otherwise access through links on the Website are independent of the Website and the Services and are for information only. Third Party Information has not been reviewed by us and is not in any way approved or endorsed by us. We have no responsibility for the content, availability or your use, of Third Party Information, or the maintenance or updating of any links thereto. We accept no liability or responsibility for any losses, expenses and/or liabilities whatsoever that may be incurred by you as a result of your use of or reliance on any Third Party Information, including content, products or services available on or through third party websites, pages or documents or any linking to the same.
PART 2: TERMS OF SALE
7. COMMENCEMENT AND TERM
7.1 You may submit an order via the Website, in accordance with the instructions set out on the Website. You should check all of the information that you enter and correct any errors before submitting your order, as once your order is submitted we will begin processing it.
7.3 These Terms and Conditions shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with its terms, until the completion of the Services by us when it shall terminate automatically without notice (the "Term").
8. OUR RESPONSIBILITIES
8.1 Provided that you comply with your obligations as set out in these Terms and Conditions, including in particular clause 9, and following payment of the charges specified in the relevant order summary (the "Charges") by you in accordance with clause 10, we will use reasonable skill and care in providing the Services to you or, where applicable, to your employees and contractors who are entitled to use the Services and who have been granted access to the Services in accordance with the enrolment processes that we specify (the "Student(s)").
8.2 You recognise that we may amend the Services; and/or the Content, provided that such changes do not materially impact or reduce the scope of the Services.
8.3 If you purchase any Online Services, we will provide access for you (and for each applicable Student) to:
8.3.1 the registration and enrolment process that is provided through the Website for a period of 3 months following the Commencement Date (the "Enrolment Period"); and
8.3.2 to such Online Services for a period of 4 months following the end of such Enrolment Period (the "Availability Period"), provided that such registration and enrolment process is completed correctly.
8.4 We will not be required to supply any Online Services to you (or any applicable Student) if you fail (or any Student fails) to either complete the registration and enrolment process correctly within the Enrolment Period or the Online Services within the Availability Period.
8.5 If you purchase any Offline Services, unless we specify otherwise, we will provide such Services on the dates and times agreed during the ordering process. Accordingly, you will attend such Offline Services at such dates and times and we will not be required to provide such Offline Services on other dates or at any other times.
8.6 We will issue certificate(s) (if applicable) for those Students for which you have ordered Services (the "Certificate(s)") provided you have complied with your obligations under these Terms and Conditions and completed / attended the Services we have provided to you. You acknowledge that the Content, Certificates and any other information provided by us are provided to you on an "as is" basis.
8.7 You acknowledge that the Services, including the Content, may not be error-free or accurate and that, as a result, the Services should not be relied upon as being error-free or accurate. If you are a Business, you agree that we will not be responsible for nor have any liability to you in any circumstances whatsoever in respect of any inaccuracy in any Service or Content.
9. YOUR OBLIGATIONS
9.1 You will be solely responsible and liable for:
9.1.1 all activities that occur on or through your or any Student's Account (as defined in clause 9.2.3) whether or not authorised by you; and
9.1.2 the Charges due for all Services.
9.2 You will, and where relevant will procure that the Students will:
9.2.1 co-operate with us in all matters relating to the Services;
9.2.2 comply with all applicable laws and regulations with respect to your or their activities under these Terms and Conditions;
9.2.3 register an account with us on the Website (an "Account") in order to access and manage the Services and will ensure that the details provided in creating an Account are complete and accurate. If you or any Student knows or suspects that anyone other than you or any Student knows your Account login details, you must immediately notify us;
9.2.4 where relevant, ensure that any password(s) and/or access code(s) for use of the Services are kept secure and confidential, and that password(s) and/or access code(s) are not shared to allow any other employees, contractors (individuals or otherwise), representatives and agents or any other individual or third party to access the Services;
9.2.5 use best efforts to prevent any unauthorised access to, or use of, the Services and notify us promptly of any such unauthorised access or use;
9.2.6 provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is true and accurate; and
9.2.7 carry out all of your other responsibilities as set out in these Terms and Conditions in a timely and efficient manner.
9.3 If you are a Business, you will:
9.3.1 ensure that each Student only uses and downloads the Content for their own personal use;
9.3.2 ensure that each Student is aware of the ownership of Intellectual Property Rights (as defined in clause 5) in the Services, Content and Certificates as specified under clause 5 (Intellectual Property Rights);
9.3.3 and warrant that any business information provided is true and accurate and the purchase is not for personal use or consumption;
9.3.4 be liable to us for all the losses we suffer or incur as a result of or in connection with any incomplete, incorrect or inaccurate information that you provide to us;
9.3.5 ensure that you have obtained any necessary prior consent from each Student and provided all necessary information to each Student in connection with their receipt of the Services, in each case in compliance with applicable law;
9.3.6 ensure that you are either a validly existing legal entity (under applicable laws) or a natural person, in each case with all necessary right, title, licence and authority under applicable law to enter into and comply with these Terms and Conditions;
9.3.7 ensure that each Student complies with the terms of these Terms and Conditions, including the requirements and restrictions set out in this clause 9; and
9.3.8 be liable for all your and the Students' acts and omissions.
10. CHARGES AND PAYMENT
10.1 In consideration of the provision of the Services, you agree to pay us the Charges.
10.2 You will pay the Charges by debit card, credit card or such other online payment method as may be accepted by us from time to time. We will debit the Charges from your card on or after the day you make an order for the Services. Credit or debit card details are collected over a secure link.
10.3 You may request that, rather than pay by debit or credit card at the point of order, we issue an invoice for the Charges. If we agree to such request, we will be entitled to invoice you for the Charges from the Commencement Date and you will pay each invoice submitted by us:
10.3.1 within 14 days of the date of the invoice; and
10.3.2 in full and in cleared funds to a bank account nominated in writing by us.
10.4 All amounts payable by you under the Contract are exclusive of amounts in respect of value added tax chargeable for the time or any analogous tax in any relevant jurisdiction including but not limited to sales, use, and goods and services taxes, which shall be paid by you.
10.5 You shall make all payments under the Contract without withholding or deduction of, or in respect of, any tax unless required by law. If any such withholding or deduction is required, you shall, when making the payment to which the withholding or deduction relates, pay to us such additional amount as will ensure that we receive the same total amount that we would have received if no such withholding or deduction had been required.
10.6 You acknowledge that we are not required to supply the Services until the Charges are paid in full.
10.7 If you fail to make any payment and/or monies due to us under the Contract within 14 days of its due date, we reserve the right to terminate the Contract.
11. OUR RIGHTS TO CANCEL/TERMINATION
11.1 We may terminate the Contract (in whole or in part) for convenience at any time with immediate effect and without further liability to you by giving at least 7 days' written notice to you. If we exercise this right, we shall reimburse you, on a pro rata basis, the Charges paid by in respect of the portion of your Services that you have paid for but not received following the effective date of termination.
11.2 We may (without prejudice to our other rights) immediately terminate the Contract by giving written notice to you if you fail to pay the Charges within 30 days of the due date in accordance with clause 10.
11.3 Without prejudice to our other rights or remedies, we may terminate the Contract with immediate effect by providing written notice to you if you do anything which brings us into disrepute.
11.4 We may suspend or terminate the Contract (and therefore your access to the Online Services and/or Content and/or your Account):
11.4.1 if we exercise our right under clause 11.1;
11.4.2 if you materially breach any of the terms of these Terms and Conditions and fail to remedy such breach in accordance with clause 11.2;
11.4.3 if we reasonably believe that your use of the Services is infringing or is likely to infringe any third party rights or you are in any other way committing fraudulent activity in the use of the Services; or
11.4.4 with immediate effect if we cannot provide the Services to you due to technical or operational reasons outside of our control. In these circumstances, we shall refund you, on a pro rata basis, the Charges paid by you in respect of the portion of your Services that you have paid for but not received following the effective date of termination.
11.5 On expiry or termination of the Contract for any reason:
11.5.1 you shall immediately pay to us all outstanding unpaid Charges; and
11.5.2 your access to the Service and Content will be revoked.
11.6 We shall pay any refund due from us to you on termination of your Services (if any) no later than 30 days from the date of termination. We shall pay such refund using the payment method that you use to pay your Charges or by cheque if you have made payment to us via the offline order and invoice process identified in clause 10.3.
12. YOUR RIGHT TO CANCEL IF YOU ARE A CONSUMER
12.1 If you are a Business, then this clause 12 does not apply.
12.2 If you are a consumer, under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 ("Consumer Contracts Regulations") you may cancel your purchase of the Services within a period of 14 calendar days ("Cancellation Period") from the date on which the contract is concluded subject to clause 12.5.
12.3 You must inform us of your decision to cancel by using one of the following methods within the Cancellation Period: firstname.lastname@example.org or +44 (0) 202 7858 7887.
12.4 If you cancel your purchase you must return any physical copies of Content you may have received from us without undue delay and not later than 14 calendar days after you inform us of the cancellation to, De Beers, 20 Carlton House Terrace, St. James's, London SW1Y 5AN, in a reasonable and re-saleable condition (for audio, video or software products this means in the sealed package in which they were delivered). You will be liable for the cost of returning any goods to us unless we have agreed otherwise in writing.
12.5 You do not have a right to change your mind in respect of the Online Services after you have started to access Content.
PART 3: OTHER TERMS
13. YOUR BREACH OF THESE TERMS AND CONDITIONS
13.1 If you breach any of these Terms and Conditions, we may immediately do any or all of the following (without limitation):
13.1.1 issue a warning to you;
13.1.2 temporarily or permanently remove any User Generated Content uploaded by you to the Website;
13.1.3 temporarily or permanently withdraw your right to use the Website and/or Services;
13.1.4 issue legal proceedings against you for reimbursement of all costs resulting from the breach (including, but not limited to, reasonable administrative and legal costs);
13.1.5 take further legal action against you; and/or
13.1.6 disclose such information to law enforcement authorities as we reasonably feel is necessary to do so.
14.1 Nothing in these Terms and Conditions shall operate so as to exclude or limit your liability to us or our liability to you for:
14.1.2 death or personal injury arising out of negligence; or
14.1.3 any liability which cannot be excluded or limited by law.
14.2 Subject to clause 14.1, we have no liability to you in respect of User Generated Content (including, without limitation, Editorial Material) that is uploaded to the Website by you or any third party.
14.3 Where you are a consumer:
14.3.1 and we fail to comply with these Terms and Conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms and Conditions or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of our breach or if it was contemplated by you and us at the time that you first accessed the Website;
14.3.2 nothing in these Terms and Conditions affects your statutory rights. Advice about your statutory rights is available from your local Citizens' Advice Bureau or Trading Standards Office; and
14.3.3 we only supply the Services for domestic and private use. You agree not to use the Website, the Services, or any Content, for any commercial or business purposes and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
14.4 Where you are a Business:
14.4.1 the express provisions of clause 8 are in place of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, (including but not limited to implied undertakings of satisfactory quality, conformity with description, fitness for any particular purpose or ability to achieve a particular result) all of which are hereby excluded to the maximum extent permitted by law;
14.4.2 we will under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms and Conditions or the Contract for: (i) any loss of profits, sales, business, or revenue; (ii) loss or corruption of data, information or software; (iii) loss of business opportunity; (iv) loss of anticipated savings; (v) loss of goodwill; or (vi) any indirect or consequential loss whatsoever;
14.4.3 subject to clause 14.1 and 14.2, our maximum aggregate liability under and/or in connection with these Terms and Conditions or any Contract (whether in contract, tort (including negligence) or otherwise), in respect of all our acts, omissions (including negligence), breach of statutory duty or breach of warranty, our officers, employees, agents, contractors or sub-contractors, shall not exceed the Charges paid for the Services;
14.4.4 you acknowledge that your sole remedy in respect of any breach of these Terms and Conditions by us or any other act or omission by us in relation to these Terms and Conditions, the Website, Services and/or the Content, to the exclusion of any and all other remedies (including, without limitation, any claim in tort), is a contractual claim for breach of these Terms and Conditions; and
14.4.5 you shall indemnify us and keep us indemnified for any and all losses, expenses and liabilities resulting from all claims, demands, liabilities, damages, costs and expenses incurred by us or by any of our contractors, agents, employees or affiliates which arise out of your or your Students' use of the Website, Services and/or Content or your breach or your Students' breach of these Terms and Conditions.
14.5 This clause 14 shall survive and shall not be rendered ineffective by the termination or expiry of these Terms and Conditions for any reason whatsoever.
15. OTHER IMPORTANT INFORMATION
15.1 Survival. Each of your and our further rights and obligations under these Terms and Conditions shall cease immediately upon its expiry or termination, provided that its expiry or termination for any reason whatsoever:
15.1.1 shall not affect the continued operation of clauses 1, 5, 8.3, 8.5, 10, 11, 12, 13, 14and 15 and other provisions which are necessary for the interpretation or enforcement of these Terms and Conditions; and
15.1.2 shall not prejudice or affect the rights of either you or us against the other in respect of any breach of these Terms and Conditions in respect of any period prior to expiry or termination.
15.2.1 Any notices in relation to these Terms and Conditions will be delivered by email or prepaid postage or recorded delivery post: (i) in the case of notices by us to you, using the details registered in your Account; and (ii) in the case of notices by you to us, using the contact details identified at clause 17.
15.2.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email is deemed to be given on the following day it was sent.
15.3 Force Majeure. Neither you nor us shall be in breach of these Terms and Conditions nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure result from an event, circumstance or cause beyond its reasonable control (including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the our workforce or any other party), failure of a utility service or transport or telecommunications network or the internet, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of our suppliers or sub-contractors). In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. For the avoidance of doubt, nothing in clause 15.3 shall affect or release you from its payment obligations under these Terms and Conditions.
15.4 Severability. Each of the clauses of these Terms and Conditions operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.
15.5 No Partnership or Agency. We will provide the Services to you as an independent contractor and not as your employee, agent, partner or joint venture. Neither you nor we have any right, power or authority to bind the other party.
15.6 Waiver. No delay, neglect, or forbearance on the part of either you or us in enforcing against the other any term or condition of these Terms and Conditions will be or will be deemed to be a waiver or in any way prejudice any right under these Terms and Conditions. Any waiver by you or us of any of your or our rights is only effective if it is in writing and it applies only to whomever of your or us the waiver is addressed and to the circumstances for which it is given.
15.7.1 For the purposes of these Terms and Conditions, confidential information shall include any and all information or data, in whatever form or storage medium, whether tangible or intangible, and whether disclosed directly or indirectly before or after these Terms and Conditions by or on behalf of us to you in writing, orally, through visual means, or by your evaluation, observation, analysis, inspection or other study of such information, data or knowledge, which is now or at any time after the date of these Terms and Conditions, owned or controlled by us. Confidential Information shall include trade secrets, discoveries, knowhow, designs, specifications, drawings, present or future products or services (including the Services) and markets, inventions, prototypes, algorithms, software of any kind or nature, object or machine codes, source codes (whether revealed in the Services or disclosed by other means), computer models and applications, developments, processes, formulae, technology, engineering, architectures, hardware configuration information, diagrams, data, computer programs, business activities and operations, customer lists, reports, studies and other technical and business information and any other information which, by its nature, would reasonably be considered to be of a confidential nature either intrinsically or due to the context and circumstances in which it was disclosed, which is of a confidential nature (the "Confidential Information").
15.7.2 You shall keep all Confidential Information which we provide to you (whether through the Services, orally, in writing or in any other form) strictly confidential and keep it in secure custody, not disclose such Confidential Information to any person except with our prior written consent and only use such Confidential Information for the purposes of these Terms and Conditions. You may provide your directors or employees (including any Students) (all "Permitted Users") with access to Confidential Information on a strict "need to know" basis only. You shall ensure that each of your Permitted Users are bound to hold all Confidential Information in confidence to the standard required under these Terms and Conditions.
15.7.3 This clause 15.7 shall remain in full force and effect notwithstanding any termination of these Terms and Conditions.
15.8 Transfer. The receipt of the Services is personal to you and you may not transfer your rights to access the Services (including the Content) or provide the Services (including the Content) to any other person.
15.9 If you are a Business:
15.9.1 and if you purchase Services, the Contract pertaining to such Services (as applicable) contains the entire agreement between you and us and supersedes all prior written or oral agreements and understandings pertaining to the subject matter of the Contract. Both you and we acknowledge that in entering into the Contract each of you and us has not relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings which were made by or on behalf of the other in relation to the subject-matter of the Contract at any time before its coming into effect (together "Pre-Contractual Statements"), other than those which are set out in the Contract, provided that nothing in this clause 15.9.1 shall exclude or restrict the liability of either you or us arising out of our or your (as applicable) fraudulent misrepresentation or fraudulent concealment;
15.9.2 no person other than you or us may enforce any of the provisions of any Contract under the Contracts (Rights of Third Parties) Act 1999;
15.9.3 you may not assign, novate, transfer, sub-licence, declare a trust of, mortgage, charge or deal in any other manner with your obligations under these Terms and Conditions, or with any of its rights or obligations under it, without our prior written consent; and
15.9.4 we may assign, novate, or transfer any of our rights or obligations under these Terms and Conditions to another legal entity by giving written notice to you.
16. GOVERNING LAW AND JURISDICTION
16.1 These Terms and Conditions and the Contract are governed by English law. This means that your access to and use of the Website, your purchasing and use of the Services, and any dispute or claim arising out of or in connection therewith will be governed by English law.
16.2 Notwithstanding clause 16.1, if you are a consumer:
16.2.1 you can bring proceedings in respect of these Terms and Conditions in the English courts. However, as a consumer, if you live in Scotland you can bring legal proceedings in respect of these Terms and Conditions in either the Scottish or the English courts; if you live in Northern Ireland you can bring legal proceedings in respect of these Terms and Conditions in either the Northern Irish or the English courts; and if you live in a European Union Member State you can bring legal proceedings in respect of these Terms and Conditions in either the English courts or the courts of the Member State in which you live; and
16.2.2 you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in these Terms and Conditions affects your rights as a consumer to rely on such mandatory provisions of local law.
16.3 If you are a Business, any dispute arising out of or in connection with these Terms and Conditions, the Website, the Contract and/or the Services (whether contractual or non-contractual) will be referred to the exclusive jurisdiction of the English courts.
17. CONTACTING US
Should you have any reasons for a complaint, we will endeavour to resolve the issue and avoid any re-occurrence in the future. You can always contact us using the following details:
Telephone: +44 (0) 202 7858 7887
For grievance and compliance related questions please contact: email@example.com
Terms and Conditions last updated 10/04/2018