Licensing Agreement

Important notice: Please read carefully before buying training Courses or accessing or downloading any content from this website.

Feel free to reach us any time: [email protected].

These terms

• What these terms cover.
  • These are the terms and conditions on which we supply digital content/courses (“Courses”) to you.
• Please see the description of the Course on our website for details of the content of the available Courses.
• Why you should read these terms.
  • Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide Courses to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
• By clicking on the purchase button on the website you agree to these terms and conditions which will bind you and (if you are an employer) your employees. If you do not agree to these terms we will not license the Course and you must discontinue the licensing process.
• Are you a business customer or a consumer?
  • In some areas, you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:
    • You are an individual.
    • You are taking a licence of Courses from us wholly or mainly for your personal use (not for use in connection with your trade, business or profession).
    • Provisions specific to consumers only are identified as such in these terms.
• If you are a business customer this is our entire agreement with you.
  • If you are a business customer these terms constitute the entire agreement between us in relation to your licence of Courses. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

Definitions

In these terms, the following definitions apply:

• Content:
  • All content including training materials and any text information data images audio or video material in any medium form or provided by us to you.
• Digital Rights Management (DRM):
  • The security and other measures for digital rights management which we may use from time to time.
• Reserved Rights:
  • All rights in and relating to the Content that are not expressly granted to you including any other rights (whether known now or created later and whether or not in the contemplation of the parties at the time of your order).

Information about us and how to contact us

• Who we are.
  • We are Ultimate Angular Limited a company registered in England and Wales. Our company registration number is 07690582 and our registered office is at 2 Coped Hall Business Park, Royal Wootton Bassett, Swindon, SN4 8DP.
• How to contact us.
  • You can contact us by writing to us at [email protected] or the above address.
• How we may contact you.
  • If we have to contact you we will do so by writing to you at the email address or postal address you provided to us in your order.
• “Writing” includes emails.
  • When we use the words “writing” or “written” in these terms, this includes emails.

Our contract with you

• Courses can be booked using the booking form available on our website. You need to be registered with us before you can do this as you will be required to log in or create an account to complete the form.
• When you submit a booking for an online Course, your submission represents an offer to us to book you on to the Course you select. On submission of the Course form, you will receive an automated summary email of your selection.
• How we will accept your order.
  • Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.
• If we cannot accept your order.
  • If we are unable to accept your order, we will inform you of this by email and will not charge you for the Course.
• On acceptance of your Order we will grant you a non-transferable, non-exclusive licence to use the Content for educational and personal training purposes.
• The licence granted to you is strictly limited to and you shall use the Content solely for the purposes of education or personal training.
• You may incur charges to your internet service provider while you are accessing and/or downloading the Course or training materials. Charges may also be payable to third parties for use of any software necessary to access and/or download the Course and/or training materials. You are responsible for paying these charges
• You will not grant sub-licences, in whole or in part, of any of the Content or of any of the rights granted to you.
• We expressly retain the Reserved Rights.
• Once your licence has been granted you may download and use the training materials for the purposes of completing the associated Course online only either (as agreed between the parties):
• on your own work or personal devices if the licence is a single user licence; or
• if the licence is a multiuser or network licence, by the number of concurrent users agreed between you and us.
• We are prohibited from supplying any Course or training materials to any person or entity located in a US embargoed territory, as provided by the US Treasury Office of Foreign Assets Control (OFAC) from time to time.
• Except as expressly set out in this licence, you undertake (and you undertake to procure that your employees or any other delegate undertaking a Course on your behalf or on your account so undertakes):
  • not to copy the Content except where such copying is incidental or necessary for the purposes of completing the relevant Course;
  • not to rent, lease, sub-licence, loan, translate, adapt, vary or modify the Content materials;
  • not to alter or modify the whole or any part of the training materials nor permit the Content or any part of them to be combined with or become incorporated into any other materials;
  • to supervise and control the use of the Content and ensure that they are used by your employees and representatives in accordance with the terms of this licence;
• To include our copyright notice on all entire and partial copies you may make of the Content on any medium
• Not to provide or otherwise make available the Content or the Course in whole or in part in any form to any other person.
• We can accept your offer by entering your booking onto our system and sending you an email confirming that you have been booked together with information on accessing the Course and Content.

Your obligations

• You may not change, amend or develop the Content in any way.
• If you become aware of any misuse of any Content or any security breach that could compromise the security or integrity of the Content or otherwise adversely affect us, you will notify us immediately. We may suspend your rights to use the Content until the misuse or security breach is remedied.

DRM

• We reserve the right to implement Digital Rights Management and any other technological protection measures which we consider appropriate from time to time, to ensure that the Content is used within the scope of the rights granted to you. You undertake not to remove bypass circumvent or neutralise or modify any of the DRM and technological protection measures used for the Content.

Your rights to make changes

• If you wish to make a change to the Course(s) you have ordered, please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the Course(s), the Course availability or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

Our rights to make changes

• Updates to digital content.
  • We may update or require you to update digital content, provided that the digital content shall always match the description of it that we provided to you before you ordered it.

Providing the course

• When we will provide the Courses.
  • During the order process, we will let you know when we will provide the Courses to you.
    • If the Course is a one-off licence of digital content.
      • We will make the digital content available for viewing and/or download by you as soon as we accept your order, unless the order is subject to “preorder” status and is currently being developed. In this instance, you will receive an email notifying you once the course has been released.

Your rights to end the contract

• Under the Consumer Contracts (Information, Cancellation and Additional Charges (Regulations 2013) (“Consumer Contracts Regulations”), if you are a consumer, you may cancel your purchase of the Course within a period of 30 calendar days (“Cancellation Period”) from the date on which our contract was made, subject to sub-clauses 10.7 and 10.8.
• You must inform us of your decision to cancel by using one of the following methods
  • within the Cancellation Period emailing [email protected]; or
  • sending us a completed cancellation form, a template of which is attached to these terms.
• If you cancel the Course, you must permanently delete any Content you may have downloaded from us without undue delay and not later than 14 calendar days after you inform us of the cancellation.
• We reserve the right to withhold payment of all or part of your fee refund until we are satisfied that all Content has been permanently deleted by you.
• On cancellation subject to 10.7 and 10.8, you will be entitled to a full refund of the fees paid for the Course.
• Refunds will be made using the same method of payment as you used for the original order and will be paid within 14 days of informing us of the cancellation. The period for refund will increase to 30 days if we are unable to credit a UK bank account. If the fees have been paid by your employer the refund of fees will be credited to your employer’s bank account within 14 days of cancellation (provided a UK bank account can be credited). For monetary returns, a request in writing to us is required to us from your employer.
• Your right to cancel and obtain any refund will be lost if you have given us express consent to provide the Course during the Cancellation Period and the Course has been fully provided. If express consent has been given but the Course is only part completed, you will be liable to pay for part of the Course actually completed.
• If the contract for the supply of digital content including a Course and Content, your right to cancel and obtain any refund will be lost if you have given us express consent to supply the digital content to you during the Cancellation Period or if you access the digital content before the expiry of the Cancellation Period.
• For further details of your rights under the Consumer Contracts Regulations please approach your local Citizens Advice Bureau.
• We reserve the right to use our discretion to determine whether to accept cancellations or make refunds in exceptional circumstances which fall outside the scope of this clause and to charge an additional fee in any such event to cover the administration costs incurred by us. Any such additional fees will be communicated to you before you make your decision.
• Where you have ordered Courses and you cancel one or more of those Courses, each Course which you cancel will be treated separately and the relevant cancellation terms will apply to each such cancellation.
• Except as set out in this clause, no cancellations will be permitted for a Course.

Our rights to end the contract

• We may end the contract if you break it.
  • We may end the contract for a Course at any time by writing to you if you do not make any payment to us when it is due.
• You must compensate us if you break the contract.
  • If we end the contract in the situations set out in clause 11.1 we will refund any money you have paid in advance for Courses we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.

If there is a problem with the course

• How to tell us about problems.
  • If you have any questions or complaints about a Course, please contact us at [email protected].

Your rights in respect of defective courses if you are a consumer

• If you are a consumer we are under a legal duty to supply Courses that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the Courses. Nothing in these terms will affect your legal rights.
  • Summary of your key legal rights as a consumer
    • This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
    • For digital content, the Consumer Rights Act 2015 says digital content must be as described, fit for purpose and of satisfactory quality:
      • if your digital content is faulty, you’re entitled to a replacement.
      • if the fault can’t be fixed, or if it hasn’t been fixed within a reasonable time and without significant inconvenience, you can get some or all of your money back.
      • if you can show the fault has damaged your device and we haven’t used reasonable care and skill, you may be entitled to a repair or compensation.

Price and payment

• Where to find the price for the Course.
  • The price of each Course (which is subject to VAT) will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the Course advised to you is correct. However, we reserve the right to correct the price for a Course by notifying you.
• When you must pay and how you must pay.
  • We accept payment with PayPal or Stripe. For Courses (digital content), you must pay for the Courses before you download them.
• Our right of set-off if you are a business customer.
  • If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
• We can charge interest if you pay late.
  • If you do not make any payment to us by the due date, we may charge interest to you on the overdue amount at the rate of 5% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
• What to do if you think an invoice is wrong.
  • If you think a payment is wrong, please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly charged sums from the original due date.

Updates

• When you license a Course, we will make available for download updates to the Course Content from time to time.

Our responsibility for loss or damage suffered by you if you are a consumer

• We are responsible to you for foreseeable loss and damage caused by us.
  • If we fail to comply with these terms, subject to paragraph 16.2 and 16.3, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen.
• Subject to paragraph 16.3:
  • we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for: (i) loss of income; (ii) loss of business profits or contracts; (iii) business interruption; (iv)loss of anticipated savings; (v) loss of information; (vi)loss of goodwill or reputation; (vii) loss of or damage to or corruption of data or (viii) any indirect or consequential loss or damage of any kind, however so arising and whether caused by breach of contract, tort (including negligence) or otherwise.
  • our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for Courses under such contracts in the previous 12 months.
• We do not exclude or limit in any way our liability to you where it would be unlawful to do so.
  • This includes liability for death or personal injury caused by our negligence; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Courses as summarised at clause 13.1.
• When we are liable for damage caused by defective digital content.
  • If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation, subject to the limit in paragraph 16.2. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
• We are not liable for business losses. If you are a consumer we only supply the Courses for to you for personal training and education/domestic and private use.
  • If you use the Courses for any commercial or business purpose, our liability to you will be limited as set out in clause 17.

Our responsibility for loss or damage suffered by you if you are a business

• Nothing in these terms shall limit or exclude our liability for:
  • death or personal injury caused by our negligence, or the negligence of our employees;
  • fraud or fraudulent misrepresentation; or
  • breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; or
  • any matter in respect of which it would be unlawful for us to exclude or restrict liability.
• Subject to paragraph 17.1, all terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
• Subject to paragraph 17.1:
  • we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for: (i) loss of income; (ii) loss of business profits or contracts; (iii) business interruption; (iv)loss of anticipated savings; (v) loss of information; (vi)loss of goodwill or reputation; (vii) loss of or damage to or corruption of data or (viii) any indirect or consequential loss or damage of any kind, however so arising and whether caused by breach of contract, tort (including negligence) or otherwise.
  • our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to 200% (two hundred per cent) of the total sums paid by you for Courses under such contracts in the previous 12 months.
• These terms set out the full extent of our obligations and liabilities in respect of the supply of the Course and the Content. In particular, there are no conditions warranties representations or other terms expressed or implied that will be binding on us, except as specifically set out in this licence.

Data protection and our use of your personal information

• We will process the information we receive from you or otherwise hold about you in accordance with these terms and our privacy policy. You consent to our use of such information in accordance with these terms and our privacy policy.
• We will use the personal information you provide to us:
  • to supply the Courses to you;
  • to process your payment for the Courses; and
  • if you agreed to this during the order process, to give you information about similar Courses that we provide, but you may stop receiving this at any time by contacting us.
• We will only give your personal information to other third parties where the law either requires or allows us to do so.

IP Rights

• You acknowledge that all intellectual property rights in the Course and the Content anywhere in the world belong to us and our licensors, that rights in the Course and the Content are licensed (and not sold) to you and that you have no rights in or to the Content or Course other than the right to use them in accordance with the terms of this licence.
• None of our Content may be copied, reproduced, uploaded, posted, displayed or linked to in any way or in whole or in part without our prior permission and you must not allow anyone else to access our website via your login details. Any such use is strictly prohibited and would constitute an infringement of our intellectual property rights.
• If you take out a single user licence for a Course and Content but allow or permit any part of them to be accessed or used by other users, this will be an infringement of our and our licensors’ intellectual property rights. We are able to track and monitor access to the Course and Content to establish if multiple users are using a single licence (and you hereby authorise us to use such technology). If such multiple use is established, we will notify you and, unless you agree to upgrade to and pay for a multiple user licence, your access to the Course and Content will be suspended permanently and you will not be permitted to license other Courses, without any liability on our part. We and our licensors also reserve the right to pursue all available remedies against you for intellectual property right infringement.

Other important terms

• Defects.
  • We do not warrant that the provision of any Course or Content will always be available or be uninterrupted, timely or error free, that defects will be corrected or that such Content is secure or free from bugs, viruses, errors or omissions. We do not make any commitment that the Course or Content will be compatible with or operate with your software or hardware.
• We may transfer this agreement to someone else.
  • We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
• You need our consent to transfer your rights to someone else.
  • You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
• Nobody else has any rights under this contract (except someone you pass your guarantee on to).
  • This contract is between you and us. No other person shall have any rights to enforce any of its terms.
• If a court finds part of this contract illegal, the rest will continue in force.
  • Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
• Even if we delay in enforcing this contract, we can still enforce it later.
  • If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
• Which laws apply to this contract and where you may bring legal proceedings if you are a:
  • Consumer:
    • These terms are governed by English law and you can bring legal proceedings in respect of the Courses in the English courts. If you live in Scotland, you can bring legal proceedings in respect of the Courses in either the Scottish or the English courts. If you live in Northern Ireland, you can bring legal proceedings in respect of the Courses in either the Northern Irish or the English courts.
  • Business:
    • If you are a business, any dispute or claim arising out of or in connection with a contract between us 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 and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
• Which laws apply to this contract and where you may bring legal proceedings if you are a business.