PLEASE READ THESE LICENCE TERMS CAREFULLY
BY CLICKING ON THE “ACCEPT” BUTTON ON THE WEBSITE YOU AGREE TO THESE TERMS WHICH WILL BIND YOU.
This licence agreement (Licence) is a legal agreement between:
- STS (Europe) Training Limited incorporated in England and Wales with company number 12398667 whose registered office is at 804 Merlin Business Park, Ringtail Road, Burscough, Lancashire, L40 8JY(Licensor, us or we); and
- You (Licensee or you),
For the use of the Package as defined below.
We license use of the Package to you on the basis of this Licence. We do not sell the Package to you. We remain the principal licensee of the Package at all times.
IT IS AGREED THAT:
- The following definitions and rules of interpretation apply to this Licence:
|Data:||any data inputted into the Package or otherwise stored in the Database;|
|Database:||the database(s) in which information is stored within the Package;|
|Documentation:||the materials consisting of the Corporate Criminal Offence training package (including but not limited to all commentary, audio-visual and written material and design layouts contained in or available from the training package), as updated or upgraded from time to time as well as any printed materials or online documents hosted on the Website or otherwise associated with the Package;|
|Intellectual Property Rights:||patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;|
|Package||the Corporate Criminal Offence training package software consisting of the Software and the Documentation as updated or upgraded from time to time in accordance with clause 2.3|
|Software:||means the following software: LearnDash LMS, Uncanny Owl, WisdmLabs WooCommerce; and|
- GRANT AND SCOPE OF LICENCE, MINOR CHANGES, UPDATES AND UPGRADES
- In consideration of you agreeing to abide by the terms of this Licence, we hereby grant to you a revocable, non-exclusive, non-transferable licence to use the Package on the terms of this Licence.
- You may:
- use the Package for your own training purposes only, you cannot share it or use it to train anyone else;
- access the Package via the Website from any compatible computer or device;
- receive and use any free supplementary software code or update of the Software incorporating patches and corrections of errors as may be provided by the Licensor from time to time; and
- use any Documentation in support of the use permitted under this clause 2.2 and make such copies of the Documentation as are reasonably necessary for its lawful use.
- We may update or upgrade the Software without giving you prior notice and this Licence applies in respect of the Software as updated or upgraded from time to time.
- Except as expressly set out in this Licence or as permitted by any local law, you undertake:
- not to copy the Software or Documentation, except where such copying is incidental to normal use of the Package or where it is necessary for the purpose of back-up or operational security;
- not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Software or Documentation nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
- not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988 such actions cannot be prohibited);
- not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us;
- The Software listed in this clause is licensed under the GNU General Public License. The terms set out in this Licence are subject always to this clause 3.2. The Software so licensed includes LearnDash LMS, Uncanny Owl and WooCommerce.
- Intellectual Property Rights
- You acknowledge that all Intellectual Property Rights in the Data, Database, and the Documentation throughout the world belong to us (or our licensors), that rights in the Software are licensed (not sold) to you, and that you have no Intellectual Property Rights in, or to, the Data, Database, Software or the Documentation other than the right to use same in accordance with the terms of this Licence.
- In consideration of the licence granted in clause 2.1, you hereby assign to the Licensor all Intellectual Property Rights in the Data, Database, Software which is not subject to clause 3.2, and the Documentation (to the extent that, notwithstanding clause 4.1, such rights otherwise belong to you), or which otherwise arise in connection with the Data, Database, Software and the Documentation.
- You shall not knowingly do anything which adversely affects our, or our licensors, Intellectual Property Rights (which includes those rights licensed to us). For the avoidance of doubt and without limitation, you must not:
- exploit, use or disclose any part of the Documentation for any purpose other than for internal non-commercial purposes in accordance with this Licence;
- alter, adapt, or amend the Documentation except as permitted by law;
- reproduce, copy or deal in the Software contents (in whole or in part) in any way, except where permitted by this Licence.
- The following provisions only apply where you are required to pay through the Website. If you are accessing the Package pursuant to an agreement between us and your employer/company, this clause 5 does not apply.
- The price of the Licence for the Package will be the price indicated on the order page on the Website. We take all reasonable care to ensure that the price advised to you is correct. The price stated excludes VAT, which may be payable at the prevailing rate depending on your location.
- We accept payment by debit or credit card. You must pay before you may use the Package.
- How We May Use Your Personal Information
Under data protection legislation, we are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in [LINK TO PRIVACY NOTICE] and it is important that you read that information.
- Our Responsibility for Loss or Damage Suffered By You
- We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Licence 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 this Licence was made, both we and you knew it might happen.
- 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 or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
- If the Software is defective and damages a device or digital content belonging to you, we will either repair the damage or pay you compensation. However, we will not be liable for
- damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us; or
- use or inability to use (howsoever) of any Software referenced in clause 3.2 or any loss (howsoever arising) arising out of such use or inability to use such Software.
- We will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
- You acknowledge that the Package has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Package as described in the Documentation meet your requirements.
- Duration and Termination
- This Licence lasts 365 days from the date you first accept these terms, after which it shall automatically expire. If you wish to access the Package after this period, a new licence must be purchased (whether by you or your company) and you will be asked to accept the terms of that licence.
- We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
- Upon termination for any reason, all rights granted to you under this Licence shall cease and you must cease all activities authorised by this Licence.
- Communications Between Us
- If you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by email or post at STS (Europe) Training Limited, Merlin Business Park, Ringtail Road, Burscough, Lancashire, L40 8JY or at email@example.com. We will confirm receipt of this by contacting you in writing, normally by email.
- If we have to contact you or give you notice in writing, we will do so:
- by email or by pre-paid post to the address you provide or confirm to us; or
- by issuing or displaying a notice to you in the Package.
- Other Important Terms
- We may amend these terms from time to time by giving you written notice in the Package and asking you to accept the amended terms. If you accept the amended terms you will be bound by them. If you reject the amended terms this Licence will automatically terminate, but this will not prevent you from subsequently accessing the Package for the purpose only of accepting the amended terms (at which point a new licence under the amended terms will be formed).
- 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 may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
- This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
- If any provision or part-provision of this Licence is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Licence.
- 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.
- These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts.
- BY CLICKING ON THE “ACCEPT” BUTTON ON THE WEBSITE YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU.