Terms of Use
1 Introduction
1.1 These terms of use (together with the other documents referred to in them, collectively referred to here as the Terms of Use) tell you the terms on which you may use and access the Webgains Academy platform and associated content and services (together the Service).
1.2 The Service is provided by Webgains Limited (company number 05353649), a company registered in England and Wales with registered office at 21 Farringdon Road, London, England, EC1M 3HA (Webgains, we and us).
1.3 These Terms of Use constitute a legal agreement between Webgains and you, whether as an individual or on behalf of a business (see section 2.1 below). If you do not agree to abide by these terms of use, you may not access the Service.
2 Access to the Service
2.1 Please note that the Service is intended for users in a business context only and is not for use by individuals for domestic or private purposes. By accessing the Service, you acknowledge that you are duly authorised by the business on behalf of which you act (whether as an employee or otherwise) to access the Service on behalf of such business and to bind that business to these Terms of Use.
2.2 Only authorised users of the Service (Authorised Users) may access and use the Service. In order to become an Authorised User, you must provide the relevant details requested during the log-in process.
2.3 If you wish to access the Service beyond any free access that may be provided to you from time to time (including to access paid content) (the Paid Service), you must pay the applicable fees (Service Fees) in accordance with section 3 below.
2.4 Authorised Users may not on-supply the Service to third parties by any method, including by offering training or other online services using the Service or content made available through the Service.
2.5 You must ensure that any information you give us is true, correct and up to date and you agree that we will not be liable to you for any consequences of you providing inaccurate information.
2.6 The Service is directed at Authorised Users in the United Kingdom and European Union, although it may be accessed globally. However, wherever you access and use the Service from, you agree that you will only use the Service in a manner consistent with these Terms of Use and any and all applicable local, national and international laws and regulations. To the extent that your use of the Service is not legal in your territory, you may not use it.
2.7 You must treat any Authorised User account log in, username, password or any other piece of information provided as part of our security procedures, as confidential. You must not disclose it to any third party or authorise others to use your Authorised User account.
2.8 You may not transfer your Authorised User account to any other person or entity. If you know or suspect that anyone other than you has obtained your username or password and/or has accessed your Authorised User account, you must immediately notify us by sending an email to support@webgains.com
2.9 You are responsible for the acts and omissions of any third parties who use your Authorised User identification code or password to access your Authorised User account, whether fraudulent or not, and you agree to reimburse us on demand for any loss we may suffer as a result of such use.
2.10 We have the right to disable any Authorised User identification code or password, whether chosen by you or allocated by us, at any time if, in our reasonable opinion, you have failed to comply with any of the provisions of these Terms of Use.
3 Service Fees
3.1 If you wish to access the Paid Service, including in order to access paid content, you will be notified of any applicable Service Fee. Where VAT is payable in respect of some or all of the Paid Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Service Fees.
3.2 We must receive payment in full from you before we will provide the Paid Service to you. We will notify you about the accepted payment methods at the time of payment. Please note that all Service Fees are non-refundable once you have accessed paid content.
4 Acceptable Use
4.1 You may use the Service only for lawful purposes. You may not use the Service:
4.1.1 in any way that breaches any applicable local, national or international law or regulation; or
4.1.2 in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.
4.2 You also agree:
4.2.1 not to (and not to attempt to) modify, copy, disclose, distribute or re-sell any part of the Service (including any software or content used in the provision of the Service) except as expressly permitted by us or the Service;
4.2.2 not to access without authority, penetrate, interfere with, damage or disrupt (or attempt to do any of the same): (i) the accounts of other Authorised Users; (ii) any part of the Service, content used in the provision of the Service, or its security measures; (iii) any equipment or network on which the Service is stored; or (iv) any software used in the provision of the Service.
4.3 From time to time we may provide functionality (such as discussion or question and answer forums, or as part of a training course or other content made available to Authorised Users) allowing you to submit comments, questions, communications, information or other content to the Service (Submitted Content).
4.4 You agree to comply with the following standards (the Acceptable Use Standards) in relation to any Submitted Content you provide. The Acceptable Use Standards must be complied with in spirit as well as to the letter. The Acceptable Use Standards apply to each part of any Submitted Content as well as to its whole.
4.5 Submitted Content must:
4.5.1 be accurate (where it states facts) and genuinely held (where it states opinions and must not impersonate any person or misrepresent your identity;
4.5.2 comply with the law applicable in any country from which it is posted;
4.5.3 not be defamatory of any person, obscene (including promoting sexually explicit material), offensive, hateful, deceptive or inflammatory and must not bully, insult, intimidate or humiliate or otherwise promote violence;
4.5.4 not promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
4.5.5 not infringe any copyright, database right or trade mark of any other person, or breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
4.5.6 not be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
4.5.7 not advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse; or
4.5.8 not contain any advertising or promote any services or web links to other sites.
4.6 We will determine, in our discretion, whether any Submitted Content breaches the Acceptable Use Standards. If you do not comply with the Acceptable Use Standards, we may take any of the steps set out in section 9 below.
5 Privacy Notice and Data Processing
5.1 Definitions used in this section 5:
5.1.1 Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
5.1.2 Data Protection Legislation: all legislation relating to personal data and all other regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).
5.2 Webgains and you agree to comply with all applicable requirements of the Data Protection Legislation. This section is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
5.3 Our Privacy Policy, available here, sets out the terms on which we as Controller process any Personal Data we collect from you or that you provide to us. Our Privacy Notice also refers to sections of our Cookies Policy available here.
5.4 In relation to any Submitted Content in respect of which you are the Controller and we are the Processor, we shall:
5.4.1 process such Personal Data only on your instructions (which may be delivered and received through your use of the Service) unless we are required by Data Protection Legislation or these Terms of Use to otherwise process that Personal Data, in which case we shall promptly notify you of this before performing that processing unless prohibited from so notifying you;
5.4.2 ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of such Personal Data and against accidental loss or destruction of, or damage to, such Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
5.4.3 ensure that all personnel who have access to and/or process such Personal Data are obliged to keep such Personal Data confidential; and
5.4.4 not transfer any such Personal Data outside of the UK or the European Economic Area unless such transfer is safeguarded through one of the methods specified in the Data Protection Legislation;
5.4.5 assist you, at your cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
5.4.6 notify you without undue delay on becoming aware of a Personal Data Breach;
5.4.7 at your written direction, delete such Personal Data unless required by Data Protection Legislation to store such Personal Data; and
5.4.8 maintain complete and accurate records and information to demonstrate our compliance with this section 5.4 and allow for audits by you or your designated auditor and immediately inform you if, in our opinion, an instruction infringes the Data Protection Legislation.
5.5 You consent to us appointing those third parties listed on our privacy policy from time to time, as a third-party processor of Personal Data referred to in section 5.4 under these Terms of Use. We confirm that we have entered or (as the case may be) will enter with the third-party processor a written agreement substantially on that third party’s standard terms of business and, in either case, which we confirm reflects and will continue to reflect the requirements of the Data Protection Legislation. As between us and you, we shall remain fully liable for all acts or omissions of any third-party processor appointed by us pursuant to this section 5.5.
6 Intellectual Property Rights
6.1 We or our licensors are the owner of all intellectual property rights whatsoever and wherever existing in the world (together IP Rights) subsisting in or in relation to the Service, including but not limited to IP Rights in any software or content used or provided to Authorised Users in the provision of the Service (Service Content). All such rights are reserved, and you have no rights in, or to, the Service or any Service Content other than the rights to use it in accordance with these Terms of Use.
6.2 In particular, you that you will only access Service Content for your own use in accordance with these Terms of Use and will not reproduce, modify, download or distribute Service Content to third parties, whether in whole or part (and irrespective of whether or not such Service Content is provided free of charge), without our prior written consent.
6.3 You will retain ownership of the copyright subsisting in any Submitted Content and you hereby grant to us (or, as relevant, agrees to procure the grant to us of) a licence to use such Submitted Content in accordance with these Terms of Use including in order to provide the Service. You also acknowledge and agree that we may use Submitted Content in order to:
6.3.1 improve and develop the Service;
6.3.2 suggest new features and Service Content to you and other Authorised Users; and
6.3.3 display it to other Authorised Users where relevant to the functionality in question.
6.4 You are under no obligation to provide feedback, improvements or other suggestions (Feedback) that might improve the Service, however if you do so, you acknowledge that we are free to use such Feedback in any way and that we shall own any and all intellectual property rights subsisting in or arising in relation to such Feedback as it may be incorporated into the Service.
7 Reliance on the Service
7.1 Whilst we do our best to ensure that the Service Content is of satisfactory quality, fit for purpose and in accordance with any description provided by us, you acknowledge that:
7.1.1 the Service (including the Service Content) is for general educational, informational and guidance purposes only and is not tailored to any individual Authorised User;
7.1.2 unless we expressly state otherwise, we make no guarantee that the Service Content is correct, complete, relevant, accurate or up-to-date, or that it meets any specific requirements, and we take no liability in that regard;
7.1.3 you are responsible for ensuring that your use of the Service (including the Service Content) is appropriate for any particular circumstances relevant to you;
7.1.4 any use of or reliance by you on Service Content is entirely at your own risk, and we take no responsibility whatsoever for the consequences of such use and in particular no guarantee is made by us that such use will benefit you your business or provide any particular results in relation to you or your business;
7.1.5 we do not guarantee that the Service will always be available or that access to it will be uninterrupted; and
7.1.6 we use reasonable endeavours to remove bugs or viruses but we do not guarantee that the Service will be secure or free from bugs or viruses. You should use your own virus protection software.
8 Limitation of our liability
YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS SECTION
8.1 Nothing in these Terms of Use limits any liability which cannot legally be limited, including liability for:
8.1.1 death or personal injury caused by negligence;
8.1.2 fraud or fraudulent misrepresentation; and
8.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.2 Subject to the other provisions of these Terms of Use including section 7 and this section 8, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for any:
8.2.1 loss of profits;
8.2.2 loss of sales or business;
8.2.3 loss of agreements or contracts;
8.2.4 loss of anticipated savings;
8.2.5 loss of use or corruption of software, data or information;
8.2.6 loss of or damage to goodwill; and
8.2.7 any indirect or consequential loss.
8.3 Subject to the other provisions of these Terms of Use including section 7 and this section 8, our total liability to you arising under or in connection with the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to Service Fees paid by you in relation to the Services in the 12 month period prior to the date on which the liability arose. For the avoidance of doubt, if you have not paid any Service Fees, our liability to you under this section 8.3 is zero.
8.4 We have given commitments as to compliance of the Services with the relevant specification in section 7.1. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these Terms of Use.
9 Ceasing to be an Authorised User
9.1 If you wish to end your registration for the Service, please contact us by email at support@webgains.com. Please note that you will not be entitled to receive a refund of any Service Fees paid if you have received access to any paid content.
9.2 We will determine, in our discretion, whether there has been a breach of these Terms of Use. If such a breach has occurred, we may take such action as we deem appropriate, including all or any of the following actions:
9.2.1 immediate, temporary or permanent withdrawal of any relevant Authorised User account and/or the Authorised User’s right to use the Service;
9.2.2 immediate, temporary or permanent removal of any Submitted Content;
9.2.3 the issue of a warning to you; and
9.2.4 legal action against you.
9.3 If you cease being an Authorised User for any reason you must immediately cease using the Service and must not attempt to access it.
10 Changes to these Terms of Use and the Service
10.1 You will be asked to read and accept these Terms of Use at the time you first access the Service.
10.2 We may revise these Terms of Use at any time and in the event of such a revision, you may be asked to read and accept the revised Terms of Use at the next time you access the Service.
10.3 We may update the Service from time to time and may change the content and/or functionality provided through the Service at any time.
11 Entire agreement.
These Terms of Use set out the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms of Use.
12 Third Party Rights
A person who is not a party to these Terms of Use shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms of Use, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
13 Assignment and transfer.
13.1 We may assign or transfer our rights and obligations under these Terms of Use to another entity.
13.2 You may only assign or transfer your rights or your obligations under these Terms of Use to another person if we agree in writing.
14 Applicable Law and jurisdiction
These Terms of Use, their subject matter and their formation, are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
15 Trade Marks
“Webgains” and the Webgains logo are registered trade marks of Webgains Limited or its group companies.
16 Contact Us and Complaints
To contact us, including with any comments or complaints regarding the Service please email support@webgains.com