BACKGROUND:

This agreement applies as between you, the User of this Website and GENERATE SKILLS & LEARNING LIMITED, the owner(s) of this Website.Your agreement to comply with and be bound by Clauses 1 – 7, the relevant parts of 8 and 9 and 11 – 20 of these Terms and Conditions isdeemed to occur upon your first use of the Website. The relevant parts of Clauses 8 and 9 and Clause 10 apply only to Membership Feesand premium features. If you do not agree to be bound by these Terms and Conditions, you should stop using the Website immediately.

This Website is owned and operated by GENERATE SKILLS & LEARNING LIMITED, a limited company registered in England under 10054099,whose registered address is 590 Green Lanes, Palmers Green, London, United Kingdom, N13 5RY and whose main trading address is Boxworks@ Engine Shed, Clock Tower Yard, Temple Gate, Bristol, BS1 6QH.

1.

Definitions and Interpretation

In this Agreement the following terms shall have the following meanings:

"Account"

means collectively the personal/identifying information, payment information and credentials used by Users to access parts of the Website and to create User Sites;

"Content"

means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this Website;

"Membership Fee"

means the fee(s) payable to access premium features, as described on our website(s);

"Service"

means collectively any online facilities, tools, services or information that GENERATE SKILLS & LEARNING LIMITED makes available through the Website either now or in the future;

"System"

means any online communications infrastructure that GENERATE SKILLS & LEARNING LIMITED makes available through the Website either now or in the future. This includes, but is not limited to, User Sites, email addresses and online forms;

“User” / “Users”

means any third party that accesses the Website and is not employed by GENERATE SKILLS & LEARNING LIMITED and acting in the course of their employment;

“User Content”

means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of a User Site;

“User Site”

means a website created by a User using GENERATE SKILLS & LEARNING LIMITED which shall contain User Content and shall be hosted by GENERATE SKILLS & LEARNING LIMITED;

“Website”

means the website that you are currently using and any sub-domains of this site unless expressly excluded by their own terms and conditions (references to “the Website” should also be taken as referring to the Service and the Content where appropriate);

“We/Us/Our”

means the website that you are currently using and any sub-domains of this site unless expressly excluded by their own terms and conditions (references to “the Website” should also be taken as referring to the Service and the Content where appropriate);

2.

Intellectual Property

2.1

Subject to the exceptions in Clause 3 of these Terms and Conditions, all Content included on the Website, including any material contained within User Sites that is not User Content, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of GENERATE SKILLS & LEARNING LIMITED, or Our affiliates. By continuing to use the Website you acknowledge that such material is protected by applicable United Kingdom and international intellectual property and other laws.

2.2

You may print, reproduce, copy, distribute, store or in any other fashion re-use Content from the Website as specified in Clause 4 of these Terms and Conditions and for personal or educational purposes only unless otherwise indicated on the Website or unless given Our express written permission to do so. Specifically you agree that:

2.2.1

You will not systematically copy Content from the Website with a view to creating or compiling any form of comprehensive collection, compilation, directory or database unless given Our express written permission to do so.

3.

User Site Intellectual Property

3.1

The intellectual property rights subsisting in the User Content of User Sites belong to the User to which that/those User Site(s) belong(s) unless it is expressly stated otherwise.

3.2

Where expressly indicated, certain Content available through User Sites and the intellectual property rights subsisting therein belongs to other parties.

3.3

The Content described in this Clause 3, unless expressly stated to be so, is not covered by any permission granted by Clause 2 of these Terms and Conditions to use Content from the Website. The exceptions in Clause 4 continue to apply.

4.

Fair Use of Intellectual Property

Material from the Website may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 apply.

5.

Links to Other Websites

This Website may contain links to other websites. Unless expressly stated, these websites are not under the control of GENERATE SKILLS & LEARNING LIMITED or that of Our affiliates. We assume no responsibility for the content of such websites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Website does not imply Our endorsement of the sites themselves or of those in control of them.

6.

Links to this Website

6.1

Subject to the provisions of sub-Clause 6.2, those wishing to place a link to this Website on other sites may do so only to the home page of the site without Our prior permission. Deep linking (i.e. links to specific pages within the site) requires Our express written permission. To find out more please contact Us by email at contact@generatelearninguk.net.

6.2

Nothing in this Clause 6 prohibits deep linking to User Sites (and/or any pages therein). The terms and conditions unique to each User Site may nevertheless prohibit deep linking.

7.

User Sites

7.1

When creating a User Site using Generate Learning you should do so in accordance with the following rules:

7.1.1

You must not use obscene or vulgar language;

7.1.2

Your User Site may not contain any material that is unlawful or otherwise objectionable (including that which may be in breach of rules, regulations or legislation in force in the United Kingdom or any other jurisdiction in which your User Site can be lawfully accessed. This does not extend to material which may be automatically blocked in certain jurisdictions but that is lawful in your home country);

7.1.3

Your User Site may not contain any material that is intended to promote or incite violence or any other unlawful conduct against any group, individual or animal. This includes, but is not limited to, the provision of instructions on how to assemble weapons of any kind, bombs, grenades or other explosive devices;

7.1.4

Your User Site must be honest and fair, should not make any unsubstantiated or unsupportable claims and should, in particular, not be used to sell or offer for sale any item, good or service that:

7.1.4.1

Violates any applicable rules, regulations or legislation;

7.1.4.2

You do not have the full right and entitlement to sell including, where relevant, any licences or authorisations; or

7.1.4.3

That We determine, in Our sole discretion, is not appropriate for sale through Our Service.

7.1.5

Your User Site may not infringe the intellectual property rights of any third party including, but not limited to, copyright, trade marks, patents and designs;

7.1.6

Your User Site may not contain links to other websites containing any of the above types of material;

7.1.7

Your User Site may not contain any material that may contain viruses or other software or instructions that may damage or disrupt other software, computer hardware or communications networks;

7.1.8

Your User Site may not be used for unauthorised mass-communications such as “spam” or “junk mail”;

7.1.9

Your User Site may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted through the Service (including, but not limited to, your User Site);

7.1.10

You may not use your User Site to impersonate any person or entity including, but not limited to, any employee, agent or sub-contractor of GENERATE SKILLS & LEARNING LIMITED or any of our affiliates;

7.1.11

You may not use your User Site for phishing purposes;

7.1.12

You may not use your User Site for the purpose of uploading files solely to have them hosted by GENERATE SKILLS & LEARNING LIMITED; and

7.1.13

Your User Site may not contain any material that is adult in nature including, but not limited to, that which is pornographic or otherwise of a sexual nature.

7.2

You acknowledge that GENERATE SKILLS & LEARNING LIMITED shall screen, approve (or reject), edit and/or take down any User Site submitted for publication.

7.3

GENERATE SKILLS & LEARNING LIMITED may edit your User Site to comply with the provisions of sub-Clause 7.1 without prior consultation. In cases of severe breaches of the provisions of sub-Clause 7.1, your User Site may be taken down and your Account may be suspended or terminated. You will not be informed in writing of the reasons for such alterations or take downs.

7.4

By creating and submitting a User Site you warrant and represent that you are the author of the User Content on that User Site or that you have acquired all of the appropriate rights and / or permissions to use it. We accept no responsibility or liability for any infringement of third party rights by User Sites.

7.5

GENERATE SKILLS & LEARNING LIMITED will not be liable in any way or under any circumstances for any loss or damage that you or any other User may incur as a result of such User Sites, nor for any errors or omissions in User Sites. Use of and reliance upon User Sites is entirely at your own risk.

7.6

Nothing in these Terms and Conditions shall grants Us any rights in or to any intellectual property rights contained within your User Site or any part of it save for the right to display the same through Our System until you (or GENERATE SKILLS & LEARNING LIMITED, if appropriate) choose to remove that User Site.

7.7

You acknowledge that We may retain copies of any and all communications, information, User Content and User Sites sent to Us or submitted for publication.

8.

Accounts and Membership Fees

8.1

In order to create a User Site you must create an Account which will contain certain personal details. By creating an Account you represent and warrant that:

8.1.1

all information you submit is accurate and truthful; and

8.2.1

you will keep this information accurate and up-to-date.

8.2

Sharing of accounts is not permitted unless expressly authorised in writing by GENERATE SKILLS & LEARNING LIMITED. You must keep your Account details confidential and should not reveal your username or password to any unauthorised third parties.

8.3

Some premium features of the Service require the payment of a Membership Fee. Membership Fees are detailed on the sign up process. Your credit / debit card will be billed at the time at which you sign up for such premium until cancellation or termination.

8.4

No part of this Website constitutes a contractual offer capable of acceptance. Your signing up for the premium features constitutes a contractual offer that We may, at Our sole discretion, accept. Our acceptance is indicated by Us sending to you a confirmation email. Only once We have sent you an order confirmation will there be a binding contract between GENERATE SKILLS & LEARNING LIMITED and you.

8.5

Confirmation emails under sub-Clause 8.4 shall contain the following information:

8.5.1

Confirmation of the premium features ordered including full details of the main characteristics of those features;

8.5.2

Fully itemised pricing for the premium features ordered including, where appropriate, taxes and any other additional charges;

8.5.3

A confirmation of your express request that the premium features are made available to you immediately and that this will constitute a waiver of your statutory right to cancel as detailed below in sub-Clause 8.8.

8.6

Your first payment will be at the price advertised on the Website. We reserve the right to change Membership Fees from time to time and any such changes may affect your recurring Membership Fees:

8.6.1

increases in price will be reflected in your recurring Membership Fees; and

8.6.2

decreases in price will be reflected in your recurring Membership Fees.

8.7

Premium features requiring a Membership Fee will be made available to you immediately upon Our confirmation of your signing up. When completing the order process you will be required to expressly acknowledge that you wish the premium features to be made available immediately. You will also be required to expressly acknowledge that by doing so, you will lose your statutory right to cancel your contract with GENERATE SKILLS & LEARNING LIMITED as detailed below in sub-Clause 8.8.

8.8

If you are a consumer based in the European Union, you have a statutory right to a “cooling-off” period with respect to the purchase of certain goods and services. This period, if applicable, begins once the contract between the seller and you, the buyer, is formed and ends at the end of 14 calendar days after that date. Under normal circumstances, premium features requiring the payment of Membership Fees on this Website are made available immediately upon Our confirmation of your order for them. As set out in sub-Clause 8.7, by expressly requesting this, you waive your right to the cooling-off period and may not cancel the contract merely because you have changed your mind. Your waiving of the statutory cooling-off period in no way affects your rights under the 7 day money back guarantee period that We provide under Clause 10.

8.9

If you terminate a User Site and/or your Account, your User Site(s) will be taken down immediately and you will be rebilled for the remainder of the minimum contract period of 1 month, at the end of which rebilling will automatically stop.

8.10

All payments for Membership Fees due under these Terms and Conditions must be made using a valid debit or credit card via Our own secure online payment system and via Our chosen payment partner, PayPal. Payments made via PayPal are subject to PayPal’s own terms and conditions of service and We make no representations or warranties with respect to their services.

9.

Termination and/or Suspension

9.1

In the event that any of the provisions of sub-Clause 7.1, above, are not followed, We reserve the right to suspend or terminate your access to the Service. Any Users banned in this way must not attempt to use the Website under any other name or by using the access credentials of another User, with or without the permission of that User.

9.2

If We terminate or suspend your Account as a result of your breach of these Terms and Conditions you will not be entitled to any refund. If you have signed up for premium features, you will continue to be rebilled for the remainder of the minimum contract period of 1 month, you will be billed for the total sum remaining for the minimum contract period of 1 month which shall be due in one payment. If you have multiple User Sites and not all are deleted, you will continue to be billed as normal for any relevant premium features.

10.

Money Back Guarantee

10.1

When signing up for premium features you have a 7 days money back guarantee during which time you may cancel the premium features and receive a full refund if you are in any way unhappy with the premium features. [Minimum contract periods to not take effect during this guarantee period and you will not be rebilled if you cancel under the terms of this Clause 10.]

10.2

If you wish to take advantage of the money back guarantee, please contact Us at info@generateuk.net using the subject line: “Refund Request”.

10.3

Please note that the money back guarantee applies only to premium features offered as part of the Service and does not extend to any other purchases such as domain names.

10.4

Please note that cancelling under this Clause 10 will result in the loss of certain features and/or storage capacity on your Account and may thus result in changes to your User Site which may include loss of certain functionality and/or loss of data.

11.

Privacy

11.1

Use of the Website and the Service is also governed by Our Privacy Policy which is incorporated into these Terms and Conditions by this reference. To view the Privacy Policy, please click on the link above.

11.2

By accepting these Terms and Conditions, you are giving consent to GENERATE SKILLS & LEARNING LIMITED to place cookies on your computer or device. Please read the information contained in the Privacy Policy prior to acceptance.

11.3

You may also wish to delete cookies which have already been placed. For instructions on how to do this, please consult your internet browser’s help menu. Please note that certain features of the Service may not function correctly if cookies are blocked and GENERATE SKILLS & LEARNING LIMITED accepts no responsibility for any such problems if you have chosen to block cookies.

12.

How We Use Your Personal Information (Data Protection)

12.1

All personal information that We may collect (including, but not limited to, your name and address) will be collected, used and held in accordance with the provisions of the Data Protection Act 1998 and your rights under that Act.

12.2

We may use your personal information to:

12.2.1

Provide Our Service to you;

12.2.2

Process your payment for the Service; and

12.2.3

Inform you of new products and services available from Us. You may request that We stop sending you this information at any time.

12.3

In certain circumstances (if, for example, you wish to purchase anything on credit), and with your consent, We may pass your personal information on to credit reference agencies. These agencies are also bound by the Data Protection Act 1998 and should use and hold your personal information accordingly.

12.4

We will not pass on your personal information to any other third parties without first obtaining your express permission.

13.

Legal Rights and Disclaimers

13.1

We make no warranty or representation that the Website or the Service will be compatible with all systems, or that it will be secure.

13.2

Save for the [discretionary] screening and approval of User Sites as detailed in Clause 7, We have neither control over, nor involvement in, any User Sites or User Content and accept no responsibility for any actions taken, or any goods or services provided, by any Users.

13.3

Whilst reasonable endeavours have been made to ensure that all information provided on this Website will be accurate and up to date, We make no warranty or representation that this is the case. We make no guarantee of any specific results from the use of our services.

13.4

No part of this Website is intended to constitute advice and the Content of this Website should not be relied upon when making any decisions or taking any action of any kind.

13.5

We make no representation or warranty that any part of this Website is suitable for use in commercial situations or that it constitutes accurate data and / or advice on which business decisions can be based.

13.6

When providing digital content to consumers, We are required to provide digital content that is of satisfactory quality, fit for any purpose made known to us (whether expressly or impliedly), and in accordance with any descriptions (and pre-contract information) given by Us. This includes any digital content we may subsequently modify. If We fail to comply with Our legal obligations, consumers may be entitled to certain legal remedies including repair or replacement or price reductions. For full details of consumers’ legal rights, including those relating to digital content, please contact your local Citizens Advice Bureau or Trading Standards Office.

13.7

Whilst We exercise all reasonable skill and care to ensure that the Website is secure and free of errors, viruses and other malware, you are strongly advised to take responsibility for your own internet security, that of your personal details and your computers.

13.8

If, as a result of Our failure to exercise reasonable care and skill, any digital content from Our Site damages your device or other digital content belonging to you, you may be entitled to certain legal remedies. For more details concerning your rights and remedies as a consumer, please contact your local Citizens Advice Bureau or Trading Standards Office.

14.

Availability of the Website and Modifications

14.1

We accept no liability for any disruption or non-availability of the Website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and state-mandated censorship.

14.2

We reserve the right to alter, suspend or discontinue any part (or the whole of) the Website including, but not limited to, the Content available. Where anything you have paid for is made unavailable and you are entitled to a refund as a result, We will inform you of the refund due and it will be paid within 14 days using the same method originally used by you. These Terms and Conditions shall continue to apply to any modified version of the Website unless it is expressly stated otherwise.

15.

Limitation of Liability

15.1

To the fullest extent permissible by law, We accept no liability to any user for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) the Website or the use of or reliance upon any content included on the Website including the Service and the Content.

15.2

To the fullest extent permissible by law, We exclude all representations, warranties, and guarantees (whether express or implied) that may apply to the Website or any content included on it.

15.3

If you are a commercial user, We accept no liability for loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.

15.4

We exercise all reasonable skill and care to ensure that the Website is free from viruses and other malware. Subject to sub-Clause 13.8, We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material or event that may adversely affect your hardware, software, data or other material that occurs as a result of your use of the Website (including the downloading of any content from it) or any other site referred to on the Website.

15.5

We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of the Website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.

15.6

Nothing in these Terms and Conditions excludes or restricts Our liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law. For full details of consumers’ legal rights, including those relating to digital content, please contact your local Citizens’ Advice Bureau or Trading Standards Office.

16.

No Waiver

In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.

17.

Previous Terms and Conditions

In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.

18.

Third Party Rights

Nothing in these Terms and Conditions shall confer any rights upon any third party. The agreement created by these Terms and Conditions is between you and GENERATE SKILLS & LEARNING LIMITED.

19.

Communications

19.1

All notices / communications shall be given to Us either by post to Our premises at Boxworks @ Engine Shed, Clock Tower Yard, Temple Gate, Bristol, BS1 6QH or by email to info@generatelearning.com. Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.

19.2

We may from time to time, if you opt to receive it, send you information about Our products and/or services. If you do not wish to receive such information, please click on the 'Unsubscribe' link in any email which you receive from us.

20.

Law and Jurisdiction

20.1

These Terms and Conditions, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.

20.2

If you are a consumer, any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.

20.3

If you are a business, any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.

21.1

We make no warranty or representation that Our Site will be compatible with all systems, or that it will be secure.

21.2

Whilst every reasonable endeavour has been made to ensure that all information provided on Our Site will be accurate and up to date, We make no warranty or representation that this is the case.

21.3

We give no guarantee of any specific results from the use of Our Site or the service(s) provided thereby. We neither warrant, represent nor imply that you will derive any benefit, financial or otherwise, from your use of Our Site or the service(s) provided thereby.

21.4

Results derived from the use of Our Site or the service(s) provided thereby will vary from one user to another and will depend upon a user’s own input, efforts, circumstances, knowledge and experience.

21.5

No guarantee is given of successful results from the use of Our Site or the service(s) provided thereby. This website and the service(s) provided thereby merely provide the possibility that users may experience some benefit if the information and facilities provided are applied correctly.

21.6

No part of Our Site is intended to constitute advice and the content of Our Site should not be relied upon when making any decisions or taking any action of any kind.

21.7

Commercial use of the information on this website is permitted, however We make no representation or warranty that this content is suitable for use in commercial situations or that it constitutes accurate data and / or advice on which business decisions can be based.

21.8

If you are a consumer, you may have certain legal rights with respect to Our provision of digital content. If We fail to comply with Our legal obligations, consumers may be entitled to certain legal remedies including repair or replacement or price reductions. For full details of consumers’ legal rights, including those relating to digital content, please contact your local Citizens Advice Bureau or Trading Standards Office.

21.9

Whilst We exercise all reasonable skill and care to ensure that Our Site is secure and free of errors, viruses and other malware, you are strongly advised to take responsibility for your own internet security, that of your personal details and your computers.

21.10

If, as a result of Our failure to exercise reasonable care and skill, any digital content from Our Site damages your device or other digital content belonging to you, if you are a consumer you may be entitled to certain legal remedies. For more details concerning your rights and remedies as a consumer, please contact your local Citizens Advice Bureau or Trading Standards Office.