These terms and conditions apply between the users of the products and services of EFFECTIVE LIFELONG LEARNING INVENTORY (ELLI) Ltd and PATHWAYS TO LEARNING Ltd. They include, but are not limited to, any persons who may be accredited or licensed in the carrying out of duties that require engagement with the company’s products and services. Please read these terms and conditions carefully as they may affect the legal rights of all who are party to commercial transaction whether vendor or purchaser/user.
1. ACCEPTANCE OF TERMS
1.1 Your agreement to comply with, and be bound by, these terms and conditions is deemed to commence either upon the date of first use of a product or service or upon signature of contract. On the occasion of your engagement being on behalf of other persons you must represent and warrant that you are at least 18 years of age. Your access to, and use, of the company’s products and services is subject (unless expressly stated otherwise in writing) exclusively to these terms and conditions. You will not use the company’s products and services for any purpose that is unlawful or prohibited by these terms and conditions. By using the company’s products and services you are fully accepting the terms, conditions and disclaimers contained herein.
1.2 EFFECTIVE LIFELONG LEARNING INVENTORY (ELLI) Ltd reserves the right to change these terms and conditions without notice, and users agree to be bound by such changes. It is the responsibility of all users of ELLI’s products and services to check these terms and conditions regularly to appraise themselves of any change herein.
1.3 If you are entering into these terms and conditions on behalf of others and including students, employees, staff, employer, community, institution or other organisation, you warrant that you are authorised to enter into legally binding contractual obligations on their behalf. You similarly warrant that those that you represent agree to be bound by these terms and conditions.
1.4 These terms and conditions must be accepted in their entirety by any consultant, adviser and/or practitioner representing or seeking to represent ELLI’s products and services, its mission, charitable purpose and proposition.
2. INTELLECTUAL PROPERTY AND USE OF CONTENT
2.1 Content that is the Intellectual Property of ELLI is available to contracted users in consideration for a specified payment. Payment terms are revised annually and specified by the publication of a Rate Card.
2.2 All content offered for sale by ELLI or made available to its users via the website and/or integrated digital and social media is the property of ELLI unless stated otherwise. Such content is protected by copyright, trademarks, database rights and other intellectual property rights. Nothing shall be construed, whatever its source, as granting by implication, estoppels or otherwise, any license or right to use any trademark, logo or service without the owner’s prior written permission
2.3 Notwithstanding any other rights or remedies available to it, ELLI shall have the right to terminate any licence or contract granted to any user in the event of any breach by such user of the terms and conditions stated herein. Without prejudice to any rights granted herein, ELLI reserves the right to amend, edit or abbreviate or take down any content at its discretion.
2.4 In the event of any user, practitioner or consultant adding specific value to any ELLI product or service whether that be developing the content, product or service as offered by ELLI or creating specific ways of
working or methodologies, they shall become the property of ELLI and protected by contractual obligation and legislation within the parameters of the intellectual property assigned to ELLI.
2.5 Users are expressly forbidden to download, store, reproduce, transmit, display (including without limitation via an intranet or extranet site), copy, sell, publish, distribute, provide access to content for any other purposes other than those set out in a contract directly between ELLI and the assignee or to sub- license, rent, lease, transfer or assign any rights to content to any other person, commercially exploit or use content for any unlawful purpose.
3. AVAILABILITY AND DISCLAIMER
3.1 ELLI’s products and services are provided to users ‘as is’ and on an ‘as available’ basis. ELLI gives no warranty that any products, services or methods of communication to prospects and users originated by ELLI will be free of defects and/or faults. To the maximum extent permitted by law, ELLI provides no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality. ELLI is under no obligation to update the information it publishes or makes available on any publicly accessible platform.
3.2 Whilst ELLI uses every reasonable endeavour to ensure that its media transmissions, website and delivered data are secure and free of errors, viruses and other malware. ELLI gives no warranty or guarantee in that regard and all users are committed, upon signature of contract, to the taking of responsibility for their own data and system security, that of those they claim to represent, for all personal details and for the security of their computers and electronic devices.
3.3 ELLI accepts no liability for any disruption or non-availability of its media transmissions and communications, products and services.
3.4 ELLI reserves the right to alter, suspend or discontinue any part of its offer to its users but not limited to its products and services. These terms and conditions shall continue to apply to any modified version of any transmission, product or service unless expressly stated otherwise.
4. LIMITATION OF LIABILITY
4.1 Nothing in these terms and conditions will a. Limit or exclude our or your liability for death or personal injury resulting from our or your negligence, as applicable b. Limit or exclude our or your liability for fraud or fraudulent misrepresentation or c. Limit or exclude any of our or your liabilities in any way that is not permitted under applicable law.
4.2 We shall not be liable to you in respect of any losses arising out of events beyond our reasonable control
4.3 To the maximum extent permitted by law, ELLI accepts no liability for any of the following: business losses such as loss of profits, income, revenue, anticipated savings, business, contacts, goodwill or commercial opportunities; loss or corruption of any data, database or software; any special, indirect or consequential loss or damage.
5. WEBSITE CONTENT AND SERVICES
5.1 Except as otherwise expressly agreed by ELLI in writing, information regarding ELLI products and services is subject to change without notice.
5.2 Information about ELLI’s products and services made available on and/or through its website shall not constitute a representation, warranty or other commitment by ELLI with respect to any product or service unless otherwise expressly agreed to by ELLI in writing.
5.3 Without limiting the generality of the foregoing, ELLI hereby disclaims all warranties, express or implied, as to the accuracy, suitability for any purpose or completeness of any transmission, product or service therefore.
6. THIRD PARTY CONTENT AND SERVICES
6.1 ELLI makes available certain content that has not been created by ELLI either via hyperlinks or other forms of communication and transmission which may take users to websites or content destinations and suppliers not controlled by ELLI. All such content together with material posted either independently on the ELLI website or as contributions to blogs or forums is not the responsibility of ELLI and users acknowledge and confirm that ELLI has no control over the opinions, information, legality or accuracy of facts or statements contained therein. ELLI cannot guarantee, and makes no representation or warranty as to the accuracy, veracity or completeness of any such information provided. Nothing contained within third party content necessarily represents the point of view of ELLI.
6.2 In the event that a user has a dispute or issue with one or more other users, you agree to unconditionally release ELLI (its officers, directors, agents, subsidiaries and employees) from any and all claims, demands and damages (actual or consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed or undisclosed, arising out of or in any way connected with such disputes.
6.3 Users may purchase stand alone products as the same are made available and at such supplemental conditions as are then stated.
7. EVENTS TO INCLUDE WORKSHOPS and SEMINARS
The booking and attendance at all events shall be subject to the following:
7.1 Payment Policy
Where payment is required for attendance at an event, the payment must be made before the date of the event. Late payment will result in a ‘late payment administration charge’. The relevant fees and payment methods are listed in each event description and/or invitation, although always subject to VAT for UK companies.
Cancellations must be made in writing and received 14 days before the date of the event. No credits will be made on cancellation within 14 days of the relevant event.
7.3 Attendee Substitutions
Entry to events is permitted only to named individuals who have booked such entry. Should an attendee wish to nominate an alternative to attend in their place, they must contact ELLI at least 24 hours prior to the commencement of the event, or at such other time as is reasonable in the circumstances. For the avoidance of doubt, should you nominate an alternative attendee, you warrant and confirm that they will agree to the terms and conditions herein, or you shall remain primarily liable for such substitute attendee.
7.4 Changes to Events
ELLI aims to deliver high quality events in the manner in which they are advertised. However, it may become necessary to alter and/or change certain elements including, by way of example, the choice of speakers, venue, date and timings, although this list is illustrative and shall not be deemed to be exhaustive. ELLI shall, where reasonable and possible to do so, make such reasonable changes to events if necessary, and shall inform attendees of any such changes in a reasonable time before the relevant event. For the avoidance of doubt, ELLI shall not be in breach of contract if such changes are necessary and attendees shall not be permitted to obtain a refund of any such fees payable.
Prices for any ELLI products or services are subject to change without prior notice. ELLI expects to regularly update all publicly available sources of price information to ensure that there is always accurate price information in the public domain. Orders that are not based on current prices or prices that have been separately negotiated and confirmed in writing will not be accepted. The description and price of products and services purchased online shall be charged at the price at that time advertised.
9. PAYMENT POLICY
Unless specified at the point of purchase to the contrary, ELLI’s invoices for any products and services due for payment within the number of days specified on the invoice and calculated from the date of invoice.. ELLI reserves the right to charge for costs and expenses incurred in recovering late payments, and to charge interest on overdue accounts at the rate in force pursuant to the Late Payment of |Commercial debts (Interest) Act 1998 as at the due date.
10. GENERAL NOTES
10.1 Dependence on ELLI’s Products and Services
The contents of ELLI’s products and services do not constitute advice and should not be relied upon in taking, or refraining from taking, any decision or action. Under no circumstances shall ELLI be liable for direct, indirect or incidental damage resulting from your use of information, commentary, advice, other content to be found on the website, similarly, wheresoever and by whomsoever.. You agree to indemnify ELLI against any acrtions, claims, proceedings or liabilities arising from your use of ELLI’s products and services.
10.2 Data Protection
ELLI may use personal information which it holds in respect of its users to provide for credit control and market research purposes and to inform users about products and services, legal developments, training sessions or events which ELLI believes to be of interest to users.
ELLI is registered under the UK’s Data Protection Act and is committed to compliance with the terms and conditions of the said Act. Each client user has exclusive use of a dedicated ‘microsite’ and thereby is deemed to have total control over the data obtained by participation in ELLI’s profiling systems, The client is also deemed to be responsible for all liabilities in respect of personal data provided by participants under that client’s direction. If there is a demand for data derived from activities by a client, ELLI will only supply such data against a written proposal of required use and with the express consent of the client provider in writing.
10.4 Force Majeure
If by reason of labour dispute, strikes, inability to obtain labour or materials, fire or other action of the elements, accidents, power or telecommunications failure, customs delays, governmental restrictions or appropriation of other causes beyond the control of a party is such that ELLI is unable to perform in whole or in part its obligations set forth in these terms, then ELLI shall be relieved of any obligations to the extent it is hereby unable to perform, and such inability to perform shall not make ELLI liable to any other party. 11.5 Transfer of Rights
Users may nor transfer any of their rights under these terms and conditions to any other person. ELLI may transfer their rights under these terms and conditions where ELLI reasonably believes users’ rights will not be affected.
10.6 These terms and conditions may be varied by ELLI from time to time. Such revised terms will apply from the date of publication. Users should check the terms and conditions regularly to ensure familiarity with the then current version.
10.7 These terms and conditions contain the whole agreement between the parties relating to its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation to terms and conditions of engagement.
10.8 The Contracts (Rights of Third Parties) Act 1999 shall not apply to these terms and conditions and no third party will have any right to enforce or rely on any provision of these terms and conditions.
10.9 If any court or competent authority finds that any provision of these terms and conditions (or part of any provision)is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these terms and conditions shall not be affected.
10.10 Unless otherwise agreed, no delay, act or omission by a party in exercising right or remedy will be deemed a waiver of that, or any other, right or remedy.
11. GOVERNING LAW AND JURISICTION
These terms and conditions shall be construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the English courts.