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Licence if you use the iAM Learning library/content on your own LMS
BY USING THE iAM LEARNING SITE OR CLICKING ON THE ‘ACCEPT’ BUTTON OR SIGNING THIS DOCUMENT YOU ARE CONFIRMING, AS AN AUTHORISED REPRESENTATIVE OF YOUR ORGANISATION, THAT YOUR ORGANISATION ACCEPTS OUR TERMS OF LICENCE FOR THE USE OF iAM LEARNING AND THE iAM LEARNING MANAGEMENT SYSTEM (LMS) AS SET OUT BELOW. IF YOU DO NOT ACCEPT THE TERMS OF LICENCE, YOU MUST LEAVE THIS WEBSITE IMMEDIATELY.
This iAM COMPLIANT LIMITED licence governs the use of iAM Learning as a ‘Software as a Service’ (SaaS). This licence allows for the content and software to be delivered through the end users own Learning Management System and is delivered by iAM Compliant Limited. iAM Learning and iAM Learning Content are trading names of iAM Compliant Limited.
Free Trials. This section only applies to those customers requesting a free trial. When Customer first agrees to these terms, iAM Learning allows for a fourteen (14) day free trial (“Free Trial Period”) of the content library with no payment obligation and no obligation of continued subscription past the Free Trial Period. Once complete, iAM Learning reserves the right to immediately suspend access upon expiration of Customer’s Free Trial Period. To avoid any such interruption of Services, Customer may elect to continue using the Services after its Free Trial Period by purchasing full access as defined by the subscription fees. The remainder of this agreement will govern the use of the content library during any paid subscription term once the order has been accepted.
In the event of conflict between the Service Order (means the iAM Learning document (to which these Terms of Licence are attached) specifying the Services and the proposed fee for providing those Services) and these Terms of Licence, we and you agree that the terms of the Service Order shall take precedence.
1 About us.
iAM Compliant is a limited company registered in England and Wales under company number 08087062 and with its registered office address at The Steam Mill Business Centre, Steam Mill Street, Chester, CH3 5AN, the owners and originator of the online learning content and courses to be made available under these Terms of Licence (Courses). Our VAT number is 176 3408 96. If you need any information about this Website or any of our services, please contact us by one of the methods shown below.
Address: Steam Mill Business Centre, Steam Mill Street, Chester, CH3 5ANEmail: email@example.com / firstname.lastname@example.org
2 Your service provider.
You confirm that you have selected a relevant Service Provider to provide the technology platform for you and those members of your staff that you have authorised (Users) to access the Courses without any advice from us and entirely at your own risk. If you wish to change your Service Provider you must give us at least 10 days written notice setting out details of your proposed replacement Service Provider. We will try to accommodate your request to use the replacement Service Provider to access the Courses but you accept that this may not always be possible. When we agree to your request, the new Service Provider will become the ‘Service Provider’ for the purposes of the Terms of Licence, in which case, we will authorise the use of the files provided to your previous Service Provider to be used by your new Service Provider and if necessary replace those files and/or we will disable the access held by your previous Service Provider and provide access to your new Service Provider. Your previous Service Provider will be required to remove and delete the Product in its entirety from all of its systems and servers and certify the same to us.
3 Account, activation and term.
You have requested that we open an account for you to enable you and your Users to access the Courses via your Service Provider. Following signature of this agreement by you and us we will set up a unique account for you. Fees are due in full on invoice and in all instances before commencement and/or renewal. On receipt of the payment of the licence fee plus VAT, we will provide your Service Provider with the relevant access from which your Service Provider will be entitled to incorporate into its technology platform, to enable you and your Users to access the Courses via that platform. Your account will run on an annual basis from the date of licence. The annual fee, if auto-renewed will increase by a minimum of 6% over that of the previous term.
These Terms of Licence shall commence on the date when it has been signed by all parties and shall continue for the Contract Period as detailed in the Service Order. The term of these Terms of Licence shall automatically extend at the end of the Contract Period for one year (Extended Term) and at the end of the Extended Term. You may give 30 days written notice to us, not later than 30 days before the end of the Contract Period or the relevant Extended Term, to terminate this agreement at the end of the Contract Period or the relevant Extended Term, as the case may be.
For the avoidance of doubt, if you provide written notice to terminate during the Contract Period or the Extended Term, you will be liable for the remainder of the Licence Fee due for the Contract Period or the Extended Term.
Without affecting any other right to remedy available to it, iAM Learning may terminate these Terms of Licence with immediate effect by giving you written notice if you commit a material breach of any terms of these Terms of Licence and (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified to do so.
We capture only information relevant to the learner – when using our LMS – and as per legislation this information can be viewed, updated or deleted upon request. This information is only used to provide suggested reporting history to the relevant organisation to whom the employee or learner belongs. Deletion is available through admin request. When deleting a user, please ensure that any relevant history has been captured, as you may still wish to retain this post deletion e.g. courses taken. When using your own LMS, we do not have access nor store any data relating to your users.
5 Ownership of materials and licence terms.
The Courses (videos, resources, elearning courses etc.) are protected by copyright, trademark and other intellectual property rights and laws throughout the world and are owned by or are licenced to iAM Compliant Limited and/or third parties. You and your Users are permitted to display the Courses via your Service Provider’s technology platform on a computer screen and any other device capable of displaying the Courses.
You agree not to and to ensure that none of your Users:
(1) copy, reproduce, store (in any medium or format), distribute, transmit, modify, create derivative works from all or any part of the Courses without our prior written consent (whichmay be given or withheld in our absolute discretion)
(2) use the Courses, for:
• any unlawful purpose or in contravention of applicable law
• commercial exploitation without our prior written consent
• any purpose or in any manner that may give a false or misleading impression of us, our staffor our services
• do anything that may interfere with or disrupt the Courses
• encourage or permit others to do any of the above
(3) use, upload or transmit any device, software, file or mechanism which may interfere withthe proper operation of the Courses or our systems
(4) decompile, disassemble or reverse engineer (or attempt to do any of them) any of theCourses and associated resources.
6 Suitability of materials.
We do not give any assurance that the Courses available to you or your Users are suitable for your or their requirements or that they will be secure, error or virus free and we will have no liability in respect of those materials.
7 Course availability, Service Provider platform and functionality.
The availability of the Courses to you and your Users and your Service Provider’s platform and any additional functionality provided by your Service Provider are matters entirely between you and your Service Provider and we will have no liability in respect of them. Our sole responsibility is to provide the access and/or files to your Service Provider in accordancewith these Terms of Licence. We reserve the right to modify, suspend and withdraw the Courses or any of them at any time without notice and without incurring any liability.
8 Links to the Courses.
Save as expressly permitted by these Terms of Licence, you are not permitted to establish or to allow any third party to establish a link to the Courses from any other sites without our prior written consent.
9 Licence fees.
Your licence will be automatically renewed at the Renewal Date (means the date the Contract Term will end). The renewal licence fee should be received as cleared funds by us no later than the working day before the renewal date. If you do not wish to renew your licence you will be required to notify iAM Compliant Limited in writing at least 30 days before the renewal date of your licence and you will be required to immediately, but no later than 7 days from the renewal date, remove and permanently delete all Courses and/or files from your Service Provider’s platform and any other system and/or media belonging to either your Service Provider or you that is capable of storing the Courses and/or files and provide certification to us that this has been carried out and that the Courses are no longer accessible by you or your Users. Should the Courses and/or files remain on your Service Providers platform after 7 days following the renewal date you will be liable to pay the full licence renewal fee. If you do not renew your licence you will be required to return to iAM Compliant Limited any and all files together with the media on which those files were issued to you within 7 days of the licence expiry date.
We reserve the right to request a secure login to your LMS for the sole purpose of usage reporting. We may monitor activity and access to the Courses and may take any action we consider appropriate if we suspect you or any of your users may be in breach of these Terms ofLicence including suspending, attaching conditions to or terminating your or their access and / or notifying the authorities or relevant regulators of your activities.
We use firewalls and secure technologies to protect your information and that of your Users (see
never completely private or secure and there is a risk, therefore, that any
message or information you or your Users send to us may be intercepted and potentially read by others. We will have no liability in respect of any transmissions you or your Users send to us and you do so entirely at your own risk.
12 Accuracy of information.
Technical data, technology tools and commercial practice change frequently, and the content of the Courses has been prepared for general interest only and is not a substitute for specific technical or other professional advice and should not be read or used as such.
ALTHOUGH WE TAKE CARE TO ENSURE THAT ALL MATERIAL IN THE COURSES IS CORRECT AND SUITABLE FOR USE BY OUR CUSTOMERS, MISTAKES MAY, OCCASIONALLY OCCUR AND iAM COMPLIANT / iAM LEARNING DOES NOT GIVE ANY ASSURANCES THAT THE CONTENT IN THE COURSES IS ACCURATE, COMPLETE OR CURRENT OR THAT THE COURSES WILL BE FREE OF DEFECTS OR VIRUSES.
14 Access to the Courses outside of the United Kingdom.
iAM Compliant Limited makes no claims or representations that any or all of the Videos may be lawfully viewed or downloaded outside of mainland UK and, unless otherwise specifically stated, the content in the Videos is directed solely at Users who access them from mainland UK.
IF YOU OR ANY OF YOUR USERS CHOOSE TO ACCESS THE VIDEOS FROM OUTSIDE MAINLAND UNITED KINGDOM, YOU AND THEY DO SO AT YOUR OWN RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH THE LAWS OF THE RELEVANT JURISDICTION.
15 Limitation of liability.
We will not be liable for any indirect or consequential loss or for loss of profit, loss of business or opportunity, loss of or damage to data or damage to goodwill as a result of your use, or the use by any of your Users, of the Courses.
In all other cases, our maximum aggregate liability to you will be one year Licence Fee (means the fee for one year included in your Service Order). In the event that the fee varies, then the amount will be the Licence Fee paid for the first year of the agreement.
NOTHING IN THESE TERMS OF LICENCE EXCLUDES OR LIMITS OUR LIABILITY FOR FRAUDULENT MISREPRESENTATIONOR FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE.
16 Third party rights.
Nothing in these Terms of Licence is intended to nor shall it confer a benefit on any third party under the Contracts (Rights of Third Parties) Act 1999 and a person who is not a party to theseTerms of Licence has no rights to enforce them.
We may add your Company name and logo to our published list of customers for so long as the Customer continues to be a subscriber. Customer also agrees that we may immediately issue a generic press release announcing the deal between both parties.
No delay or decision not to enforce rights under these Terms of Licence will constitute a waiver of the right to do so and will not affect rights in relation to any subsequent breach.
19 Governing law.
These Terms of Licence are subject to the laws of England and Wales and each of them us here by submits to the non-exclusive jurisdiction of the English courts.
20 Statutory rights.
NOTHING IN THESE TERMS OF LICENCE AFFECTS YOUR STATUTORY RIGHTS