In these Terms and Conditions the following definitions shall apply:
|Business Day||a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.|
|Commencement Date||the date on which Limelight accepts a Delegate’s subscription to the Learning Portal|
|Conditions||these terms and conditions as amended from time to time and published on the Learning Portal.|
|Delegate||any person whose subscription to the Learning Portal has been accepted by Limelight (and “membership” shall be construed accordingly).|
|Delegate Default||any act or omission by a Delegate or failure by the Delegate to perform any relevant obligation set out in the Learning Agreement or otherwise required to provide the Services.|
|Fees||the fees payable by a Delegate in consideration of the Services as set out in Clause 6|
|Force Majeure Event||an event beyond the reasonable control of Limelight including but not limited to strikes, lock outs or other industrial disputes (whether involving the workforce of Limelight or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.|
|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 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.|
|Learning Agreement||the overall agreement including these Conditions and all other associated documentation describing the rights and obligations of Limelight and the Client as set out in the Order Form.|
|Learning Portal||the learning platform accessible via the Site through which a Delegate may subscribe to the Services and complete the Modules in accordance the Learning Agreement.|
|Licensor||Thomas International UK Limited, company No. 01568983 whose registered office is at 17 West Street, Marlow, Bucks, SL7 2LS.|
|Module(s)||the online distance learning sales training modules as set out in the Prospectus, provided by Limelight under licence from the Licensor.|
|Order Form||the form substantial in the format as from time to time set out in the Prospectus to be completed by the Delegate and once accepted by Limelight, specifying the Services to be provided and the applicable Fees.|
|Prospectus||the prospectus available online setting out the Modules available to Delegates and the required processes as well as background information relevant to the Services|
|Questionnaire||the questionnaire from time to time included within the Prospectus or otherwise required by Limelight, to be completed by the Delegate in order for Limelight to provide the Services.|
|Services||the online availability of the Modules to Delegates over the Learning Portal and the services required to support and enable Delegates to complete the Modules.|
|Site||the website operated by Limelight at www.limelightlearninguk.com|
|Limelight or "We", "Us" or "Our"||LIMELIGHT LEARNING UK LIMITED registered in England and Wales under company number 09418575 and whose registered office is at EMMENS COTTAGE KIDMORE END READING UNITED KINGDOM RG4 9AP|
In the Learning Agreement, the following rules apply:
a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
a reference to a party includes its personal representatives, successors or permitted assigns;
a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
a reference to writing or written includes faxes and e-mails and communications over the Learning Portal.
The Learning Agreement governs the contractual arrangements between Limelight and the Delegates for the provision of the Services over the Learning Portal and incorporates the following in order of priority:
the Order Form
Limelight Website Terms of Access and Use available at http://limelightlearninguk.co.uk/terms,
which together define the rights and obligations between Delegates and Limelight.
The Learning Agreement constitutes the entire agreement between the parties. The Delegate acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Limelight which is not set out in the Learning Agreement.
Any samples, drawings, descriptive matter or advertising issued by Limelight, and any descriptions or illustrations contained in Limelight's catalogues or brochures or on the Site, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Learning Agreement or have any contractual force.
The Conditions apply to the Learning Agreement to the exclusion of any other terms that the Delegate seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Conditions shall be deemed accepted by Delegates at least on access to the Learning Portal and as a pre-condition to the Limelight granting access to the Learning Portal and providing the Services.
The Learning Portal is a web based platform hosted by Limelight and accessed via the Site, which enables Delegates to register for and complete Modules online.
The Learning Portal is not available:
to persons under the age of 18 or who do not otherwise have legal capacity to enter into contracts of behalf of the Delegate; and
to persons who are subject to any sanctions from time to time applied by any competent authority; and
to persons who are not making use of the Services as part of their trade, profession or occupation.
Limelight reserves the right to validate Delegate information or identity at any time, including against third party databases or other legal documents and the Delegate herby authorises Limelight for this purpose to make any enquiries to confirm Delegate or applicant identity.
The Delegate is solely responsible for the accuracy and completeness of the Questionnaire profile and other information provided over the Learning Portal.
By applying for membership the Delegate warrants to Limelight and to Delegates that they have the skills, qualifications, capacity and ability to access the Modules and receive the Services and that they are doing so in connection with their trade, profession or occupation.
Limelight shall supply the Services to the Delegate in accordance with the Learning Agreement using reasonable care and skill.
Limelight shall use all reasonable endeavours to meet any performance dates in connection with the Services, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
Limelight shall have the right to make any changes to the Services which are necessary to comply with any applicable law or the requirements of Limelight’s licensors, or which do not materially affect the nature or quality of the Services, and Limelight shall notify the Delegate in any such event.
The Delegate shall:
abide by Limelight Terms of Access and Use referred to in Condition 2.1 in respect of its access to the Site and to the Learning Portal and only use the interface provided for such access and to keep all access codes and password secure;
co-operate with Limelight in all matters relating to the Services;
provide Limelight with such information and materials (including as set out in the Questionnaire) as Limelight may reasonably require in order to supply the Services, or to approve the Delegate’s membership, and ensure that such information is accurate and complete in all material respects;
obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;
If Limelight's performance of any of its obligations under the Learning Agreement is prevented or delayed by any Delegate Default:
Limelight shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Delegate remedies the Delegate Default, and to rely on the Delegate Default to relieve it from the performance of any of its obligations to the extent the Delegate Default prevents or delays Limelight's performance of any of its obligations;
Limelight shall not be liable for any costs or losses sustained or incurred by the Delegate arising directly or indirectly from Limelight's failure or delay to perform any of its obligations as set out in this clause 5.2; and
the Delegate shall reimburse Limelight on written demand for any costs or losses sustained or incurred by Limelight arising directly or indirectly from the Delegate Default.
In consideration of Limelight’s agreement to provide the Services, the Delegate shall pay the Fees online in full and in cleared funds to the bank details provided, on completion of each online registration for a Module. Time for payment shall be of the essence of the Learning Agreement.
All amounts payable by the Delegate under the Learning Agreement are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Learning Agreement by Limelight to the Delegate, the Delegate shall, on receipt of a valid VAT invoice from Limelight, pay to Limelight such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
If the Delegate fails to make any payment due to Limelight under the Learning Agreement by the due date for payment, then the Delegate shall pay interest on the overdue amount at the rate of 4% per cent per annum above National Westminster Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Delegate shall pay the interest together with the overdue amount.
All Intellectual Property Rights in or arising out of or in connection with the Services, the Modules or the Learning Portal shall be owned by Limelight or the Licensor. Written content therein is protected by copyright and any copying, dissemination, sub-licensing or commercial use of such content is strictly forbidden.
The Delegate acknowledges that, in respect of any third party Intellectual Property Rights, the Delegate's use of any such Intellectual Property Rights is conditional on Limelight obtaining a written licence from the Licensor on such terms as will entitle Limelight to license such rights to the Delegate.
Limelight alone (and the Licensors, where applicable) shall own all right, title and interest, including all related proprietary rights, in and to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by a Delegate or any other party relating to the Learning Portal. The Learning Agreement is not a sale and does not convey to you any rights of ownership in or related to the Modules or the Learning Portal or any Proprietary Rights owned by Limelight. Limelight’s name, logo, and the product names associated with Limelight are trademarks of Limelight or third parties, and no right or license is granted to use them.
The Delegate is licensed on a non-exclusive and non-transferable basis to use the Modules and access the Learning Portal solely for the purpose of receiving the Services and only for so long as is required for this purpose and provided all Fees are paid when due and subject to compliance at all times with the Learning Agreement.
The Delegate shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Delegate by Limelight, its employees, agents or subcontractors, and any other confidential information concerning Limelight's business, its products and services which the Delegate. The Delegate shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Delegate's obligations under the Learning Agreement, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Learning Agreement. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction or which comes into the public domain otherwise than as a breach of confidence. This clause 8 shall survive termination of the Learning Agreement.
Limelight shall process all personal data provided in the Questionnaire or otherwise received form the Delegate in strictest confidence and in compliance with relevant data protection laws and regulation. The Delegate hereby authorises Limelight to disclose such personal data to the Licensor as required in order to provide feedback to the Delegate and in order to provide the Services.
Nothing in these Conditions shall limit or exclude Limelight's liability for:
death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
fraud or fraudulent misrepresentation;
or for any other liability which cannot be excluded or limited by law.
Limelight shall not under any circumstances whatever be liable to the Delegate, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Learning Agreement or generally under the Learning Agreement for:
loss of profits, sales, business, or revenue;
loss of anticipated savings;
loss or corruption of data or information;
loss of business opportunity, goodwill or reputation; or
any indirect or consequential loss or damage.
Delegates expressly acknowledge and agree that:
The Learning Portal is subject to change at any time as well as to limitations, delays or other communications problems inherent in such services; and
although industry standard anti-virus tools will be used with the Learning Portal, Limelight cannot guarantee that the Learning Portal will be free of any viruses, Trojan horse or other harmful code and Delegates should ensure their systems, software and information is fully protected against such threats; and
Limelight makes no representations as to the reliability, capability, or qualifications of any Delegate or the quality, security or legality of any services provided by Delegate; and
it shall be the Delegate’s responsibility to ensure that any subsequent use of the techniques, advice, tools or other content or data provided within the Modules is in compliance with applicable local laws, regulations or codes of practice; and
the Modules are provided under licence from the Licensors and subject to any licence conditions or restrictions from time to time imposed by the Licensor;
and Limelight accepts no duty of care or responsibility and the Delegate shall hold harmless, release and defend Limelight and any associated company, its shareholders, directors, officers agents and representatives in respect of any liability arising out of the matters referred to in Conditions 9.3.1 to 9.3.5 above.
Subject to Condition 9.1, in the event any liability is imputed to Limelight (notwithstanding the limitations and exclusions set out in the Learning Agreement), arising under or in connection with the Learning Agreement, such liability, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed in aggregate the greater of £500 or 100% of the Fees paid or payable.
The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
The Delegate agrees to indemnify Limelight, any associated company, its shareholders, directors, officers agents and representatives in respect of any costs, fees, expenses, damages or any other liability arising out of third party claims in connection with the Delegates activity within the Learning Portal or contracts formed under it, and arising out of the matters referred to in Conditions 9.3.1 to 9.3.5 above.
This Condition 9 shall survive termination of the Learning Agreement.
Without limiting its other rights or remedies, either party may terminate the Learning Agreement by giving the other party three months' written notice.
Without limiting its other rights or remedies, either party may terminate the Learning Agreement with immediate effect by giving written notice to the other party if:
the other party commits a material breach of any term of the Learning Agreement and (if such a breach is remediable) fails to remedy that breach within 20 Business Days of that party being notified in writing to do so;
the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors [other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party];
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
the other party (being an individual) is the subject of a bankruptcy petition or order;
a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within  days;
an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.2.2 to clause 10.2.9 (inclusive);
the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
the other party's financial position deteriorates to such an extent that in Limelight's opinion the Delegate's capability to adequately fulfil its obligations under the Learning Agreement has been placed in jeopardy; or
the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
Without limiting its other rights or remedies, Limelight may terminate the Learning Agreement with immediate effect by giving written notice to the Delegate if the Delegate fails to pay any Fees on the due date for payment and fails to pay all outstanding amounts within 10 Business Days after being notified in writing to do so.
Without limiting its other rights or remedies, Limelight may suspend (without the obligation to do so) provision of the Services under the Learning Agreement or any other contract between the Delegate and Limelight if the Delegate becomes subject to any of the events listed in clause 10.2.2 to clause 10.2.13, or Limelight reasonably believes that the Delegate is about to become subject to any of them, or if the Delegate fails to pay Fees on the due date for payment or is in breach of the terms of any licence terms from the Licensors.
On termination of the Learning Agreement for any reason:
the Delegate shall immediately pay to Limelight all outstanding Fees due;
the Delegate’s access to the Learning Portal shall be terminated;
the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Learning Agreement which existed at or before the date of termination or expiry; and
clauses which expressly or by implication survive termination shall continue in full force and effect.
Limelight shall not be liable to the Delegate as a result of any delay or failure to perform its obligations under this Learning Agreement as a result of a Force Majeure Event.
If the Force Majeure Event prevents Limelight from providing any of the Services for more than 13 weeks, Limelight shall, without limiting its other rights or remedies, have the right to terminate this Learning Agreement immediately by giving written notice to the Delegate.
Limelight may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Learning Agreement and may subcontract or delegate in any manner any or all of its obligations under the Learning Agreement to any third party or agent.
The Delegate shall not, without the prior written consent of Limelight, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Learning Agreement.
Any notice or other communication given to a party under or in connection with the Learning Agreement shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
If any provision or part-provision of the Learning Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Learning Agreement.
If one party gives notice to the other of the possibility that any provision or part-provision of this Learning Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
A waiver of any right under the Learning Agreement or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Learning Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Nothing in the Learning Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
A person who is not a party to the Learning Agreement shall not have any rights to enforce its terms.
Limelight shall be entitled to vary the Conditions or any other aspect of the Learning Agreement by posting a revised version on the Site or on the Learning Portal, at which point the Conditions and the Learning Agreement shall be deemed amended and accepted by the Delegate’s continued use of the Learning Portal.
This Learning Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Learning Agreement or its subject matter or formation (including non-contractual disputes or claims).