Introduction

THIS DOCUMENT SETS OUT THE TERMS AND CONDITIONS (“TERMS”) ON WHICH ZEAL SOLUTIONS (COMPANY REGISTRATION NO. 05895359) AND HAVING ITS REGISTERED ADDRESS AT WINTON HOUSE, WINTON SQUARE, BASINGSTOKE, RG21 8EN (“ZEAL SOLUTIONS”, “OUR”, “WE” OR “US”) PROVIDE YOU (“YOU”, “YOUR”) WITH THE SERVICES. PLEASE READ THESE TERMS VERY CAREFULLY BEFORE USING THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT BY CLICKING ON “I ACCEPT”, YOU AGREE TO BE BOUND BY THESE TERMS.  YOU AGREE THAT IT IS ENFORCEABLE AS IF IT WERE A WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU.
 
YOU ARE ADVISED TO PRINT AND RETAIN A COPY OF THESE TERMS FOR YOUR FUTURE REFERENCE.
 
THESE TERMS MAY BE SUBJECT TO CHANGE, AND ACCORDINGLY YOU ARE ADVISED TO REFER BACK TO THESE TERMS FROM TIME TO TIME AND BEFORE REGISTERING WITH THE WEBSITE.
 

Definitions

1.1
 
“Charges” means the charges payable by you for Chargeable Materials, as specified on the Website from time to time;
 
“Chargeable Materials” means those Materials subject to payment of Charges;
 
“Hardware” means the hardware device (if any) provided by us to you;
 
‘Materials’ means all workbooks, exercises, scenarios, slides, documents, data and other materials available through the Service;
 
“Organisation” means a company or other organisation that has entered into a written agreement with us to participate in the “Train the Trainer Programme” to receive the benefit of the Service and which, at the date you accepted these Terms, you are an employee of;
 
‘Service’ means the provision by us to you of a service permitting you to access, view and download the Materials via the Website, in accordance with these Terms;
 
“Trainer” means you, as an employee of the Organisation, who has received the benefit of our “Train the Trainer Programme” and will deliver Training;
 
“Training” means the scenario based learning system designed by Zeal Solutions for organisations to assist in the development of personnel;
 
“User” means you, as an employee of the Organisation, who has received training from your Organisation’s Trainer; and
 
‘Website" means www.zeal-sbt.co.uk.
 
1.2       The Service and the Website is owned and managed, operated and maintained by Zeal Solutions Ltd, a company registered in England and Wales with company registration number 05895359, and having its registered address at Winton House, Winton Square, Basingstoke, RG21 8EN.
 

Registration Process

2.1  By using the Service you warrant that:
 
2.1.1       you are legally capable of entering into binding contracts;
 
2.1.2       you are 18 years old or above;
 
2.1.3       you are an employee of the applicable Organisation; and
 
2.1.4       as a Trainer, you have received express written authorisation from Zeal Solutions to provide Training to your Organisation.
 
2.2           In order to access the Service, you shall be required to register with us using the online registration process. By completing the online registration process, you consent to us conducting verification and security procedures in respect of the information provided during the registration process, including verification relating to your status as an employee of the Organisation.
 
2.3           You hereby warrant that the information provided by you to us is true, accurate and correct. You further warrant that you shall promptly notify us in the event of any changes to such information provided.
 
2.4           Upon the completion of the online registration process by you on the Website, you shall be sent an email (“Confirmation Email”) confirming your registration with us.
 
2.5           We reserve the right to promptly suspend access to the Service in the event we have any reason to believe that you have breached any of the provisions set out herein.
 
2.6           You shall keep your registration details for the Website (“Login Details”) confidential and secure. Without prejudice to any other rights and remedies available to us, we reserve the right to promptly disable your Login Details and suspend your access to the Service in the event that we have any reason to believe you have breached any of the provisions set out herein.
 

Formation of Your Contract with Zeal Solutions

3.1           Your contract (“Contract”) with Zeal Solutions shall commence on the date of the Confirmation Email.
 
3.2           Notwithstanding the foregoing, we reserve the right at our sole and absolute discretion and for whatever reason to accept or reject your application for registration.
 

Provision of the Service

4.1           We shall be entitled at our own discretion to suspend the provision of the Service to you (wholly or partly) for any reason whatsoever, including but not limited to repairs, planned maintenance or upgrades, and shall not be liable to you for any such suspension or unavailability of the Service (wholly or party).
 
4.2           We rely on third party providers (such as network providers, data centres and telecommunication providers) to make the Service available to you. Whilst we take all reasonable steps available to provide you with a good level of service, you acknowledge and agree that we do not warrant that the Website shall be uninterrupted or fault-free at all times. We therefore shall not be liable in any way for any losses you may suffer as a result of delays or failures of the Service and/or the Website as a result of our service providers.
 
4.3           If you are a Trainer and subject to clause 4.5 below, we hereby grant you a non-exclusive, non-transferable, non sub-licensable licence during the term of your Contract to:
 
4.3.1       display the Materials electronically on a single computer or device;
 
4.3.2       download and store one copy of the Materials in machine readable form; and
 
4.3.3       print one copy of the Materials,
 
            for the sole purpose of delivering Training to employees within your Organisation.
 
4.4           If You are a User and subject to clause 4.5 below, we hereby grant you a non-exclusive, non-transferable, non sub-licensable, licence during the term of your Contract to:
 
4.4.1       display the Materials electronically on a single computer or device;
 
4.4.2       download and store one copy of the Materials in machine readable form; and
 
4.4.3       print one copy of the Materials,
 
in each case to be used solely for internal business training purposes within your Organisation (but excluding delivery of any training).
 
4.5           Subject to payment of the applicable Charges, we hereby grant you (as a User or a Trainer) a non-exclusive, perpetual (but terminable in the event of any breach of clause 4.6), irrevocable and non-transferable licence to use the Chargeable Materials:
 
4.5.1       as a Trainer, for the purpose of delivering the Training to employees within your Organisation and your own personal, non-commercial use;
 
4.5.2       as a User, for internal business training purposes within your Organisation (but excluding the delivery of any training) and your own personal, non commercial use,
 
in each case, in accordance with the rights and restrictions set out in clauses 4.3 or 4.4 (as applicable) and clause 4.6.
 
4.6           In relation to any Materials, you (as a Trainer or a User) may not:
 
4.6.1       download, store, reproduce, transmit, display (including without limitation display on any intranet or extranet site), copy, sell, publish, distribute, provide access to or otherwise use any Materials other than in accordance with these Terms;
 
4.6.2       sub-license, rent, lease, transfer or assign any rights in the Materials, including without limitation copyright, trademark and other intellectual property rights, to any other person, or attempt to do any of the foregoing;
 
4.6.3       alter or remove any copyright notices or other notices indicating the proprietary ownership by us or any third party of any intellectual property in the Materials;
 
4.6.4       use the Materials in any manner except as expressly permitted, or transfer or export the Materials or any copies into any country, other than in compliance with applicable laws;
 
4.6.5       reproduce, modify, or in any way commercially exploit any of the Materials;
 
4.6.6       make the Materials available on a network;
 
4.6.7       use the Materials for any unlawful purpose.
 
4.7           If you are a User, you acknowledge that certain Materials may only be available to Trainers.
 
4.8           We reserve the right to make changes to the Service and the Website or part thereof from time to time including without limitation the removal of, addition to, modification and/or variation to, any Materials.
 
4.9           We may, in our sole discretion correct any errors in Materials if you notify us of the same however, we shall be under no obligation to do so and we shall have no liability for any failure or delay in the provision of the Materials or any loss or damage caused by our provision of the Materials.
 

Hardware

5.1           The Hardware shall at all times remain the property of Zeal Solutions, and you shall have no right, title or interest in or to the Hardware.
 
5.2           At all times following delivery and prior to return of the Hardware, you shall keep the Hardware under your control and shall procure that it is used only by you. You agree to take all reasonable precautions to protect the Hardware.
 
5.3           You shall not:
 
5.3.1       modify or misuse the Hardware in any way whatsoever; or
 
5.3.2       affix to, install or insert onto the Hardware any accessory, equipment or device incompatible with the Hardware’s proper use; or
 
5.3.3       sell, loan, assign, pledge, encumber, part with or suffer any lien to be created over the Hardware; or
 
5.3.4       attempt to do any of the things set out in this clause 5.3.
 
5.4           The risk of loss, theft, damage or destruction of the Hardware shall pass to you on the transfer of physical possession of the Hardware to you. The Hardware shall remain at your sole risk during the term of your Contract and until such time as the Hardware is redelivered to Zeal Solutions.
 
5.5           You shall give immediate notice to us in the event of any loss, accident or damage to the Hardware or arising out of or in connection with your possession or use of the Hardware.
 
5.6           On expiry or termination of your Contract for any reason, you shall return the Hardware to Zeal Solutions at your own expense:
 
5.6.1       undamaged; and          
 
5.6.2       immediately following the termination of your Contract,
 
and in the event you have not returned the Hardware to Zeal Solutions within seven (7) days of termination of your Contract ,we or our representative may enter any premises upon which we reasonably believe the Hardware to be kept for the purpose of recovering the Hardware.  In the event that such premises are not under your control, you shall obtain permission for us or our representative to enter such premises.
 

Fees and Payment

6.1           In order to access Chargeable Materials, you shall pay the applicable Charges.
 
6.2           You shall pay the Charges using the method of payment indicated on the Website from time to time.
 
6.3           Where you have selected payment subject to invoice, you shall pay the Charges within 30 days of the date of the invoice.
 

Intellectual Property Rights

We own or have a licence to use all right, title and interest in and to the Materials, including without limitation all copyright and any other intellectual property rights therein.  These Terms shall not be construed to convey title to or ownership of the Materials to you.  All rights in and to the Materials not expressly granted hereunder are reserved by us.
 

Term and Termination

8.1           You may terminate your Contract at any time on the provision of not less than seven (7) days notice to us.
 
8.2           We may terminate your Contract at any time and for any reason by providing seven (7) days notice to you in writing or by e-mail.
 
8.3           We may suspend your access to the Service and/or Website and terminate your Contract at any time without notice to you if:
 
8.3.1       the third party services and network providers cease to make the third party service or network available to us;
 
8.3.2       we believe that you or someone using your Login Details has failed to comply with one or more of these Terms;
 
8.3.3       we believe you are in breach of any part of clause 4.6;
 
8.3.4       we believe that there has been fraudulent use, misuse or abuse of features or functionalities of the Service and/or Website (in whole or in part); or
 
8.3.5       we believe that you have provided us with any false, inaccurate or misleading information;
 
8.3.6       Zeal Solution’s agreement with your Organisation is terminated for any reason; or
 
8.3.7       you cease to be an employee of the Organisation.
 
8.4           For the avoidance of doubt and unless expressly provided for herein, on termination of the Contract for any reason, you shall not be entitled to a refund of any Charges already paid to us.
 
8.5           On termination of these Terms for whatever reason (i) the rights and/or obligations which have accrued prior to termination shall not be affected; (ii) all Materials (excluding Chargeable Materials unless terminated by us for breach of clause 4.6) in your possession shall be deleted and/or destroyed; (iii) all confidential information and documentation shall be returned to us; and (iv) we shall have no further duty to provide the Service to you.
 

Warranties and Liability

9.1           If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of the Terms and such amount that we may pay to you for such loss or damage you suffer under or arising out of your Contract shall be limited in the aggregate to one hundred pounds (£100.00).
 
9.2           Clause 9.1 does not exclude or limit in any way our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation or for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
 
9.3           We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into this Contract.
 
9.4           We accept no liability for any loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, waste of management or office time or for any indirect or consequential loss or damage of any kind however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
 
9.5           You are solely responsible for providing the means to receive the Materials, including but not limited to the provision of appropriate computer systems, internet use and correct and up to date e-mail addresses (where applicable). We use reasonable endeavours to procure that the Materials are kept free from computer viruses or other potentially harmful content, however, it is your responsibility to take appropriate measures to protect your own computer systems. We shall not be liable for any failure or delay in our provision of the Materials or any loss or damage that results from your failure to comply with this clause 9.5.
 
9.6           The information provided in the Materials is intended as information only and does not constitute advice.  Therefore, it must not be relied on to assist in making or refraining from making a decision, or to assist in deciding on a course of action.
 
9.7           The Materials is provided “as is”, without warranty of any kind.  In particular we do not warrant that the Materials will be accurate or error free.  To the maximum extent permitted by law, we expressly exclude all representations, warranties, obligations and liabilities in connection with the Materials and the information provided therein.

Data Protection

We are the data controller of any personal data provided to us by you. We comply with the Data Protection Act 1998 and all other successor legislation and regulations in the performance of its obligations under these Terms. Please click [here] to view our Privacy Policy. The terms of the Privacy Policy form part of these Terms and you agree to be bound by them.
 

Miscellaneous

11.1        You may not transfer, assign, charge or otherwise dispose of any of your rights or obligations arising under these Terms without our prior written consent.
 
11.2        We shall not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a contract that is caused by events outside our reasonable control, including but not limited to strikes, lock-outs or other industrial action, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, impossibility of the use of public or private telecommunications networks, the acts, decrees, legislation, regulations or restrictions of any government or the failure of our suppliers to comply with the terms of supply agreements entered into with us.
 
11.3        This Agreement constitutes the entire Agreement between the parties.  Other than as expressly stated otherwise in these Terms neither party shall be under any liability for any representations made prior to or during the operation of these Terms.
 
11.4        If any of these Terms or any provisions of a contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
 
11.5        We may update or modify these Terms from time to time and shall notify you of any such updates and revisions through a message displayed on the Website. Your continued use of the Service shall be deemed your acceptance of such change(s) in respect of the updated or modified Terms.
 
11.6        Failure by either party at any time to require the performance of any provision of these Terms shall not affect the right of such party to require full performance thereof at any time thereafter and the waiver by either party of any breach of any such provision of these Terms shall not be construed as, nor held to be, a waiver of any subsequent breach thereof, nor as nullifying the effectiveness of any such provision or in any way prejudicing such partys rights under these Terms
 
11.7        All notices, documents and other communications relating to these Terms must be in writing and delivered, or posted by first class pre-paid post or sent by facsimile or email transmission to our registered office or your address as provided by you in your application, as appropriate, and any such notice shall be deemed to have been duly served upon and received by the party to whom it is addressed at the time of delivery if delivered by hand, on the expiry of 48 hours after posting or at the time of transmission in the case of facsimile or email transmission.
 
11.8        The clause headings in these Terms are inserted for ease of reference only and shall not affect the construction or interpretation of these Terms.
 
11.9        Nothing in these Terms shall give, directly or indirectly, any third party any enforceable benefit or any right of action against us and such third parties shall not be entitled to enforce any term of these Terms against us.
 
11.10      These Terms and the provision of the Service shall be governed and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English Courts.
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