Agreed Terms
YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 17 (LIMITATION OF LIABILITY).
1. ABOUT US
1.1 Company details. CaseWare UK Limited (company number 03347764) (we and us) is a company registered in England and Wales and our registered office is at 1 Princeton Mews, 167-169 London Road, Kingston Upon Thames, Surrey, KT2 6PT. Our main trading address is County Gate 2, Staceys Street, Maidstone, Kent, ME14 1ST. Our VAT number is 806612642. We operate the website www.caseware.co.uk and uk.learn.caseware.com.
1.2 Contacting us. To contact us telephone our customer service team at 01622 355 200 or e-mail training@caseware.co.uk. How to give us formal notice of any matter under the Contract is set out in clause 21.2.
1.3 Professional indemnity insurance. We maintain professional liability insurance.
2. YOUR PRIVACY AND PERSONAL INFORMATION
2.1 Our privacy policy is available at [ ] (Privacy Policy).
2.2 Your privacy and personal information are important to us. Any personal information that you provide to us will be dealt with in line with our Privacy Policy, which explains what personal information we collect from you, how and why we collect, store, use and share such information, your rights in relation to your personal information and how to contact us and supervisory authorities if you have a query or complaint about the use of your personal information.
3. OUR CONTRACT WITH YOU
3.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services (as defined at clause 4.1) by us to you (Contract). Any Services provided by us shall be for the sole use of the individual named on the Order Confirmation (as defined at clause 4.4). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
3.3 Language. These Terms and the Contract are made only in the English language.
3.4 Your copy. You should print a copy of these Terms or save them to your computer for future reference.
4. PLACING AN ORDER AND ITS ACCEPTANCE
4.1 Placing your order. Please follow the onscreen prompts to place an order. You may only submit an order using the method set out on the site. Each order is an offer by you to buy the services specified in the order (Services) subject to these Terms.
4.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
4.3 Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 4.4.
4.4 Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation. Within the Order Confirmation we will provide you with access information (Access Information) confirming how to access the Services and the details of the products that you have access to, which may include, but are not limited to, e-learning video courses, electronic case study manuals, sample electronic training data and live public courses (Products).
4.5 If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.
5. CANCELLING YOUR ORDER AND OBTAINING A REFUND
5.1 Subject to clause 6, you may cancel the Contract and receive a refund, if you notify us as set out in clause 5.2 within 5 days, provided that you have not accessed any of our Products via the Access Information provided. If you have accessed any of our Products via the Access Information provided, you shall not be entitled to any refund.
5.2 To cancel the Contract, you must complete the cancellation form on our website. We will email you to confirm we have received your cancellation. You can also email us at training@caseware.co.uk or contact our Customer Services team by telephone on 01622 355 200 or by post to County Gate 2, Staceys Street, Maidstone, Kent, ME14 1ST. If you are emailing us or writing to us please include details of your order to help us to identify it. If you send us your cancellation notice by email or by post, then your cancellation is effective from the date you send us the email or post the letter to us. For example, you will have given us notice in time as long as you get your letter into the last post on the last day of the cancellation period or email us before midnight on that day.
5.3 Subject to clause 6, if you cancel the Contract, we will refund you in full for the price you paid for the Services, by the method you used for payment. We may deduct from any refund an amount for £25 plus VAT.
6. LIVE PUBLIC COURSES
6.1 You may cancel a Contract for live public courses following the method set out in clause 5.2 by giving us not less than 30 days’ prior written notice of the schedule day which the live public course is due to take place and received a full refund.
6.2 If you cancel a Contract for live public courses following the method set out in clause 5.2 with less than 30 days’ prior written notice of the scheduled day which the live public course is due to take place, we shall charge you at the full rate specified in the Contract for each live public course you have cancelled which is scheduled to take place within 30 days of the written notice.
6.3 In the event of us cancelling a live public course, for any reason apart from an Event Outside Our Control (as defined in clause 20), we will issue a credit voucher for the price of the live public course which may be used towards payment of any other live public course in the 18 month period following the cancellation. The credit voucher will form the full settlement of any refund due to you; there shall be no cash or other type of refund given.
7. PERIOD OF VALIDITY
7.1 The Access Information is valid for 90 days of the Commencement Date and on expiry of which, shall no longer be valid. Should you require the Services or Products after any expiry referred to in this clause 7.1, you must place an additional order in accordance with clause 4.1.
7.2 Any Services, Products or Access Information provided to you are non-transferrable and may only be received or used as the case may be by the individual named on the Order Confirmation and shall not be used by any other individual in any way (an Unauthorised Individual). If Services, Products or Access Information are required for an additional user and one that is not named on the Order Confirmation, you must place an additional order in accordance with clause 4.1 for the additional user to receive or use any Services, Products or Access Information.
8. You shall indemnify and keep indemnified and hold us harmless from and against all damages, losses, liabilities, costs, expenses (including all consequential, direct or indirect losses, legal and other professional fees, cost and expenses, interest and loss of profit or any other form of economic loss (including loss of reputation)) arising out of or in connection with the provision of Services or use of Products or Access Information by an Unauthorised Individual.
8.1 Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
8.2 Compliance with specification. Subject to our right to amend the specification (see clause 8.3) we will supply the Services to you in accordance with the specification for the Services appearing on our website at the date of your order in all material respects.
8.3 Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in advance of any such event.
8.4 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
9. YOUR OBLIGATIONS
9.1 It is your responsibility to ensure that:
9.1.1 the terms of your order are complete and accurate;
9.1.2 you co-operate with us in all matters relating to the Services;
9.1.3 you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
9.1.4 you have reviewed and understand our minimum system requirements, details of which can be found at https://support.learnupon.com/hc/en-us/articles/360003608797-LearnUpon-system-requirements , and you maintain all necessary computer hardware and software required for us to provide the Services and for you to access, view or otherwise run any of our Products; and
9.1.5 you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start.
9.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 9.1 (Your Default):
9.2.1 we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the contract under clause 19;
9.2.2 we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
9.2.3 it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
10. CHARGES
10.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 10.
10.2 The Charges are the prices quoted on our site at the time you submit your order.
10.3 If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.
10.4 We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 10.7 for what happens if we discover an error in the price of the Services you ordered.
10.5 Our Charges may change from time to time, but changes will not affect any order you have already placed.
10.6 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
10.7 It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. If the correct price for the Services is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
11. HOW TO PAY
11.1 Payment for the Services is in advance. We will take your payment upon acceptance of your order.
11.2 You can pay for the Services using a debit card or credit card. We accept the following cards:
Visa debit and credit;
Mastercard credit;
Visa Electron;
Maestro; and
JCB.
11.3 On receipt of payment by us pursuant to clause 11.2, an electronic invoice will be sent to you. For any failed or cancelled payments, a £20 administration fee will be levied.
12. ACCURACY OF INFORMATION AND AVAILABILITY
12.1 While we try to make sure that our Services and Products, together with any downloads supplied by us are accurate, up-to-date, and free from bugs and viruses, we cannot promise that they will be. You are responsible for configuring your information technology, computer programmes and platform in order for us to supply the Services. Furthermore, we cannot promise that our Services or Products will be fit or suitable for any purpose.
12.2 We may suspend or terminate operation of our Services and/or Products at any time as we see fit for, amongst other things, server maintenance works to be carried, or being carried, out (whether planned or unplanned).
12.3 Whilst we try to make sure that our Services and Products are available, we do not promise that these will always be available or that you will have uninterrupted access or use of such.
13. HYPERLINKS AND THIRD PARTY SITES
Our Services and Products may contain hyperlinks or references to third party websites. Any such hyperlinks or references are provided for your convenience only. We have no control over third party websites and accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third party website does not mean that we endorse that third party's website, products or services. Your use of a third party site may be governed by the terms and conditions of that third party site.
14. COMPLAINTS
If a problem arises or you are dissatisfied with the Services, please contact our Education & Media Manager by email at training@caseware.co.uk.
15. INTELLECTUAL PROPERTY RIGHTS AND CONTENT
15.1 All intellectual property rights in or arising out of or in connection with the Services will be owned by us.
15.2 All text, images, video, audio or other multimedia content, software or other information or material on any Products will be owned by us.
16. HOW WE MAY USE YOUR PERSONAL INFORMATION
16.1 We will use any personal information you provide to us to:
16.1.1 provide the Services;
16.1.2 process your payment for the Services; and
16.1.3 inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
16.2 We will take appropriate security measures against unlawful or unauthorised processing of personal data, and against the accidental loss of, or damage to, personal data.
16.3 We will put in place procedures and technologies to maintain the security of all personal data from the point of collection to the point of destruction. Personal data will only be transferred to a data processor if he agrees to comply with these procedures and policies, or if he puts in place adequate measures himself.
16.4 We will maintain data security by protecting the confidentiality, integrity and availability of the personal data, defined as follows:
16.4.1 confidentiality means the only people who are authorised to use the data can access it;
16.4.2 integrity means the personal data should be accurate and suitable for the purpose for which it is processed; and
16.4.3 availability means the authorised users should be able to access the data if they need it for authorised purposes. Personal data should therefore be stored on the central computer system instead of individual PCs.
17. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
17.1 Nothing in the Contract limits or excludes our liability for:
17.1.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; or
17.1.2 fraud or fraudulent misrepresentation.
17.2 Subject to clause 17.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
17.2.1 loss of profits;
17.2.2 loss of sales or business;
17.2.3 loss of agreements or contracts;
17.2.4 loss of use or corruption of software, data or information;
17.2.5 loss of or damage to goodwill; and
17.2.6 any indirect or consequential loss.
17.3 Subject to clause 17.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Charges paid under the Contract.
17.4 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, by common law or otherwise are, to the fullest extent permitted by law, excluded from the Contract.
17.5 This clause 17 will survive termination of the Contract.
18. CONFIDENTIALITY
18.1 We each undertake that we will not disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 18.2.
18.2 We each may disclose the other’s confidential information:
18.2.1 to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 18; and
18.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
18.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
19. TERMINATION
19.1 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
19.1.1 you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5 days of you being notified in writing to do so;
19.1.2 you fail to pay any amount due under the Contract on the due date for payment;
19.1.3 you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
19.1.4 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
19.1.5 your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
19.2 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
19.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
20. EVENTS OUTSIDE OUR CONTROL
20.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
20.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
20.2.1 we will contact you as soon as reasonably possible to notify you; and
20.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
20.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us.
21. COMMUNICATIONS BETWEEN US
21.1 When we refer to “in writing” in these Terms, this includes email.
21.2 Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
21.3 A notice or other communication is deemed to have been received:
21.3.1 if delivered personally, at the time the notice is left at the proper address;
21.3.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
21.3.3 if sent by email, at 9.00 am the next working day after transmission.
21.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
21.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
22. GENERAL
22.1 ASSIGNMENT AND TRANSFER.
22.1.1 We may assign or transfer our rights and obligations under the Contract to another entity.
22.1.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
22.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
22.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
22.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
22.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
22.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.