Psittacus Systems Ltd – Standard Terms and Conditions and End User Licence Agreement
1.1. Courses: Psittacus Systems Ltd (“Psittacus Systems”) is a provider of training courses and related materials and products (“Courses”). Courses can be delivered in-house at your premises, at public venues, or via the world-wide web (‘the Web’). Courses may be tailored (‘Tailored Courses’) or standard (‘Standard Courses’).
1.2. Course Details: Details of the Courses available from Psittacus Systems are set out on the Website www.pble.co.uk, as defined below.
1.3. Terms apply to all Courses: The following terms and conditions (‘these Terms’) shall be incorporated into all agreements for the provision of Courses by Psittacus Systems and its Licenced Resellers, including agreements which constitute ‘distance contracts’ (a ‘Distance Contract’) under the Consumer Protection (Distance Selling) Regulations 2000.
2.1. Definitions: In these Terms, the following expressions shall have the meanings set against them unless the context is inconsistent therewith:
(a) “Course Materials” means any documentation, articles, web pages, online modules or consulting project materials provided as part of a Course;
(b) “Live Courses” means Courses delivered face-to-face by Psittacus Systems consultants or employees;
(c) “On-Line Courses” means Courses delivered via the Web;
(d) “Remote Courses” means Courses involving the remote delivery of hard copy materials or materials on hard media such as CD ROM
(e) ‘You’ means any person who uses the Website or whose order for Courses is accepted by Psittacus Systems.
(f) “Website” refers either to the website at www.pble.co.uk or .psittacus-ble.co.uk, a service provided by Psittacus Systems, or any other website controlled by Psittacus Systems.
2.2. Delivery: “Delivery” means the time when Live Courses have commenced, or when Remote Course Materials have been delivered, or when access to Online Course modules has been granted.
2.3. The Regulations: Any reference to a Regulation in these Terms is a reference to one of the Consumer Protection (Distance Selling) Regulations 2000.
YOUR ACCEPTANCE OF THESE TERMS
3.1. Acceptance: By registering to use the Website or by otherwise agreeing to be supplied with the Courses, you agree to be legally bound by these Terms, and that your use of the Website and the Courses will be on these Terms alone.
3.2. Amendment: Psittacus Systems reserves the right to change these Terms from time to time. You are responsible for regularly reviewing these Terms and any amended terms posted on the Website or otherwise notified to you. Your continued use of the Website and/or the Courses constitutes your agreement to these Terms as amended. Psittacus Systems will be bound by any amendment to these Terms only to the extent that such amendments have been approved in writing by a Director or the Company Secretary of Psittacus Systems.
4.1. Price List & Changes: Except as otherwise expressly agreed by Psittacus Systems in writing, the price of each Course shall be the price listed in Psittacus Systems’s published price list current at the date of purchase (subject to any volume discounts set out in the price list). Save as otherwise expressly stated by Psittacus Systems, the listed price excludes VAT where applicable. The price of each Course is subject to change at any time at Psittacus Systems’s sole discretion prior to the date of purchase. You must check the Website or other published price list for the current prices before ordering any Courses.
4.2. Quotations: Quotations for Tailored Courses are given on the basis of reasonable assumptions about costs. Notwithstanding any quotation, Psittacus Systems may increase the invoiced price of Tailored Courses in proportion to the difference between assumed costs and the actual costs (whether direct or indirect) incurred by Psittacus Systems in the development, production or supply of the Tailored Courses up to the date on which they are presented or delivered. All quotations for the supply of Tailored Courses shall be valid for thirty (30) days from the date of the quotation by Psittacus Systems. Psittacus Systems reserves the right to alter prices after this date without giving prior notification.
4.3. Expenses: The following expenses (if incurred) shall be charged to you as separate items, unless otherwise indicated in our quotation or agreement:
(a) production of Course Materials;
(b) cost of carriage of goods to support Tailored Courses and all Tailored Course Materials;
(c) any additional costs such as the hiring of equipment, the venue, or the cost of any extra consultancy and/or training time;
(d) any other additional costs (e.g. consultant travel costs, accommodation etc.);
(e) any additional material written for you in connection with your use of the Website;
(f) any additional programming or tailoring of any website, branding, the creation of chat room facilities, forums, or other special features;
(g) costs of administering website users;
(h) annual website and other maintenance and update charges.
4.4. Taxes: All prices shall be subject to the addition of Value Added Tax (where applicable) or any other tax payable.
5.1. Time of Payment: Payment for all Courses shall be made upon invoice unless otherwise agreed. All requests for Credit must be put in writing to the contact details in point 18. All invoices will be emailed to the registered email ONLY (unless otherwise requested).
5.2. Credit Control: Failure to make payment in accordance with these terms may incur extra charges and an administration fee of £25 will be added to each overdue invoice. Notification of all fees will be communicated via email beforehand. Any non-payment issues will be passed on to our Solicitors, The Thomas Higgins Partnership, following the Late Payment of Commercial Debts (Interest) Act 1998, Psittacus Systems will claim interest and compensation on any overdue or late paid invoices as well as the outstanding debt.
5.3. Method of Payment: Payment for all Courses shall be made in pounds sterling (or such other currency as agreed between You and Psittacus Systems) preferably by credit or debit card or such other method as may be specified by Psittacus Systems (payment options and methods outlined on all invoices).
5.4. Security: For payment with Credit Card, Psittacus Systems uses all reasonable efforts to safeguard the confidentiality of your credit or debit card details such as encryption technology and firewalls. However, “perfect” security does not exist on the Internet. Your credit card number and contact information will be provided to Stripe Payment Services or the relevant credit card company from time to time (“the Credit Card Company”). The Credit Card Company has its own privacy and data collection practices and Psittacus Systems has no responsibility or liability for these independent practices. This does not apply for Corporate Purchases being invoiced.
ACCEPTANCE & CANCELLATION OF ORDERS FOR RETAIL/INTERNET PURCHASES ONLY
6.1. Offer and Acceptance: Neither the Website nor the Psittacus Systems price lists constitute legally binding offers: Psittacus Systems is under no obligation to accept your order for an On-Line Course or any other Course. Acceptance of your order shall take place only when Psittacus Systems dispatches its acceptance of your order to you.
6.2. Cancellation Right: You have the right in accordance with Regulation 10 to cancel any Distance Contract made between us, which includes contracts made exclusively by means of the Internet, e-mail, fax, telephone or other means of distance communication. In accordance with the Regulations, notice of cancellation must be received by us during the Cancellation Period, which is the period ending on the expiry of SEVEN WORKING DAYS beginning with the day after the day on which the contract was concluded. In the event that a contract is cancelled pursuant to the Regulations, you will be responsible for returning any Course Materials to us in accordance with our Returns Procedure set out in Clause 8 of these Terms.
6.3. Limit on Cancellation Right: Except as otherwise agreed between you and Psittacus Systems, and in accordance with Regulation 13, you will not be able to cancel the contract in accordance with Regulation 10 once Delivery of the services has begun.
7.1. Notice of Cancellation: Notice of cancellation of any Course must be given in accordance with Clause 18.
7.2. Cancellation Fee for In-house: Unless you cancel a Course within the Cancellation Period, cancellation will incur a cancellation fee based on the following:
(a) If you cancel up to 8 weeks prior to Delivery of the Course, there will be a cancellation fee of 30% of the total price payable by you
(b) If you cancel not more than 6 weeks but not less than 4 weeks prior to Delivery of the Course, there will be a cancellation fee of 60% of the total price payable by you
(c) If you cancel up to 4 weeks prior to Delivery of the Course, there will be a cancellation fee of 100% of the total price payable by you
(d) Cancellation for Blended Programmes: For the in-house training days as part of the blended training, the above cancellation for in-house applies. For the Pre- and/or Post Study Online-modules assigned as part of the blended package, there is an automatic ongoing renewal fee at the end of the initial access period which serves as a continuous roll-over subscription to the modules. Please see cancellation periods in clause 7.4.
7.3. Nature of Cancellation Fees: You agree that the above cancellation fees constitute a genuine pre-estimate of the expenses likely to be incurred by us as a result of your cancellation.
7.4. For Online Learning and Blended Learning Subscription Contracts: Psittacus Systems require written notification sixteen weeks prior to the renewal date for yearly subscription contracts and eight weeks notification prior to any other length of contract if you do not wish to renew your subscription contract, otherwise the contract will automatically roll over with a 5% increase on sale price on a continuous basis. For contracts and access periods of less than an eight week period, the notification period is four weeks.
8.1. Returns Procedure: Where Psittacus Systems has sent out course specific material, we will accept Course Materials for return only if:
(a) You cancelled the relevant Distance Contract within the Cancellation Period as defined in clause 6.2 or;
(b) The Course Materials were not compliant with our obligations under these Terms, and;
(c) You follow the returns procedure set out below.
8.2. Condition of returned Course Materials: Psittacus Systems will accept returned Course Materials only if they are:
(a) Accompanied by a valid proof of purchase and
(b) Complete and in an unused and re-saleable condition. In particular, Psittacus Systems reserves the right not to make any refund to you in respect of sealed Course Materials where such seal has been broken (for example sealed CD Rom products).
8.3. Notification: Psittacus Systems reserves its right under Regulation 14 to make a charge for the return of Course Materials on cancellation of a Course by you. Such charge shall not exceed the actual direct costs of such return. If you wish to return Course Materials in the circumstances set out above, you should notify Psittacus Systems in the manner set out in Clause 18 with details of your original order number and receipt. If Psittacus Systems agrees to accept the return, you will be invoiced for the cost of the return delivery charge being £25 per return.
8.4. Collection of Course Materials: Psittacus Systems will arrange to collect the Course Materials to be returned. You will then receive an e-mail notice that your return is registered with Psittacus Systems’s carrier who will collect the goods within five (5) working days of your contacting Psittacus Systems as provided above.
8.5. Refund of Purchase Price & Outbound Delivery Charge: If you qualify for a return and have followed the above procedure, you will receive a full refund of the purchase price and the outbound delivery charge to be credited to your card. Noncompliant Course Materials must be returned before any refund will be made.
INTELLECTUAL PROPERTY RIGHTS
9.1. Ownership: Psittacus Systems or its licensors own all title, copyright and all other intellectual property rights (including without limitation, database rights, trade marks, patents, and designs (whether registered or unregistered) in and to all Course Materials. You acknowledge that you do not own and shall not acquire any title, copyright or any other intellectual property rights in and to the Website and/or the Courses or any Course Materials and you shall not modify, translate, adapt or otherwise amend the same otherwise than in accordance with applicable law.
9.2. Limited Licence: Except as otherwise expressly stated on the Website or in the Course Materials, the Courses, and the Course Materials are supplied for your private information and educational use. Any commercial use, copying, distribution, transmission or publication of the whole or any part of the Course Materials and/or the Website is strictly prohibited without the express prior written consent of Psittacus Systems.
9.3. Software: Your use (including downloading) of any content or software in connection with the Courses is governed by the terms of the end user licence agreement (if any) which accompanies or is included with such content and/or software. You may not install or use any content or software that is accompanied by or includes a licence agreement unless you first agree to the terms of such licence agreement. You agree that the licensor of any software obtained via us and used by you in connection with the Courses shall have the right (in terms of the Contracts (Rights of Third Parties) Act 1999) to enforce the terms of that licence directly against you. For any content or software not accompanied by a licence agreement, Psittacus Systems hereby grants to you a revocable personal non-transferable licence to use the content or software for viewing and otherwise in accordance with these Terms.
9.4. Trade Marks: The display of any trade names or trademarks on the Website or in any of the Course Materials does not imply that any licence has been granted to any third party in respect of the same. All other product or company names, devices, logos, icons, graphics or designs referred to on the pages of the Website or in any of the Course Materials are the trade marks of the respective owners and are exhibited only in such a manner as is intended to be for the benefit of such trademark owners. Psittacus Systems intends no infringement of such trademarks. The appearance or absence of products, services, companies, organisations, home pages or other websites on the Website or any of the Course Materials does not imply any endorsement or non-endorsement thereof by Psittacus Systems.
9.5. Search Programs: The deployment within the Website of any spider, robot, web crawler or other automated query program is forbidden except as may be necessary to identify the existence and general nature of the Website for ordinary internet search engine purposes.
9.6. Reservation of Rights: All rights not expressly granted to you under these Terms are reserved to Psittacus Systems.
9.7. Psittacus Systems will retain copyright on all authored material, unless otherwise agreed.
USE OF THE WEBSITE AND COURSES
10.1. Computer System: You are responsible for ensuring that your computer system meets all relevant technical specifications necessary to use the Courses and/or the Website, is compatible with the Courses and/or the Website and is capable of running the Courses and/or the Website content. You must not attempt to interfere in any way with the proper working of the Website and/or the Courses and in particular you must not attempt to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, website, router, or any other internet connected device.
10.2. Course Changes: Psittacus Systems reserves the absolute right to update, alter, suspend or discontinue any aspect of the Courses and/or the Website including your use of and/or access to it.
11.1. Registration: In order to access and use the Website and/or the Courses, you are required to complete the applicable registration form (“the Registration Form”) and to submit the same to Psittacus Systems. The information requested to be provided on the Registration Form must be current, complete and accurate. Registration is subject to acceptance or refusal by Psittacus Systems at its sole discretion. By registering you warrant and represent that you can form binding contracts under applicable law.
11.2. Passwords: You are solely responsible in all respects for protecting the confidentiality of any password given to you or selected by you for access to or use of the Website and/or the Courses. Your password may only be used by you personally and you must not share it with or transfer it to any third parties. You are solely responsible for any and all activities that occur under your password and account. You must notify Psittacus Systems immediately of any unauthorised use of your password or any other breach of security regarding the Website and/or the Courses which comes to your attention. Psittacus Systems will not be liable for any loss that you may incur as a result of a third party using your password or account. However, you may be liable for losses incurred by Psittacus Systems as a result of someone else using your password or account.
- POSTING AND CHAT FACILITIES
12.1. Posted Materials: The following provisions apply to your use of any facilities which enable you to post or send text, graphics, audio-visual or other material (‘Material’) on the Website or to send Material to other users of the Website via e-mail, chat room, bulletin boards or other means.
12.2. Representations concerning Material: By submitting Material to the Website or to other users of the Website you
(a) represent that you are entitled to do so;
(b) grant us a non-exclusive, royalty-free, non-terminable licence to copy, modify, distribute, show in public and create derivative works from that Material in any form, anywhere; and
(c) authorise us to adapt the relevant Material in the course of doing so, and so waive your moral rights to object to any derogatory treatment, or to be identified as the author, of the Material in question. Except as provided by the Data Protection Act 1998, Psittacus Systems shall not be subject to any obligation of confidentiality with regard to Material posted by you.
12.3. Excluded Materials: You agree not to send Material to the Website or to other users of the Website which
(a) might infringe the intellectual property or other rights of any person or entity,
(b) might breach any applicable law
(c) constitutes advertising or any form of unsolicited commercial communication
(d) might cause damage or denial of use to any hardware or software, or
(e) might be defamatory, profane, obscene, sexually oriented, racially offensive, harassing, threatening, abusive, ‘flaming’, false, misleading or otherwise objectionable in our opinion (‘Excluded Material’). We reserve the right to delete any Excluded Material placed by you on the Website.
12.4. Our responsibilities in relation to Excluded Material: You accept that we do not have the resources to screen the Website for any Excluded Material posted by third parties and that we shall be under no liability in respect of such Excluded Material. We undertake to delete any Material which we decide (at our sole discretion) constitutes Excluded Material within a reasonable time of written notification by you of its presence on the Website.
13.1. You agree to indemnify Psittacus Systems in respect of any costs, claims, demands, losses or liabilities (including reasonable legal fees) incurred by Psittacus Systems as a result of or arising in any way from a claim by a third party which results from any breach by you of the provisions contained in these Terms.
WARRANTIES & SERVICE EXCLUSIONS
14.1. Warranties: Psittacus Systems warrants that the Courses and the Website shall be provided with reasonable skill and care by qualified and experienced consultants, and that the Course Materials will be of satisfactory quality and compliant with any sample Course Materials supplied to you for approval. If you place an order for Courses having been given the opportunity to examine sample Course Materials, Psittacus Systems shall be under no liability with regard to the Course Materials as supplied unless such Course Materials are non-compliant with sample.
14.2. Uptime & Links: Psittacus Systems will endeavour to make the Website and the Courses available but cannot guarantee that the Website and/or the Courses will operate continuously or without interruptions which could affect use of the Website and/or the Courses. The Courses and/or the Website may provide links to other websites, which are not under the control of Psittacus Systems. Psittacus Systems shall not be responsible in any way for the content of any such other websites. You acknowledge that Psittacus Systems provides such links only as a convenience. The inclusion of any link does not imply any kind of endorsement by Psittacus Systems.
14.3. Changes to Courses: Psittacus Systems reserves the right to alter or cancel any Course or location prior to Delivery of that Course.
14.4. Service Exclusions: The Website and/or the Courses are provided for general information and illustrative purposes only and do not constitute financial, legal or other professional advice. Neither Psittacus Systems nor any other Psittacus Systems entity accepts any responsibility or liability for any loss which may arise from reliance on information contained on the Website and/or in the Courses.
14.5. Limited Warranties: The above warranties are Psittacus Systems’s only warranties and no other warranty or condition, express or implied, will apply to the supply of the Courses, the Course Materials, or any other matter covered by these Terms. No warranty is given that the Course Materials will be fit for any particular purpose. Your statutory rights as a consumer (if any) are not affected by these Terms.
LIMITATION OF LIABILITY
15.1. Unlimited Liability: Nothing in these Terms shall operate to exclude or limit Psittacus Systems’s liability for:
(a) Death or personal injury caused by the negligence of Psittacus Systems, its servants, agents, employees or subcontractors;
(b) Any breach or contravention of the conditions implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
(c) Fraudulent misrepresentation; or
(d) Any breach of any implied term which cannot be excluded or limited.
15.2. Liability Exclusions: Subject to Clause 15.1, Psittacus Systems shall not be liable to you or any third party for any loss of, damage to or costs in respect of:
(a) Loss of profit, anticipated profits, revenues or anticipated savings, goodwill or business opportunity, or;
(b) Loss of data, or;
(c) Indirect or consequential loss or damage ;
Regardless of whether any of the matters listed in (a), (b), and (c) above are foreseeable, known, foreseen or otherwise.
15.3. Total Liability: Subject to condition 15.1, the maximum liability of Psittacus Systems arising out of or in connection with any agreement made pursuant to these Terms or any collateral contract, whether in contract, tort (in each case including negligence) or otherwise shall in no circumstances exceed either £1,000 or the sum paid by you to Psittacus Systems, whichever is the lower.
15.4. Force Majeure: Neither party shall be liable to the other for any failure or delay in the performance of its obligations under these Terms caused by circumstances beyond that party’s reasonable control.
TERMINATION & ACCESS RESTRICTION
16.1. Psittacus Systems shall have the right, at any time by serving written notice on you (which notice may be served by the sending from our server of an e-mail to the e-mail address set out on the Registration Form), to cancel your registration and access to the Website and/or the Courses if you are in breach of any material term of these Terms. Psittacus Systems reserves the right, in its sole discretion, to suspend your registration and/or access to the Website and/or the Courses at any time without notice.
16.2. For any corporate client termination agreements whereby the client may want to remove any data off the system, Psittacus Systems reserves the right to charge an administrative removal rate per name removed at 1.10% of the agreement rate per module/person.
17.1. Separation of Provisions: If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms, and the remainder of the Terms shall continue in full force and effect.
17.2. Third Parties: For the purposes of the Contracts (Rights of Third Parties) Act 1999:
(a) Psittacus Systems’s employees, sub-contractors and suppliers shall have the benefit of Clause 9 (Intellectual Property) in relation to their own intellectual property, and Clauses 14 (Warranties and Service Exclusions), 13 (Indemnity) and 15 (Limitation of Liability)
(b) Apart from that, these Terms are not intended to, and do not, give any person who is not a party to them any right to enforce any of their provisions.
17.3. Communications: All correspondence with the lecturers, trainers, consultants, authors or anyone else providing training or Course Material on behalf of Psittacus Systems must go through Psittacus Systems.
17.4. Assignment: The benefits and obligations conferred by these Terms upon you are personal to you and shall not be assigned, delegated, transferred, sub-contracted or encumbered or otherwise made available or disposed of without the express prior written consent of Psittacus Systems.
17.5. Non-solicitation, engagement and employment. From acceptance of Your order for a restricted period of eighteen months thereafter, You will not (without the prior written consent of Psittacus Systems) attempt to solicit or entice away from Psittacus Systems or engage or employ, or procure the engagement or employment of, any person who at the date of Delivery of the Course, to your knowledge, is (or has agreed to be):
(a) an employee or consultant of Psittacus Systems; or
(b) a customer, supplier, licensor, licensee or collaborative partner of Psittacus Systems
17.6. For users accessing the Psittacus Blended Learning Environment and Courses through a third party reseller, the following Clauses are not applicable and it advised to refer to your supplier in relation to these areas as they may differ. All other points ARE applicable and must be adhered to at all times: 4, 5, 6, 7 and 8
18.1. Address for Notices: Notices to Psittacus Systems should be sent to [email protected] or by post to the following address:Psittacus Systems Ltd
Corby Enterprise Centre
NN17 5EU18.2. Form of Notices and Time of Receipt: Notices to you may be sent to you either by e-mail or to the postal address set out on the Registration Form. Notice will be deemed received twenty-four (24) hours after e-mail is sent or three (3) days after the date of posting.
LAW, DISPUTES AND JURISDICTION
19.1. These Terms (and all disputes, whether contractual or otherwise, arising out of or in connection with them) are governed by the laws of England and Wales and are subject to the exclusive jurisdiction of the Courts of England and Wales to which jurisdiction the parties hereby irrevocably submit.