Course Manager Software Ltd

The Course Manager: SOFTWARE TERMS & CONDITIONS

BACKGROUND:

These terms and conditions apply as between you, the User of Services provided therein and Course Manager Software Ltd, the owner(s) of the Services and this Website. Your agreement to comply with and be bound by these terms and conditions and to grant any and all licences required is deemed to occur upon your acceptance of these terms and conditions prior to your first use of the Services.

Definitions and Interpretation

1.1 In these terms and conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Account”	means collectively the personal information, company information, payment information and credentials used by the Subscriber to access the Services ;
“Agreement”	means the binding agreement that shall come into effect between the Subscriber and Course Manager Software Ltd following the Subscriber’s acceptance of these terms and conditions and which shall incorporate these terms and conditions;
“Authorized User”	means the Subscriber and any person expressly authorized by the Subscriber to access and use the Services who is acting within the scope of a formal employment or agency relationship and who agrees to be bound by the terms of this Agreement;
“Content”	means any text, graphics, images, audio, video, software, database schema, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of the Website or Services;
“Services”	means collectively the online facilities, tools, services or information that Course Manager Software Ltd makes available through the Website either now or in the future ;
“Subscriber”	means the person signing up for access to the Services in the first instance and, if the Subscriber is acting on behalf of an organisation, their successors;
“Subscription Fee”	means the sum of money paid by Subscribers at monthly intervals to keep their Account active and to enable them to access the Services;
“Supplemental Terms”	means the website terms of use, privacy policy, browser compatability, cookies policy and other documents published from time to time on the Website
“Website”	means the websites on which these terms and conditions appear (www.thecoursemanager.co.uk, www.thecoursemanager.com, www.docourses.co.uk and www.docourses.com) and any sub-domains of these websites unless expressly excluded by their own terms and conditions .

1.2 Unless the context otherwise requires, each reference in these terms and conditions to:

1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
1.2.2 a statute or a provisions of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 a Clause or paragraph is a reference to a Clause of these terms and conditions.

1.3 The headings used in these terms and conditions are for convenience only and shall have no effect upon the interpretation of these terms and conditions.
1.4 Words imparting the singular number shall include the plural and vice versa.
1.5 References to any gender shall include the other gender.

Grant of Licence

2.1 The Subscriber is granted a non-exclusive, non-transferable, limited licence to access and use the Services, subject to the terms and conditions of this agreement.
2.2 The Supplemental Terms are incorporated by reference into these terms and conditions.
2.3 The Subscriber expressly confirms that they have read, understood and accepted the terms and conditions of this agreement and the Supplemental Terms, copies of which are available on the Company's website.

Provision of Services

3.1 Course Manager Software Ltd shall use its best and reasonable endeavours to provide the Services on an error-free basis and without interruption.
3.2 Notwithstanding sub-Clause 3.1, Course Manager Software Ltd does not provide any guarantee that provision of the Services shall be error-free or without interruption and reserves the right to alter or suspend provision of the Services without prior notice. By accepting these terms and conditions the Subscriber acknowledges that the Services may change in form or nature at any time.
3.3 Course Manager Software Ltd shall have the right, exercisable at its sole discretion, to terminate provision of the Services without prior notice.
3.4 Notwithstanding Course Manager Software Ltd’s right to perform any of the actions detailed in this Clause without prior notice, Course Manager Software Ltd shall use its best and reasonable endeavours to provide such notice whenever possible.

Access to Services

4.1 The Subscriber represents and warrants that they have the authority to enter into the Agreement, to use the Services, and to perform any and all acts as may be necessary under these terms and conditions.
4.2 If the Subscriber is unable to comply with the requirements of sub-Clause 4.1 they shall be prohibited from using the Services and must not accept these terms and conditions.
4.3 The Subscriber may from time to time grant access to the Services to Authorized Users. The Subscriber undertakes that such access will be granted for the sole purpose of administering and marketing training courses and for no other purpose unless expressly agreed with Course Manager Software Ltd.
4.4 Authorized Users undertake that they keep their login details private and secure that they will not demonstrate or grant access to any password-protected part of the system to any individual who is not an Authorized User except with the express agreement of Course Manager Software Ltd.
4.4 In order to use the Services an Authorized User is required to create an Account and to submit certain personal and business details. By accepting these terms and conditions the Authorized User represents and warrants that:

4.4.1 any information that is submitted is accurate and truthful;
4.4.2 all such information will be kept accurate and up-to-date; and
4.4.3 the means by which they identify themselves does not violate any part of these terms and conditions or any applicable laws.

4.5 If the Authorized User has reason to believe that their Account details have been obtained by another without consent, the Subscriber should contact Course Manager Software Ltd immediately to suspend their Account pending investigation. Following investigation, it shall be determined what action should be taken including whether or not to cancel access to the Services and make a full or partial refund of the payment to the Subscriber.
4.6 The terms of sub-Clause 4.5 shall apply notwithstanding any related provisions in Clause 17.

Subscriptions

5.1 Subscription charges commence on activation of the account, which shall be the date that the Subscriber upgrades their account from trial to live, or on the date the user’s trial period expires, whichever is the earlier. The Subscriber will be billed one calendar month after activation and monthly thereafter.
5.2 The first payment will be calculated in accordance with the Subscription Fees advertised on the Website. Course Manager Software Ltd reserves the right to change Subscription Fees from time to time and any such changes may affect Subscribers’ subscription rates.
5.3 Increases in price will be reflected in the Subscriber’s subscription on the date of the immediately subsequent bill.
5.4 Decreases in price will be reflected in the Subscriber’s subscription on the date of the immediately subsequent bill.
5.5 If a Subscriber activates their account in error, or allows their account to become automatically activated in error, they must inform Course Manager Software Ltd within 24 hours of activation and must not use the Services during that time. If any use can be traced to the Subscriber’s Account, the Subscriber will be billed and liable for subscription charges in accordance with these terms and conditions.

Terms of Payment

6.1 Subscription payment falls due on the invoice date.
6.2 If a subscription payment is outstanding 90 days after the invoice date, Course Manager Software Ltd may suspend all access to the Subscriber’s account and all features of the Service without further notice.

Use of Services

7.1 Authorized Users are permitted to use the Services only in accordance with:

7.1.1 these terms and conditions; and
7.1.2 any relevant law, regulation or other applicable instrument in their particular jurisdiction.

7.2 Subject to any express agreement to the contrary, Authorized Users may only access the Services through the normal means provided by Course Manager Software Ltd. Authorized Users shall not attempt to download, convert or otherwise reverse-engineer any part of the Services.
7.3 The restrictions set out in sub-Clause 7.2 shall not apply to Content submitted or created by Authorized Users.
7.4 Authorized Users may not engage in any conduct that may disrupt provision of the Services by Course Manager Software Ltd.
7.5 Subject to any express agreement to the contrary, Authorized Users may not reproduce, copy, duplicate, trade or resell the Services.
7.6 Authorized Users’ rights to use the Services are non-exclusive, non-transferrable and fully revocable at Course Manager Software Ltd’s discretion.

Intellectual Property

8.1 Subject to the exceptions in Clause 9 of these terms and conditions, all Content included on the Website or otherwise offered as part of the Services, unless submitted or created by Authorized Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, database schema, data compilations, page layout, underlying code and software is the property of Course Manager Software Ltd, our affiliates or other relevant third parties. By accepting these terms and conditions the Authorized User acknowledges that such material is protected by applicable United Kingdom and International intellectual property and other laws.
8.2 Subject to Clause 11 Authorized Users may not reproduce, copy, distribute, store or in any other fashion re-use material or Content from the Website or otherwise offered as part of the Services unless otherwise indicated on the Website or unless given express written permission to do so by Course Manager Software Ltd.

Third Party Intellectual Property

Where expressly indicated, certain Content, such as advertising material, and the Intellectual Property Rights subsisting therein belongs to other parties. This Content, unless expressly stated to be so, is not covered by any permission granted by Clause 8 of these Terms and Conditions to use Content from the Web Site. The exceptions in Clause 11 continue to apply. Any such Content will be accompanied by a notice providing the contact details of the owner and any separate use policy that may be relevant.

User Content and Intellectual Property

10.1 When using the Services to create Content, Authorized Users should do so in accordance with the following rules:

10.1.1 Authorized Users must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory or fraudulent;
10.1.2 Authorized Users must not submit Content that is intended to promote or incite violence;
10.1.3 Authorized Users must not submit Content that may contain viruses or any other software or instructions that may damage or disrupt other software, computer hardware or communications networks;
10.1.4 Authorized Users must not post links to other websites containing any of the above types of Content;
10.1.5 Authorized Users must not impersonate other people, particularly employees and representatives of Course Manager Software Ltd or our affiliates;
10.1.6 Authorized Users must not use the Services for unauthorised mass-communication such as “spam” or “junk mail”.

10.2 Course Manager Software Ltd has the right, but not the obligation to pre or post-screen Content submitted or created by Authorized Users and may flag or filter any Content that it deems appropriate.
10.3 If any Content is found to be in breach of these terms and conditions, Course Manager Software Ltd reserves the right to remove it without notice and may, at its sole discretion, take any other action is sees fit, including but not limited to termination of the responsible Authorized User’s access to the Services and cancellation of the Subscriber’s Account.
10.4 Authorized Users acknowledge that they may be exposed to Content that they may find offensive. If an Authorized User believes that such Content is in violation of these terms and conditions, it should be reported to Course Manager Software.
10.5 Authorized Users are solely responsible for any and all Content that they submit or create. Course Manager Software Ltd does not endorse, support, represent or otherwise guarantee the accuracy or reliability of such Content.
10.6 Subject to sub-Clause 8.4, Authorized Users use the Services at their own risk.
10.7 By submitting or creating Content Authorized Users warrant and represent that they are the author of such Content and / or that they have acquired all of the appropriate rights and / or permissions to use the Content in this fashion. Course Manager Software Ltd accepts no responsibility or liability for any infringement of third party rights by such Content.
10.8 By accepting these terms and conditions, the Authorized User grants a non-exclusive, worldwide, perpetual licence to Course Manager Software Ltd to copy, distribute, transmit, publicly display, publicly perform, transmit and reformat all Content for the purpose of providing the Services.
10.9 The Authorized User represents and warrants that they have all necessary rights, power and authority to grant the licence described in sub-Clause 10.8.

Fair Use of Intellectual Property

Content may be copied, transmitted, performed, adapted or otherwise re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 or other relevant legislation apply.

Links to Other Websites

This Website may provide links to other websites as part of the Services. Unless expressly stated, such websites are not under the control of Course Manager Software Ltd or that of our affiliates. Course Manager Software Ltd assumes no responsibility for the content of the websites and disclaims liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another website on this Website does not imply any endorsement of that website or of those in control of it.

Links to this Website

Authorized Users wishing to place a link to this Website on another website may do so only to our home page in the absence of any prior permission, with the exception of links made for the purpose of integration of the Services to files and pages provided specifically for such purpose. Deep linking for any other purpose (i.e. links to specific pages or files within the Website for purposes other than the integration of the Services) requires the express permission of Course Manager Software Ltd. To find out more Authorized Users should contact Course Manager Software Ltd at www.thecoursemanager.com.

Disclaimer of Warranties

14.1 Course Manager Software Ltd makes no warranty or representation that the Website or the Services will meet Authorized Users’ requirements, that they will be of satisfactory quality, that they will be fit for a particular purpose, that they will not infringe the rights of third parties, that they will be compatible with all systems, or that they will be secure.
14.2 Course Manager Software Ltd shall use its best and reasonable endeavours to ensure that all information provided on the Website and the Services is accurate and up to date, however Course Manager Software Ltd makes no warranty or representation that this will always be the case. Course Manager Software Ltd makes no guarantee of any specific results from the use of the Website or the Services.
14.3 No part of the Website or the Services is intended to constitute advice and the Content of the Website and the Services should not be relied upon when making any decisions or taking any action of any kind.
14.4 Whilst every effort has been made to ensure that all descriptions of Services available from Course Manager Software Ltd correspond to the actual services available, Course Manager Software Ltd is not responsible for any variations from these descriptions.
14.5 Course Manager Software Ltd makes no warranty or representation that the treatment of invoicing, taxation, data protection or any other aspect of the Website or the Services will comply with the laws of the country or countries in which the Authorised User operates. It is at all times the responsibility of the Authorised User ensure that their systems, activities and business processes comply with any applicable laws.

Availability of the Website and the Services

15.1 The Website and the Services are provided “as is” and on an “as available” basis. Course Manager Software Ltd gives no warranty that the Website or the Services will be free of defects and / or faults. To the maximum extent permitted by law Course Manager Software Ltd provides no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
15.2 Course Manager Software Ltd accepts no liability for any disruption or non-availability of the Website or the Services resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.

Limitation of Liability

16.1 Course Manager Software Ltd’s liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising out of our breach of these terms and conditions shall be limited to the value of the Subscriber’s outstanding subscription prevailing at the relevant time. For all other direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Website, the Services or any information contained therein, to the maximum extent permitted by law, Course Manager Software Ltd accepts no liability. Authorized Users should be aware that they use the Website, the Services and all relevant Content at their own risk.
16.2 Nothing in these terms and conditions excludes or restricts Course Manager Software Ltd’s liability for death or personal injury resulting from any negligence or fraud on the part of Course Manager Software Ltd.

Term and Termination

17.1 The term of the Agreement shall commence upon the Subscriber’s acceptance of these terms and conditions and shall continue until terminated either by the Subscriber or by Course Manager Software Ltd in accordance with this Clause 17.
17.2 If a Subscriber wishes to terminate the Agreement they may do so by:

17.2.1 Closing their Account; or
17.2.2Informing Course Manager Software Ltd in writing that they wish to terminate this Agreement.

17.3 Course Manager Software Ltd reserves the right to terminate the Agreement, the Subscriber’s Account and/or an Authorized User’s access to the Services at any time for the following reasons:

17.3.1 An Authorized User has committed a material breach of these terms and conditions, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the Subscriber fails to remedy the breach within 14 days after a written notice to do so;
17.3.2 An Authorized User has indicated, expressly or impliedly, that they do not intend to or are unable to comply with these terms and conditions;
17.3.3 Course Manager Software Ltd is required to do so by law;
17.3.4 It has become, in the opinion of Course Manager Software Ltd, its affiliates or advisers, no longer commercially viable to continue providing the Services;
17.3.5 Course Manager Software Ltd is no longer providing the Services in the Subscriber’s country of residence;

17.4 If Course Manager Software Ltd terminates a Subscriber’s Account as a result of an Authorized User’s breach of these terms and conditions or for any other reason, the Subscriber will be liable to pay any outstanding balances on their account.
17.5 In the event that Course Manager Software Ltd terminates a Subscriber’s Account, the Subscriber and all Authorised Users will cease to have access to the Services with immediate effect.
17.6 In the event that Course Manager Software Ltd an Authorized User’s access, the Authorised User will cease to have access to the Services with immediate effect.
17.7 If a Subscriber terminates their Account they will cease to have access to the Services with immediate effect. The Subscriber may choose to reactivate their account within a period of six months from the date of cancellation.
17.8 In the event that the Agreement is terminated, the Subscriber’s Account will be closed and their access to the Services suspended in accordance with sub-Clauses 17.5 and 17.7. Any Content that an Authorized User has submitted or created will become inaccessible to all Authorized Users with immediate effect, however copies may be retained by Course Manager Software Ltd as part of standard backup procedures.
17.9 Upon termination of the Agreement, the Subscriber and Authorized Users shall cease to be bound by all obligations set out in these terms and conditions with the exception of those expressly stated to survive the termination of the Agreement.
17.10 Course Manager Software Ltd has the right but not the obligation to delete the Subscriber’s account and any or all of the associated Content six months and one day after termination or cancellation of the Subscriber’s Account or at any time thereafter.

No Waiver

In the event that either the User or Course Manager Software Ltd fails to exercise any right or remedy contained in these terms and conditions, this shall not be construed as a waiver of that right or remedy.

Assignment

Subscribers may not assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of Course Manager Software Ltd, such consent not to be unreasonably withheld.

Severance

Whilst every effort has been made to ensure that these terms and conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions. This term shall apply only within jurisdictions where a particular term is illegal.

Entire Agreement

These terms and conditions embody and set forth the entire Agreement and understanding between the Parties and supersede all prior oral or written agreements, understandings or arrangements relating to the subject matter of the Agreement. Neither the Subscriber, Authorized Users nor Course Manager Software Ltd shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in these terms and conditions, save for any representation made fraudulently.

Notices

All notices / communications shall be sent to and by Course Manager Software Ltd either by post to our premises (as given on the website www.thecoursemanager.com) or by email to enquiries@thecoursemanager.com. Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.

Law and Jurisdiction

23.1 These terms and conditions, the Agreement and all other aspects of the relationship between the User and Course Manager Software Ltd shall be governed by and construed in accordance with the Laws of England and Wales.
23.2 Any dispute between the Subscriber or Authorized Users and Course Manager Software Ltd relating to these terms and conditions, the Agreement and all other aspects of the relationship shall fall within the exclusive jurisdiction of the courts of England and Wales.