NOTE: YOU ARE CONCLUDING A LEGALLY BINDING AGREEMENT.
YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 7 (LIMITATION OF LIABILITY).
These Advice Cloud Training Terms and Conditions (Terms) should be read and accepted by you prior to your purchase. You accept that by purchasing any of the Services, you agree to be bound by these terms and conditions. If you do not want to become a User, do not conclude the Agreement, do NOT click “Continue” to become a new customer. By becoming a User you acknowledge that you have read and understood the terms and conditions of this Agreement and that you agree to be bound by all of its provisions.
“Advice Cloud” refers to Advice Cloud Ltd of 4 Brooker Street, Hove, East Sussex, BN3 3YX.
“Agreement” as defined in clause 2.
“Contract Start Date” as defined in clause 3.4.
“Order Confirmation” as defined in clause 3.4.
“Services” refers to online training services provided to you by Advice Cloud, as further set out in the Order Confirmation.
“User” means the person/company who has purchased the Services.
“Trade Marks” means all names, marks and logos from time to time owned by or registered in Advice Cloud’s name or those of Advice Cloud’s partners.
“Website” means https://advice-cloud.co.uk/ (or any website that replaces it from time to time).
1.2 Scope and Intent
If you are using Advice Cloud on behalf of a company or other legal entity, such entity may have a separate agreement with us, but you are nevertheless individually bound by this Agreement.
These Terms apply to the order by you and supply of Services by Advice Cloud to you (Agreement). 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. This Agreement 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 this Agreement. You should print a copy of these Terms for future reference.
3.1 Placing your order. Please follow the onscreen prompts to place an order for the Services. You may only submit an order for the Services using the method set out on the site. Each order is an offer by you to buy the Services subject to these Terms.
3.2 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.
3.3 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 3.4.
3.4 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 (Contract Start Date) the Agreement between Advice Cloud and you will come into existence. This Agreement will relate only to those Services confirmed in the Order Confirmation.
3.5 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.
4.1. Compliance with this Agreement
You must comply with all terms set out in this Agreement (as may be amended from time to time). You must (1) provide accurate information to us and update it as necessary (2) review and comply with notices sent by Advice Cloud concerning the Services and (3) use the Services in a professional manner.
You must not (1) duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on the Services except as expressly authorised by Advice Cloud in these Terms (2) reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof (3) include information in your profile or elsewhere, except in designated fields, that reveals your identity or sensitive personal information such as an email address, phone number or address or is confidential in nature (4) create a user profile for anyone other than a natural person (5) utilise information, content or any data you view on and/or obtain from Advice Cloud to provide any service that is competitive (6) imply or state, directly or indirectly, that you are affiliated with or endorsed by Advice Cloud (7) rent, lease, loan, trade, sell/re-sell access to the Services or any information therein, or the equivalent, in whole or part (8) use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the site (9) use bots or other automated methods to add or download contacts, send or redirect messages to other users (10) access, via automated or manual means or processes, the Services for purposes of monitoring its availability, performance or functionality or for any competitive purpose (11) engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services or Website (12) attempt to or actually access the Services by any means other than through the interfaces provided by Advice Cloud (13) attempt to or actually override any security component included in or underlying the Services (14) engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications to other users or Advice Cloud personnel, attempts to gain unauthorised access, or transmission or activation of computer viruses (15) remove any copyright, trademark or other proprietary rights notices contained in or on the Services or Website (16) remove, cover or otherwise obscure any form of promotion or advertisement included on the Services or Website (17) harass, abuse or harm another person, including sending unwelcomed communications to others using the Services or Website (18) collect, use or transfer any information, including but not limited to, personally identifiable information obtained from Advice Cloud, the Services or Website except as expressly permitted in this Agreement or as the owner of such information may expressly permit (19) share information of non-Users without their express consent (20) interfere with or disrupt the Services, including but not limited to any servers or networks connected to the Services or Website (21) use or attempt to use another’s account without authorisation from the Company, or create a false identity on Advice Cloud (22) infringe or use Advice Cloud brand, logos and/or Trade Marks, including, without limitation, using the word “Advice Cloud” in any business name, email, or URL or including Advice Cloud Trade Marks and logos except as expressly permitted by Advice Cloud (23) upload, post, email, transmit or otherwise make available or initiate any content on or via the Website that (i) falsely states, impersonates or otherwise misrepresents your identity, including but not limited to the use of a pseudonym (ii) is unlawful, libellous, abusive, obscene, discriminatory or otherwise objectionable (iii) adds to a content field content that is not intended for such field (i.e. submitting a telephone number in the “title” or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by Advice Cloud) (iv) includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) (v) infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights (vi) includes any unsolicited or unauthorised advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or (vii) contains software viruses, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of Advice Cloud.
4.2. Service Eligibility.
To be eligible to use the Service, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older (2) are not currently restricted from the Services, or not otherwise prohibited from having an Advice Cloud account, (3) are not a competitor of Advice Cloud or are not using the Services for reasons that are in competition with Advice Cloud (4) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party (5) will not violate any rights of Advice Cloud, including intellectual property rights such as copyright or trademark rights (6) will comply with all applicable laws and (7) agree to provide at your cost all equipment, software, and internet access necessary to use the Services.
4.3. Sign-In Credentials.
You agree to: (1) Keep your password secure and confidential (2) not permit others to use your account (3) refrain from using other users’ accounts (4) refrain from selling, trading, or otherwise transferring your Advice Cloud account to another party and (5) refrain from charging anyone for access to any portion of the Services (including any information contained therein). Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own. To close your account, please contact Advice Cloud customer service at email@example.com.
You indemnify us and hold us harmless for all damages, losses and costs (including, but not limited to, reasonable solicitors fees and costs) related to all third party claims, charges, and investigations, caused by (1) your failure to comply with this Agreement and/or (2) any activity in which you engage on or through the Services or Website.
You will be required to pay for the Services either (1) at the time of submitting your order or (2) (if you have a corporate subscription with us) before the Services commence. If you purchase any Services that we offer for a fee you agree to Advice Cloud appointed credit card processor storing your payment card information. All fees and charges for the Services are non-refundable.
4.6. Notifications and Service Messages.
For purposes of service messages and notices about the Services to you, notice shall consist of an email from Advice Cloud to an email address associated with your account, even if we have other contact information. You agree that Advice Cloud may communicate with you through your Advice Cloud account or through other means including email, mobile number, telephone and post. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Service.
On the condition that you comply with all your obligations under this Agreement, we grant you a limited, revocable, non-exclusive and non-transferable right to access, through a generally available web browser or mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of Advice Cloud), view information and use the Services that we provide on Advice Cloud training webpages and in accordance with this Agreement. Any other use of the Services is strictly prohibited and a violation of this Agreement.
5.2 Intellectual property rights.
All intellectual property rights in or arising out of or in connection with the Services will be owned by Advice Cloud or its third party licensors. You agree to grant Advice Cloud and its third party licensors a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to Advice Cloud for the purpose of providing the Services to you. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in Advice Cloud and all related items.
5.3 Cancellation by You
You may cancel the Services at any time but the fees are non-refundable.
6.1. Services Availability.
For as long as Advice Cloud continues to offer the Services, Advice Cloud shall provide and seek to update, improve and expand the Services. As a result, we allow you to access the Services as it may exist and be available on any given day and have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue the Services, partially or entirely, or change and modify prices for all or part of the Services in our sole discretion. All of these changes shall be effective when notified to you.
6.2. Third Parties.
Advice Cloud may include links to third party web sites on the Website and elsewhere.
6.3. Special Offers
Use of any special offer or discount code is subject to the following terms:
6.4. Cancellation by Advice Cloud
Advice Cloud reserves the right to cancel the Services (or any part thereof) at any time without liability. In these circumstances, delegates will be offered an alternative date.
6.5. Misuse of the Services.
Advice Cloud may restrict, suspend or terminate the account of any User who abuses or misuses the Services. Misuse of the Services includes (without limitation) attempting to track other users usage of Advice Cloud training services, creating false profiles using the Services, infringing any intellectual property rights, or any other behaviour that Advice Cloud, in its sole discretion, deems unacceptable or contrary to these Terms. In addition, and without limiting the foregoing, Advice Cloud has adopted a policy of terminating accounts of Users who, in Advice Cloud sole discretion, are deemed to be repeat infringers.
6.6. Events outside our control. Advice Cloud will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under this Agreement that is caused by any act or event beyond our reasonable control (Event Outside Our Control). If an Event Outside Our Control takes place that affects the performance of our obligations under this Agreement (1) we will contact you as soon as reasonably possible to notify you and (2) our obligations under this Agreement 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.
6.7 Effects of Termination. Upon the termination of your User account, you lose access to the Services. In addition, Advice Cloud may block access to the Services from an IP address or range of IP addresses associated with those of terminated Users. Termination of this Agreement will not affect your or our rights and remedies that have accrued as at termination. Any provision of this Agreement 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.
7.1 Nothing in this Agreement limits or excludes our liability for (1) death or personal injury caused by Advice Cloud’s negligence, or the negligence of our employees, agents or subcontractors (2) fraud or fraudulent misrepresentation or (3) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
7.2 Subject to clause 7.1, Advice Cloud 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 this Agreement for (1) loss of profits (2) loss of sales or business (3) loss of agreements or contracts (4) loss of anticipated savings (5) loss of use or corruption of software, data or information (6) loss of or damage to goodwill or (7) any indirect or consequential loss.
7.3 Subject to clause 7.1, Advice Cloud’s total liability to you arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the fee paid (less any refunds) by you under this Agreement.
7.4 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 this Agreement.
All complaints and claims relating to the Services must be received in writing to firstname.lastname@example.org within 14 days of the course date
This Agreement shall be subject to the laws of England and Wales. We each irrevocably agree to submit all disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the English courts.
If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.
10.2. Amendments to this Agreement.
We reserve the right to modify, supplement or replace the terms of this Agreement, effective upon notifying you via email.
10.3. No informal waivers, agreements or representations.
Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by this Agreement, no representations, statements, consents, waivers or other acts or omissions by Advice Cloud shall be deemed legally binding on Advice Cloud, unless documented in a physical writing hand signed by a duly appointed officer of Advice Cloud.
10.4. No Injunctive Relief.
In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.
10.5 Assignment and Delegation.
You may not assign or delegate any rights or obligations under this Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under this Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Advice Cloud for any third party that assumes our rights and obligations under this Agreement.
10.6 Third Party Rights.
This Agreement is between Advice Cloud and you. No other person has any rights to enforce any of its terms.
All notices and communications to be given to Advice Cloud by you must be in writing and sent by pre-paid first class post or by email. A notice or communication is deemed to have been received (1) if sent by pre-paid first class post, at 9.00 am on the second working day after posting and (2) if sent by email, when receipt of the email is acknowledged by a member of staff at Advice Cloud (and not an automatic out of office).
If you have any queries concerning any part of these terms and conditions please contact Advice Cloud by email to: email@example.com or by post, using the address at the end of these terms and conditions.