Terms and conditions for your e-learning module.
Please read these terms carefully.
These terms and conditions form a legal agreement (the Agreement) between you (Customer or you) and Stonewall Equality Limited of 192 St John Street, London, EC1V 4JY (Stonewall, us or we) for:
- Improving LGBTQ+ Young People's Mental Health and Wellbeing, the data supplied with the software, and the associated media (Module);
- Supporting LGBTQ+ Children and Young People, the data supplied with the software, and the associated media (Module);
- Tackling anti-LGBTQ+ language and bullying, the data supplied with the software, and the associated media (Module); and
- printed materials and online documentation related to and/or accessed through the Module (Documentation).
We agree to make available to you the Module and Documentation on the basis of this Agreement. We do not sell the Module or Documentation to you. We remain the owners of the Module and Documentation at all times.
In this Agreement, we refer to Personal Users and Business Users. You are a Personal User if you are a consumer that has entered into this Agreement for your own personal benefit. You are a Business User if you have entered into this Agreement on behalf of your organisation (and your Authorised Users (as defined below) that access the Module shall hereby be bound by the terms of this Agreement).
1. Definitions and Interpretation
1. The following definitions and rules of interpretation apply in this Agreement.
Authorised Users: means those employees, agents and independent contractors of a Business User who are authorised by the Business User to use the Module and the Documentation, as further described in Clause 2.3.
Confidential Information: means with respect to a party, information relevant to the business, affairs, plans, finances and strategies of that party which is marked confidential or which would reasonably be considered to be confidential.
Customer Data: means the data input by you, your Authorised Users or us on your behalf for the purpose of using the Module or facilitating your use of the Module.
Data Protection Legislation: means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Insolvency Event: means, where (i) a party becomes insolvent or unable to pay its debts as and when they become due, or (ii) an order is made or a resolution is passed for the winding up of a party (other than voluntarily for the purpose of solvent amalgamation or reconstruction), or (iii) a liquidator, administrator, administrative receiver, receiver, or trustee is appointed in respect of the whole or any part of a party’s assets or business, or (iv) a party make(s) any composition with its creditors, or (v) a party cease(s) to continue its business, or (vi) as a result of debt or maladministration a party takes or suffers any similar or analogous action in any jurisdiction.
Member: means an individual or organisation that holds a Stonewall Children and Young People's Services (CYPS) Membership and/or a Stonewall School & College Champion Membership.
Module Fees: means the fees payable by you to us for the User Subscriptions in accordance with Clause 5.2.
Subscription Term: has the meaning given to it in Clause 2.1.
Vulnerability: means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
User Subscriptions: means the user subscriptions purchased by you pursuant to Clause 5 which entitle you and/or Authorised Users to access and use the Module and the Documentation in accordance with this Agreement.
2. All references to Clauses are references to the relevant clauses of this document unless the context otherwise requires.
3. A reference to a “party” means the Customer or Stonewall as the context may require. A reference to the “parties” means both the Customer and Stonewall.
4. References to the words includes or including shall be construed without limitation to the generality of the preceding words.
5. Headings are for convenience only and shall be ignored in interpreting this Agreement.
6. Words importing the singular shall include the plural and vice versa.
7. Reference to any statute, statutory provision or statutory instrument includes a reference to that statute, statutory provision or statutory instrument together with all the rules and regulations made under them as from time to time amended, consolidated or re-enacted.
2. Grant and scope of content
1. In consideration of payment by you of the agreed Module Fee and you agreeing to abide by the terms of this Agreement, we hereby grant to you a non-exclusive, non-transferable right, without the right to grant sub-licences, to access the Module and the Documentation in the UK on the terms of this Agreement for a period of 365 days from the date of your registration (the Subscription Term).
2. If you are a Personal User, you agree that:
a) you shall not allow any other person to access or use the Module and the Documentation; and
b) you shall keep secure and confidential your username and password for your use of the Module and Documentation.
3. If you are a Business User, in relation to your Authorised Users, you undertake that:
a) the number of Authorised Users that you authorise to access and use the Module and the Documentation shall not exceed the number of User Subscriptions you have purchased or have been granted access to from time to time;
b) you will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Module and/or Documentation;
c) each Authorised User shall keep a secure password for his use of the Module and Documentation and that each Authorised User shall keep his password confidential; and
d) you shall maintain a written, up to date list of your Authorised Users at any point and provide such list to us within 5 Business Days of our written request at any time or times.
4. If you are a Personal User, you may access and use the Module and Documentation for your personal purposes only. If you are a Business User, you may access and use the Module and Documentation for your internal business purposes only.
5. You (and your Authorised Users) shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Module that:
a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
b) promotes unlawful violence; or
c) is discriminatory based on race, gender, gender identity, colour, religious belief, sexual orientation, disability; and we reserve the right, without liability or prejudice to our other rights to you, immediately suspend your access to the Module if you breach this Clause 2.5.
6. Subject to Clause 7.1, we reserve the right to vary the content of and functionality of the Module from time to time.
1. Except as expressly set out in this Agreement or as permitted by any local law which is incapable of exclusion by agreement between the parties, you undertake:
a) not to attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Module and/or Documentation (as applicable) in any form or media or by any means;
b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Module or Documentation or otherwise make the Module and/or Documentation available to any third party except the Authorised Users, nor permit the Module or any part of it to be combined with, or become incorporated in, any other programs;
c) not to disassemble, de-compile, reverse engineer, attempt to derive source code from, create derivative works based on or otherwise translate into human readable form the whole or any part of the Module nor attempt to do any such things;
d) access all or any part of the Module and Documentation in order to build a product or service which competes with the Module and/or the Documentation; or
e) use the Module and/or Documentation to provide services to third parties.
2. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Module and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify us.
4. Customer data
2. You shall own have sole responsibility for the legality, reliability, integrity, accuracy and quality of Customer Data.
3. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against us shall be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by us or by our suppliers. To the extent permitted by law, we shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.
4. If you are a Business User, you and Stonewall shall each party shall act as a controller in common, in respect of any personal data disclosed from one party to the other party in connection with this Agreement. Each party shall comply with the requirements of Data Protection Legislation applicable to a controller in respect of such personal data.
5. Business Users will be able to see individual Authorised Users course starts, course completions, time spent completing the course and the Authorised Users email address.
5. Members rate prices
1. You shall pay the Module Fees to us for the User Subscriptions in accordance with this Clause 5.
2. The Module Fees shall be as set out at the following link: www.stonewall.org.uk/e-learning
3. You shall pay the Module Fees (plus any VAT) through our website or you may request an invoice. Where you have requested an invoice from us, you shall pay each invoice submitted by us within 30 days of receipt to a bank account nominated in writing by us from time to time.
4. You shall only receive access to the Module once payment is received by us.
5. All amounts and fees stated or referred to in this Agreement:
a) shall be payable in pounds sterling;
b) are non-cancellable and non-refundable unless otherwise agreed between the parties in writing; and
c) are exclusive of value added tax.
6. There are certain discounts to the Module Fees available for Stonewall School and College Champion and Children and Young People’s Services (CYPS) Champion members (“Members”). If you pay a discounted Module Fee without being a Member that is entitled to this discount and we become aware of this, we reserve the right to immediately withdraw your access to the Module and/or seek reimbursement of the difference between the discounted Module Fee that you paid and the Module Fee that was properly payable by you.
6. Intellectual Property Rights and Confidetiality
1. You acknowledge that we and/or our licensors own all intellectual property rights in the Module and the Documentation throughout the world, and, except as expressly stated herein, this Agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Module or the Documentation.
2. Subject to Clauses 6.3 and 6.4, each party will not:
a) divulge or communicate to any person, firm, business entity or other organisation;
b) use for its own purposes; or
c) through any failure to exercise due care and diligence, cause any unauthorised disclosure of, any Confidential Information of the other party which comes to its attention in connection with this agreement or otherwise.
3. The obligations of confidentiality contained in Clause 6.2 will not apply to any information which the party under the relevant obligation can show:
a) is in, or at any time comes into, the public domain, other than by a default of the relevant party, its employees, officers or agents;
b) was known to it prior to entering into this agreement and which is not covered by any obligation of confidentiality or non-use owed by it to a party to this agreement or to a third party from whom the information was obtained;
c) is made available to it during the period of this agreement or thereafter by a third party without any obligation of confidence; or
d) is required to be disclosed by law, any regulatory authority, any court of competent jurisdiction.
4. Each party will ensure that the Confidential Information of the other party is disclosed to its employees, directors and/or officers on a need to know basis only. Each party will ensure that its employees, directors and/or officers to whom the Confidential Information of the other is disclosed, are made aware of the confidential nature thereof and comply at all times with the terms of this Clause 6.
7. Our obligations
1. We warrant that the Module will perform substantially in accordance with the functions as described to you on our website, and that our website correctly describes the operation of the Module in all material respects.
2. The warranty does not apply:
a) if the defect or fault in the Module results from you having altered or modified the Module;
b) if the defect or fault in the Module results from you having used the Module in breach of the terms of this Agreement.
3. We do not warrant that:
a) your use of the Module will be uninterrupted or error-free;
b) that the Module, Documentation and/or the information obtained by you through the Module will meet your requirements; or
c) the Module will be free from Vulnerabilities.
4. We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Module and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
5. If you notify us in writing of any defect or fault in the Module as a result of which it fails to perform substantially in accordance with our description, we will, at our sole option, either repair or replace the Module, provided that you give us proof of purchase and make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.
6. This Agreement shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
7. If you are a Personal User, Clause 7.1 is in addition to and without prejudice to your legal rights in relation to the Module where it is is faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
8. If you are a Business User, the Module and the Documentation are provided to the you on an "as is" basis, and any condition, warranty, representation or other term concerning the supply of the Module and Documentation which might otherwise be implied into, or incorporated in, this Agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
8. Your obligations
1. You shall:
a). provide us with:
i) all necessary co-operation in relation to this Agreement; and
ii) all necessary access to such information as we may reasonably require;
in order to provide the Module, including but not limited to Customer Data, security access information and configuration services;
b) without affecting your other obligations under this Agreement, comply with all applicable laws and regulations with respect to your activities under this Agreement;
c) carry out all other responsibilities set out in this Agreement in a timely and efficient manner;
d) where you are a Business User, ensure that your Authorised Users use the Module and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement; and
e) where you are a Business User, obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform our obligations under this Agreement, including without limitation in relation to the provision of the Module.
9. No misuse of content
1. You acknowledge that the content of the Module and the Documentation is the property of Stonewall, and you (and, if you are a Business User, your employees) agree not to use or recreate, reproduce or republish (including, but not limited to, by way of a screenshot) any of this content in a misleading, offensive or otherwise derogatory manner.
2. If we reasonably suspect or become aware of any misuse of our content referred to in Clause 9.1 above, notwithstanding our rights under Clause 11.2, we are entitled to suspend your access to the Module and/or terminate this Agreement immediately by written notice to you.
10. Our responsibility for loss or damage suffered by you
1. Subject to Clause 10.2(c) or 10.3(b), our maximum aggregate liability under or in connection with this Agreement whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the sum of £1,000.
2. If you are a Personal User:
a) We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Agreement or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time this Agreement was made, both we and you knew it might happen.
b) We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
c) When we are liable for damage to your property. If defective digital content that we have supplied damages a device or digital content belonging to you, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow our instructions in relation to use of the Module.
3. If you are a Business User:
a) We only supply the Module and Documents for internal use by your business, and you agree not to use the Module or Documents for any re-sale purposes.
b) We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement for: (i) loss of profits, sales, business, or revenue; (ii) business interruption; (iii) loss of anticipated savings; (iv) loss or corruption of data or information; (v) loss of business opportunity, goodwill or reputation; (vi) increased expenses of operation; (vii) claims of third parties; or (viii) any special, indirect or consequential loss, damage, charges or expenses, in each case whether indirect or direct and howsoever caused and regardless of whether we have been advised of the possibility of such damages or such damages are foreseeable.
c) Nothing in this Agreement shall limit or exclude our liability for:
i) death or personal injury resulting from our negligence;
ii) fraud or fraudulent misrepresentation;
iii) any other liability that cannot be excluded or limited by English law.
d) This Agreement sets out the full extent of our obligations and liabilities in respect of the supply of the Module and Documentation. Except as expressly stated in this Agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us.
e) You shall indemnify, defend and hold us harmless from and against any and all liabilities, costs, expenses, damages, losses, actions and the like arising from or relating to any third party claims, actions or other legal proceedings resulting from the your use of the Module, except to the extent such claim, action or proceeding is the direct result of our negligence or willful misconduct.
4. You acknowledge that the Module has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Module meet your requirements.
1. This Agreement shall automatically terminate on expiry of the Subscription Term.
2. We may terminate this Agreement immediately by written notice to you if:
a) you commit a material or persistent breach of this Agreement which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so; or
b) if you are a Business User, you are subject to an Insolvency Event.
3. Upon termination for any reason:
a) all rights granted to you under this Agreement shall cease; and
b) you must cease all activities authorised by this Agreement.
4. We may terminate this Agreement at any time without cause. In the event of termination under this Clause 11.4, we will refund to you a prorated sum reflecting the number of days for which you are licensed to access the Module following termination.
1. On termination or expiry of this Agreement, the following clauses shall continue in force: Clause 1 (Interpretation), Clause 6 (Intellectual property rights), Clause 9 (No misuse of content), Clause 10 (Our responsibility for loss or damage suffered by you), Clause 11.3 (Consequences of termination), Clause 15.6 (Waiver), Clause 15.5 (Severance), and Clause 15.8 (Governing law & Jurisdiction).
2. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
13. Communications between us
1. If you wish to contact us in writing, or if any condition in this Agreement requires you to give us notice in writing, you can send this to us by email or by pre-paid post to Education and Youth Team, Stonewall Equality Limited at 192 St John Street, London EC1V 4JY or to firstname.lastname@example.org. We will confirm receipt of this by contacting you in writing, normally by email. If we have to contact you, we will do so by email or by pre-paid post to the address you provided in accordance with your order for the Module.
2. If you are Personal User, if we have to contact you or give you notice in writing, we will do so by email or by pre-paid post to the address you provide or confirm to us at the time of your order for the Module.
3. If you are a Business User, If we have to contact you, we will do so by email or by pre-paid post to the address you provided in accordance with your order for or registration of the Module. Any notice:
a) given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and
b) given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.
14. Events outside our control
1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in Clause 14.2.
2. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks that are not within our control.
3. If an Event Outside Our Control takes place that affects the performance of our obligations under this Agreement:
a) 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; and
b) we will use our reasonable endeavours to find a solution by which our obligations under this Agreement may be performed despite the Event Outside Our Control.
1. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under this Agreement.
2. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
3. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
4. Each of the Clauses of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
5. If we do not insist immediately that you do anything you are required to do under this Agreement, or if we delay in taking steps against you in respect of your breaching any provision of this Agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
6. If you are a Business User, this Agreement constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
7. These terms are governed by the laws of England and Wales.
a) If you are a Personal User, you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
b) If you are a Business User, we both irrevocably agree to the exclusive jurisdiction of the English courts.