BuiltIntelligence

Terms and conditions

General Terms and Conditions

 

Please read these terms of use carefully, they contain important information about your rights and obligations. You can print out these terms and conditions by clicking on the print icon on your browser.

 

Introduction

 

Please read this Agreement carefully before attempting to subscribe to or access the online materials and information available on the website (the ‘Online Service’) operated Built Intelligence Limited (‘our’, ‘we’ or ‘us’) (Company number: and VAT number: ) which includes all its parents, subsidiaries, and other affiliates.  In particular, we draw your attention to Applicability of Online Materials and Liability.

These terms apply regardless of whatever user device you are using (including desktop, laptop or mobile web browser, digital television, mobile phones, mobile apps, etc.

By subscribing to or accessing the Online Service you agree to be legally bound by these terms and conditions as they may be modified and posted on our website from time to time.

 

If you do not wish to be bound by these terms and conditions, then you may not subscribe to the Online Service.

 

Nature of our website

 

Please note that our website is available only to individuals that can form legally binding contracts under applicable law. As a business and commercial service, this website is not intended for use by minors. If you do not qualify, please leave our website now.

 

Conditions of access to the Online Service

 

Free access without registration is permitted to the Online Service on a limited basis. Further access to the Online Service may be granted to you following registration, which is also free of charge.  Full access to the Online Service is only available to subscribers.  For full details of access and available subscription packages please consult our websites.

When you access, register or subscribe to the Online Service, Built Intelligence Ltd grants you a non-exclusive, non-transferable licence to use the Online Service to the extent set out in above. This licence to use the Online Service (‘Materials’) is granted on the terms and conditions of this Agreement and any additional conditions applicable to particular Materials, as set out here (‘Additional Conditions’).

 

If any part of the Additional Conditions is inconsistent with any provision of this Subscription Agreement, the Additional Conditions will prevail, but only to the extent of the inconsistency.

 

In relation to the Online Service:

  1. a) you may:
  1. b) you may not:

 

Unless otherwise specified in the Additional Conditions, the Materials are presented solely for your private, personal and non-commercial use, and may not be re-sold.

We may terminate or suspend your use of the Online Service at any time if you are found in breach of any of these terms or the Additional Conditions. In these circumstances you will not be entitled to any refund.

 

Payment

 

To subscribe to our Online Service you will need to follow our subscription procedures set out on our websites.

 

You may pay by credit or debit card, direct debit or at the time of your subscription request. You may also ask us to invoice you for the cost of your subscription. Your payment will cover access to the Online Service for the period specified on the order form. The price of any subscription is the price in force at the date and time of your order. We may change the price of any subscription before you place a subscription request. We try to ensure that our prices displayed on our website are accurate but the price on your order will need to be validated by us as part of the acceptance procedure. We will inform you if a subscription’s correct price is higher than that stated in your subscription request and you may cancel the order and decide whether or not to subscribe to the Online Service at the correct price. The prices are inclusive of applicable taxes.

 

We are entitled to refuse any subscription request placed by you. If your subscription request is accepted, we will confirm acceptance to you by online electronic means (‘Confirmation’) to the email address you have given us on registration or on ordering. The subscription to the Online Service will be made available to you on Confirmation. Making the Online Service available to you on Confirmation constitutes performance of our services.

You undertake that all details you provide to us for the purpose of subscribing to the Online Service will be correct, that the credit or debit card, or any electronic cash, which you use is your own and that there are sufficient funds or credit facilities to cover the cost of any subscription. We reserve the right to obtain validation of your credit or debit card details before providing you with any goods or services.

 

Cancellations and Refunds

 

We warrant that:

If the Materials made available to you via the Online Service are not what you ordered, on notification by you in writing or by email to the Company, the Company may, at its option, cancel your subscription and provide you with a refund or supply you with replacement Materials.

 

You may cancel your subscription to any part of the Online Service at any time by sending us a notice in writing (including email) and we will refund any unused portion of your subscription.  We will endeavour to process all cancellation requests as quickly as possible following receipt but in any event within fourteen (14) days and all refunds will be paid as soon as possible, but in any event within thirty (30) days.

 

If you have any complaints, you should direct them to us via email at webservices@builtintelligence.com or by post at our registered offices.

 

Modifications to the Online Service

 

We reserve the right to make changes or corrections, alter, suspend or discontinue any aspect of the Online Service, including your access to it. Unless explicitly stated to the contrary any new features will be subject to these terms and conditions. Please note that although we try to ensure that the content of our website and/or the Online Service is accurate, our website and/or the Online Service may contain typographical errors or other inaccuracies.

 

Information you provide

 

The following applies to any information you provide to us, for example, during any registration or subscription process.

  1. a) All personal information provided to us will be handled in accordance with our Privacy Policy
  2. b) If you obtain or choose to buy services through our website then we may collect information about your buying behaviour and if you send us personal correspondence such as emails or letters or post reviews or other messages on the bulletin boards or in the chat areas then we may collect this information into a file specific to you (together, the various purposes set out in this paragraph and in our privacy policy shall be known as ‘the Purposes’). All such information collected by us shall be referred to in these terms and conditions as ‘Personal Information’.
  3. c) You must ensure that the Personal Information you provide is accurate and complete and that all registration details (where applicable) contain your correct name, address and other requested details. For more information about how we deal with your Personal Information, please read our privacy policy.

 

By accepting these terms and conditions, you agree to the processing and disclosure of the Personal Information for the Purposes. If you would like to review or modify any part of your Personal Information then you should email us at webservices@builtintelligence.com

 

Security

 

You are solely responsible in all respects for all use of and for protecting the confidentiality of any username, email verification and password that may be given to you or selected by you for access to the Online Service. You may not share these with or transfer them to any third parties. You must notify us immediately of any unauthorised use of them or any other breach of security regarding our website that comes to your attention.

 

Applicability of online materials

 

Where Materials published in the Online Service are supplied by third parties, you understand that we do not control or endorse their contents in any way. All Materials which are offered by third parties, are published in good faith but we do not (to the extent permitted by applicable law) accept responsibility for the accuracy or otherwise of those Materials (on or off-line) and the use of those Materials. You assume total responsibility and risk for your use of the Materials and the Online Service.

 

We have used our best endeavours to ensure that all Materials comply with UK laws. However, we make no representations that the Materials and the Online Service are appropriate or available for use in locations outside the UK. Those who visit our website from other locations do so on their own initiative and are responsible for compliance with all applicable laws. If use of our website and/or viewing of it, or use of any material or content on our website or services, or products offered through our website are contrary to or infringe any applicable law in your jurisdiction(s), you are not authorised to view or use our website and you must exit immediately.

 

We make no warranties, express or implied that making the Materials and the Online Service available in any particular jurisdiction outside the UK is permitted under any applicable non-UK laws or Regulations. Accordingly, if making the Online Service, the Materials or any part available in your jurisdiction or to you (by reason of nationality, residence or otherwise) is prohibited, the Online Service or the relevant Materials are not offered for subscription by you. You accept that if you are resident outside the UK, you must satisfy yourself that you are lawfully able to subscribe to the Online Service. We accepts no liability, to the extent permitted by applicable law, for any costs, losses or damages resulting from or related to the access or attempted access of the Online Service by persons in jurisdictions outside the UK or who are nominees of or trustees for citizens, residents or nationals of other countries.

 

Copyright and monitoring

 

The contents of the Online Service are protected by international copyright laws and other intellectual property rights. The owner of these rights is Built Intelligence Limited, our affiliates or other third party licensors. All product and company names and logos contained within our website or the Online Service are the trademarks, service marks or trading names of their respective owners, including us.

 

Linked websites

 

We make no representations whatsoever about any other websites which you may access through the Online Service. When you access any other website you understand that it is independent from us and that we have no control over the content or availability of that website. In addition, a link to any other website does not mean that we endorses or accepts any responsibility for the content, or the use of, such a website and shall not be liable for any loss or damage caused or alleged to be caused by or in connection with use of or reliance on any content, goods or services available on or through any other web or resource. Any concerns regarding any external link should be directed to its website administrator or web master.

 

Availability of the online service

 

We will try to make the Online Service available but cannot guarantee that the Online Service will operate continuously or without interruptions or be error free and can accept no liability for its unavailability. You must not attempt to interfere with the proper working of the Online Service 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.

 

Liability

 

Except as set out in our cancellation and refund conditions above, our liability for losses you suffer as a result of us breaking this agreement including deliberate breaches is strictly limited to the purchase price of the Materials and any losses which are a foreseeable consequence of us breaking the agreement. Losses are foreseeable where they could be contemplated by you and us at the time your order is accepted by us.

This does not include or limit in any way our liability:

(a)                  For death or personal injury caused by our negligence;

(b)                  Under section 2(3) of the Consumer Protection Act 1987;

(c)                  For fraud or fraudulent misrepresentation; or

(d)                  For any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

We are not responsible for indirect losses which happen as a side effect of the main loss or damage and even if such losses result from a deliberate breach of these Terms by us that would entitle you to terminate the contract between us, including but not limited to:

(a)                  loss of income or revenue

(b)                  loss of business

(c)                  loss of profits or contracts

(d)                  loss of anticipated savings

(e)                  loss of data

(f)                   loss of data, or

(g)                  waste of management or office time however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable;

provided that this clause shall not prevent claims for loss of or damage to your tangible property that is unlawful or any other claims for direct financial loss that are not excluded by any of categories (a) to (g) inclusive of this clause.

 

You are responsible for ensuring that your computer system meets all relevant technical specifications necessary to use the Online Service and is compatible with our website. You also understand that we cannot and do not guarantee or warrant that any material available for downloading from the Online Service will be free from infection, viruses and/or other code that has contaminating or destructive properties. You are responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy your particular requirements for the accuracy of data input and output.

 

General

 

We may, but you may not, assign any rights and/or transfer, sub-contract or delegate any obligations under these terms and conditions, and/or charge or deal in any other manner with these terms and conditions or any of our respective rights or obligations. Any purported assignment, transfer, sub-contracting, delegation, charging or dealing in contravention of this clause shall be ineffective. These terms and conditions are personal to you and are entered into by you for your own benefit and not for the benefit of any third party.

 

These terms and conditions together with the privacy policy, the Additional Conditions, any subscription request form and payment method instructions, if any, are the whole agreement between you and us. You acknowledge that you have not entered into this agreement in reliance upon any statement, warranty or representation made by us or any other person and you irrevocably and unconditionally waive any rights to claim damages and/or to rescind these terms and conditions by reason of any misrepresentation (other than a fraudulent misrepresentation) that is not contained in the terms and conditions, privacy policy, order form and payment method instructions.

 

If any provision or term of these terms and conditions shall become or be declared illegal, invalid or unenforceable for any reason whatsoever, such term or provision shall be divisible from the other terms and conditions and shall be deemed to be deleted from them.

These terms and conditions and your use of our website are governed by English law and you submit to the non-exclusive jurisdiction of the English court.

Except in respect of a payment obligation, neither you nor Built Intelligence Limited will be held liable for any failure to perform any obligation to the other due to causes beyond your or our respective reasonable control.

Failure or delay by either party enforcing an obligation or exercising a right under these terms and conditions does not constitute a waiver of that right or remedy.

These terms and conditions do not confer any rights on any person or party (other than you and/or us) pursuant to the Contracts (Rights of Third Parties) Act 1999.

 

Notices

 

All notices shall be given:

(a)   to us via email at webservices@builtintelligence,com

 or by post at our registered office; or

(b)  to you at either the email or postal address you provide during any ordering process.

Notice will be deemed received when an email is received in full (or else on the next business day if it is received on a weekend or a public holiday in the place of receipt) or three (3) days after the date of posting.

 

Replacement

 

These terms and conditions replace all other terms and conditions previously applicable to the provision of the Online Service.

 

Acceptable Use Policy

 

Your use of the Online Service means that you accept, and agree to abide by, all the policies in this acceptable use policy, which supplement our terms of website use

Prohibited uses

You may use our site only for lawful purposes.  You may not use our site:

 

You also agree:

 

Interactive services

 

We provide interactive services on our site, including, without limitation:

(interactive services).

 

Where we do provide any interactive service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).

 

We will do our best to assess any possible risks for users (and in particular, for children) from third parties when they use any interactive service provided on our site, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on our site, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.

 

Our Online Services are not provided for use by minors and accordingly, minors should not use our interactive services.

 

Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.

 

By making available any User Content through the website and Online Services, you hereby grant to us a worldwide, non-exclusive, transferable, assignable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, publicly display, publicly perform, transmit, stream, broadcast, make available, communicate to the public, and otherwise use and exploit (collectively, “Use”) such User Content only on, through or by means of the website and the Services. We do not claim any ownership rights in any such User Content and nothing in these terms of use will be deemed to restrict any rights that you may have to use any such User Content.  The license granted by you with respect to any User Content, including, but not limited to, any comments regarding any aspect of the Online Services or communications with another user of the Online Services, will be perpetual and irrevocable.  Notwithstanding the preceding sentence, you hereby acknowledge and agree that Built Intelligence Limited shall not be liable for any uses of your User Content by any third party that had access to your User Content during the period in which your User Content was available on or through the Services.

 

You acknowledge and agree that you are solely responsible for all User Content that you make available through the Site or Services. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all User Content that you make available through the website or Online Services or you have all rights, licenses, consents, and releases that are necessary to grant to Built Intelligence Limited the rights in such User Content, as contemplated under these terms of use; (b) neither the User Content nor your accessing, posting, submission or transmittal of the User Content or Built Intelligence Limited’s use of the User Content (or any portion thereof) on, through or by means of the website and the Online Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; and (c) no payments of any kind shall be due to any third party, whether a copyright owner or an agent thereof, for any use made of the User Content (or any portion thereof) on, through or by means of the website and the Online Services.

 

Interactions between Users

 

You are solely responsible for your interactions (including any disputes) with other users. You understand that Built Intelligence Limited does not in any way screen Built Intelligence Limited users. You are solely responsible for, and will exercise caution, discretion, common sense and judgment in, using the Site and Services and disclosing personal information to other Built Intelligence Limited users. You agree to take reasonable precautions in all interactions with other Built Intelligence Limited users, particularly if you decide to communicate with Built Intelligence Limited user offline or meet them in person. Your use of the Site, Services, Built Intelligence Limited Content, and any other content made available through the Site or Services is at your sole risk and discretion, and Built Intelligence Limited hereby disclaims any and all liability to you or any third party relating thereto. Built Intelligence Limited reserves the right to contact Built Intelligence Limited users, in compliance with applicable law, in order to evaluate compliance with the rules and policies in these Terms of Use. You will cooperate fully with Built Intelligence Limited to investigate any suspected unlawful, fraudulent or improper activity via the Online Services.

 

Content standards

 

These content standards apply to any and all material which you contribute to our website and Online Services, and to any interactive services associated with it.

You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of any contribution as well as to its whole.

 

Contributions must:

 

Contributions must not:

 

Suspension and termination

 

We will determine, in our discretion, whether there has been a breach of this acceptable use policy through your use of our Online Services.  When a breach of this policy has occurred, we may take such action as we deem appropriate.

Failure to comply with this acceptable use policy constitutes a material breach of the terms of use upon which you are permitted to use our site, and may result in our taking all or any of the following actions:

 

We exclude liability for actions taken in response to breaches of this acceptable use policy.  The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.

 

We may also remove contributions upon receipt of a Take Down Notice (see below).  Where this occurs we shall notify you of the complaint made and in our discretion we may seek further information from you in order to enable us to decide whether to remove your contribution permanently or to reinstate it.

 

Changes to the acceptable use policy

 

We may revise this acceptable use policy at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are legally binding on you. Some of the provisions contained in this acceptable use policy may also be superseded by provisions or notices published elsewhere on our site.

 

Notice and Take Down

 

If any content, including Contributions made by registered users, within the Online Services breaches your intellectual property rights, is defamatory, an invasion of your privacy or otherwise offensive to you, you should notify us immediately by sending us a Take Down Notice by email to: webservices@builtintelligence.com stating the nature of your concern, any background necessary for us to understand your concern and a link to the relevant Material. 

 

Upon receipt of a Take Down Notice we shall review the relevant Material as quickly as we are able and if we deem it appropriate remove the Material from our Online Services. Where the relevant Material has been submitted by a user of our site, we may contact that user to inform them of your complaint and may provide a copy of that complaint (but not your personal contact details) to them.  We will contact you to inform you of what action we have (or have not) taken.

 

Fair Use of Content

 

The following guidelines set out the basis on which you may reproduce excerpts or summaries of Online Content:

You may not republish or distribute the full text of any article, but you may reproduce an extract or produce your own summary provided that the extract or summary is no more than 10% of the length of the original article and in any case no longer than 50 words.

 

Any summary or extract must acknowledge the original author (if listed) and BuiltIntelligence as the source, and words “BuiltIntelligence” must contain a hyperlink back to the original article.

Where an extract is taken, you may not alter the text unless you make clear with standard annotations that edits have been made.  You may not insert additional hypertext links into extracts.

 

No more than three articles per week of BuiltIntelligence may be used and/or one article per day.

 

A breach of these additional terms constitutes a breach of this agreement which may be terminated without further notice to you as well as constituting breach of copyright which may be separately actionable.

 

If you wish to make further use of our content, please contact us to discuss a commercial license.

 

Making an Online Purchase of ELearning Courses

 

Making an online purchase could not be easier.  Just click on the Buy Now Button and you will then be prompted to enter additional details to process your order. Payments will be processed in Pounds Sterling (British Pounds). For orders made from the UK or the European Union, VAT is added.  Our VAT Registration number is: Awaiting approval

Terms and Conditions apply.  See BI ELearning and Blended Learning Content -Terms of Online Purchase, below.

 

Order Processing

 

After placing your order, our payment gateway partner will send you a confirmation email along with a receipt.  They will perform an authorisation for 100% of the order amount on your credit card, but this will not be charged until your order has been processed by BI.  In the case of any change of price or problem, we will always contact you first to discuss the issue.

 

Under normal circumstances we aim to process your order within 5 business days.   Please allow up to 10 days for delivery.  We will email you with full details on the fulfilment of your order and a point of contact for enquiries.  For ELearning orders which do not require manuals, books or exams, these will normally be despatched using an Access Key to our Learning Management System (LMS) which will be sent by email, with instruction on how to access your elearning.

 

If your item is not in stock, we will back order for you. You will always be emailed with the option to cancel your order if you would rather not wait.

 

Privacy and Security

 

Our payment gateway partner and BI take the privacy of your information seriously.  Your payment information and delivery addresses can be saved in your BI Account to make future purchases more convenient and secure. Our payment gateway partner guarantees that:

BI will have access to your address and/or telephone number, as necessary to complete your transaction.

 

Returns Policy

 

Your rights to return goods are protected under the EU Distance Selling Directive which can be found at http://www.hmso.gov.uk/si/si2000/20002334.htm

 

eLearning and Blended Learning Content - Terms of Online Purchase

 

This contract is in respect of eLearning products ("Content") and/or use of BI Virtual Platform (learning management system) only ("Content Services").  Other associated services (if any) will be the subject of separate Terms and Conditions as published elsewhere on the BI website www.builtintelligence.com.

 

Specific Terms

 

Content Services

 

Content Licensing provides you with physical access to content for personal use or deployment to your employees or students, as applicable in accordance with the number of licenses to use the Content that you have purchased.   Access to the Content may be via BI Virtual Platform or via a portable memory device such as a USB flash memory stick, supplied by BI under these Terms of Online Purchase, in accordance with the option chosen at the time of purchase.

 

BI Virtual Platform is a web delivered learning management system accessed through standard web-browsing programs.  Following the purchase of an online version of BI ELearning or Blended Learning Content you will receive password protected access to BI Virtual Platform enabling you to use the specific Content as described in the relevant product description on BI's web site, www.builtintelligence.com.

 

Where access to the Content via BI Virtual Platform is purchased, the initial term of the Content Service identified above shall be for 12 months from the effective date, which for the purpose of online purchases shall be the date when BI charges the credit card account used for payment.  Upon completion of the initial term, the applicable Content Service may be renewed or extended as mutually agreed in writing.

 

Where access to the Content via a portable memory device is purchased, the term of the Content Service shall be defined by the product.

 

BY CONFIRMING AN ORDER THROUGH THE ONLINE PROCESS THE OWNER OF THE CREDIT CARD USED IN THE PURCHASE AGREES TO THE SPECIFIC TERMS SET FORTH ABOVE AS WELL AS THE TERMS AND CONDITIONS SET FORTH IN ALL EXHIBITS APPLICABLE HERETO.  THIS AGREEMENT SHALL BE EFFECTIVE UPON THE EFFECTIVE DATE STATED ABOVE.

 

General Terms and Conditions

 

Definition of Agreement

 

The first page of this Agreement (the "Specific Terms"), these General Terms and Conditions, and all other Exhibits applicable hereto, which may be entered into hereunder (together, this "Agreement") constitute the entire agreement between Customer and Built Intelligence Limited ("BI") regarding the Content Services identified in the Specific Terms.  The term of Agreement shall be as set forth in the Specific Terms. This Agreement supersedes all prior communications, agreements and understandings, whether oral or written, between the Customer and BI regarding the subject matter of this Agreement, and may only be amended in a writing signed by both parties. No provision in addition to or in conflict with this Agreement contained in any Customer purchase order or other document shall be binding on BI. In the event of any conflict between these Terms of Online Purchase and any other Terms and Conditions issued by BI in relation to services provided by BI, the latter shall have precedence.

 

Term

 

This Agreement shall commence upon the Effective Date set forth in the Specific Terms, and continue in effect as long as any Service covered by this Agreement has an effective term. The following sections of these General Terms & Conditions shall survive termination of this Agreement for any reason: Copyright, Export, Governing Law, Notices, Independent Contractor, No Waiver and Severability.

 

Copyright

 

Nothing in this Agreement constitutes a waiver of the rights of BI or any of its third party suppliers under copyright law in any jurisdiction, including the U.S. Copyright Act or international treaty.

 

No Assignment

 

Customer may not assign this Agreement without the prior written consent of BI and its third party licensors, if applicable, except to a purchaser of all or substantially all of Customer's assets (including by means of a merger or similar transaction).

 

Governing Law

 

This Agreement shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the exclusive jurisdiction of the English courts, without regard to conflict laws.

 

Notices

 

Notices and other communications hereunder shall be deemed given only when in writing, signed by or on behalf of the person giving the same, and either (i) personally delivered (with receipt acknowledged), (ii) sent by registered or certified mail, return receipt requested, postage prepaid, or (iii) sent by overnight next business day courier, as follows: if to Built Intelligence’s registered office for the Attention:  Legal Department; if to Customer, to the address set forth on the Specific Terms; or to either party at such other address as such party has specified by notice to the other party hereto.  All such notices and communications shall be effective (i) when received or receipt refused if delivered by personal delivery or overnight courier, or (ii) upon three days following deposit in the mail if given by certified or registered mail, when delivered to the above address.

 

No Waiver

 

Any waiver of the provisions of this Agreement or of a party's rights or remedies under this Agreement must be in writing signed by the waiving party to be effective.  Failure, neglect or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time will not be construed and will not be deemed to be a waiver of such party's rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party's right to take subsequent action.

 

Severability

 

If any term, condition or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavour in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement.  If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.

 

Content Service Terms & Conditions

 

Scope

These Content Service Terms and Conditions form a part of the Agreement to which they are appended, and, together with the Specific Terms and General Terms and Conditions, apply to Customer's use of the Content Service identified in the Specific Terms.

 

License Grant

 

BI hereby grants Customer a non-exclusive, non-transferable, non-assignable license to use the content made available to Customer through the applicable Content Service ("Content") only in connection with the training of the Customer as an individual, authorised Customer employees or students, as applicable, who have received a valid ID or Access Key from BI Ltd or who have been supplied the Content in an unused BI-authorised package containing a portable memory device (such as a USB flash memory stick) purchased directly from BI ("Authorised End-Users"). In the case of access to BI Virtual Platform, Customer may only access the Content via standard web browser. Customer shall use reasonable efforts consistent with industry standards to block access to the Content except to Authorised End Users.  Any information, data or files relating to Content that may reside in a World Wide Web browser cache as the result of an Authorised End-User gaining access to the Content may not be used for any purpose other than for training of such person.

 

License Restrictions

 

Customer shall not: (a) use the Content Service for a service bureau, facilities management, time-sharing arrangement or other similar arrangement, or rent, lease, assign, resell, distribute or sublicense the Content Service or any software used in connection with the Content Service ("Software") to any third party; (b) modify, disassemble, translate, abridge, or otherwise created derivative work based on, decompile, reverse engineer or otherwise determine or attempt to determine or have or attempt to obtain access to, the source code or internal design of the Content Service, Software, or Content or any other text, multimedia images (graphics, audio and video), data and other information provided by BI in connection with the Content Service (collectively, the "Licensed Materials"); (c) remove, alter or otherwise modify any copyright or other legal notices contained in the Licensed Materials; (d) knowingly transmit or distribute the Licensed Materials, nor permit the Licensed Materials to be downloaded for use other than as specified herein.  (e) allow unsecured access to the Licensed Materials; (f) grant or permit access to the Content Service by anyone other than an Authorised End User; or (g) permit the sharing of Authorised End User IDs by multiple end-users except in the case of termination of employment  (for corporate and similar business customers) or student status other than as a result of graduation (for education customers), in which case an Authorised End User ID and any Content Services associated with that ID may be reassigned to another Authorised End User.

 

Changes to Online Content

 

Notwithstanding anything to the contrary in this Agreement, BI reserves the right in its sole and absolute discretion and without notice to Customer to change the Content provided under this agreement, provided that if any such changes materially and adversely affect Customer's Content Services hereunder, Customer shall be entitled to terminate this Agreement with respect to such Content Service, and receive a refund of all amounts paid by Customer attributable to such Content Service for the period of time after termination.

 

Term & Termination

 

The term of this Agreement with respect to Content Services shall commence on the date set forth in the Specific Terms, and continue in force as provided in the Specific Terms. Either party may terminate this Agreement with respect to any Content Services upon 30 days' written notice to the other party for material breach by the other party if such breach is not cured within such 30 day period.  Notwithstanding the foregoing, all Content Services then in effect will automatically terminate immediately upon either party becoming the subject of any bankruptcy, liquidation, receivership or similar proceedings, making an assignment for the benefit of its creditors, or becoming unable to pay its debts as they become due, provided such event is not cured within thirty (30) days of the date the other party first became aware of any of the conditions listed. In the event of a termination by Customer as a result of a material breach by BI, BI shall refund any amount previously paid by Customer attributable to the affected Content Services for the period following termination. In addition to the foregoing, if Customer fails to make any scheduled Content Service payment in full and fails to cure such payment default within 30 days after notice by BI, all scheduled payments for such Content Service shall automatically become immediately due and payable.  No expiration or termination due to Customer's breach of this Agreement shall affect Customer's obligation to pay to BI the total Content Service fee commitment set forth in this Agreement.  Upon termination, Customer shall not retain any rights in or to the Licensed Materials, shall immediately cease all use of the Content Services and related Content (including the Licensed Materials and the Software) and delete any Licensed Materials or Software in its possession or control. The following sections of these Content Service Terms & Conditions shall survive termination of this Agreement for any reason: License Restrictions, Records & Audit Rights, Proprietary Rights, Indemnity, Confidentiality.

 

Proprietary Rights

 

Notwithstanding anything to the contrary contained in this Agreement, the Licensed Materials, Software, and the Content Services are the property of BI and or its third party licensors. Built Intelligence logo are trademarks of BI or its third party licensor.  Except as expressly stated herein, BI does not grant Customer any intellectual property or other rights in the Licensed Materials, the Software or the Content Services.

 

Representations and Warranties

 

BI represents and warrants that: it possesses all rights necessary to grant the rights granted to Customer by this Agreement; and the Licensed Materials do not and will not infringe any patent, trademark, copyright, privacy rights, publicity rights or other proprietary right of any third party.  Customer represents and warrants that: it will use best efforts to ensure that BI's rights in the Content Services and the Licensed Materials are protected and respected; it will exercise due diligence to obtain all necessary rights in the software or other products which are the subject matter of any tutorial or other Licensed Materials; and that the upload and use of any Customer-provided materials will not violate the copyright or other legal rights of any person or entity.

 

Disclaimer of Warranties; Limitation Of Liability and Remedy

 

Except as expressly provided herein, the content services, the software and the licensed materials are provided to customer 'AS IS' without warranty of any kind, BI and its third party content suppliers expressly disclaim all warranties, either express or implied, including, but not limited to, performance, merchantability, and fitness for a particular purpose or any implied warranty arising by usage of trade course of dealing or course of performance. BI does not warrant that the content is or will be accurate or error-free or meets or will meet customer's or any user's requirements. In no event will BI or any of its third party content suppliers be liable for indirect, special, incidental, consequential, or punitive damages, damages for loss of profits, loss of use, business interruption, loss of data or other pecuniary loss, arising out of the use or inability to use the content and/or the content services, even if advised of the possibility of such damages. This limitation shall apply notwithstanding any failure of the essential purpose of any limited remedy provided herein. In no event shall the liability of BI or any of its third party suppliers in respect of the access to and/or use of the content services and/or the content exceed the amount of the content service fees paid hereunder. Nothing in this Agreement shall exclude or limit the liability of either party to the other party for death or personal injury caused by its negligence. If all or any part of the Content becomes, or in BI's opinion is likely to become, the subject of a claim of intellectual property infringement, BI shall have the right, at its option, either (a) to procure for Customer the right to continue using the Content, or (b) replace or modify the Content so that it becomes non-infringing or (c) if, after good faith efforts to achieve (a) and (b) above, such remedies are not reasonably available, terminate Customer's license with respect to infringing materials, and promptly give Customer a pro rata refund of the funds paid for the affected portion of the Content.

INDEMNITY. Each party shall indemnify, defend and hold the other, its affiliates and each of their officers, directors, employees, and agents harmless from, or at its option settle and/or pay, any and all actions, claims, damages, expenses (including reasonable attorneys' fees and other legal costs) and liabilities that arise from or relate to any third party claim arising out of any breach of a representation or warranty herein. Indemnification obligations hereunder shall be subject to the party seeking indemnification (a) promptly notifying the indemnifying party of a claim or threatened claim covered by such indemnification, (b) tendering sole control of the defence and settlement of such claim to the indemnifying party (provided that the indemnifying party shall not enter into any settlement agreement that adversely affects the indemnified party without the indemnified party's prior written consent) and (c) cooperating fully with such defence and/or settlement at the indemnifying party's expense.

 

Confidentiality

 

Each party will retain in confidence the terms of their agreement for Content Services and all other information and know-how of the other party disclosed to or acquired by such party ("Receiving Party") pursuant to or in connection with this Agreement which is either designated as proprietary or confidential or which, under the circumstances, ought in good faith to be treated as proprietary or confidential ("Confidential Information"); provided that each party may disclose the terms of this Agreement to its legal and financial consultants or representatives or funding sources as reasonably necessary in the ordinary course of its business, or as required by law.  Each party agrees to hold all Confidential Information in the strictest confidence using measures at least as great as those taken to protect its own confidential information of a similar nature.  Confidential Information will not include any information that: (a) was known by the Receiving Party prior to disclosure thereof by the other party; (b) was in or entered the public domain through no fault of the Receiving Party; (c) is disclosed to the Receiving Party by a third party entitled to make such disclosure; (d) is independently developed by the Receiving Party without reference to any Confidential Information of the other party; or (e) is ordered to be disclosed pursuant to a final binding order of a governmental agency or court of competent jurisdiction, provided that Receiving Party will provide prompt notice of such order to Disclosing Party and cooperate with and assist Disclosing Party in connection with obtaining a protective order at Disclosing Party's cost and expense.  Upon request, or upon any termination or expiration hereof, each party will return to the other all materials, in any medium, which contain, embody, reflect or reference all or any part of any Confidential Information of the other party.