Electra Learning – Terms and Conditions for Learning Services (UK)

Electra Learning – Terms and Conditions for Learning Services (UK)

Electra Learning Ltd whose registered address is 34 Albyn Place, Aberdeen, AB10 1YL who have agreed to carry out the work as defined in the attached scoping proposal (“Electra”, “we”, “us”, “our”).

Client is the entity that you represent, to which the attached scoping proposal and any subsequent contractual agreement for whom the services provided by Electra are being carried out for (“Client”, “you”).

All contract correspondence will either be hardcopy or e-mail between the Client and Electra Learning Ltd.

1. All information included in this quotation will be valid for a period of 30 days from the date on which the quotation is submitted.

2. All prices are in UK sterling and quoted exclusive of VAT at its current rate.

3. Fixed price elements of the scope of work will be invoiced upon the agreed start date of the project.

4. The start date of the project will be agreed on receipt of the Client’s purchase order.

5. For projects provided by us that are estimated to be under, or equal to, eighteen thousand pounds (£18,000), the full amount set out in of the scope of work will be invoiced at the agreed start date. The Client shall pay the invoice in full, without deduction or set-off, in accordance with clause 9.

6. For projects provided by us that are estimated to exceed eighteen thousand pounds (£18,000), if the agreed start date of the project is delayed for a period of 14 or more working days, a 50% of the estimated value set out in the scope of work will be invoiced by us and payable by the Client, in accordance with clause 9.

7.Subject to clause 5 and 6, for variable elements of the scope of work, i.e. training consultancy, delivery days or administration fees, invoices will be issued monthly in advance, based on agreed project dates. If additional work\course dates are scheduled, these will be invoiced monthly in arrears.

8. Subject to clause 5 and 6, invoices are submitted by Electra on the basis of: consultancy deliverables, agreed milestone payments, half or full days of training, support or coaching days provided, or project completion. The basis of invoicing is agreed with the client prior to work commencing and supported by timesheets or sign off documents as appropriate (i.e. if the Client requires signatures as the basis of invoicing).

9. Payment terms are 30 days from date of invoice unless otherwise indicated by an agreed payment schedule.

10. Work or consultancy required must be confirmed in writing by the Client, quoting a purchase/work order number or similar, or by signature of an Electra Letter of Agreement. Such confirmation must be received prior to any work being undertaken for the Client.

11. Cancellation charges are as follows:

Onshore Project work:

  • Schedule of Work\Course\Project Dates – 31 or more working days of date(s) booked – no charge.
  • Schedule of Work\Course\Project Dates – 30 or less working days notice – 100% of total planned course fees.
  • Additional days required out with Agreed Dates – 11 or more working days of date(s) booked – no charge
  • Additional days required out with Agreed Dates – 10 or less working days of date(s) booked – – 100% of total planned course fees.

Offshore / International (i.e. out with UK) work:

  • 16 or more working days of date(s) booked – no charge unless travel/accommodation is booked and non refundable.
  • 15 or less working days notice – 100% of total days booked i.e. total duration of planned trip.

12. If expenses\travel are incurred by Electra Learning Ltd, (when the Client requires consultancy or training out with normal office location, i.e. Aberdeen base), expenses will be charged as follows:

  • £0.45 per mile from nearest local Electra Learning Ltd office location to Client site.
  • Air/rail travel to be used where appropriate. (Business class is applicable for air travel for flights in excess of 8 hours).
  • Travel time in excess of 2 hours is charged at half the agreed daily rate; in excess of 4 hours, at the full agreed daily rate (See 10 below).
  • Consultant accommodation, travel and meals are the responsibility of the Client.
  • A 20% handling fee is charged on any bills settled by Electra Learning Ltd directly.
  • An allowance for UK overnight stays is chargeable at £20.00 per diem and non UK overnight stays at £80.00 per diem. An allowance for offshore overnight stays of £100.00 per night is included in the quoted offshore day rate, or should the Clients’ own overnight allowance be greater than £100.00 per night, their rate will be applicable and our offshore day rate adjusted accordingly.

13. Electra charges on the basis of half or full days completed. A full working day is regarded as a maximum duration of 7.5 hours per day (or the normal hours that the Client considers a ‘full working day’ if based at the Client’s UK premises) and a half day is regarded as between 1 and 4 hours duration. A full day rate charge will be incurred after 4 hours.  Where lunchtime training sessions are delivered i.e. between 11am and 2pm, this would incur a full day rate charge.  Work out with the normal working day will be charged at 1½ times the agreed day rate for evenings and Saturdays, and 2 times the agreed day rate for public holidays and Sundays.

14. Where consultancy\ training has been scheduled, but has been unavoidably cancelled, e.g. unable to return from \travel to offshore due to weather, the full day rate will be charged for each day, or part day.

15. Payment must be received within 30 days of the invoice date.  Invoiced amounts for any other supporting programme services are payable in full within 30 days. Electra reserves the right to charge interest on late payments at the then current rate specified under the Late Payment of Commercial Debts (Interest) Act (1998/2002) and may apply such charges at its discretion to any invoice which is Thirty (30) days overdue from the original invoice date.

16. Electra reserves the right to increase our rates annually based on the current rate of inflation or under exceptional circumstances applicable at the date of the increase. This increase will become applicable on 1st January each calendar year.

17. Learning and Performance Institute (LPI) – Electra is committed to providing training and learning of the highest quality to our clients. We recognise the standards of the LPI, the professional body for IT training in the UK and, as such, we abide by their Code of Practice for learning providers. One of the ways we ensure quality of delivery is through regular internal assessment; hence from time to time we will ask your permission for one of our senior training consultants to sit in on training courses we are delivering in order to assess the training consultant leading the course.

18. Where circumstances dictate, Electra reserves the right to alter published programmes, trainers, fees or venues without prior notice. In the event of a course being cancelled by Electra, a refund of the daily course rate will be applicable for credit where payment has been made, but no compensation will be paid for any additional costs incurred.

19. Where the training is to be carried out at the Client’s premises, both parties recognise that availability of adequate facilities, equipment and IT system access will be an essential requirement for delivery of the training.  Electra reserves the right to visit the training facility in advance of a course to ascertain its suitability for training delivery. If training is being carried out by Electra on the Client’s premises and adequate facilities are not made available or if Electra, for reasons outside Electra’s control, is prevented from making use of facilities that the Client is providing, then Electra reserves the right to charge for agreed training course dates even if not utilised.

20. For courses held at our venues, we will make every effort to accommodate special requirements that have been notified to us in writing in advance of the course.

21. Each party agrees not to solicit the employment of any of the staff or associates of the other party at any time engaged directly during the period where communications commenced regarding the provision of training services and for six months after the last date of training being provided. If either party breaches this condition then the soliciting party expressly agrees to pay the other, as a referral fee, a sum equal to six months gross salary offered by the new employer to the relevant member of staff or associate unless otherwise agreed in writing between the parties.

22. The parties agree to treat in confidence the other’s data communication and information which is marked confidential or which is by its nature clearly confidential. Both parties further agree not to disclose the same to any other person or entity except to its own employees under conditions of confidentiality and then only to the extent required for proper implementation and utilisation and the proper performance of training services being provided.

23. The Intellectual Property Rights (IPR) for the tailored content of the materials will be held by the Client, except for any generic content which is already available in the public domain.

24. Electra does not accept responsibility for anyone acting as a result of information or views expressed during its training courses, consultancy or development work.

E&OE

Electra Learning – eLearning Terms and Conditions (UK)

Terms and Conditions of End-User Licence for eLearning Deliverables produced by Electra Learning Ltd. (Please note, where a hosting and \ or LMS service is also provided, additional terms and conditions will require to be determined including details of a service level schedule).

Electra Learning Ltd whose registered address is 34 Albyn Place, Aberdeen, AB10 1YL who have agreed to carry out the work as defined in the attached scoping proposal (“Electra”, “we”, “us”, “our”).

Client is the entity that you represent, to which the attached scoping proposal and any subsequent contractual agreement for whom the services provided by Electra are being carried out for (“Client”, “you”).

1. Introduction

Where Electra has developed eLearning Content for the Client and the Client wishes to use the eLearning Content (as those terms are defined in these Terms and Conditions), and Electra is willing to grant the Client specific rights to the bespoke eLearning content created for the Client.

2. Interpretation

In these Terms and Conditions:

2.1. “The Acceptance Date” means the date on which the eLearning Content is deemed to have been accepted by the Client in accordance with clause 4;

2.2. “The Agreement” means the license agreement granted in accordance with these Terms and Conditions and any additional terms specified on the Invoice;

2.3. “Chargeable Fees” means the fees for any work developed and delivered whilst any employee of Electra is engaged in the provision of any services for the Client;

2.4. “Client Assets” means all documents, information and materials, including any trade marks, which are provided by the Client in connection with this Agreement;

2.5. “The Documentation” means the user guides, instruction manuals and other documents, whether in written or machine-readable form, issued by Electra if required and if applicable, from time to time for the Use of the eLearning Content;

2.6. “The eLearning Content” means the computer eLearning Content referred to in clause 1 particulars of which are specified in this proposal and any subsequent contract and invoicing, and includes all programs, algorithms, techniques, processes, methods, know-how and other information comprised in the system and all corrections, updates or improvements to the system which are issued by Electra from time to time;

2.7. “The eLearning Content Material” means any media containing or recording the eLearning Content or any part of it;

2.8. “The Fee” means the total of the fees as specified on the proposal, any subsequent contract and invoicing. Unless specified to the contrary all fees payable in accordance with the License are payable upon agreed Billing Stages;

2.9. “The Invoice” means the invoice provided by Electra specifying particulars of the License and the particulars form part of the License agreement;

2.10. “Intellectual Property Rights” means copyright, rights related to copyright such as moral rights and performers rights, patents, rights in inventions, rights in confidential information, know-how, trade secrets, trade marks, geographical indications, service marks, trade names, design rights, rights in get-up, database rights, databases, domain names, business names, rights in computer software, the right to sue for infringement, unfair competition and passing off, and all similar rights of whatever nature wherever in the world arising and, in each case (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; and (e) wherever existing;

2.11. “Normal Office Hours” means 8am to 4pm Monday to Friday or as otherwise agreed with the client, excluding any day on which the Banks in either England or Scotland are closed;

2.12. “The Password” means a password or code supplied by Electra to the Client if required, to enable the Client to use the eLearning Content;

2.13. “The Prototype” means such part of the eLearning Content as is designed to give an illustration to a potential Client of the capabilities of the eLearning Content;

2.14. “Purposes” has the meaning given in clause 3.2.

2.15. “Software Tools” means the in-house tools (e.g. Development, Learning Management System and\or Content Management System tools) developed by Electra provided for sole use by the Client as part of the bespoke eLearning content delivery;

2.16. “The Term” means the period during which the Agreement continues in force pursuant to clause 11.1 or 11.2;

2.17. “Use” (as a noun) means, in relation to the eLearning Content of (where it is in machine-readable form) the Documentation, its loading, displaying, running, transmission or storage for the purpose of processing the instructions contained in the eLearning Content of (as the case may be) the Documentation, and ‘Use’, ‘Using’ or ‘Used’ (as a verb) has corresponding meaning;

2.18. “Working Day” means a day (other than Saturday or Sunday or any bank or public holiday) consisting of not more than 7.5 hours’ work, including meal breaks, rest periods and travelling time;

2.19. any reference in these Terms and Conditions to ‘writing’ or any cognate expression includes a reference to any communication effected by facsimile transmission, e-mail or similar written means; and

2.20. the headings in these Terms and Conditions are for convenience only and shall not affect its interpretation.

3. Grant of Licences

3.1. The Client grants to Electra a non-transferrable, sub-licensable right to use the Client Assets for the purpose of fulfilling its obligations under this Agreement. The Client Assets shall remain absolutely the property of the Client.

3.2. Upon the completion of the project, and subject to clause 9.5, Electra grants to the Client, subject to the provisions of these Terms and Conditions, rights to use and deploy the eLearning Content (and any Software Tools provided for the Client) for the purposes of delivering training to its officers, employees, workers and contractors only (the “Purposes“).

3.3. Any trade marks of Electra or of any third party supplier to Electra which are included in the eLearning Content, the Software Tools or any Documentation may be used by the Client only to identify printed output produced by the eLearning Content.

3.4. Under exception of the Client Assets, all Intellectual Property Rights in the eLearning Content, Software Tools, Documentation and the trade marks is held by and belongs to Electra and shall remain absolutely the property of Electra.

3.5. The Client agrees that the eLearning Content, Software Tools, Documentation and any trade marks:

may not be distributed other than as permitted in clause 3.2.

may not be sold or licensed to any third-party;

may only be used by the Client for supporting the delivered bespoke eLearning Content for the purposes of the Client’s business. License to use these tools may not be transferred to a third party without the prior written consent of Electra; and

may not be reverse engineered or decompiled.

3.6. Where hosting has been supplied, the minimum contract is 12 months; termination period for this aspect is then also subject to clause 11.

4. Supply, installation and acceptance of the eLearning Content

4.1. The eLearning Content shall be deemed to have been accepted by the Client as having been supplied once delivery has taken place in the agreed formats, in accordance with these Terms and Conditions and the stipulations outlined in the scoping documentation and proposal.

4.2. The eLearning Content Material and the Documentation supplied to the Client shall be developed to the agreed project specification detailed in eLearning scripts and scoping documentation.

5. Use of the eLearning Content

5.1. The Client shall comply with all applicable laws and regulations concerning the eLearning Content, the eLearning Content Material and the Documentation or their Use. The Client agrees that the eLearning Content will not be used in any manner prohibited by UK export laws, restrictions or regulations.

5.2. The Client shall not use any of the confidential information of Electra contained in or derived from the eLearning development approach to develop or market any eLearning development service which is substantially similar in its function or expression to any part of the eLearning Content offered by Electra.

5.3. The Client agrees that Electra shall have the sole rights to any technological advancement or improvement to the Software Tools, eLearning Content, Documentation or any other Intellectual Property Rights which is acquired during development process.

6. Assistance and Maintenance

6.1. Electra shall, for a period of 30 days after delivery of the completed eLearning Content, provide assistance and maintenance for the eLearning Content in accordance with the following provisions of the sub clauses of clause 6. Further assistance and maintenance for the eLearning Content can be purchased on a daily rate basis or through an annual maintenance agreement.

6.2. Subject to 6.1, at the reasonable request of the Client, Electra shall provide the services of one of its suitably qualified employees to assist the Client in the Use of the eLearning Content and the Documentation, by telephone or in writing, or by any other means agreed between Electra and the Client during Normal Office Hours.

6.3. The Client shall promptly notify Electra of any defect or error in the eLearning Content or the Documentation within 30 days, and Electra shall, subject to 6.1 and the following provisions, use it reasonable endeavours to correct the defect or error, and to send a corrected version of the portion of the eLearning Content Material or the Documentation in question to the Client, as soon as practicable after being so notified.

6.4. Electra shall not be obliged to correct any defect or error in the eLearning Content or the Documentation which arises from:

  • 6.4.1. any improper or unauthorised use or operation of the eLearning Content or equipment on which it is Used;
  • 6.4.2. the adaptation, modification or alteration in any way of any part of the eLearning Content or the Documentation (without Electra’s prior consent), or the merger of combination of any part of the eLearning Content or the Documentation with any other computer eLearning Content of documentation;
  • 6.4.3. any failure by the Client to comply with any advice or instructions given by Electra with regard to the Use of the eLearning Content or the Documentation;
  • 6.4.4. any failure by the Client to install any corrected version or any update or improvement of the eLearning Content or the Documentation supplied by Electra.

6.5. Subject to 6.1 Electra shall, as soon as practicable after its availability for release:

  • 6.5.1. provide the Client with one copy of any update or improvement to the Software Tools or the Documentation which Electra makes generally available to its Clients;
  • 6.5.2. supply the Client with one copy of such up to date information concerning the Software Tools and its Use as Electra may think necessary to enable the Client to exercise its rights under these Terms and Conditions.

6.6. The Client shall ensure that any corrected version or any update or improvement of the Software Tools or the Documentation supplied by Electra is (when in machine readable form) installed on the Equipment forthwith upon its delivery to the Client.

6.7. Assistance and maintenance shall not include the diagnosis and rectification of any fault resulting from fault resulting from an inappropriate use or neglect of the eLearning Content. Notwithstanding any other agreements or provisions concerning payment Electra shall be entitled to levy reasonable additional charges if assistance is provided in circumstances where any reasonably skilled data processing operator would have judged the Client’s request to have been unnecessary.

6.8. Any assistance or maintenance pursuant to the preceding provisions of this clause 6 shall be provided subject to the provisions of clause 8 and otherwise on Electra’s standard terms and conditions from time to time.

7. Site visits and training

7.1. Site visits and project meetings are agreed with the Client and Electra prior to project commencement and are entered into the project schedule. If after the completion of the project it is necessary for any employee of Electra to attend the premises of the Client then the provisions of clause 8.2 apply and such visit is subject to the following provisions of the sub clauses of clause 7.

7.2. Subject to 7.1, at the reasonable request of the Client, Electra shall provide the services of one or, if Electra considers it necessary or convenient, more of its suitably qualified employees to attend the premises of the Client during Normal Office Hours as soon as practicable to assist the Client in the Use of the eLearning Content and the Documentation or to resolve any problem or to provide training.

7.3. Subject to clause 7.2, if it is agreed that Electra shall provide training, such training shall take place at the nomination of Electra at Electra’s premises; or at the Client’s premises or at such venue as Electra reasonably specifies.

7.4. If Electra provides assistance in the case of emergency, outside office hours, by telephone or any other means agreed between the parties as to the Use of the eLearning Content and the Documentation the rates under clause 8.2 apply to such assistance.

7.5. The Client shall:

  • 7.5.1. give Electra all necessary assistance to obtain any visas, work permits, residence permits or other approvals which are required for entering into and working in any part of the location of the Client’s premises by any employee of Electra who is to be made available by Electra pursuant to the preceding provisions of this clause 7;
  • 7.5.2. bear the entire cost of all salaries, fringe benefits, traveling (including air travel), accommodation and other expenses of any employee of the Client who is sent to Electra’s premises or any other venue

7.6. Any employees of either Electra or the Client who are sent to visit the premises of the other or any other venue for the purposes of these Terms and Conditions shall remain employed by the party sending them.

7.7. In the event of any employee of the Client (or Electra) attending at the premises of Electra (or Client) or any other venue, the Client (or Electra) shall ensure that each such employee complies with all security, health and safety and other regulations which apply to or are in force at those premises and shall indemnify Electra (or Client) against any damage to the property of the other party or any personal injury to any individual which is caused by the negligent act or omission of any such employee at such premises.

8. Financial provisions

8.1. In consideration of the rights granted under these Terms and Conditions, the Client shall, subject to the following provisions, pay to Electra upon delivery of completed eLearning content as agreed in the scoping documentation and signed-off stages. Payments are invoiced for either on stage sign offs or on a monthly basis as agreed with the client at the commencement of the work in accordance with our standard terms and conditions.

8.2 The Client shall:

reimburse Electra for:

  • 8.1.1. all traveling (including air travel). Accommodation and other expenses of any employees of Electra who are sent to the Client’s premises pursuant to clause 7
  • 8.1.2. any costs of providing a venue for training other than the premises of the Client or Electra

8.2. pay to Electra a fee at the Site Visits and Training Rate specified on the Invoice, for any time spent by any of Electra employees in providing site visits or training pursuant to clause 7.

8.3. pay to Electra a fee at double the Site Visits and Training Rate specified on the Invoice, or, if higher, the double Site Visits and Training Rate of Electra from time to time in force for any time spent in excess of a full Working Day by any of Electra’s employees in providing services pursuant to clause 7.

8.4. Any fees or other sums payable pursuant to clause 8.2 shall be paid by the Client within 30 days after receipt of an invoice from Electra, save that the Client shall provide an advance payment for anticipated fees at the reasonable request of Electra.

8.5. Should the Client (whether directly or indirectly) employ a member of Electra’s staff or associates, within a period of six months from that person having provided training or eLearning consultancy services to the Client, a sum equal to six months gross salary offered by the new employer to the relevant member of staff or associate unless otherwise agreed in writing between the parties.

8.6. All fees or other sums payable under the Agreement are exclusive of value added tax or other applicable taxes or duties, for which the Client shall be additionally liable, and shall be paid in cleared funds to such bank account or in such other manner as Electra may specify from time to time, with out any set-off, deduction or withholding except any tax which the Client is required to deduct or withhold by law, and if the Client is required by law to make any such deduction or withholding, the Client shall make reasonable endeavours to enable or assist Electra to claim exemption from or (if that is not possible) a credit for the deduction or withholding under any applicable double taxation or similar agreement from time to time in force, and shall from time to time give Electra proper evidence a to the deduction or withholding and payment over of the tax deducted or withheld.

8.7. For projects provided by us that are estimated to be under, or equal to, eighteen thousand pounds (£18,000), the full amount set out in of the scope of work will be invoiced at the agreed start date. The Client shall pay the invoice in full, without deduction or set-off.

8.8. For projects provided by us that are estimated to exceed eighteen thousand pounds (£18,000), if the agreed start date of the project is delayed for a period of 14 or more working days, a 50% retainer which is payable by the client, will be applied for each project resource booked.

9. Rights in the eLearning Content

9.1. The Client acknowledges that, under exception of the Client Assets, all Intellectual Property Rights in the bespoke system and any associated Documentation within the eLearning Content and the Documentation belong exclusively to Electra.

9.2. The Software Tools used to create and produce the eLearning, including all programmes, algorithms, techniques, processes, methods, know-how and other information comprised in the system and all corrections including the programming code of the eLearning, belong exclusively to Electra and contain confidential information of Electra, and the Client shall not at any time (either during the Term or after the termination of the Agreement):

  • 9.2.1. disclose to any person, except the Client’s properly qualified, trained and authorised employees who need to have access to the information; or
  • 9.2.2. use for any unauthorised purpose, any information contained in or concerning Software Tools or the Documentation, except to the extent that the information is at the date when it is disclosed to the Client or at any time after that date through no fault of the Client has become public knowledge, and the Client shall accordingly ensure that each of its employees is instructed as to the confidential nature of such information, and shall take all practical steps to prevent its unauthorised disclosure or use.

9.3. The Client shall fully notify Electra as soon as practicable after it becomes aware of:

  • 9.3.1. any actual, threatened or suspected infringement of the copyright or other intellectual property rights of Electra in the Software Tools or the Documentation, or of any breach of confidence relating to any of the foregoing;
  • 9.3.2. any claim brought against the Client alleging that its Use of the Software Tools or the Documentation infringes the copyright or any other Intellectual Property Rights belonging to or alleged to belong to the claimant.

9.4. If the Client acquires an upgrade or update for the Software Tools, the Client shall update copies stored on computers. The Client may use the old version of the Software Tools for 90 days after receiving any upgrade or update of the eLearning Content in order to assist in the transition to the new version, after which time the previous version of the Software Tools is no longer supported by Electra.

9.5. Until all sums payable under these Terms and Conditions are paid in full, the Client is limited to use of the eLearning Content for User Acceptance Testing only.

10. Warranties and liability

10.1. Electra does not and cannot warrant results that the Client may obtain by Using the eLearning Content or Documentation.

10.2. The Client acknowledges that the eLearning Content has been prepared to meet the Client’s individual requirements.

10.3. Electra does not give any representation, warranty or undertaking as to the effectiveness, quality or fitness for any purpose of the eLearning Content or any eLearning Content Material or the Documentation, or that the eLearning Content or any eLearning Content Material or the Documentation supplied by Electra is free from any defect or error, or that the supply or Use of the eLearning Content or any eLearning Content Material or the Documentation will not infringe the copyright or other intellectual property rights of any third party.

10.4. Electra shall not be liable to the Client for any loss, damages, costs, expenses or other claim for compensation whether occasioned by the negligence of Electra, its servants or agents or otherwise which in any way relates to the intellectual content of the eLearning System, to the extent that:

  • 10.4.1. any such claim is for loss of profits, contracts, goodwill or anticipated savings, or for wasted expenditure, or for any indirect, special or consequential loss or damages even if a representative of Electra has been advised of the possibility of such damages, or any claim by any third party; or
  • 10.4.2. the amount of any claim for which Electra would otherwise be liable exceeds the total amounts paid by the Client under clause 8 for the year in which the claim arises.

10.5. Notwithstanding any of the provisions of clause 7, Electra shall have no liability for the performance Use or consequences of any changes to the eLearning Content or any eLearning Content Material or the Documentation which are made otherwise than by Electra, and Electra shall have no obligation to correct, maintain or update any part of the eLearning Content or any eLearning Content Material or the Documentation which has been the subject of any such change.

10.6. Neither party shall be deemed to be in breach of these Terms and Conditions or have any liability to the other in so far as it is prevented from performing its obligations under these Terms and Conditions by reason of any circumstances beyond its reasonable control, including (without limitation) any strike, lock-out or other industrial action.

11. Duration and termination

11.1. The agreement comes into force on the date of acceptance of this document by the client and, shall, unless terminated earlier for any reason, continue in force.

11.2. The Client shall be entitled to terminate the Agreement at any time by giving not less than three months’ written notice to Electra.

11.3. Electra may forthwith terminate this Agreement by giving written notice to the Client if:

  • any sum payable by the Client under these Terms and Conditions is not paid within 30 days of the due date; or
  • the Client commits any other breach of this Agreement and, if the breach is capable of remedy, fails to remedy it within thirty days after being given a written notice containing full particulars of the breach and requiring it to be remedied; or
  • an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Client; or
  • the Client becomes subject to an administration order or makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986); or
  • the Client goes into liquidation (except for the purpose of amalgamation or reconstruction and so that the resulting company effectively agrees to be bound by or assume the obligations imposed on the Client under these Terms and Conditions); or
  • the Client ceases, or threatens to cease, to carry on business; or
  • control of the Client is acquired by any person who does not have control of the Client at the date of this Agreement.

11.4. For the purposes of clause 11.3 a breach shall be considered capable of remedy if the Client can comply with the provision in question in all respects other than as to the time of performance (provided that the time of performance is not of the essence).

The rights given by this clause 11 to terminate this Agreement shall not prejudice any other right or remedy of Electra in respect of the breach concerned or any other breach.

12. On termination of this agreement, the rights granted pursuant to clause 3 shall end immediately. Following such termination, the Client shall be entitled to request that Electra provide to the Client, a MS Word copy of the Client Assets (as amended by Electra for the purpose of their inclusion in the eLearning Content) (the “Updated Client Assets“). The Client shall be entitled to use the Updated Client Assets for the Purposes. Nothing in this clause 12 shall limit the rights of the Client in the Client Assets.

13. Confidentiality

13.1. At all times during the term of any contractual agreement and thereafter as specified Electra will keep confidential all data regarding the business of the Client, and any other like information obtained by Electra either by word of mouth, visual observations, derivation or any other way of Electra become privy by virtue of undertaking such Work (the “Information”), and Electra will not disclose any such Information to any third party.

13.2. Electra undertakes and shall procure that Electra maintains absolute confidentiality with regard to all and any Information and undertakes not to reproduce, exploit or disclose any of such Information to any of its employees other than those involved in the provision of the Services, any person, firm, corporation or any other entity for any reason or purpose whatsoever, except on the basis of the Client’s prior written consent.

13.3. Electra shall ensure that any person or company to whom the Information is disclosed is made aware of and adheres to the terms of the confidentiality obligations contained in this Agreement as if he/she were a Party.

13.4. All the Information shall not be used by Electra for the purposes other than those indicated in this Agreement or the relevant Contract, whether commercial or otherwise.

13.5. Electra shall not and shall procure that Electra shall not publish any information concerning the performance of this Agreement and/or any Contract, including the fact of the existence of the Agreement or Contract for any promotional, advertising or other reason, without first obtaining the written permission of the Company, with the exception of

  • 13.5.1. the right for Electra to use the eLearning Content in part to demonstrate future capability in electronic and \ or paper format.

13.6. The confidentiality obligations in this Agreement shall remain in force for a period of three (3) years after termination of this Agreement and/or Contract and notwithstanding completion or termination of the work provided under this Agreement and/or Contract or termination of this Agreement and/or Contract.

14. Nature of Agreement

14.1. The Client shall be entitled to assign the benefit of the contract to another nominee if the control or structure of the Client’s company is altered in any way.

14.2. Nothing in these Terms and Conditions shall create, or be deemed to create, a partnership, or the relationship of principal and agent, between the parties.

14.3. These Terms and Conditions together with the scoping document contain the entire agreement between the parties with respect to this subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.

14.4. Each party acknowledges that, in entering into the Agreement, it does not do so on the basis of, and does not rely on, any representation, warranty or other provision except as expressly provided in these Terms and Conditions, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

14.5. No failure or delay by the Client and Electra in exercising any of its rights under these Terms and Conditions shall be deemed to waiver of that right, and no waiver by the Client and Electra of a breach of any provision of these Terms and Conditions shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

14.6. If any provision of these Terms and Conditions is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the other provisions of these Terms and Conditions and the remainder of the affected provision shall continue to be valid.

14.7. The rights of the Client and Electra under these Terms and Conditions are cumulative and in addition to any other right or remedy available to it at law or in equity.

15. Indemnity

15.1. The Client undertake to indemnify Electra and hold Electra harmless (and Electra’s agents, sub-contractors, employees, directors and officers) against all proceedings, costs, liabilities, injury, loss or damage arising out of the Clients (and a third party engaged by the Client) breach and/or negligent performance of this Contract.

16. Arbitration and applicable law

16.1. Any dispute between the parties arising out of or in connection with these Terms and Conditions shall be referred to the arbitration in the UK of a single arbitrator appointed by agreement between the parties or, failing agreement between the parties within 30 day after a request for a reference is made by either party by the President for the time being of the British Computer Society.

16.2. English law shall apply to the whole of any agreement incorporating these Terms and Conditions, and each party agrees to submit to the exclusive jurisdiction of the English courts. The agreement incorporating these Terms and Conditions will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application which is specifically excluded.

17. Notices and service

17.1. any notice or other information required or authorised by these Terms and Conditions to be given by either party to the other shall be given by:

  • delivering it by hand; or
  • sending it by pre-paid registered post; or
  • sending it by facsimile transmission or similar means of communication;
  • to the other party at the address given in clause 17.4.

17.2. Any notice or other information sent by post in the manner provided by clause 17.1 which is not returned to the sender as undelivered shall be deemed to have been given on the seventh day after the envelope containing it was so posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, and that it has not been so returned to the sender, shall be sufficient evidence that the notice or information has been duly given.

17.3. Any notice or other information sent by facsimile transmission or similar means of communication shall be deemed to have been duly given on the date of transmission, provided that a confirming copy of it is sent as provided in clause 17.1 to the other party at the address given in clause 17.4 within 24 hours after transmission.

17.4. Service of any legal proceedings concerning or arising out of the Agreement shall be effected by either party by causing the document in question to be delivered to the other party at its registered or principal office, or to such other address as may be notified in writing from time to time to the party serving the proceedings.

Electra Learning – Learning Toolkit Terms and Conditions (UK)

1. Introduction

The following Terms and Conditions apply to and form part of the attached scoping proposal between Electra Learning Ltd and the Client, where the Client has requested on the Client’s purchase order, the use of the Toolkit and Electra Learning Ltd has accepted the Client’s purchase order. Where there is any inconsistency between the Terms and Conditions for the Learning Services above and these Terms and Conditions, these Terms and Conditions (in respect of such inconsistency) shall prevail.

2. Interpretation

Electra Learning Ltd whose registered address is 34 Albyn Place, Aberdeen, AB10 1YL who have agreed to carry out the work as defined in the attached scoping proposal (“Electra”, “we”, “us”, “our”).

Client is the entity that you represent, to which the attached scoping proposal and any subsequent contractual agreement for whom the services provided by Electra are being carried out for (“Client”, “you”).

In these Terms and Conditions:

2.1 Contract means the contractual agreement between Electra Learning Ltd and the Client for the service of the Toolkit, incorporating these Terms and Conditions and the attached scoping proposal, and including all its schedules, attachments, annexures and statements of work;

2.2 Toolkit means the learning toolkit software as further defined in the attached scoping proposal;

2.3 Update means an upward revision to a new minor version of the Toolkit;

2.4 Upgrade means an upward revision to a new full version of the Toolkit;

2.5 Order means the Client’s purchase order for the Toolkit;

3. Acceptable Use Policy

3.1 The Client may use the Toolkit for lawful purposes. The Client may not use the Toolkit:

  • in any way that breaches any applicable local, national or international law or regulation;
  • for the purposes of harming or attempting to harm minors in any way;
  • to send, knowingly receive, upload, download, use or re-use any material which does not comply with the content standards in clause 4 below;
  • to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or
  • to knowingly transmit any data, send or upload any material that contains viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar compute code designed to adversely affect the operation of any computer software or hardware.

3.2 The Client also agrees:

  • not to reproduce, duplicate, copy or re-sell any part of the Toolkit;
  • not to access without authority, interfere with, damage or disrupt:
    • any part of the Toolkit site;
    • any software used in the provision of the Toolkit; or
    • any equipment or network or software owned or used by any third party;
  • not to undertake, or direct others, to undertake unauthorised penetration tests;
  • to ensure that all usernames and passwords issued to the Client are kept safe and confidential. We shall not be responsible for any consequences of the Client’s username or password being compromised and we reserves the right to make a charge if we are required to re-set the Client’s password or any other security setting more than once in any six-month period;
  • to accept all version Upgrades, Updates and patches that Electra recommends enabling the Electra to continue to provide the Toolkit.

4. Content Standards

4.1 These content standards apply to any and all material which the Client or the Client’s authorised users contribute to the Toolkit (contributors), and to any interactive service associated with the Toolkit.

4.2 The Client must comply with the spirit of the following standards. The standards apply to each part of any contribution as well as to its whole. Contributions must not:

  • contain any material which is defamatory of any person, company, business, or organisation;
  • contain any material which is obscene, offensive, hateful or inflammatory;
  • promote sexually explicit material;
  • promote violence;
  • promote discriminated based on race, sex, religion, nationality, disability, sexual orientation or age;
  • infringe any copyright, database right or trade mark of any other person;
  • be likely to decide any person;
  • be made in breach of any legal duty owed to a third party, such as contractual duty or a duty of confidence;
  • promote any illegal activity;
  • be threatening, abuse, upset, embarrass, alarm or annoy any other person;
  • be used to impersonate any person, or to misrepresent your identify or affiliation with any person;
  • give the impression that they emanate from us, if this is not the case;
  • advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

5. Changes to the acceptable use policy

5.1 Electra may revise the acceptable use policy at any time. The Client is expected to check the acceptable use policy from time to time to take notice of any changes made, as these are legally binding on the Client.

6. Quotas

6.1 The Client agrees that their use of the Toolkit shall remain within the storage, data transfer and active user quotas specified in the attached scoping proposal for the Toolkit (or in any subsequent notice by Electra to the Client to modify them). Exceeding the quotas is a breach of the acceptable use policy in clause 3 and may result in the Client incurring additional fees, which will become payable upon an invoice by Electra to the Client.

6.2 The Client must ensure that each user account is only issued to and used by a single individual and that the guest login is not used by more than ten users simultaneously.

7. Payment

7.1 Electra shall invoice the Client for the service, partially or in full, at any time following acceptance of an Order.

7.2 Time of payment is of the essence. Where sums due under these Terms and Conditions are not paid in full by the due date, we may, without limiting our other rights:

(i) charge interest on such sums at 8% a year above the base rate of the Bank of Scotland Plc until the Client pays the invoice; and

(ii) suspend the service until the Client makes the payment and recover any losses and expenses that we have paid or are due to pay as a result of non-payment.

7.3 The Client will have to pay all of the fee for the Toolkit upfront. In the unlikely event that the Client does not use the Toolkit during 12 months from upfront payment, the Client will lose the payment (as long as we have acted reasonably in trying to agree the service with the Client).

7.4 From time to time third parties that the Electra works with may increase their fees. Electra will try to give the Client warning of any increase and we will pass these increases on to the Client.

7.5 If Electra accidentally undercharges the Client for the Toolkit, the Client will pay Electra the difference between what Electra charged the Client and the correct price as soon as Electra asks the Client to.

8. Warranties and Liability

8.1 In providing the Toolkit, Electra relies on the Client’s co-operation and the information that the Client provides. Electra shall not be responsible for any mistake or delay which results from incomplete or inaccurate information from the Client or anyone who is working with the Client, or from the Client failing to do something that Electra requires from them.

8.2 The service is delivered using the internet and electronic means of delivery which has built-in risks. Electra cannot guarantee the security or integrity of any electronic communication or material sent or received as part of the service. Electra cannot guarantee that any transmission will be free from infection or corruption, error-free or uninterrupted and Electra accepts that the Client cannot guarantee that this will be the case for anything the Client sends to the Electra.

8.3 We do not accept any form of bribery and corruption and we regulate all commercial relationships in line with the Bribery Act 2010.

8.4 We shall have no liability for any costs, claims, damages or expenses for disruptions or problems with the Toolkit resulting from:

  • the Client modifying or configuring their website;
  • any change to or new release of the Toolkit the Client’s website relies on (but, if this does happen, we will take reasonable steps to make sure that any change or new release causes as little disruption to the service as possible);
  • the Client modifying or failing to maintain, update or upgrade their equipment (including, but not limited to, computers, routers and modems) and/or any software (including, but not limited to, operating systems and/or web browsers);
  • any aspect of the service provided by the ecommerce service provider including any problems the Client experiences in relating to processing payments, fraud or payments being charges back to the Client;
  • for any issues which arise from or involve any other software or its interaction with the Toolkit; or
  • any use of the service or software with third-party products not supplied and/or recommended by Electra.

8.5 The Client must make their own assessment of the suitability and performance of the Toolkit on the Electra’s recommendation. And, Electra will have no liability in terms of the suitability or performance of the Toolkit or any warranties in relation to it.

8.6 Electra will not have any liability to the Client which is more than the fees the Client has paid for the service leading to the Client’s claim in the 12 months immediately before the relevant claim.

8.7 Electra will have no liability to the Client for any indirect or consequential loss the Client suffers under any circumstances. This will include, without limitation, loss of revenue, loss of profits, loss of data, loss of goodwill and loss of business.

9. Confidentiality

9.1 Electra does not consider the relationship with the Client to be confidential and may reveal this fact to existing clients or possible new clients. Electra may also be required to reveal certain information about the Client to the manufacturer of the Toolkit, including but not limited to, pre-sales information or demonstrations to the Client, which Electra will do without any legal responsibility to the Client.

9.2 Neither party will be prevented from revealing confidential information which:

  • is or becomes public knowledge (unless it became public knowledge as a result of breaking these terms);
  • became known to us through a third party without any condition of confidentiality attached;
  • we have to reveal by law or where we are ordered to by a court; or
  • is revealed to our professional advisors or any regulator.

10. Intellectual Property Rights

10.1 The Client has the right to use the intellectual property in connection with the Toolkit as long as the Client is paying for the service.

10.2 In relation to any information, artwork, documents, software or anything else that the Client provides, these will remain the Client’s and the Client promises that it has all rights to provide it and that it will not infringe (affect in any negative way) the intellectual property rights of any third party.

10.3 The Client agrees to indemnify Electra against losses, costs, damages or expenses that Electra has paid or is due to pay as a result of the Client breaking this promise and the Client agrees to allow Electra to use these things in order to provide the services.

11. Client’s Data

11.1 The Client owns all rights, title (ownership of) an interest in and to all of its data and will have responsibility for the legality, reliability, accuracy and quality of that data.

11.2 If the Client’s data is lost, we will do all we reasonably can to restore the lost or damaged data from the latest backup we have of the Client’s information. This will be the Client’s only remedy and we will not be responsible for any loss, destruction, alteration, or release of the Client’s data caused by anyone else.

12. Suspension and Termination

12.1 We will determine, at our discretion, whether there has been a breach of the acceptable use policy through the Client’s use of the Toolkit. When a breach of the policy has occurred, we may take such action as the we deem appropriate. Failure to comply with the acceptable use policy may result in Electra taking all or any of the following actions:

  • temporary or permanent withdrawal of access to the site;
  • immediate, temporary or permanent removal of any posting or material uploaded by the Client, or others who the Client permit to access the site, to the site;
  • legal proceedings against the Client for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
  • further legal action against the Client if appropriate;
  • disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

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

12.3 If we terminate the Contract, the Client shall, at the time the Contract ends, pay to Electra all fees, charges, expense and other sums which are due at the time of the Contract ending and which the Client would have had to pay if the Contract had remained in place for the whole of its agreed duration.

12.4 If the Client wishes to cease receipt of the Toolkit, the Client must provide Electra with 3 months notice in writing. Failure to do so will result in automatic continuation of the Toolkit.

12.5 Electra does not provide any refunds or credits for cancellation of the Toolkit.

Changes to our Terms and Conditions

Electra Learning keeps its Terms and Conditions under regular review and places any updates on this site. These Terms and Conditions were last updated on: 9 February 2024

How to contact us

If you have any questions about Electra Learning’s Terms and Conditions, please do not hesitate to contact us.

  • Email us at: info@electralearning.com
  • Call us: 01224295050
  • Or write to us at: 34 Albyn Place, Aberdeen, AB10 1FW.