Terms and Conditions
Please read these terms and conditions carefully. They contain important information about the Customer’s and the Student’s rights and obligations. In particular they contain:
- a disclaimer of warranty and limit of liability;
- information about finite period to complete training course
- information about finite period to complete training course; and
- information about a Consumer Customer’s right to cancel the Agreement.
We are B9lab Ltd, a company registered in England with registration number 09949711 (we or us). Our registered office is at 20-22 Wenlock Road, London N1 7GU, United Kingdom and our VAT number is GB232068728. We are the owners and operators of an online training course platform (the Service) made available via the website at academy.b9lab.com (the Site).
The Customer and/or Student can contact us by email at email@example.com or on +44 20 3289 2724.
These terms and conditions, together with any document referred to in them, set out all of the terms of the agreement for access to the Site and the Service (this Agreement). This Agreement is made between us and the person who indicates his or her acceptance of it or, if that person is acting on behalf of a company or other legal entity, between us and that company or other legal entity (the Customer).
By registering for access to the Service or by accessing or interacting with the Service, the Customer agrees to be bound by this Agreement and by any other terms expressly incorporated into it by reference.
We recommend that the Customer prints a copy of this Agreement for future reference.
In this Agreement:
Charges: means our charges for providing a Student access to the Service, as advertised on the Site from time to time;
Consumer Customers: means a Customer who is a natural person and who uses the Service as a Student for purposes which are wholly or mainly outside his or her trade, business, craft or profession;
Course Materials: means the course materials made available via the Service, which, for example, may include assignments, assessments, quizzes, videos, presentations, slides, animations, graphics, texts and notes;
Force Majeure Event: means any act or event preventing our performance of our obligations under this Agreement which is beyond our reasonable control;
Intellectual Property Rights: means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Student: means a person participating in the Service as a student, who may be the Customer him or herself, or may be another person (such as an officer or employees of the Customer) who the Customer nominates to participate as a student and whose participation is paid for by the Customer, as the case may be;
Student Code of Conduct: means the B9lab student code of conduct posted on the Site, as updated by us from time to time;
Student Material: means any materials uploaded by a Student to the Site or the Service;
Third Party Materials: means third party materials linked to on the Site or within the Service but which are not themselves hosted on the Site; and
VAT: means value added tax imposed by the Value Added Tax Act 1994 and legislation and regulations supplemental thereto.
A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
- Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
- A reference to writing or written includes email, but excludes fax.
Access to the Service
- In consideration for payment by the Customer of the Charges, we will grant to the relevant Student access to the Service subject to the terms of this Agreement. The Student will need to create an account with us by completing and submitting the online form at the Site. The Student’s account will be enabled for access to the Service only once we receive payment of the Charges, unless we agree otherwise.
- We will issue a username and password to the Student. The Student’s username and password are personal to the Student. The Customer will, and will procure that the Student will treat the password as confidential, keep it secure, and not share it with anyone else.
- The Customer is solely responsible for any loss, damage or claim that we, it, or the Student may incur as a result of its or the Student’s failure to keep his or her password secure. If the Customer knows, or has reason to believe that the Student’s password has been compromised, the Customer must tell us immediately.
- The Student will have a finite period to complete any given training course via the Service. That period will be specified in the course description or, if no such period is specified, 12 weeks from the date of payment. After expiry of that period, the Student’s access to that training course will be disabled automatically. We may grant extensions of time in individual cases, in our sole discretion.
- The Student’s continued access to the Service is dependent upon compliance with the terms of this Agreement. We have the right to suspend access to the Service in the circumstances set out in clause 11 and/or to terminate this Agreement entirely in the circumstances set out in clause 12.
- We will use reasonable efforts to ensure the availability of the Service, but the Customer acknowledges that it is inherent to the nature of online services that we cannot guarantee availability. We also reserve the right to make the Service unavailable from time to time for maintenance purposes.
- The Customer is responsible for ensuring that its systems, and those of its Students, are functional, able to access the Internet, and meet the system requirements for access to the Service as published on the Site from time to time.
Student Code of Conduct
- The Customer will and/or will procure that its Students will comply with the Student Code of Conduct, which is hereby incorporated into the terms of this Agreement by reference. We may update the Student Code of Conduct from time to time by posting a new version of it on the Site and notifying the Customer by email.
Charges, Payment and Sales Tax
- The Customer will pay the Charges in advance by credit or debit card or any other electronic payment method we offer from time to time. The Customer must pay the Charges before the Student will be granted access to the Service.
- We will invoice the Customer for the Charges after access to the Service has been granted. Once an invoice has been generated, we will email the Customer the invoice.
- All amounts payable by the Customer to us under this Agreement are exclusive of VAT. We will add such additional amounts as are chargeable by way of VAT to our invoices, and subject to such invoices being valid VAT invoices, the Customer will pay such additional amounts.
- Except for the licenses granted in this clause 5, nothing in this Agreement will alter or create any interest in any Intellectual Property Rights.
- The Customer grants to us and other Students a royalty free, non-exclusive, non-transferable, irrevocable worldwide licence to use the Customer’s Intellectual Property Rights in the Student Materials solely to the extent to allow us to provide the Service to the Customer and the Students in accordance with the terms of this Agreement. For clarity, such use might include such matters as evaluations of the Student Materials by us and other Students.
- We grant to the Customer for the benefit of the Student a personal, royalty-free, non-exclusive, non-transferable, revocable licence to access the relevant Course Materials for the duration of the Service purchased, and to retain for personal use a single copy of any such Course Materials which are downloadable, solely for personal use in connection with the Service and in accordance with the terms of this Agreement.
- The Customer will not, and will procure that the Student does not, at any time disclose to any person any information which is marked confidential, which the Customer or the Student knows is confidential, or which is of its nature confidential, except as permitted by clause 6.2. The Customer will not, and will procure that the Student does not, at any time disclose to any person any information which is marked confidential, which the Customer or the Student knows is confidential, or which is of its nature confidential, except as permitted by clause 6.2.
The Customer may disclose our confidential information:
- to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. The Customer shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 6.2; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
The Customer will not, and will procure that the Student does not, use our confidential information for any purpose other than to exercise the Customer’s or the Student’s rights and perform its obligations under or in connection with this Agreement.
- The Customer will not, and will procure that the Student does not, upload any confidential information to the Site or the Service. The Customer will not, and will procure that the Student does not, upload any confidential information to the Site or the Service.
Limitation of liability
Customers other than Consumer Customers. Where the Customer is not a Consumer Customer, our liability is limited or excluded as follows:
- nothing in this Agreement excludes our liability for fraud or fraudulent misrepresentation or any other liability which cannot be limited or excluded under English law; nothing in this Agreement excludes our liability for fraud or fraudulent misrepresentation or any other liability which cannot be limited or excluded under English law; nothing in this Agreement excludes our liability for fraud or fraudulent misrepresentation or any other liability which cannot be limited or excluded under English law; nothing in this Agreement excludes our liability for fraud or fraudulent misrepresentation or any other liability which cannot be limited or excluded under English law;
- subject to clause 8.1.1, we will not be liable to a Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profits, loss of sales or business, loss of agreements or contracts, account of our profits, increased costs, loss of anticipated savings, loss of or damage to goodwill, loss of use or corruption of software, data or information, or for any indirect or consequential loss arising under or in connection with this Agreement; and
- subject to clauses 8.1.1 and 8.1.2, our maximum total liability, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with this Agreement shall be limited to an amount equal to 125% of the Charges paid by the Customer to us.
Consumer Customers Only. Clause 8.1 does not apply to Consumer Customers. This clause 8.2 applies to Consumer Customers instead. If we fail to comply with the terms of this Agreement, we will only be responsible for loss or damage that a Consumer Customer suffers that is a foreseeable result of our breach of the terms of this Agreement or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach.
- We assume no responsibility for Third Party Materials. Links provided to Third Party Materials shall not be interpreted as an endorsement by us. We will not be liable for any loss or damage that may arise from the Student’s use of them.
We will not be liable for any failure to perform our obligations under this Agreement which is caused by any Force Majeure Event. We will inform the Customer as soon as reasonably practicable of the occurrence of a Force Majeure Event and will use reasonable endeavours to perform our obligations to the Customer notwithstanding that Force Majeure Event.
Consumer Customer’s Right to Cancel
- This clause applies to Consumer Customers only.
- Subject to clauses 10.4 and 10.5, under the Consumer Contracts Regulations 2013 a Consumer Customer has a legal right to cancel this Agreement with us without giving any reason within 14 days of its conclusion (i.e. after payment by the Consumer Customer has been received by us).
- If a Consumer Customer wishes to exercise this right to cancel it needs to complete and submit to us the cancellation form below by post or email or phone us on +44 20 3289 2724.
- If a Consumer Customer uses the Service within the 14 day cancellation period set out above, then they will be deemed to have asked us to provide the Service during that 14 day cancellation period. If the Consumer Customer subsequently changes its mind within that 14 day period, we may deduct from any refund an amount for the supply of the Service for the period for which it was supplied, ending with the time when the Consumer Customer told us it had changed its mind.
- However, once we have completed delivery of the Service (i.e. the Student has completed the training course) a Consumer Customer cannot change its mind, even if the period is still running.
- Refunds will be made using the same method the Consumer Customer used for payment, as soon as practical.
Suspension of Access to the Service
We reserve the right to suspend access to the Service if:
- the Customer or the Student breaches any provision of this Agreement (including the Student Code of Conduct); or
- we have received a complaint from another Student about the Customer or the Student.
If we suspend access to the Service, we may, depending on the reason for the suspension, give the Customer a reasonable opportunity to rectify the circumstances giving rise to the suspension, or to provide us with assurances and evidence that the Customer has taken sufficient steps to prevent those circumstances recurring, in which case, provided that the Customer does so to our satisfaction, we will reinstate access to the Service as soon as reasonably practicable.
- Either party may terminate this Agreement on expiry of not less than 30 days’ notice to the other.
- Additionally, either party may terminate this Agreement immediately if the other party commits a material breach of any other term of this Agreement which either cannot be remedied or, if it can be remedied, that party fails to remedy that breach within 30 days of being notified to do so.
On termination of this Agreement:
- we will immediately cancel the Student’s account; and
- the Customer will procure that the Student destroys or erases (to the extent technically practicable) all Course Materials and any other documents provided or created as part of the Services except any soft or hard copy of assignments, assessment or tests the Student has completed.
We will issues refunds only in accordance with this clause:
- We will not provide a Customer with any refund if we have terminated this Agreement for breach in accordance with clause 12.2.
- We will provide a Consumer Customer with a full refund of the Charges if such Consumer Customer has terminated the accordance with clause 12.2 or we have terminated this Agreement in accordance with clause 12.1.
- We will only provide a Consumer Customer with a refund of the Charges on termination by such Consumer Customer in accordance with clause 12.1 if so required by law.
- We will not provide any refund in any other circumstances.
Notice. A notice under or in connection with this Agreement shall be in writing and delivered personally or sent by first class post or by email to the address set out in this clause. The address referred to in this clause 13.1 is:
- in the case of notices to the Customer, the postal address or email address (as applicable) provided to us by the Customer when the Customer registered for access to the Service in accordance with clause 2, as updated from time to time through the Service; and
- in the case of notices to us, to the postal address or email address (as applicable) as set out at the top of these terms and conditions, or such updated postal address or email address as we may specify from time to time in writing.
Entire Agreement. This Agreement (including its schedules) constitutes the entire agreement between the parties, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not make and does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) (each, a “Representation”) that is not set out in this Agreement. Each party agrees that the only rights and remedies available arising out of or in connection with a Representation will be for breach of the Agreement. Nothing in this clause will limit or exclude any liability for fraud.
- Assignment and Other Dealings. This Agreement is personal to the Customer and the Customer may not assign, transfer, mortgage, charge, subcontract or declare a trust over or deal in any other manner with any of the Customer’s rights and/or obligations under this Agreement. We may at any time assign, transfer, mortgage, charge or deal in any other manner with any or all of our rights and/or obligations under this Agreement, provided that we give the Customer prior written notice of our intention to do so.
- Third Party Rights. Except as otherwise provided in this Agreement, nothing in this Agreement confers any rights on any person not a party to it.Third Party Rights. Except as otherwise provided in this Agreement, nothing in this Agreement confers any rights on any person not a party to it.Third Party Rights. Except as otherwise provided in this Agreement, nothing in this Agreement confers any rights on any person not a party to it.Third Party Rights. Except as otherwise provided in this Agreement, nothing in this Agreement confers any rights on any person not a party to it.
- Amendments. We may from time to time revise the terms on which we provide the Service and make the Site available to the Customer. If we make such revisions we will notify the Customer and the Customer may then contact us to end this Agreement before the changes take effect and receive a proportionate refund in respect of the Service not used. If the Student continues to access the Service after the expiry of that notice, the Customer will be deemed to have accepted such revisions. **
- Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
- Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause will not affect the validity and enforceability of the rest of this Agreement.
- Online Dispute Resolution. This clause 13.8 applies to Consumer Customers only. If a Consumer Customer is not happy with how we have handled any complaint, the Consumer Customer may want to submit the dispute for online resolution to European Commission Online Dispute Resolution platform, which the Consumer Customer can find here.
Governing Law and Jurisdiction. This Agreement and all non-contractual obligations arising out of or in connection with it are governed by English law and subject to the exclusive jurisdiction of the English courts. If the Customer is a non-Business Customer and lives in:
- Scotland it can bring legal proceedings in respect of the products in either the Scottish or the English courts; or
- Northern Ireland it can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.