1. Definitions
In these Terms, unless the context otherwise requires:
Agreement means these Terms and Conditions together with any Proposal, Services Agreement, and any other documents expressly incorporated by reference.
All parties means the Company and the Customer.
Company means The eLearning Group, registered in England and Wales with company number 14416094 and business address at 4a Evolution, Wynyard Avenue, Wynyard, TS22 5TB.
Content means any materials, information, branding, data, media, documents, or access to resources provided by or on behalf of the Customer for use in connection with the Services.
Course means any individual learning product, module, or programme created, hosted, sold, or otherwise supplied through the Services.
Course amendment means any change requested by the Customer to one or more Courses after initial completion.
Course amendment request means a request submitted by the Customer instructing the Company to make one or more Course amendments.
Customer means the individual, company, organisation, or other legal entity purchasing Services from the Company. Where there is more than one Customer, their obligations shall be joint and several.
Do it yourself means the hosting subscription tier under which the Customer is responsible for course design, creation, upload, and LMS management.
Guided support means the hosting subscription tier under which the Company provides LMS administration, user support, and technical support in relation to the Customer’s use of the existing LMS environment, while the Customer remains responsible for creating and uploading its own Course content.
Hands-on help means the hosting subscription tier under which the Company provides a greater level of practical assistance with course set-up and build within the LMS using the LMS’s built-in tools and features, together with LMS administration, user support, and technical support. For the avoidance of doubt, Hands-on help does not include the creation of SCORM course files as part of the monthly subscription fee. SCORM course design is a separate chargeable Service and will only be provided where expressly agreed in writing. Where SCORM course files have been separately designed by the Company and paid for by the Customer under a separate eLearning design service, the Company may host those SCORM course files within the LMS as part of the Customer’s applicable hosting service, subject to these Terms.
Fees means the charges, costs, subscription fees, license fees, transaction fees, and any other sums payable by the Customer to the Company for the Services.
In-house video editor means a third-party provider engaged by the Company to perform video editing services for Customers.
LMS means the third-party learning management system used by the Company to host or deliver Courses.
Proposal means the project proposal, quotation, statement of work, or similar document issued by the Company describing the scope of Services, deliverables, assumptions, timelines, and Fees.
SCORM means Sharable Content Object Reference Model, being a standardised file format used for packaging and delivering digital learning content within compatible learning management systems.
Services means the eLearning design services, hosting services, consultancy, auditing, and any related services supplied by the Company.
Services Agreement means the agreement or onboarding document issued by the Company when a Customer purchases a hosting subscription or other ongoing Services.
Third-Party Services means services supplied by third parties, including animation or specialist production support, which are subject to separate quotation or agreement where applicable.
Transaction Fee means the non-refundable fee, except where these Terms expressly state otherwise, charged by the Company on each sale of a Course, module, or bundled content sold through the platform, calculated as a percentage of the net amount payable after discounts or promotions and exclusive of VAT.
User license fee means the fee charged for providing LMS access to organisations requiring access for 10 or more users, as described in clause 8.
VAT means value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or equivalent tax.
2. Provision of Services
The Customer confirms they are aged 18 years or older and has the legal capacity to enter into this Agreement. Where the Customer enters into this Agreement on behalf of a company, organisation, or other legal entity, the individual accepting these Terms confirms that they have authority to bind that entity to this Agreement
The Company shall provide the Services to the Customer as described in the relevant Proposal, Services Agreement, or as otherwise selected by the Customer under these Terms.
The scope of the Services, including deliverables, assumptions, responsibilities, and estimated timelines, shall be set out in the Proposal, Services Agreement, or these Terms.
The Company shall perform the Services using reasonable skill and care.
3. Cost and Payment Terms
The Fees for the Company’s main Services are set out below. Any project-specific Fees, assumptions, or payment milestones shall be detailed in the relevant Proposal or Services Agreement.
Schedule of Main Service Fees
| Service | Cost | Transaction Fee per Sale | Notes | |
| eLearning Design | ||||
| Per 15-minute module | £295 | N/A | Cost includes 1 hour consultation, design template, full course design including multiple draft versions for review, SCORM files, and PDF version of the course(s). | |
| Per 30-minute module | £395 | N/A | ||
| Course Hosting (Monthly Subscription) | ||||
| Do-it-Yourself Hosting | £0 / month | 8% | Customer manages design and LMS administration. | |
|
Guided support |
£39 / month | 5% | The Company provides LMS administration, user support, and technical support in relation to the Customer’s use of the existing LMS environment; the Customer creates and uploads content. | |
|
Hands-on help |
£99 / month | 2% | The Company provides greater practical assistance with course set-up and build within the LMS using the LMS’s built-in tools and features, together with LMS administration, user support, and technical support. This monthly fee does not include SCORM design. Separately designed and paid-for SCORM content may be hosted as part of the relevant hosting service. | |
| eLearning Consulting & Auditing | £500 / day | N/A | Plus expenses if travel required. | |
| Additional Services | ||||
| Video Editing (Third party) | £100 – £200 / video | N/A | Subject to scope. | |
| User License Fee (White-Labelling) | See Clause 8 | N/A |
Applies to access for 10 or more users. |
|
| Animation (Third-Party) | Variable | N/A | Subject to separate written quotation where applicable. | |
The Customer shall pay the Fees stated in the relevant invoice in accordance with these Terms.
Unless otherwise agreed in writing, payment is due within 10 working days of the invoice date.
Monthly hosting subscription payments shall be payable by direct debit or such other recurring payment method as the Company may reasonably specify, including through a third-party payment provider such as Stripe or PayPal.
All Fees and other sums payable under this Agreement are stated exclusive of VAT unless expressly stated otherwise. The Company is registered for VAT in the United Kingdom under VAT registration number 514368690. With effect from 1 April 2026, the Customer shall, in addition to the Fees, pay any VAT properly chargeable on the supply of the Services at the prevailing rate, subject to receipt of a valid VAT invoice.
All prices are quoted in Pounds Sterling and all payments shall be made in that currency unless otherwise agreed in writing.
Where the Customer requests that a quotation be provided in Euros, the Company may convert the relevant Sterling amount into Euros and specify the exchange rate used. The quoted Euro amount may be revised if the relevant exchange rate changes materially before acceptance.
The Company may increase its Fees only by giving the Customer not less than 30 days’ prior written notice. Any unilateral increase proposed by the Company under these Terms shall:
be supported by a reasonable written explanation;
where linked to increased finance or insurance costs, be supported by reasonable evidence on request;
not exceed 5% of the affected Fees in any 12-month period; and
take effect only from the start of the next renewal period or billing cycle.
If the Customer does not agree to the proposed increase, the Customer may terminate the affected Services by written notice given before the increase takes effect, and the increase shall not apply to that Customer.
If any undisputed sum due under these Terms is not paid on time, the Company may charge interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
4. Transaction Fees
A Transaction Fee applies to all Course, module, and bundled content sales made via the Company’s platform. The Transaction Fee shall be calculated as the applicable percentage of the net amount payable by the buyer after discounts or promotions and exclusive of VAT. The applicable percentage is determined by the Customer’s selected hosting tier.
Transaction Fees are separate from, and in addition to, any third-party payment processor charges, which remain the Customer’s responsibility unless otherwise agreed in writing.
If a sale is refunded, the Transaction Fee for that sale shall not usually be reimbursed. However, where the refund arises directly from a material error of the Company or a material LMS outage or fault affecting the transaction, the Company shall also refund the corresponding Transaction Fee.
The Company may change Transaction Fee percentages only on giving at least 30 days’ prior written notice. Any increase shall be capped at 5% of the existing applicable percentage in any 12-month period and shall take effect only from the start of the Customer’s next renewal period or billing cycle.
If the Customer does not agree to the proposed increase, the Customer may terminate the affected hosting services before the increase takes effect.
5. eLearning Design Services
The Company may provide eLearning design services including course design, content structuring, multimedia development, and related activities as agreed in the Proposal.
The Company may use an In-house video editor or other suitable third-party provider to deliver agreed video editing or related production services.
The Customer may use its own third-party suppliers to support the creation of Content at its own cost and risk.
The Company shall deliver designed eLearning materials in accordance with the agreed Proposal.
Unless otherwise agreed in writing, the Course format supplied by the Company shall be SCORM 1.2, xAPI, or such other format as stated in the Proposal.
The Company shall provide the Customer with a documented version of any Courses created where this forms part of the agreed deliverables.
The Customer shall review the Course materials within 10 business days of receipt of the relevant review version, screenshots, or draft. Acceptance shall be deemed to occur upon written confirmation by the Customer or expiry of that review period without material objection.
The Company may retain access to the Course and Course format within the third-party software used to design the Course unless the Customer requests in writing that such access be removed. The Customer acknowledges that, if such access is removed, future amendments may be more limited or require additional work.
If, following removal of such access at the Customer’s request, the Customer later requests amendments, the Company may charge only such reasonable and proportionate additional Fees as are necessary to carry out the requested work. Any such Fees must be agreed in writing in advance before the work is undertaken.
It is the Customer’s sole responsibility to ensure that all Content included in a Course is accurate, lawful, not misleading, not defamatory, not infringing, and kept up to date with relevant knowledge and best practice. The Company shall not be responsible for inaccuracies or legal issues arising from Customer-supplied Content.
The Customer may submit a Course amendment request when future amendments are required after initial completion.
Unless otherwise agreed in writing, the Company may charge £50 plus VAT per Course amendment request.
Any Third-Party Services, including animation, shall be subject to separate quotation and agreement where applicable. Where the Company arranges such services, it does so with reasonable care but shall not be responsible for the performance of independent third-party suppliers beyond its reasonable control.
6. Course Hosting
Do it yourself:
Under this subscription tier, the Customer is responsible for all aspects of course design, content creation, upload to the LMS, and ongoing management of Courses and users.
The Company is responsible only for the initial provision of access to the LMS platform and any expressly agreed onboarding support.
Guided support:
Under this subscription tier, the Company provides LMS administration, user support, and reasonable technical support in relation to the Customer’s use of the existing LMS environment.
The Customer is provided with access to upload and create its own Course content and remains solely responsible for the design, creation, legality, and accuracy of that content.
Hands-on help:
This subscription tier is available to Customers who require a greater level of practical assistance with course set-up and build within the LMS using the LMS’s built-in tools and features.
For the avoidance of doubt, the Hands-on help monthly fee does not include the creation of SCORM course files. Any SCORM design work must be separately agreed and charged.
Where SCORM course files have been separately designed by the Company and paid for by the Customer under a separate eLearning design service, the Company may host those SCORM course files within the LMS as part of the Customer’s applicable hosting service, subject to these Terms.
The Company provides hosting for Courses supported under this tier, together with LMS administration, user support, and reasonable technical support as described in the relevant Services Agreement.
The Customer acknowledges that the LMS is operated by a third-party provider. The Company does not guarantee uninterrupted or error-free availability of the LMS where matters are outside its reasonable control. However, the Company shall use reasonable skill and care to manage its relationship with the LMS provider, monitor material service issues of which it becomes aware, notify the Customer of any material service interruption, security incident, or personal data breach affecting the Services without undue delay where the Company is aware of it, and take reasonable steps to mitigate the impact on the Customer.
Nothing in this clause excludes or restricts liability that cannot lawfully be excluded or restricted.
The Customer shall comply with any applicable terms of use of the LMS provider to the extent they are notified to the Customer or are necessary for lawful use of the Services.
7. Selling of eLearning courses
The Customer is solely responsible for setting the price of its Courses. The Company may provide pricing suggestions on request, but the Customer remains responsible for all pricing decisions and the Company shall not be liable for underpricing, overpricing, or lack of sales.
Where the Customer purchases LMS hosting services that involve the Company collecting course sale revenue, the Customer authorises the Company to receive payments from course buyers into the Company’s nominated business account for the purpose of administering the sale and remitting net revenue due to the Customer.
The Company shall transfer course revenue, less the applicable Transaction Fee and any other agreed deductions, to the Customer on or around the 1st of each month, together with a transaction statement showing relevant sales activity.
The Customer is solely responsible for its own tax, accounting, regulatory, and reporting obligations in relation to Course sales and business income.
The Company may gather performance data through third-party tools or providers in connection with its websites and platform operations. Data relating to the Customer’s Courses may be supplied to the Customer on request where reasonably available.
The Customer may, no more than once in any 12-month period and on giving not less than 10 business days’ written notice, inspect or appoint an independent professional adviser bound by confidentiality obligations to inspect the Company’s records insofar as they relate directly to Course sales, refunds, and Transaction Fees for the purpose of verifying amounts due to the Customer. Any such inspection shall take place during normal business hours and in a manner that minimises disruption to the Company’s business. The cost of the inspection shall be borne by the Customer unless the inspection reveals a material underpayment to the Customer, in which case the Company shall reimburse the reasonable direct cost of the inspection.
8. Audit & consulting services
The Company may provide eLearning audit services and/or consulting services (together, Audit and Consulting Services) to the Customer where agreed in writing in a Proposal, Services Agreement, statement of work, email confirmation, or other written acceptance.
The Audit and Consulting Services are provided for the Customer’s business and professional purposes only. The Company does not provide Audit and Consulting Services to consumers.
Consulting may relate to any eLearning design, course creation, learning strategy, LMS selection, LMS configuration, implementation planning, migration planning, reporting, or other LMS/eLearning project that the Customer requests the Company to support.
Auditing refers to the Company assessing the Customer’s existing internal eLearning and/or LMS set-up and providing professional observations and recommendations, including what is working well, areas for improvement, and suggested options to implement improvements.
Unless expressly agreed in writing, Audit and Consulting Services are advisory in nature and do not include legal, tax, HR, accountancy, or other regulated professional advice.
The Customer shall provide timely access to relevant information, systems, personnel, and materials reasonably required for the Company to perform the Audit and Consulting Services.
By accepting a Quote/Proposal (including by signature, email confirmation, or payment of any invoice), the Customer confirms that it has authority to bind itself and agrees to be bound by these Terms
The Customer is responsible for the accuracy, completeness, and legality of all information it provides to the Company.
The Customer acknowledges that the Company’s recommendations are based on the information made available at the time and that outcomes may vary depending on implementation, resourcing, and third-party systems.
Unless otherwise stated in the Proposal, Audit and Consulting Services are charged at £500 per day (exclusive of VAT).
A day means 8 hours of the Company’s time, worked between the Company’s normal business hours, unless otherwise agreed in writing.
Audit and Consulting Services are typically provided remotely. Where on-site attendance is agreed, the Customer shall reimburse the Company’s reasonable travel expenses (and any other agreed out-of-pocket expenses), provided that such expenses are agreed in advance in writing.
Unless otherwise agreed in writing, the Customer shall pay the Fees for Audit and Consulting Services in the following instalments: 30% of the estimated Fees upfront on acceptance of the Proposal; 40% at the key project milestone(s) specified in the Proposal; and 30% on completion (or final milestone) as specified in the Proposal.
The Company is not required to start work (and may pause work) until any due invoice is paid in accordance with clause 3 (Cost and Payment Terms).
Grace period (optional): Where the Customer cancels within 2 business days of accepting the Proposal and the Company has not commenced work and has not incurred any non-recoverable costs, the Company will refund any upfront payment received.
If the Customer cancels Audit and Consulting Services before work has commenced (but outside the grace period in clause 8.14), the Company may retain or invoice for any reasonable, evidenced costs incurred in preparation (for example, booking travel or reserving third-party resources), provided such costs were reasonably incurred.
If the Customer cancels after work has commenced, the Customer shall pay for all work performed up to the effective date of cancellation and any non-cancellable third-party costs and expenses incurred with the Customer’s approval.
The Customer acknowledges and agrees that any instalments already paid are non-refundable once the Audit and Consulting Services have commenced.
Where the Audit and Consulting Services are agreed on a fixed-scope or milestone basis and the Customer cancels part way through, the Company may invoice (and the Customer shall pay) a fair and reasonable proportion of the remaining Fees to reflect: work completed; work in progress; resources committed and time reserved for the Customer where the Company is unable, acting reasonably, to reallocate that time at short notice; and any reasonable financial commitments made by the Company in reliance on the agreed project (including subcontractor bookings or software/tooling purchased specifically for the project), where evidenced.
The Company will act reasonably and in good faith when calculating any charges under this clause 8 and will, on request, provide a breakdown.
The Customer may request to reschedule agreed sessions or project milestones by giving reasonable notice. The Company will use reasonable endeavours to accommodate rescheduling but does not guarantee availability.
Any deliverables (including audit reports, recommendations, action plans, or workshop outputs) shall be as described in the Proposal.
Unless otherwise agreed, the Customer shall review deliverables within 10 business days of receipt and notify the Company of any material issues. If no material issues are raised within that period, the deliverable shall be deemed accepted.
Unless expressly stated in the Proposal, any work to implement audit recommendations (including course rebuilds, SCORM development, LMS configuration changes, migrations, integrations, or ongoing support) is a separate chargeable service and will be subject to a separate Proposal and Fees.
The Company does not guarantee that Audit and Consulting Services will achieve any particular commercial, learning, or financial outcome.
Any estimates of time, savings, performance improvements, learner outcomes, or return on investment are indicative only unless expressly stated as a guaranteed deliverable in writing.
9. User License Fee
This section applies only when a Customer on the Hands-on help hosting tier sells Course access to an organisation or entity requiring 10 or more users to access the Course via the LMS.
The Fees in this clause 8 are separate from and in addition to the monthly subscription fee for Hands-on help.
All user license fees stated in this clause 8 are exclusive of VAT unless expressly stated otherwise. Where VAT is properly chargeable, the Customer shall pay such VAT at the prevailing rate in addition to the relevant fees, subject to receipt of a valid VAT invoice. The Customer remains solely responsible for determining and complying with its own VAT, tax, invoicing, and accounting obligations in relation to any onward sale or resale of Course access.
When the Customer sells a Course to an organisation requiring 10 or more users to be created on the LMS, the Company shall charge the Customer a partner rate for hosting those users on the platform. The Customer may optionally charge its own customer a resale rate for access to the Course. The structure is as follows:
| Number of users | Partner rate (per user) | Resale rate (per user) | Billing frequency |
| 10 or more users | £1.50 | £2.00 | Annual (12-month contract) |
| 10 or more users | £2.00 | £2.50 | Monthly (rolling monthly contract) |
Below are the explanations for each rate:
Partner rate: This is the amount that the Company will charge the Customer, as course creator, for each user accessing the Course via the LMS. This fee is non-negotiable and represents the minimum cost for hosting users on the platform.
Resale rate (optional): This is the suggested price that the Customer may charge its own customer for each user’s access. The resale rate is optional and may be adjusted at the Customer’s discretion.
The Customer is free to set its own price for its customer. The Customer may charge more than the resale rate or not use the resale rate at all, provided that the partner rate is paid to the Company.
For annual contracts, the partner rate of £1.50 per user shall be billed at the start of the 12-month period.
For monthly rolling contracts, the partner rate of £2.00 per user shall be billed monthly, with automatic renewal unless cancelled in accordance with these Terms.
A minimum of 10 users is required for this User License Fee structure to apply. If fewer than 10 users access the Course, the minimum charge shall still apply once this structure has been agreed.
Tailored support services may be made available to organisations or entities with 10 or more users. These may include enhanced technical assistance and account management and may attract additional Fees, which shall be billed separately to the relevant organisation or as otherwise agreed in writing.
A separate set of terms may be provided to the organisation outlining any additional services available and associated costs.
User license fees shall be invoiced based on the chosen billing cycle, and the Customer is responsible for timely payment in accordance with the invoice terms. Failure to pay may result in suspension in accordance with clause 12, rather than immediate suspension.
Either party may terminate this clause 8 arrangement by giving 30 days’ written notice.
No refund shall be due for any unused portion of user license fees already paid, unless otherwise agreed in writing or required by law.
10. Intellectual Property
The Customer shall retain ownership of all intellectual property rights in the Content provided by or on behalf of the Customer.
The Company shall retain all intellectual property rights in the course design, layout, templates, methods, and underlying know-how created by the Company unless and until the relevant deliverable has been fully paid for, at which point the Customer shall own the final Course deliverables expressly identified in the Proposal as transferring to the Customer.
Where video content has been created through the Company’s In-house video editor and paid for by the Customer, the intellectual property rights in that video content shall transfer to the Customer on full payment, subject to any third-party license restrictions notified in advance.
Where the Customer purchases hosting services from the Company, the Customer grants the Company a non-exclusive, non-transferable license for the term of the Agreement to use, host, reproduce, display, and make available the Content and relevant Course materials solely for the purpose of providing the Services.
Nothing in these Terms prevents the Customer from using its own Content and Course materials with other providers, save to the extent that any materials include the Company’s proprietary templates, methods, or other intellectual property that has not been assigned to the Customer.
The Customer shall indemnify the Company against third-party claims that the Customer’s Content infringes intellectual property rights or other rights of a third party.
The Company shall indemnify the Customer against third-party claims that the Services provided by the Company, excluding Customer Content and third-party materials specified or supplied by the Customer, infringe the intellectual property rights of a third party.
Each party’s liability under the indemnities in this clause 9 shall be subject to clause 11, except where liability cannot lawfully be limited.
11. Confidentiality
Each party shall keep confidential all confidential information of the other party received in connection with the Agreement and shall not disclose such information to any third party except:
to its employees, officers, professional advisers, contractors, or representatives who need to know that information for the purposes of performing the Agreement and who are bound by confidentiality obligations; or
as required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
Each party shall use the other party’s confidential information only for the purposes of exercising its rights and performing its obligations under the Agreement.
The obligations in this clause 10 shall continue for a period of 3 years after termination of the Agreement, except in relation to trade secrets, which shall remain confidential for so long as they remain trade secrets.
12. Limitation of Liability
Nothing in the Agreement limits or excludes either party’s liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation;
breach of confidentiality obligations under clause 10;
infringement or misappropriation of the other party’s intellectual property rights;
breach of applicable data protection law; or
any other liability which cannot lawfully be limited or excluded.
Subject to the above, each party’s total aggregate liability to the other party in contract, tort (including negligence), breach of statutory duty, or otherwise arising out of or in connection with the Agreement shall not exceed 100% of the total Fees paid or payable by the Customer under the Agreement in the 12 months immediately preceding the event giving rise to the claim.
Subject to the first paragraph of this clause 11, neither party shall be liable to the other for any:
loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of goodwill or reputation;
loss of use of software, data, or information; or
any indirect or consequential loss.
The Customer acknowledges that the hosting of Courses depends in part on services provided by a third-party LMS provider. The Company does not guarantee uninterrupted availability of the LMS where matters are outside its reasonable control. However, the Company shall use reasonable endeavours to procure restoration of service and, where appropriate in the circumstances, may provide a fair and reasonable pro-rata credit or refund of hosting Fees for any material and sustained failure affecting the Services.
13. Data protection
Each party shall comply with its respective obligations under applicable data protection law, including the UK GDPR and the Data Protection Act 2018, in connection with the Services.
The Company shall process personal data in accordance with its privacy policy, as updated from time to time (the Privacy Policy). Where the Privacy Policy is made available on the Company’s website, it is incorporated into the Agreement by reference.
Controller/processor roles (a) In relation to personal data relating to the Customer’s account and the administration of the Agreement (including names, email addresses, optional profile and business details, billing details, bank details for remittances, and communications), the Company acts as an independent controller. (b) Where the Customer uploads, inputs, or otherwise provides personal data relating to its learners, employees, delegates, or other end users into the LMS (Learner Data), the Customer acts as controller of that Learner Data and the Company acts as processor on the Customer’s behalf for the purpose of providing the Services.
The Customer warrants that it has all necessary rights, notices, and lawful bases to provide Learner Data to the Company for processing in connection with the Services, including where required providing appropriate privacy information to learners/end users.
14. Termination
Either party may terminate the Agreement or any affected Services by giving not less than 30 days’ written notice to the other party, unless a different minimum term or notice period is stated in the relevant Proposal or Services Agreement.
If either party commits a material breach of the Agreement and, where that breach is capable of remedy, fails to remedy it within 14 days after being given written notice requiring it to do so, the other party may terminate the Agreement or the affected Services immediately by written notice.
If the Customer fails to pay any undisputed amount due under the Agreement, the Company may give written notice requiring payment within 14 days. If payment is not made within that period, the Company may suspend the affected Services on a proportionate basis until payment is made. Before any suspension, the Company shall, on request and where reasonably practicable, provide the Customer with a reasonable opportunity to export its data or Course materials that are then accessible through the Services.
Termination or expiry of the Agreement shall not affect any rights, remedies, obligations, or liabilities of either party that have accrued up to the date of termination.
On termination or expiry of the Agreement (for any reason):
Offboarding support: The Company will provide reasonable offboarding assistance to the Customer on request, subject to the Customer paying any outstanding Fees and any reasonable charges for additional offboarding work where applicable.
Access during offboarding: The Customer’s access to the Services may be limited or suspended in accordance with the Agreement, but the Company will (where reasonably practicable) provide the Customer with a reasonable opportunity to export Customer Data and Course materials that are then accessible through the Services.
Retention period: Unless otherwise required by law or agreed in writing, the Company will retain Customer Data for a limited period following termination/expiry to allow export and orderly offboarding.
Deletion: After the retention period, the Company will delete or anonymise Customer Data in its possession or control, except to the extent the Company is required to retain certain information by law, for compliance purposes, or in back-up/archival systems (which will be securely stored and overwritten in accordance with the Company’s back-up cycles).
Customer responsibility: The Customer remains responsible for exporting any Customer Data and Course materials it requires before deletion and for retaining its own copies
15. General
The Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and representations, whether written or oral, relating to its subject matter.
No variation of the Agreement shall be effective unless it is in writing and signed by or on behalf of both parties, except where these Terms expressly permit the Company to make changes on notice.
If any provision of the Agreement is held to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and if such modification is not possible it shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the rest of the Agreement.
Neither party shall be liable for any failure or delay in performing its obligations under the Agreement, other than payment obligations, where such failure or delay results from events beyond that party’s reasonable control.
The Company shall process personal data in accordance with its privacy policy and applicable data protection law.
To the extent that the Company processes personal data on behalf of the Customer in providing the Services, the parties shall comply with their respective obligations under the UK GDPR and the Data Protection Act 2018. The Customer shall ensure that it has all necessary rights, consents, and lawful bases to provide personal data to the Company for processing in connection with the Services.
The parties shall first attempt in good faith to resolve any dispute arising out of or in connection with the Agreement through discussion and, if appropriate, mediation.
The Agreement and any dispute or claim arising out of or in connection with it shall be governed by the law of England and Wales.
The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement.
Version control
| Version | Dated | Commentary | By whom |
| 0.1 | 20/06/2024 | Initial first draft of document | Jon Hocker |
| 0.2 | 05/07/2024 | Included new point 4.5, 4.5.1, 6.5 and 11.8. Amendments to 7.2 changing the IP rights to be transferred to the Customer upon course design completion | Jon Hocker |
| 0.3 | 23/08/2024 | Updated section 1, 4 and 7 to reference the in-house video editors and relevant clauses in relation to them. | Jon Hocker |
| 0.4 | 27/08/2024 | Added 1.7, 1.8, 4.8 and 4.8.1 | Jon Hocker |
| 1.0 | 27/08/2024 | Final sign off | Jon Hocker |
| 1.1 | 09/10/2024 | Added new section User License Fee, inserted table of contents and updated the formatting. | Jon Hocker |
| 1.2 | 1/11/24 | Amended 3.3 by increasing the payment term to 10 working days and added new 3.7.1 | Jon Hocker |
| 1.3 | 27/05/2025 | Insertion of section 3.9 and subsection to 3.9 for transactions fees and 6.3 to concur with the new section. | Jon Hocker |
| 1.4 | 22/09/2025 | Complete restructuring of Section 3 (Costs) with new fee table. Rewrite of Section 5 (Course Hosting) to define three subscription tiers. Added new definitions. Clarified application of Section 7 (User License Fee). Added clause for Third-Party Services. | Jon Hocker |
| 1.5 | 24/11/25 | Included new definition 1.17, Trademark ™ symbol in document footer, and updated the company contact number. | Jon Hocker |
| 1.6 | 16/1/26 | Changes to section 11 to rectify the imbalance of liability between customers and the company; update to 9.4 to make it clear which service the exclusive license applies too; section 4.4 updated to reflect any changes to transaction fees will take place at next renewal and the right to cancel. | Jon Hocker |
| 1.7 | 16/2/2026 | Change of company registered address to 4a Evolution, Wynyard Avenue, Wynyard, TS22 5TB | Jon Hocker |
| 2.0 | 10/04/2026 | VAT registration update; pricing stated exclusive of VAT; legal clean-up; balanced fee increase and transaction fee protections; revised suspension, liability, indemnity and data protection wording; updated hosting tier terminology to align with website language; clarified that Hands-on help does not include SCORM creation but may include hosting of separately designed and paid-for SCORM content. | Jon Hocker |
| 2.1 | 05/05/2026 | Added new section 12. Data protection, amended Termination section to incorporate processes around off boarding and data retention/deletion, and updated section 2 around age restrictions on becoming a creator. | Jon Hocker |
| 2.2 | 11/06/2026 | Added a new section 8 Audit and consulting services and moved all previous section down by 1. | Jon Hocker |