1. Definitions
In these Terms, unless the context otherwise requires:
Agreement means these Terms together with any Proposal, Service Agreement, and any other documents expressly incorporated by reference.
Company means The eLearning Group Ltd, registered in England and Wales with company number 14416094, whose business address is 4a Evolution, Wynyard Avenue, Wynyard, TS22 5TB.
Consumer means an individual acting wholly or mainly outside that individual’s trade, business, craft or profession.
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.
Data Processing Agreement means the data processing agreement entered into between the Company and the Customer governing the Company’s processing of Learner Data as processor, as referred to in clause 13.
Do-it-yourself means the hosting subscription tier under which the Customer is responsible for course design, creation, upload, and LMS management.
Fees means the charges, costs, subscription fees, licence fees, transaction fees, and any other sums payable by the Customer to the Company for the Services.
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 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.
In-house video editor means a third-party provider engaged by the Company to perform video editing services for Customers.
Learner Data means personal data relating to the Customer’s learners, employees, delegates, or other end users which the Customer uploads, inputs, or otherwise provides to the LMS, or which is generated through their use of the LMS.
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.
Service Agreement means the Hosting Service Agreement or other 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 fee 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. Transaction Fees are non-refundable except where these Terms expressly state otherwise.
User Licence Fee means the fee charged for providing LMS access to organisations requiring access for 10 or more users, as described in clause 9.
VAT means value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or equivalent tax.
2. Provision of Services
2.1 The Customer confirms they are aged 18 years or older and have 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.
2.2 The Company shall provide the Services to the Customer as described in the relevant Proposal, Service Agreement, or as otherwise selected by the Customer under these Terms.
2.3 The scope of the Services, including deliverables, assumptions, responsibilities, and estimated timelines, shall be set out in the Proposal, Service Agreement, or these Terms.
2.4 The Company shall perform the Services using reasonable skill and care.
3. Cost and Payment Terms
3.1 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 | £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 | ||||
| User License Fee (White-Labelling) | See Clause 8 | N/A | Applies to access for 10 or more users. | |
| All Fees are stated exclusive of VAT. | ||||
3.2 The Customer shall pay the Fees stated in the relevant invoice in accordance with these Terms.
3.3 Unless otherwise agreed in writing, payment is due within 10 working days of the invoice date.
3.4 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.
3.5 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. 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.
3.6 All prices are quoted in Pounds Sterling and all payments shall be made in that currency unless otherwise agreed in writing.
3.7 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.
3.8 The Company may increase its Fees only by giving the Customer not less than 30 days’ prior written notice. Any such increase shall:
a) be supported by a reasonable written explanation;
b) where linked to increased finance or insurance costs, be supported by reasonable evidence on request;
c) not exceed 5% of the affected Fees in any 12-month period; and
d) take effect only from the start of the next renewal period or billing cycle.
3.9 If the Customer does not agree to a proposed increase under clause 3.8, 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.
3.10 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. This clause 3.10 does not apply where the Customer is a Consumer (see clause 15).
4. Transaction Fees
4.1 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, as set out in clause 3.1.
4.2 Stripe’s payment processing charges on Course sales are deducted from the Company’s platform account before the Customer’s share is transferred, and are borne by the Company. The Customer remains responsible for any charges applied by Stripe to the Customer’s own connected Stripe account, including payout, account or currency conversion charges. Where a Course sale is refunded, Stripe does not return its processing charge on the original transaction and that charge is borne by the Company.
4.3 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.
4.4 The Company may change the Transaction Fee percentage applicable to a hosting tier by giving the Customer at least 30 days’ prior written notice. Any increase shall not exceed one percentage point and shall not be applied more than once in any 12-month period. Any increase shall take effect only from the start of the Customer’s next billing cycle or renewal period.
4.5 If the Customer does not wish to accept an increase under clause 4.4, the Customer may terminate the affected hosting service by written notice given before the increase takes effect, in which case the increase shall not apply to that Customer.
5. eLearning Design Services
5.1 The Company may provide eLearning design services including course design, content structuring, multimedia development, and related activities as agreed in the Proposal.
5.2 The Company may use an In-house video editor or other suitable third-party provider to deliver agreed video editing or related production services.
5.3 The Customer may use its own third-party suppliers to support the creation of Content at its own cost and risk.
5.4 The Company shall deliver designed eLearning materials in accordance with the agreed Proposal.
5.5 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.
5.6 The Company shall provide the Customer with a documented version of any Courses created where this forms part of the agreed deliverables.
5.7 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.
5.8 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.
5.9 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.
5.10 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.
5.11 The Customer may submit a Course Amendment Request when amendments are required after initial completion.
5.12 Unless otherwise agreed in writing, the Company may charge £50 plus VAT per Course Amendment Request.
5.13 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 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 Service 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 6 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
7.1 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.
7.2 Where the Customer sells Courses through the platform, the Customer authorises the Company to receive payments from Course buyers into the Company’s nominated business account. The Company acts as merchant of record for sales of Courses to learners and contracts with the learner as principal seller.
7.3 The Customer’s share of Course revenue, being the net sale price less the applicable Transaction Fee, is transferred automatically to the Customer’s connected Stripe account at or around the point the relevant order is completed. Transfers are effected by Stripe, and the Company is not responsible for any delay, failure, hold or reserve applied by Stripe or arising from the status of the Customer’s connected Stripe account.
7.4 The Customer shall open and maintain, in good standing, a Stripe account connected to the Company’s platform, and shall satisfy all identity, verification and information requirements imposed by Stripe. The Company may suspend the sale of the Customer’s Courses for so long as the Customer does not have a valid connected Stripe account.
7.5 The Customer warrants that it is established in the United Kingdom, the European Economic Area, Switzerland, the United States or Canada, and shall notify the Company promptly if that ceases to be the case. The Company is unable to transfer Course revenue outside those territories and may suspend Course sales or terminate the affected Services where the Customer is not so established.
7.6 Where the Company refunds a learner, a proportional reversal of the corresponding transfer to the Customer is created automatically. The Customer shall maintain a sufficient balance in its connected Stripe account to permit such reversals.
7.7 The Company is liable to the relevant payment scheme for chargebacks as merchant of record. Where a chargeback is raised in respect of a Course sold by the Customer, the Customer shall promptly provide the Company with any evidence reasonably required to defend it. The Company may withhold transfers in respect of a disputed transaction pending resolution of the dispute.
7.8 Where a reversal under clause 7.6 fails in whole or in part, or where the Company incurs a chargeback, chargeback fee or refund in respect of a Course sold by the Customer, the Customer shall reimburse the Company the amount of the Customer’s share of the relevant sale together with any chargeback fee charged to the Company. The Company may recover that amount by set-off against Course revenue otherwise payable to the Customer, or, where that is not possible, by invoice payable within 14 days. The Company shall notify the Customer before exercising set-off, shall recover only amounts actually incurred and evidenced, and shall not apply set-off to any amount the Customer has disputed in good faith in writing, pending resolution of that dispute.
7.9 The Customer is solely responsible for its own tax, accounting, regulatory, and reporting obligations in relation to Course sales and business income.
7.10 The Company shall maintain records of Course sales, refunds, chargebacks, Transaction Fees and transfers relating to the Customer, and shall make those records available to the Customer on reasonable written request within 10 business days. The Customer acknowledges that transfers to its connected Stripe account are directly visible to it through that account.
7.11 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.
7.12 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, chargebacks, Transaction Fees and transfers, 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 it 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
8.1 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, Service Agreement, statement of work, email confirmation, or other written acceptance.
8.2 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, and this clause 8 does not apply where the Customer is a Consumer.
8.3 Consulting may relate to any eLearning design, course creation, learning strategy, LMS selection, LMS configuration, implementation planning, migration planning, reporting, or other LMS or eLearning project that the Customer requests the Company to support.
8.4 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.
8.5 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.
8.6 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.
8.7 By accepting a 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.
8.8 The Customer is responsible for the accuracy, completeness, and legality of all information it provides to the Company.
8.9 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.
8.10 Unless otherwise stated in the Proposal, Audit and Consulting Services are charged at £500 per day, exclusive of VAT.
8.11 A day means 8 hours of the Company’s time, worked between the Company’s normal business hours, unless otherwise agreed in writing.
8.12 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.
8.13 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 or milestones specified in the Proposal; and 30% on completion or final milestone as specified in the Proposal.
8.14 The Company is not required to start work, and may pause work, until any due invoice is paid in accordance with clause 3.
8.15 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.
8.16 If the Customer cancels Audit and Consulting Services before work has commenced but outside the grace period in clause 8.15, 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.
8.17 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.
8.18 The Customer acknowledges and agrees that any instalments already paid are non-refundable once the Audit and Consulting Services have commenced.
8.19 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 or tooling purchased specifically for the project, where evidenced.
8.20 The Company will act reasonably and in good faith when calculating any charges under this clause 8 and will, on request, provide a breakdown.
8.21 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.
8.22 Any deliverables, including audit reports, recommendations, action plans, or workshop outputs, shall be as described in the Proposal.
8.23 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.
8.24 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.
8.25 The Company does not guarantee that Audit and Consulting Services will achieve any particular commercial, learning, or financial outcome.
8.26 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
9.1 This clause 9 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.
9.2 The Fees in this clause 9 are separate from and in addition to the subscription fee for Hands-on help.
9.3 All User Licence Fees stated in this clause 9 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.
9.4 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) |
All costs shown above are subject to VAT.
9.5 The rates are explained as follows:
a) Partner rate: the amount that the Company will charge the Customer, as course creator, for each user accessing the Course via the LMS. This fee represents the minimum cost for hosting users on the platform.
b) Resale rate: 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.
9.6 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.
9.7 For annual contracts, the partner rate of £1.50 per user shall be billed at the start of the 12-month period.
9.8 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.
9.9 A minimum of 10 users is required for this User Licence Fee structure to apply. If fewer than 10 users access the Course, the minimum charge shall still apply once this structure has been agreed.
9.10 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.
9.11 A separate set of terms may be provided to the organisation outlining any additional services available and associated costs.
9.12 User Licence 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 14, rather than immediate suspension.
9.13 Either party may terminate the arrangement under this clause 9 by giving 30 days’ written notice.
9.14 No refund shall be due for any unused portion of User Licence Fees already paid, unless otherwise agreed in writing or required by law.
10. Intellectual Property
10.1 The Customer shall retain ownership of all intellectual property rights in the Content provided by or on behalf of the Customer.
10.2 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.
10.3 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.
10.4 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.
10.5 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.
10.6 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.
10.7 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.
10.8 Each party’s liability under the indemnities in this clause 10 shall be subject to clause 12, except where liability cannot lawfully be limited.
11. Confidentiality
11.1 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:
a) 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
b) as required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
11.2 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.
11.3 The obligations in this clause 11 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
12.1 Nothing in the Agreement limits or excludes either party’s liability for:
a) death or personal injury caused by negligence;
b) fraud or fraudulent misrepresentation;
c) breach of confidentiality obligations under clause 11;
d) infringement or misappropriation of the other party’s intellectual property rights;
e) breach of applicable data protection law; or
f) any other liability which cannot lawfully be limited or excluded.
12.2 Subject to clause 12.1, 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.
12.3 Subject to clause 12.1, neither party shall be liable to the other for any:
a) loss of profits;
b) loss of sales or business;
c) loss of agreements or contracts;
d) loss of anticipated savings;
e) loss of goodwill or reputation;
f) loss of use of software, data, or information; or
g) any indirect or consequential loss.
12.4 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.
12.5 This clause 12 does not limit or exclude any right or remedy available to a Consumer which cannot lawfully be limited or excluded (see clause 15).
13. Data protection
13.1 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.
13.2 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.
13.3 Controller and 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) In relation to Learner Data, the Customer acts as controller and the Company acts as processor on the Customer’s behalf for the purpose of providing the Services.
13.4 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 and other end users.
13.5 Where the Company processes Learner Data as processor, that processing is governed by the Data Processing Agreement between the parties, which sets out the terms required by Article 28 of the UK GDPR. The Data Processing Agreement forms part of the Agreement. In the event of any conflict between the Data Processing Agreement and the remainder of these Terms in relation to the processing of Learner Data, the Data Processing Agreement shall prevail.
14. Termination
14.1 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 Service Agreement.
14.2 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.
14.3 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.
14.4 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.
14.5 On termination or expiry of the Agreement for any reason:
a) 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.
b) 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.
c) Retention period: unless otherwise required by law or agreed in writing, the Company will retain Customer data for a limited period following termination or expiry to allow export and orderly offboarding.
d) 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 or archival systems, which will be securely stored and overwritten in accordance with the Company’s back-up cycles.
e) 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. If you are a customer
15.1 This clause 15 applies only where the Customer is a Consumer. Where there is any conflict between this clause 15 and any other provision of these Terms, this clause 15 shall prevail.
15.2 Nothing in these Terms affects a Consumer’s statutory rights, including rights under the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, which cannot lawfully be excluded or restricted.
15.3 Right to cancel. Where the Agreement is entered into at a distance or away from the Company’s premises, the Consumer has the right to cancel within 14 days without giving any reason. The cancellation period ends 14 days after the day the Agreement is entered into. To cancel, the Consumer should notify the Company clearly in writing, by email to [insert role-based address, e.g. [email protected]] or by post to the address at the top of these Terms, before the period ends. The Company will refund any payment received without undue delay and in any event within 14 days of being informed.
15.4 Services beginning during the cancellation period. If the Consumer asks for the Services to begin during the 14-day cancellation period, the Consumer agrees that, if they then cancel, they will pay a proportionate amount for the Services provided up to the point the Company was told of the cancellation, and that the right to cancel is lost once the Services have been fully performed within that period.
15.5 The following provisions of these Terms do not apply where the Customer is a Consumer: clause 3.10 (interest under the Late Payment of Commercial Debts (Interest) Act 1998, which applies only between businesses) and clause 8 (Audit and Consulting Services, which are supplied to business customers only). Where a Consumer fails to pay an undisputed sum on time, the Company may instead charge reasonable interest at 4% per year above the Bank of England base rate.
15.6 Where the Company proposes to increase Fees or Transaction Fees under clause 3.8 or clause 4.4, a Consumer may cancel the affected Services without charge before the increase takes effect.
15.7 Any provision of these Terms which would otherwise be unfair to a Consumer within the meaning of Part 2 of the Consumer Rights Act 2015 shall apply only to the extent that it is fair and reasonable, and shall otherwise not apply.
15.8 A Consumer resident in Scotland or Northern Ireland may bring proceedings in the courts of that jurisdiction, and nothing in clause 16 deprives a Consumer of the protection of the mandatory laws of the part of the United Kingdom in which they are resident.
16. General
16. 1The 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.
16.2 If there is any conflict or inconsistency between the documents forming the Agreement, they shall take precedence in the following order: (a) any Service Agreement or Order Form signed by both parties; (b) any Proposal; (c) the Data Processing Agreement, in relation to the processing of Learner Data; and (d) these Terms. This clause is subject to clause 15 where the Customer is a Consumer.
16.3 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.
16.4 The Company may update these Terms from time to time. Each version is given a version number and an effective date, and the current version is published on the Company’s website.
16.5 Where a change is not material — for example correcting an error, clarifying existing wording, updating contact details, or reflecting a change of service provider — the Company will publish the updated version and the change will take effect on publication.
16.6 Where a change is material — including any change to the Fees, the Transaction Fee, the Customer’s obligations, or either party’s liability — the Company will give the Customer not less than 30 days’ written notice and will ask the Customer to accept the updated Terms. Until the Customer accepts, the version previously accepted by that Customer continues to apply.
16.7 If the Customer does not wish to accept a material change, the Customer may terminate the affected Services without charge by written notice given before the change takes effect. This clause does not reduce any notice period or right to cancel given elsewhere in these Terms, including under clauses 3.9 and 4.5.
16.8 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.
16.9 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.
16.10 A person who is not a party to the Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
16.11 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.
16.12 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.
16.13 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, subject to clause 15.8 where the Customer is a Consumer.
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 sections 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 Licence Fee, inserted table of contents and updated the formatting. | Jon Hocker |
| 1.2 | 01/11/2024 | 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 transaction 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 Licence Fee). Added clause for Third-Party Services. | Jon Hocker |
| 1.5 | 24/11/2025 | Included new definition 1.17, trademark symbol in document footer, and updated the company contact number. | Jon Hocker |
| 1.6 | 16/01/2026 | Changes to section 11 to rectify the imbalance of liability between customers and the company; update to 9.4 to clarify which service the exclusive licence applies to; section 4.4 updated to reflect that changes to transaction fees take place at next renewal and the right to cancel. | Jon Hocker |
| 1.7 | 16/02/2026 | 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; clarified that Hands-on help does not include SCORM creation. | Jon Hocker |
| 2.1 | 05/05/2026 | Added new section 12 Data protection, amended Termination section to incorporate offboarding and data retention/deletion, and updated section 2 around age restrictions. | Jon Hocker |
| 2.2 | 11/06/2026 | Added a new section 8 Audit and consulting services and moved all previous sections down by 1. | Jon Hocker |
| 3.0 | 03/08/2026 | Full renumbering of all sections and clauses with automatic numbering; all internal cross-references corrected. Transaction fee increase cap restated as one percentage point per 12 months. New section 15 (If You Are a Consumer). New order of precedence and third-party rights clauses. Annual hosting prices added to fee schedule. VAT wording made unconditional. Clause 4.2 redrafted so that Stripe processing charges on Course sales are borne by the Company, reflecting the Stripe Connect mechanism. Section 7 rebuilt: automatic per-transaction transfer of Course revenue replaces monthly remittance; new obligations to maintain a connected Stripe account; new creator establishment (territory) warranty; new refund reversal, chargeback and recovery/set-off provisions; records made available on request in place of a monthly statement. Data protection section updated to reference the Data Processing Agreement. New clauses 16.4 to 16.7 governing how these Terms may be updated, distinguishing material from non-material changes. Cancellation address changed to a role-based address. Spelling and terminology standardised to UK English. | Jon Hocker |