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EFFECTIVE: 21/05/2018. LAST UPDATED 23/11/22.

Core Learning Services Ltd: Terms and Conditions.

INTRODUCTION

Core Learning Services Ltd (which we may variously refer to as “we”, “us”, “our” or “ourselves” within these Terms and Conditions) are primarily a supplier and distributor of online training courses. We facilitate access to a wide variety of eLearning courses or other online training material, course information and associated learning resources (which we will collectively refer to as our “Products”).

The “Core Learning Services Platform” (together with the associated technical support and customer support that we provide) is our online service that enables those purchasing access to the Products (henceforth referred to as “Customers”) and their Authorised Users (henceforth referred to as “Users”) to access and use the Products that we supply.

The Core Learning Services Platform includes our “Course Source” Product evaluation website www.course-source.com and our various Learner Management Systems and Learner Portals (a variety of online websites and systems that are provisioned via the domain www.course-source.net that facilitate access to the Products).

Our Service includes, but is not limited to, the Core Learning Services Platform, the Products that we provide access to, and our associated support provision.

These Terms and Conditions apply to:

· All Users of the Core Learning Services Platform, and

· All Users of any Products and/or Services that we provide access to, either directly through the Core Learning Services Platform or via a technical integration between the Core Learning Services Platform and our Customers’ preferred Learner Management Systems, and

· All Customers (buyers) of Products and/or Services that are provided by Core Learning Services Ltd.

Hence, by either accessing the Core Learning Services Platform , or by accessing any of the Products and Services that we provide (including Products that we supply via the Core Learning Services Platform and via any other Learner Management System), and/or by placing an order for Products and/or Services that we supply (in relation to the commercial terms or quotes that we have provided to you), you accept that this Agreement is made and entered into by and between Core Learning Services and “you” (the Customer and/or the User) as follows.

Definitions listed in Section 8 shall apply throughout.

1. GENERAL OVERVIEW

We want you to know exactly how our service works and why we need your registration details.

1.1 Product evaluation (overview)

Our “Course Source” website www.course-source.com is a free service for organisations wishing to inform their purchase decisions by comparing and evaluating certain Products that are supplied to us from a number of different publishers.

When you register to create an Account (or have an Account created for you) on our Course Source website you can apply for (or you may be automatically granted) the ability to preview, for a limited time (typically 14 days), the Products that we supply. All registered Users of the Course Source website agree to be contacted by Core Learning Services Ltd (by phone or email) to discuss their training requirements.

Customers may also be granted evaluation access via other parts of the Core Learning Services Platform or via an alternative Learner Management System. This “free-of-charge, evaluation access” to Products is strictly limited and restricted to individuals who are specifically responsible for procuring access to courses on behalf of their organisation (and are evaluating the Products with this intended purpose).

The use of this evaluation access to consume the Products as a “learner” or for competitive insight is expressly prohibited.

1.2 Product purchase (overview)

Access to Products listed on the Core Learning Services Platform can be purchased for access (use) within your organisation either via your Learner Management System or ours (our Learner Management System encompasses all systems under the domains www.course-source.com and www.course-source.net).

Product Purchases are always time-limited (access to Products is never provided in perpetuity) and Product purchases are constrained to a pre-determined number of Users or course Enrolments, or an overall purchase value (with pricing per Enrolment), as agreed and specified by us at the time of purchase.

To this end, prior to your purchase we will provide you with a written quote and/or a Purchase Agreement (containing a relevant pricing schedule). We reserve the right to only fulfil orders that are within the parameters or timeframe of our written quote or purchase agreement.

1.3 Use of Data (overview)

When you register on the Core Learning Services Platform (or someone, with your permission, registers you on your behalf) and/or when you access any Products that we supply (either via the Core Learning Services Platform or via your preferred Learning Management System), your registration details, either in full or in part, are stored by the Core Learning Services Platform.

Your registration details (together with your usage data from any Product access) enable us to link courses to your Account, provision access to courses (in line with your company’s purchases), track Product usage, and also so that we can provide you with personalised support and advice, as may be required.

Where it is essential for the purposes of providing you with technical support or for the fulfilment of a Product (for example if a Product includes a seperate exam that has to be delivered by a third party), we may share your registration details with the relevant Product Supplier (who also commit only use this data for its intended purpose).

When you buy access to Products from us (either directly from us or via one of our Authorised Resellers), we may be required to declare your purchase to the relevant Product Supplier. This may include a declaration of your company name and details of the Products, number of Users and/or enrolments associated with the purchase, and purchase value. This is required as part of our royalty payment process (where we compensate Product suppliers for the sales of their Products).

2. USE OF THE SERVICE

2.1 Any person or organisation accessing or using the Core Learning Services Platform by way of being an Account Holder is hereinafter known as "the Customer", "you" (as applicable), and that they commit to Core Learning Services Ltd that they are authorised to act in this way for the organisation they represent.

2.2 Any person accessing an Account as a Customer or making payment on behalf of an organisation is a) confirmed by the organisation they are acting on behalf as authorised to do so for and on behalf of that organisation, and b) to the extent that the organisation is liable for any breach of these Terms and Conditions by any Users within their organisation (or by any other Users that they grant access to) in relation to the Core Learning Services Platform or the Products and/or Services that we supply.

2.3 Conditioned on the Customer’s payment of the fees relating to any Purchase Agreement between the parties, and the Customer’s compliance with the these Terms and Conditions, Core Learning Services Ltd grants the Customer a limited, non-exclusive, non-transferable license to access and use the Products and/or Services for the Permitted Use, during the Initial Term and any Renewal Terms(s) (as defined below).

2.4 Any person or organisation accessing or using the Core Learning Services Platform (including via any other Learner Management System by means of our technical integration) by way of using Products, training materials or resources that we supply is hereinafter known as "the User", “you” (as applicable).

2.5 The Customer is responsible for their Users’ activity and the Customer shall be liable for any failure by any of their Users to comply with these Terms and Conditions.

2.6 The Customer shall prevent any unlawful and/or unauthorised use of the Products and/or the Service that is provided to the Customer by Core Learning Services Ltd, including any use by persons who are not the Customer’s Authorised Users.

2.7 The Customer shall notify the Core Learning Services Ltd promptly upon becoming aware of any unauthorised use of the Products and/or Services, or any known or suspected breach of security that might affect either. Further, the Customer shall report to the Core Learning Services Ltd promptly upon becoming aware of any infringement of Intellectual Property Rights associated with the Products and/or Services and use reasonable efforts to stop immediately any such infringement, and/or any copying or distribution of the Products that is known or suspected by the Customer or its Users.

3. RESTRICTIONS ON USE

3.1 The Customer may create a User Account for themself and for and on behalf of any persons (as “Users”) that the Customer authorises to use the Service and/or the Products for its business, including the Customer’s employees and other staff that are contracted to work in the Customer’s organisation. However, The Customer may not sublicense, resell or supply the Service and/or the Products for use in any other organisation, entity, business, or enterprise without our prior written consent.

3.2 Customers and Users shall only use the Products for the Permitted Use. Other than as specifically permitted by these terms, the customer may not make any other use of the Products, including for any commercial purposes whatsoever. Without limiting the foregoing, the Customer shall not sell, adapt, copy, create a derivative work or otherwise reproduce, modify or distribute the Products and /or Services in any form or manner.

The Customer may not alter, resell or sublicense the Products and/or Services or provide it as a service bureau. The Customer agrees not to reverse engineer the Products, Service or its technology. The Customer will not use or access the Products or Service to: (i) build a competitive product or service, (ii) make or have made a product or service with similar features, functions, text, or graphics, (iii) make derivative works based upon the Service or Products, or (iv) copy any features, functions, text, or graphics of the Service or the Products, or attempt to obtain, or assist third parties in obtaining, access to all or any part of the Products.

The Customer will not “frame” or “mirror” the Service. Use, resale or exploitation of the Service and/or the Products except as expressly permitted in the Agreement is prohibited. The Customer agrees to be subject to restrictions on use in these Terms and Conditions.

3.3 No video, text, audio, images other material made available on or through the Core Learning Services Platform may be downloaded, copied, saved, duplicated, stored, archived, held and or used in any way other than as intended directly for and by Core Learning Services Ltd and in line with the Permitted Use. To do so is a breach of copyright, for which action will be taken.

3.4 No Customer or User may share their User Account or their access to the Products (including any part of the Products), by means of a Product Enrolment or otherwise, with anyone else. All Enrolments that are provided to the User are for their personal use and must not be shared with any one else. All Customers and Users accessing the Core Learning Services Platform , and/or any Products that we supply, must do so with their own User Account, and all Customers and Users are subject to these Terms and Conditions.

3.5 The Products shall be provided on an “as is” basis, and Core Learning Services Ltd(working with their Product Suppliers) shall use their commercially reasonable endeavours to try to ensure that the Products are up to date, accurate and not misleading.

3.6 Core Learning Services Ltd reserves the right to suspend access to the Products in the event that i) a third party claim is made against a Product Supplier in relation to any infringement of the Intellectual Property Rights of such third party or ii) if it becomes aware of (or reasonably believes there to be) any unauthorised use or any misuse or abuse of the Products by the Customer or the Customers’ Users where the Customer has allowed or not stopped any misuse or abuse of the Products by any of the Customer’s Users.

4. ACCOUNT INFORMATION AND DATA

4.1 We strictly adhere to the Data Protection Act 2018 and the UK GDPR (please see our Privacy Policy for additional information regarding the protection of information that we collect, our use of Cookies and our use and storage of your information). Our agreements with our Product Suppliers and Authorised Resellers also mandate compliance with all relevant and current data protection legislation.

4.2 All the personal Customer and User data submitted to the Core Learning Services Platform, whether posted by the Customer or by Users, will remain the sole property of the Customer or such Users to the full extent provided by law. The Customer will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all the Customer Data.

4.3 We will not use the personal Customer or User data for any purpose other than to provide the Products and/or Service to the Customer and the Users and for statistical reporting or analytical purposes. We may aggregate, use, disclose, distribute, and publish anonymous statistical or analytical User data regarding use and functioning of its system by its various Users or regarding Users. Such statistical or analytical data will be the sole property of Core Learning Services Ltd.

4.4 Each party (“you” and “us”) agrees (i) to keep confidential all Confidential Information (as defined below) disclosed to it by the other party or by a third party; (ii) not to use the Confidential Information of the other party or a third party except to the extent reasonably necessary to perform its obligations or exercise its rights hereunder; (iii) to protect the confidentiality of such Confidential Information as it protects its own Confidential Information (but in any event with no less than a reasonable degree of care); and (iv) to make Confidential Information available to its own employees and contractors only on a need-to- know basis and only provided such employees or contractors are under a binding obligation of confidentiality with respect thereto.

4.5 Confidential information shall not include information which is known publicly; is generally known in the industry before its disclosure to recipient hereunder; has become known publicly, without fault of the recipient, subsequent to its disclosure by the disclosing party; or becomes known to the recipient from a third party not bound by non-disclosure obligations to the disclosing party and with the lawful right to disclose such information to the recipient. Notwithstanding the foregoing, this Section shall not prohibit the disclosure of confidential information, (i) to the extent that such disclosure is permitted or required by law or order of a court or other governmental authority or regulation, or (ii) in connection with a claim between the parties under the Agreement.

4.6 The Privacy policy of Core Learning Services Ltd can be accessed at the Course Source Website. We reserve the right to modify our privacy and security policies at our sole discretion from time to time.

5. TERMS OF SERVICE

5.1 The Customer acknowledges and agrees that it (or as applicable he or she or their preferred pronoun) has read, understands and agrees to be bound by the terms of service (as may be updated from time to time) posted at or are otherwise supplied to the Customer, which terms of service are incorporated herein by reference and include certain legal terms. Any reference in this document to the agreement includes the terms of service.

5.2 No one may use the Core Learning Services Platform made available by Core Learning Services Ltd without having paid for a PAYG (Pay-As-You-Go) Purchase or a License Purchase, or been approved by us as part of our eLearning buyer community.

5.3 If PAYG credit is purchased, a User may access the Core Learning Services Platform for as long as the PAYG remains in credit (and in-date), and for as many learners, administrators, locations and departments as the PAYG credit allows. Enrolments purchased by means of PAYG will expire for each User after the allotted time (typically 3 or 6 months).

5.4 The Customer may purchase PAYG credit as and when they choose according to the currently available credit levels by contacting us and ordering PAYG, after which an invoice will be issued for payment, and the PAYG credit will be applied to the Customer’s Account.

5.5 If Licenses are purchased, a User may access the Core Learning Services Platform for as long as the license period allows, and for as many learners, administrators, locations and departments as the License allows.

5.6 The Customer may purchase as few or as many Licenses in advance as they choose (subject to minimum order quantities that may apply to specific Products), according their own chosen need. Licenses may be purchased by contacting Course Source and ordering Licenses, after which an invoice will be issued for payment, and the Licenses will be applied to the Customer’s Account.

5.7 Accepting these terms and conditions means you accept that no refund, credit or similar for paid for PAYG or Licenses will be made by or on behalf of Course Source for any reason whatsoever after payment has been authorised electronically or cleared if not paid electronically.

5.8 You accept that Core Learning Services Ltd are not liable for unauthorised access to or use of PAYG or Licenses. The Customer is wholly and entirely responsible for protecting access to and managing the use of their Account.

5.9 We reserve the right to increase or decrease the cost of purchasing PAYG or Licenses at any time. We also reserve the right to alter the price of Products at any time.

5.10 Invoices for all fees are due and payable within 30 days of invoice date.

5.11 Refunds: The Core Learning Services Refunds Policy states that a refund will be issued where the following two conditions are both met: 1) that none of the course content (of any of the courses that were included in the purchase) have been accessed and also 2) that the refund claim is made within fourteen days of the purchase.

Refunds for courses where enrolments have started will be considered by Core Learning on a case-by-case basis, but requests will normally only be upheld where the products are accepted by Core Learning to be either defective or not as described by Core Learning (and providing also that the course content has not been substantially consumed).

5.12 Core Learning Services Ltd may add to, modify, remove and/or replace any part of a Product at any time (including during any licensed term) in its discretion.

6. TERM AND TERMINATION

6.1 With respect to PAYG purchases, the term of the Agreement (the “Term”) commences on the Effective Date for each Purchase and will continue thereafter until the PAYG credit expires (expiry of each PAYG purchase is 12 months after the Effective Date, unless specifically otherwise agreed by ourselves) or is terminated under terms provided herein or as specified under any separate Purchase Agreement that the parties agree. The Service will commence on the Effective Date (as defined below) subject to possible delays.

6.2 Applicable pricing and billing will continue unchanged unless we notify the Customer of changes in pricing and/or billing including Course Enrolment Fees, or any other business terms. We reserve the right to terminate or otherwise withdraw (i) any third party Product or service without notice, and (ii) the Agreement or any Service or Product provided hereunder for convenience, save for where the Product or Service has been Purchased by the Customer and said Purchase has not yet reached its End Date.

6.3 With respect to Licenses, the term of the Agreement (the “Term”) commences on the Effective Date, subject to possible delays, and will continue thereafter until the End Date of the License Purchase, or is terminated as provided herein or in the Terms of Service. Thereafter, Licenses may be renewed subject to the Renewal Terms specified in the Purchase Agreement, or on alternative terms that may be offered to the Customer by Core Learning Services Ltd.

6.4 Core Learning Services Ltd reserves the right to alter the Products, License Fees and terms of any new License in advance of its renewal, unless such Renewal Terms have been set in advance (for example, in the case of a 3-year License). Applicable pricing and billing will continue unchanged unless Core Learning Services Ltd notifies the Customer of changes in pricing and/or billing including Subscription Fees, billing interval, minimum Subscription Fees, acceleration fees, or any other business terms, prior to the start of a Purchase. Core Learning Services Ltd reserves the right to terminate (i) the provision of any third party Product or Service without notice, save for the continuation of such Products and Services under a current Purchase Agreement.

6.5 The Customer may terminate the Purchase Agreement if Core Learning Services Ltd materially breaches the Purchase Agreement and such breach has not been cured within thirty (30) business days of notice of such breach. Any termination by The Customer (other than for Core Learning Services Ltd’s material breach of the Agreement as set forth in these Terms and Conditions) and any termination by Core Learning Services Ltd for The Customer’s breach, prior to the end of the Initial Term or, as applicable, the current Renewal Term, will subject the Customer to an early termination (acceleration) fee by way of liquidated damages and not as a penalty for lost PAYG or License Fee revenue for the remainder of the Term. The early termination fee will be (a) the amount of all Subscription Fees that would be due for the remainder of the then current contract Term (that is the Initial Term or the current Renewal Term), plus (b) any other fees or amounts due (for example, for professional services).

6.6 Upon termination or expiration of the Agreement (including the expiry of the Customer’s Purchase), The Customer shall have no rights to continue use of the Service or the Products. The following provisions will survive termination: all definitions, The Customer’s accrued financial obligations, the license to The Customer Data to the extent reasonable for Core Learning Services Ltd’s discharge of its post-termination obligations.

7. Disclaimer of Warranties

7.1 The warranties stated expressly stated in this Agreement or the Terms of Service are the sole and exclusive warranties offered by Core Learning Services Ltd. There are no other warranties or conditions by Core Learning Services Ltd or its Product Suppliers, express or implied, including without limitation, those of merchantability, fitness for a particular purpose or non-infringement.

7.2 Except as expressly stated herein, the Service and Products are provided to the customer on an “as is” and “as available” basis, and are for the Permitted Use only. The customer assumes all responsibility for determining whether the Service or Products or the information generated thereby is accurate or sufficient for the Customer’s purposes. Neither Core Learning Services Ltd nor its Product Suppliers warrant that use of the Service will be error-free or uninterrupted. Course Source is not responsible for software use by the customer or users or for the operation or performance of the internet or any other network. Core Learning Services nor its Product Suppliers are liable for any loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the delivery of the Products may be subject to limitations, delays and other problems inherent in the use of such communications facilities

7.3 Limitations of Liability

7.3.1 The Customer understands that education content is presented in good faith by Product Suppliers using the Core Learning Services Platform, and that Core Learning Services Ltd has no liability whatsoever for the completeness and legal compliance of any content provided in courses within the system. It is the Customers responsibility to satisfy themselves that the content of the educational material meets their requirements.

7.3.2 Except with regard to the Customer’s payment obligations and with regard to either party’s obligations under the indemnification provisions of the terms of service, in no event will either party’s aggregate liability exceed the license fees due for twelve (12) month period measured by the monthly payment obligation at the time of the event giving rise to such claim.

7.3.3 The parties acknowledge that the limitations set forth in this Section are integral to the amount of fees charged in connection with the license of the Service, and if Core Learning Services Ltd assumed further liability, the fees would be set substantially higher. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitations of liability for incidental or consequential damages, so the exclusions set forth above may not apply to the Customer.

8. Definitions

The following definitions (and additional definitions defined elsewhere in the Agreement) will apply:

“Authorised Reseller” means an organisation that, under an agreement with ourselves, resells, any of the Products and/or Services that we supply to its own Customers (for access by such Customers’ own end Users).

“Authorised User” (“User”) means any individual that accesses (at any time), the Core Learning Services Platform to consume or access the Products and/or Services we provide for the Permitted Use.

“Account Holder” means the individual(s) designated by the Customer as its contact responsible for the overall relationship between the Customer and Core Learning Services Ltd.

“Account” means the mechanism by which Core Learning Services will provide access to the Products and/or Services to a specific Customer and/or User via the Core Learning Services Platform, under these Terms and Conditions.

“Agreement” means this Agreement, including the Terms and Conditions, attached Schedule(s), any agreed Statements of Work (also known as Work Orders), and the online Terms of Service incorporated herein.

“Confidential Information” means (i) the terms (but not the fact) of the Agreement, (ii) The Customer Data, (iii) Core Learning Services Ltd’s software, documentation and technical data, (iv) Content (other than Content that is publicly available), and (v) any information that is clearly identified in writing within thirty (30) days of disclosure as confidential or should reasonably be understood by the recipient to be confidential.

“Content” means information and data from Course Source or its eLearning providers available by means of the Service or on Course Source’s web site regarding the features, operation, and use of the Service.

“Core Learning Services Platform ” means this website (www.course-source.com) and our Learner Management Systems and Learner Portals (a variety of online websites and systems provisioned via www.course-source.net) that provide access to eLearning Products that we supply.

“Customer” or “Client” means the individual or legal entity that procures Products and/or Services from Core Learning Services Ltd.

“Customer Data” means data, information or material provided or submitted by The Customer or any User to Course Source and any copies Course Source makes in the course of utilising the Service.

“Customer Support” means our Customer support organisation (which, by extension, may also include Customer Support provided by our Product Suppliers or Authorised Resellers).

“Effective Date” is defined on any Purchase Agreement that we provide to the Customer, or (in the absence of a separate Purchase Agreement) will be the date that that that we fulfil your order on the Core Learning Services Platform, such that the agreed Products and/or Services are available for use by the Customer.

“End Date” means the expiry date of a Purchase (after which access to the Products and/or Services will no longer be available to the Customer and/or Users, unless a subsequent Purchase is made). Unless otherwise agreed by Core Learning Services Ltd, the End Date for each Purchase is 12 months from the Effective Date.

“Enrolment” means the allocation of access to a Product to a specific User and is for the sole use of that User. Enrolments are time limited, as set out in the Purchase Agreement. Enrolments made under a License Purchase will not exceed the End Date of the License. Enrolments made under a PAYG Purchase will typically provide each User with either 3 or 6 months’ access to the Product (from the date of each Enrolment).

“Initial Term” means the first period of an initial Purchase (typically 12 months from the Effective Date, unless otherwise agreed by Core Learning Services Ltd).

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, database rights, rights in undisclosed or confidential information such as know-how and other trade secret rights, and all other intellectual property rights or similar proprietary rights of whatever nature (whether registered or not and including applications to register or rights to apply for registration), derivatives, and forms of protection of a similar nature which may now or in the future subsist anywhere in the world.

“License” means the provision of access to a specified set of Products for a fixed number of Users and within a set time period (12 months from the Effective Date, unless agreed otherwise by Core Learning Services Ltd).

“License Fee” means the service price for a License as defined and presented by Core Learning Services Ltd their proposal to the Customer.

PAYG Credit” means the service price as defined on the Course Source website or as defined and presented by Core Learning Services Ltd their proposal to the Customer. PAYG Credit will expire after 12 months from the Effective Date, unless otherwise agreed by Core Learning Services Ltd.

“Permitted Use” means the non-commercial use of the Products and/or Services by the Customer and/or User for internal educational or educational related purposes via the Core Learning Services Platform or the Customer’s Learner Management System.

“Product” or “Products” means any Content, online training material, course information and associated learning resources that are made available via our Service, including via the Core Learning Services Platform and/or any alternative Learner Management System. Typically, but not exclusively, a “Product” would be an eLearning course, including the information and media that it contains and all of its component parts.

“Product Supplier” means the business or organisation that created the Product or otherwise owns the Intellectual Property Rights to the Product.

“Purchase” means the payment (or agreement to pay) by the Customer for the supply of specific Products and/or Services from Core Learning Services. Such Purchases are always time-limited (typically 12 months) and constrained to a pre-defined number of Users or Enrolments or to an overall Purchase value, as defined in the Purchase Agreement.

Purchase Agreement means an agreement between the parties (incorporating these Terms and Conditions) for Core Learning Services Ltd to supply Products and/or Services to the Customer for a specific price, and within set usage and pricing parameters. A Purchase Agreement may simply be the Customer’s written acceptance of a Quote from Core Learning Services Ltd for the provision of specific Products and/or Services, or may be in the form of a separate contract that both parties agree to.

“Service” means (i) our online service(s) including the Core Learning Services Platform , the Products that we supply, and our Customer Service, or alternatively as described in the Pricing Schedule and applicable printed or online user documentation on the Core Learning Services Platform or (ii) or on any Purchase Agreement, or (iv) any third party service or product that is included in the Service or described in the Pricing Schedule, which is not provided under separate agreement between the Customer and the third party. Unless expressly provided for in writing between Core Learning Services and and the Customer, any third party services or products are provided “as is’ and without any warranty, indemnity, or support of any kind. We reserve the right to make changes and update to the functionality of the Service from time to time.

“Renewal Terms” means the agreed pricing and/or other conditions for a repeat Purchase of Products and/or Services by the Customer.

“Support Contact” means the User or Users designated by the Customer as its contact for day-to-day interaction with Core Learning Services Ltd.

9. Miscellaneous

9.1 The Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties. The Agreement, including all exhibits and/or attachments and the Terms of Service represent the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior discussions, writings, communications, emails and/or agreements between the parties and is intended to be the final expression of their Agreement. Except as set forth in the Agreement, it shall not be modified or amended except in writing signed by both parties.

9.2 The Agreement shall be governed in accordance with the Laws of England. If any provision is held by a court of competent jurisdiction to be contrary to law, such provision shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect.

Neither party shall be liable for any loss or delay (not including delay in payment) resulting from any force majeure event or condition, including, but not limited to, acts of God, fire, natural disaster, terrorism, sabotage, Internet failure, labour stoppage, war or military hostilities, criminal or wrongful acts of third parties or other event or condition that is beyond the reasonable control of a party, and any performance date (other than for payment) or delivery of Service date shall be extended to the extent of any delay resulting from any force majeure event or condition.

Neither party may assign the Agreement without written consent of the other, except to a related entity or the successor of all or substantially all of the assignor's line of business or assets to which the Agreement relates; provided, however, that The Customer may not assign this Agreement to any Course-Source competitor. The Agreement will be interpreted fairly in accordance with its terms, without any strict construction in favour of or against either party.

9.3 Changes to this Agreement

Core Learning Services Ltd reserves the right to update these Terms and Conditions at any time. Our latest Terms and Conditions are available online here:
https://course-source.com/terms-and-conditions