END USER TERMS AND CONDITIONS
Fenman Limited (company number 02173351), a company incorporated under the laws of England with its registered office at 4 Grosvenor Place, London, SW1X 7WL ("Fenman") offers to provide you ("User"), and you hereby accept, access to certain training materials and content via the Service (as defined below) on the following terms and conditions.
1. DEFINITIONS
For ease of reference, certain words used throughout this Agreement are given a specific meaning. These meanings are set out below:
"Agreement" means these terms and conditions;
"Content" means content made available on the Website for download by the User upon payment of the applicable Fees;
"Fees" means the fees to be paid by the User for download of items of Content as further detailed on the following page of the Website: Purchase;
"Materials" means all information and graphics appearing on the Website, including all Content, text, illustrations and images;
"Service" means the service provided by Fenman and its licensors whereby Content is made available for download by Users; and
"Website" means the internet website at which the Service is hosted from time to time.
In this Agreement, references to Clauses are to clauses of this Agreement
2. USE AND LICENCE
2.1 Fenman and its licensors shall provide access to Content via the Service to the User in return for payment of the applicable Fees and observance by the User of its obligations under this Agreement.
2.2 The User will use the Service and Materials in accordance with the terms of this Agreement and any reasonable instructions provided by Fenman and/or its licensors in writing or on the Website (as this may be updated from time to time).
2.3 In consideration for payment of the applicable Fees, Fenman hereby grants to the User and the User accepts a non-exclusive non-transferable licence to download purchased Content from the Website and to use the same for its personal use only. The User shall be permitted to make available physical (not electronic) copies of purchased Content where the User's business involves the delivery of face-to-face training or coaching services or the development of associated materials (provided that the User shall notify recipients of the Content of the confidential and proprietary nature of the same) and to retain one electronic copy of the Content for back-up purposes. No other reproduction, modification, copying, distribution or use of the Content is allowed without the express written consent of Fenman.
2.4 The licence granted under Clause 2.3 shall be perpetual subject always to proper termination by Fenman in accordance with Clause 13.1.
3. PAYMENT
3.1 In return for the provision of Content, the User will pay the applicable Fees. Fees shall be payable in full prior to the download of related Content.
3.2 Payment shall be made in the manner detailed on the Website.
3.3 Payments are stated exclusive of Value Added Tax or any other applicable sales tax, which will be payable in addition by the User.
3.4 Fenman and its licensors shall be entitled to increase or decrease Fees for any Content at any time without notice to Users.
4. SUPPORT
Details of support services provided by Fenman to support the Service and the Website and related contact details are contained on the following page of the Website: Contact Us.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 The User acknowledges that all copyright, trade marks (registered or unregistered), know-how, and all other intellectual property rights in and to the Materials, the Website and the Service shall belong to Fenman or its third party licensors as the case may be.
5.2 No copyright or other proprietary notices may be removed from the Materials by the User.
6. EXTERNAL WEB LINKS
The Website contains hyperlinks to a range of other websites. These websites are not under the control of Fenman or its licensors and therefore neither Fenman nor its licensors assumes any responsibility or liability for any material that may reside on any such websites.
7. ACCURACY OF INFORMATION
Fenman and its licensors use their best efforts to keep the Materials available on the Website accurate. However neither Fenman nor its licensors make any guarantee of any kind, either express or implied, regarding the accuracy or validity of the Materials. The User acknowledges that any reliance upon such Materials obtained from the Website is at the sole risk of the User.
8. EXCLUSIONS AND LIMITATIONS
8.1 FENMAN WARRANTS THAT THE USER MAY MAKE USE OF THE SERVICE AND MATERIALS AS PERMITTED BY THIS AGREEMENT. ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW AS TO THE NATURE OR QUALITY OF GOODS OR SERVICES OR OTHERWISE ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FENMAN'S AND ITS LICENSORS' MAXIMUM LIABILITY IN RESPECT OF THE PROVISIONS OF THE SERVICE (WHETHER ARISING IN NEGLIGENCE OR OTHERWISE) WILL BE LIMITED TO THE GREATER OF £10,000 OR AN AMOUNT EQUAL TO THE TOTAL FEES PAID BY THE USER. NEITHER FENMAN NOR ITS LICENSORS WILL IN ANY EVENT BE LIABLE FOR ANY CONSEQUENTIAL OR INDIRECT LOSS OR DAMAGE OR FOR ANY LOSS OF PROFIT, DATA OR BUSINESS (HOWSOEVER CAUSED AND WHETHER ARISING OUT OF ANY BREACH OF THESE CONDITIONS, NEGLIGENCE OR OTHERWISE).
8.2 NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS LIMITING OR EXCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF FENMAN, ITS DIRECTORS, EMPLOYEES OR AGENTS, OR FOR FRAUDULENT MISREPRESENTATION.
9 RESERVATION OF RIGHTS
Fenman reserves the right for itself and for its licensors to suspend all or any of the Service for technical, legal or regulatory reasons. Wherever possible, Fenman shall provide notice of such matters.
10. INTERRUPTION TO SERVICE
The User accepts that computer and telecommunication systems are not fault free and may experience or require occasional periods of downtime (during which some or all of the Service will not be available) whether for repair, maintenance, upgrading or otherwise, and Fenman cannot guarantee uninterrupted availability. Fenman will use all reasonable endeavours to minimise such periods of non-availability. The User shall have no claim for breach of contract or otherwise in respect of any such period of non-availability.
11. USER INFORMATION
Certain areas of the Website allow for the exchange of information between the User and Fenman. By accepting this Agreement the User consents to the use of its personal information in accordance with the terms of the privacy policy on the Website, which the User confirms it has accepted and read.
12. USER OBLIGATIONS
12.1 The User will not use the Service to transmit any improper, illegal or defamatory messages nor transmit any message, data, image or program that would violate the property rights of others, including unauthorised copyrighted text, images or programs, trade marks or trade secrets or other confidential proprietary information.
12.2 The User will not interfere, in any way, with others' use of or access to the Website.
12.3 Fenman reserves the right (for itself and for its licensors) to take such action as it deems appropriate, including but not limited to the immediate removal of such content, where the Website is used by Users to disseminate statements which are offensive or harmful.
12.4 Fenman reserves the right (for itself and for its licensors) to suspend or terminate provision of the Service to any User which is or appears to be in breach of any of the provisions of this Agreement, including the provision by a User of false details or other misuse of the Service.
13. TERMINATION
13.1 Fenman shall be entitled to terminate this Agreement and any licence granted under it with immediate effect if the User breaches the terms of this Agreement at any time. Upon such termination of the licence, the User shall cease use of the Content immediately and destroy all copies of the Content in its possession.
13.2 On termination of this Agreement, all rights of the User to access, view, download, store, copy, and use the Materials, and to permit any of the above, will cease.
14. GENERAL
14.1 This Agreement and the documents referred to in it constitute the entire agreement and understanding between the parties and supersede any previous agreement between the parties relating to the subject matter of this Agreement.
14.2 Fenman may assign or sub-contract its rights or obligations under this Agreement. Assignation or sub-contracting of the User's rights and obligations will be permitted only with the prior written consent of Fenman.
14.3 The User acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement. Nothing in this Agreement shall, however, operate to limit or exclude any liability for fraud.
14.4 Neither party will be liable for any breach of this Agreement due to a matter outside that party's reasonable control.
14.5 If any provision of this Agreement becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement or the legality, validity or enforceability in any other jurisdiction of that or any other provision of this Agreement.
14.6 This Agreement shall be governed and construed in accordance with the law of Scotland and both parties hereby submit to the exclusive jurisdiction of the Scottish courts.