Business Terms and Conditions of Sale

1. Terms & Conditions
2. Meaning of defined terms in these Terms and Conditions of Sale
3. Acceptance by us of orders
4. Courses
5. Subscription
6. Audit Services
7. LMS Services
8. Users
9. Your obligations
10. Charges
11. Suspension
12. Intellectual property rights
13. Data Protection
14. Term and Cancellation
15. Liability
16. Events outside our control
17. Other important terms

1. These Terms and Conditions

1.1

Unless otherwise agreed, these terms and conditions (Terms and Conditions) apply to all orders you, the customer (you), place with Virtual College Limited (company number 03052439) (us) to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing and constitute the entire agreement between us.

1.2

If you are buying RTG Services from us wholly or mainly for your personal use (not in connection with your trade, business, craft or profession), then you are a consumer customer and our consumer terms and conditions (a copy of which can be found here will apply to our Contract with you instead of these terms.

2. Meaning of defined terms in these Terms and Conditions of Sale

2.1

The following definitions are defined within the body of these Terms and Conditions in the following clauses: (i) Terms and Conditions, clause 1.1, (ii) you, clause 1.1, (iii) us, clause 1.1, (iv) Online Order Confirmation, clause 3.2, (v) Online Commencement Date, clause 3.2, (vi) Proposal, clause 3.4, (vii) Offline Order Confirmation, clause 3.4, (viii) Offline Commencement Date, clause 3.4, (ix) Transfer, clause 6.4, (x) Our Content, clause 9.2(c), (xi) Charges, clause 10.1, and (xii) Event Outside Our Control, clause 16.1.

2.2

In addition, the following definitions apply to these Terms and Conditions:

Audit Services	An application of the learning management system designed to help improve and meet an organisation’s compliance and regulatory needs.
Booster Payment	A payment in addition to the Charges in accordance with our then current rates;
Business Day	A day other than a Saturday, Sunday or public holiday in England when the banks in London are open for business;
Commencement Date	Either the Online Commencement Date or the Offline Commencement Date, as applicable;
Contract	Our contract with you for the supply of RTG Services which is made up of your order, a Proposal, these Terms and Conditions and the Data Processing Agreement;
Course	An educational course, component elements of educational courses or complementary materials (such as summaries, tips and hints, infographics, hot-topics, videos and other materials) provided by us whether purchased as a Subscription or as a single purchase or a course;
Eligible Third Parties	Those parties expressly permitted to access the RTG Services as set out in the Proposal;
Initial Term	has the meaning given to it in clause 14.1;
Insolvency Event	the other party: (a) enters liquidation or a winding up petition is presented against the company; (b) has a receiver, liquidator, administrator, trustee or an individual with a similar role appointed over any of its assets; (c) proposes to make any arrangements with its creditors or passes a resolution to place the company into liquidation; or (d) suffers an event which, under the law of a different country, is equivalent to any of the previously specified acts or events;
Intellectual Property Rights	Any current and future intellectual property rights and interests including patents, utility models, designs, design rights, copyright (including rights in software), decryption rights, database rights, trade marks, rights pursuant to passing off, service marks, business and trade names, domain names, know-how, topography rights, inventions, rights in confidential information (including technical and commercial trade secrets) and image rights, and rights of a similar or corresponding character in any part of the world, in each case whether registered or not and including any application for registration and renewals or extensions of such rights in any country in the world;
LMS Services	The Online Order Confirmation or the Offline Order Confirmation, as applicable;
Order Confirmation:	The Online Order Confirmation or the Offline Order Confirmation, as applicable;
Renewal Term	Has the meaning given to it in clause 14.1(b);
RTG Services	Our ready-to-go services, being some or all of: (i) Courses; (ii) LMS Services; and (iii) Audit Services;
Subscription	The purchase of a collection of Courses that can be accessed by you, or (if applicable) your Users, during the Term;
User	A user of the RTG Services, whether as a learner authorised by the Customer, or undertaking an audit function on behalf of the Customer

3. Acceptance by us of orders

3.1

We reserve the right to reject any order for any reason. If we reject an order (for whatever reason) we will inform you as soon as possible.

Placing your order online

3.2

You may place an order for RTG Services via our website, which shall constitute an offer by you to buy the RTG Services specified in the order. We will send you an email acknowledging your order, which will confirm the order details and details of how to access the purchased RTG Services (Online Order Confirmation), at which point and on which date (Online Commencement Date) the Contract between you and us will come into existence.

3.3

Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.

Placing your order offline

3.4

Where you contact us by any means, other than online, about purchasing RTG Services, we may provide you with a proposal for the purchase of such RTG Services (a Proposal). The Proposal shall be deemed to be accepted on the earlier of (i) signature by you of the Proposal; (ii) separate correspondence by letter or by email accepting the Proposal; (iii) payment by you of the price quoted in the Proposal; and (iv) your or your Users’ first use of the RTG Services quoted in the Proposal (Offline Order Confirmation), at which point and on which date (Offline Commencement Date) the Contract between you and us will come into existence, unless a different date is specified in a Proposal.

4. Courses

4.1

Each Course included in the RTG Services ordered shall be viewable and accessible by the Customer (or its User(s)) for the Term. If completion of a Course by a User is certified, the completion of that Course by a User will only be certified once during each twelve months of the Term.

4.2

Any descriptions, specifications, advertising material or overview information in relation to a Course is published for the sole purpose of giving an approximate description of the Courses. They will not form part of the Contract or have any contractual force. The Courses delivered may differ in non-material respects from any information provided. Any typographical, clerical or other error or omission in any description, sales literature, price list, Proposal or invoice issued by us will be subject to correction without liability on our part.

4.3

We may amend the content of the Courses from time to time without notice to you, including (without limitation) where required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Courses.

4.4

We do not give any representation, warranty or undertaking in relation to the Courses. Any representation, undertaking, condition or warranty which might be implied or incorporated into these terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that a Course is suitable for your purposes and do not guarantee any specific results from participating in a Course.

5. Subscription

5.1

If you purchase a Subscription, each Course available under your Subscription can be made available by you or by us on your instruction to all of the Users for whom you have purchased the Subscription, during the Term.

5.2

Subject to clauses 5.3 and 5.4, the maximum number of Users that you authorise to access the Courses included in the Subscription shall not exceed the number of user subscriptions you have purchased for those Courses as specified in your Order Confirmation.

5.3

If you wish to add further Users to your Subscription, you may do so by calling our customer support team on 01943 605976. A Booster Payment will be required to add further Users.

5.4

If a User leaves your organisation before accessing any Courses, their Subscription may be transferred to a new User (a Transfer). Any Transfer must be made by calling our customer support team on 01943 605976.

5.5

Where further Users have been added to your Subscription, such additional Users’ access to Courses available under the Subscription shall commence on invoice of the Booster Payment and shall continue until the end of the Term.

6. Audit Services

6.1

Audit Services ordered shall be accessible by the Customer (or those of its User(s) authorised to utilise the Audit Services) for the Term.

6.2

Any descriptions, specifications, advertising material or overview information in relation to the Audit Services is published for the sole purpose of giving an approximate description of those services. They will not form part of the Contract or have any contractual force. The Audit Services delivered may differ in non-material respects from any information provided. Any typographical, clerical or other error or omission in any description, sales literature, price list, Proposal or invoice issued by us will be subject to correction without liability on our part.

7. LMS Services

7.1

You may utilise our LMS Services to allocate, manage and access our Courses for you and/or your Users and to access our Audit Services.

7.2

Promptly on receipt of your Order Confirmation, we will email you with activation details for you, and/or those Users you have authorised to use the LMS Services. Once activation is completed, we will grant you access to your LMS Services account.

7.3

We shall use reasonable endeavours to procure that LMS Services are available 24 hours a day, seven days a week, subject to any planned, unscheduled and emergency maintenance.

7.4

The system requirements for use of the LMS Services can be found here.

7.5

We shall not be responsible for any delays, failures (whether in whole or in part) of the LMS Services, or for any losses, claims, costs, expenses or damages resulting from any such delays or failures (and clause 7.3 shall not apply) to the extent that such delay or failure of the LMS Services is caused by:

your, or your Users’, use of the LMS Services contrary to our instructions;
your, or your Users’, failure to comply with clause 7.4;
modification or alteration of the LMS Services by any third party other than by us, or our authorised contractors or agents.

7.6

We shall use reasonable endeavours to procure that your use of the LMS Services will be uninterrupted, but you hereby agree and acknowledge that we cannot guarantee this or that the LMS Services will be error-free or will meet your, or your Users’, requirements.

7.7

We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities (including, without limitation, via the LMS Services).

7.8

All Intellectual Property Rights in the LMS shall be owned by us or our licensors (as the case may be). Except as expressly stated herein, the Contract does not grant you, or your Users, any rights to or in, any Intellectual Property Rights in respect of the LMS.

8. Users

8.1

You will ensure that all Users comply with your obligations under the Contract and will be primarily liable for their acts and/or omissions. If you become aware of any violation of your obligations under the Contract by a User, you will immediately terminate that User’s access to the RTG Services.

8.2

You shall ensure that:

each User registered for our LMS Services shall be bound by (i) the terms and conditions set out with the LMS Services, (ii) our usage policy and (iii) our privacy policy which can be viewed here.
each User will keep a strong and secure password for his/her use of the RTG Services, which shall be kept confidential; and
you shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the RTG Services and, in the event of any such unauthorised access or use, promptly notify us by email to customersupport@virtual-college.co.uk.

9. Your obligations

9.1

You must:

provide us with such information, materials and co-operation as we may reasonably require in order to supply the RTG Services, and ensure that such information is complete and accurate in all material respects; and
maintain all licences, consents, and permissions necessary that you are responsible for, to enable us to provide and you to use the RTG Services

9.2

You may not:

access, store, distribute or transmit any viruses, or any material during your use of the RTG Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; or is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity, and we reserve the right, without liability to you, to disable your access to any material that breaches the provisions of this clause;
access all or any part of the RTG Services in order to build a product or service which competes with us (or any part of them) or attempt to obtain, or (subject to clause 9.4) assist third parties in obtaining, access to the RTG Services, other than as provided under the Contract;
other than as allowed by applicable law, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the content we make available to you in connection with the RTG Services (Our Content), or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Our Content.

9.3

You shall not be permitted to sub-licence the rights granted to you under this Contract, nor sell or otherwise permit third parties to access the RTG Services except as expressly set out in the Proposal.

9.4

If you are permitted to sub-licence the rights granted to you under the Contract to Eligible Third Parties and allow Eligible Third Parties access to the RTG Services, you shall:

ensure that each Eligible Third Party shall comply with the terms of the Contract; and
remain fully liable for all acts and omissions of the Eligible Third Parties.

10. Charges

10.1

You must pay the prices quoted either (i) on our website at the time you submit your order, or (ii) in our Proposal (where applicable), or (iii) in the case of a Renewal Term, the prices quoted on our website on expiry of the Initial Term (or Renewal Term, as applicable) or the prices quoted in any updated Proposal, together with any Booster Payments (our Charges) in accordance with this clause 10.

10.2

Unless stated otherwise, our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the RTG Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.

10.3

Unless otherwise stated, payment for the RTG Services purchased online is in advance and must be received in full before your order can be processed. Payment for the RTG Services will be taken at the time of order through our third-party payment provider (as we shall nominate from time to time). Payment will be received by us upon confirmation from such provider that the transaction has been completed.

10.4

If you purchase RTG Services offline, an invoice (either electronic or paper) will be provided together with our Proposal and you must pay the amount due under any such invoice within 30 days of the date of that invoice in full and cleared funds into the bank account nominated by us from time to time.

10.5

Where a Booster Payment is required, we will submit an invoice to you which must be paid in accordance with clause 10.4.

10.6

You must pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

11. Suspension

11.1

Without prejudice to any of our other rights or remedies, we may suspend your (and/or your ) access to the RTG Services immediately if we at any time reasonably believe that:

you, or any of your Users, are in breach of the Contract, including if you are late in paying the Charges by more than 10 days;
your, or any of your Users’ use of the RTG Services breaches our website or LMS usage policies, or privacy policy, or creates a security risk to us or any third party; or
your, or any of your Users’ use of the RTG Services adversely impacts our systems, Our Content or any of our other customers or learners.

11.2

We shall only be obliged to lift any suspension pursuant to clause 11.1 if you have remedied the cause to our reasonable satisfaction.

11.3

You shall remain liable for our Charges notwithstanding any suspension in accordance with clause 11.1.

12. Intellectual property rights

12.1

All Intellectual Property Rights in or arising out of or in connection with the RTG Services and the Content (other than Intellectual Property Rights in any materials provided by you) will be owned by us.

12.2

We agree to grant you a non-exclusive, royalty-free licence during the Term to use the deliverables specified in your order (excluding materials provided by you) for the purpose of receiving and using the RTG Services and such deliverables.

13 Data Protection

13.1

In fulfilling our obligations under the Contract, we may collect personal data from you both in the capacity of a controller and a processor. Where we do so, the terms of our Data Processing Agreement shall apply, a copy of which is found here: each User registered for our LMS Services shall be bound by (i) the terms and conditions set out with the LMS Services, (ii) our usage policy and (iii) our privacy policy which can be viewed here.

14. Term and Cancellation

14.1

The Contract will come into effect on the Commencement Date and shall, unless terminated earlier in accordance with its terms, continue for a period of 12 calendar months or such other period as detailed in the Proposal (the Initial Term).

If you have purchased Courses outside of a Subscription the Contract shall automatically terminate on expiry of the Initial Term, unless agreed otherwise with us.
If you have purchased a Subscription, Audit Services or LMS Services we shall notify you before the date of expiry. If you do not serve us notice to terminate the Contract (no later than 14 days before its expiry date), it shall automatically renew for successive periods of 12 months (or such other period as detailed in a Proposal) at the end of the Initial Term (each successive period, a Renewal Term).

14.2

We may terminate the Contract and withdraw your and/or your Users’ access to the RTG Services if you:

or your User(s) commit a material breach of the Contract which, if capable of remedy, has not been remedied within 20 days of being notified to do so;
fail to pay any sum due under the Contract by the due date for payment and fail to make payment within 5 Business Days of being notified to make payment; or
are subject to an Insolvency Event. Where the Contract is terminated in accordance with this clause 14.2, you shall not be entitled to a refund (in whole or in part) for the RTG Services purchased.

14.3

On termination of the Contract for any reason:

all Charges that are payable by you under the Contract shall become due for payment immediately;
all rights granted to you under the Contract shall immediately terminate;
you will immediately return or (at our request) destroy all (if any) of Our Content in your possession; and
you are responsible for removing all of your content (including, but not limited to, your certificates) by 23:59:59 on the effective date of termination. If your content is not removed by this time we may destroy or dispose of your content.

14.4

Where requested, we will provide reasonable commercial assistance to facilitate the smooth transition to another course provider, provided that you reimburse our reasonable costs incurred for such assistance.

14.5

Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

14.6

Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

15. Liability

15.1

Nothing in the Contract limits or excludes our liability for:

death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
fraud or fraudulent misrepresentation; or
any other liability which cannot be limited or excluded by applicable law.

15.2

Subject to clause 15.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, misrepresentation, restitution or otherwise, arising under or in connection with the Contract for: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of use or corruption of software, data or information; (vi) loss of management or office time; (vii) loss of or damage to goodwill; or (viii) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

15.3

Subject to clause 15.1, our (and any of our group companies, officers, directors, employees, shareholders, sub-contractors or agents of any of them) total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, will be limited to:

the total Charges you have paid to us under the Contract in the 12-months preceding the claim; or
for each claim in the first 12-months, the total Charges you have paid to us under the Contract from the Commencement Date to the date on which the liability arose.

15.4

We try to ensure that our website is always available to you. If our website is unavailable at any time and for any period (for whatever reason), we shall not be liable to you for any losses suffered or incurred as a result.

15.5

This clause 15 will survive termination of the Contract.

16. Events outside our control

16.1

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control, including but not limited to, server failures, software failures, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, or other natural disaster, or failure of public or private telecommunications networks (Event Outside Our Control).

16.2

Either you or we may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days.

17. Other important terms

17.1

Notices. Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first-class post or other next Business Day delivery service, or email. A notice or other communication is deemed to have been received:

if delivered personally, on signature of a delivery receipt;
if sent by pre-paid first-class post or other next Business Day delivery service, at 9.00 am on the second working day after posting;
or if sent by email, by 9.00 am the next Business Day after transmission

17.2

Assignment and transfer.

We may assign or transfer our rights and obligations under the Contract to another entity on written notice to you.
You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

17.3

Variation. We may revise these Terms and Conditions and/or the Data Processing Agreement from time to time to (i) change how we accept payment from you, (ii) reflect any necessary changes in relevant laws and regulatory requirements, (iii) to reflect any changes to our operating or delivery processes, or (iv) to amend the Charges for a Renewal Term in accordance with clause 10.1 (iii). Any other variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

17.4

Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

17.5

Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract, save that this shall not limit any claim by you for our fraudulent misrepresentation.

17.6

Severance. Each paragraph of these Terms and Conditions operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

17.7

Third Party Rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

17.8

Governing law and Jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.

Version 1. Issued 28th August 2020