The meaning of capitalised words in these Terms and Conditions of Sale
Words defined in the text The following definitions are defined within the body of these Terms and Conditions in the following clauses: (i) Terms and Conditions, clause 2.1, (ii) us, clause 2.1, (iii) Order Confirmation, clause 3.2, (iv) Commencement Date, clause 3.2, (v) Our Content, clause 9.2(c), (vi) Charges, clause 11.1, (vii) Event Outside Our Control, clause 4.1, (viii) Initial Term, clause 15.1, and (ix) Renewal Term, clause 15.1(b).
Other defined terms In addition, the following definitions apply to these Terms and Conditions:
A day other than a Saturday, Sunday or public holiday in England when the banks in London are open for business;
Our contract with you for the supply of RTG Services which is made up of your order and these Terms and Conditions;
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;
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;
Means the learning management system services through which our Courses will be allocated and utilised by you;
Our ready-to-go services, being some or all of: (i) Courses (including component elements of educational courses or complementary materials such as summaries, tips and hints, infographics, hot-topics, videos and other materials); and (ii) LMS Services;
The purchase of a collection of Courses that can be accessed by you during the Term; and
The Initial Term, together with any Renewal Term.
These Terms and Conditions
Company details. Unless otherwise agreed, these terms and conditions (Terms and Conditions) apply to all orders you place with Virtual College Limited, a company registered in England with registered office at Marsel House, Stephensons Way, Ilkley, West Yorkshire, LS29 8DD (us). Our registered VAT number is GB755296890.
How we may contact you. If we need to contact you we will do so by writing to you at the email address you provided to us in your order, or such details as you may provide to us from time to time.
Please read these Terms and Conditions carefully before submitting your order. The Terms and Conditions tell you who we are, how we will provide RTG Services to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think there is a mistake in these Terms and Conditions, please contact us to discuss. You should print a copy of these Terms and Conditions or save them to your computer for future reference.
Business terms. If you are buying RTG Services from us wholly or mainly in connection with your trade, business, craft or profession, then you are a business customer and our business terms and conditions (a copy of which can be found here) will apply to our Contract with you instead of these Terms and Conditions.
Acceptance by us of orders
Rejection of order. We reserve the right to reject any order for any reason. If we reject an order we will inform you as soon as possible and refund any applicable pre-paid sums.
Placing your order online. 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 (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence.
Checking your order. 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.
Access to a Course. Each Course included in the RTG Services ordered shall be viewable and accessible by you for the Term. If completion of a Course is certified, the completion of that Course will only be certified once during each twelve months of the Term. If our provision of the Course and/or the LMS Services is delayed by an Event Outside Our Control, then we will contact you as soon as possible to let you know and will take steps to minimise the effect of the delay. Provided we do this we will not be liable for such delays. For the purposes of this clause 4.1, an “Event Outside Our Control” means 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
Non-contractual material. 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 or invoice issued by us will be subject to correction without liability on our part.
Preventing unauthorised access
You shall 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 firstname.lastname@example.org
If you purchase a Subscription, each Course available under your Subscription can be accessed by you at any time during the Term. Only you are authorised to access the Courses included in the Subscription.
Your use of the LMS Services. You may utilise our LMS Services to allocate, manage and access the courses you have purchased.
Activation details. Promptly on receipt of your Order Confirmation, we will email you with activation details. Once activation is completed, we will grant you access to your LMS Services account.
Availability of the LMS Services. We shall use reasonable endeavours to procure that LMS Services are available for you 24 hours a day, seven days a week, subject to any planned, unscheduled and emergency maintenance. 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 requirements.
System requirements. The RTG Services require the following system: found here.
Transfer of data. 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).
What we need from you. You shall 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.
What you may not do. 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 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.
Changes to the RTG Services
We may make changes to the RTG Services (including the content of Courses) from time to time. If a change will affect the RTG Services in a material and disadvantageous way, we will notify you and you may contact us to end the Contract in respect of the affected part of the RTG Services before the changes take effect.
The charges. You must pay the prices quoted either (i) on our website at the time you submit your order, or (ii) in the case of a Renewal Term, the prices quoted on our website on expiry of the Initial Term (or Renewal Term, as applicable).
Incorrect pricing. It is always possible that, despite our best efforts, some of the Courses we provide may be incorrectly priced. If the correct price is higher than the price stated to you, we will contact you for your instructions before we accept your order.
VAT. You must pay the VAT-inclusive price (and if we quote a VAT-exclusive price, the price we charges shall have VAT applied to it at the point of payment). If the rate of VAT changes between your order date and the date we grant access to the RTG Services, we will adjust the rate of VAT that you pay, unless you have already paid for the Courses in full before the change in the rate of VAT takes effect.
Time for payment. 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.
Suspending the Course. We may have to suspend your access to the Courses and/or LMS Services to:
deal with technical problems or make minor technical changes;
update the Courses and/or the LMS Services to reflect changes in relevant laws and regulatory requirements; or
make changes to the Courses and/or the LMS Services like those detailed in clause 10.
Notifying you of suspension. We will use reasonable endeavours to contact you in advance of any suspension, unless the problem is urgent or an emergency. If we have to suspend access for longer than 30 days we will adjust the Charges so that you do not pay for the Courses while they are suspended.
Suspension for non-payment. We may also suspend access to the Courses and/or LMS if you do not pay us the Charges when you are supposed to and we have requested you to explain the position and you have failed to do so satisfactorily. As well as suspending access we can also charge you interest on your overdue payments.
Intellectual property rights
Our ownership of Intellectual Property Rights. All Intellectual Property Rights in or arising out of or in connection with the RTG Services and Our Content (other than Intellectual Property Rights in any materials provided by you) will be owned by us.
Your rights in respect of Intellectual Property Rights. We grant you the right 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 for domestic and private use. You may not sub-license, assign or otherwise transfer the rights granted in this clause 13.2
Your personal information. We will use any personal information you provide to us to:
provide the Courses;
process your payment for the Courses; and
(c) inform you about similar services that we provide (if you have consented for us to do so), but you may stop receiving these at any time by contacting us.
Further details of how we will process personal information are set out here.
Term and Cancellation
Duration of contract. 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 (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 we shall notify you before the date of expiry. If you do not cancel your Subscription (as detailed in clause 15.6) before the date of expiry, your Subscription shall automatically renew for a successive period of 12 months (each successive period, a Renewal Term).
If you change your mind. You have 14 days after the day we provide you with your Order Confirmation (or notice of any Renewal Term) to change your mind and cancel your order for Courses (or the Renewal Term). To do so, please follow the instructions in clause 14.6. Please note, however, once you have accessed the Courses (where access shall have the meaning given to it in clause 14.5 of these Terms and Conditions), you cannot change your mind, even if the 14-day period is still running.
Faults in the Course. If you have met the system requirements (detailed in clause 7.4) and a Course does not work, we will try to fix the issue. If we cannot fix the fault, or if it hasn't been fixed within a reasonable time and without significant inconvenience, you can get some or all your money back.
Your entitlement to a refund. If you are ending the Contract for a reason set out at (a) to (e) below, the Contract will end immediately and we will refund you in full for the Course which has not been provided and you may also be entitled to compensation. The reasons are:
we have told you about an upcoming change to the Course or these Terms and Conditions which you do not agree;
we have told you about an error in the price or description of the Course you have ordered and you do not wish to proceed;
there is a risk that supply of the Courses may be significantly delayed because of events outside our control;
where a fault in a Course cannot be fixed, in accordance with clause 15.3;
you have a legal right to end the contract because of something we have done wrong.
Refunds and course completion. If you have completed the course and/or printed the course certificate you shall not be entitled to a refund under clause 14.4
“Accessing” the course. For the purposes of this clause 14, accessed shall mean when the relevant online Course is commenced, or any associated materials are loaded or viewed by someone utilising your account.
How to cancel. To end the contract with us, please let us know by either calling us on 01943 605976 or emailing us at email@example.com. We require you to provide the date of purchase, the product purchased, the email address you used at time of purchase, and the reason for cancellation
Refund process. If you are entitled to a refund under these Terms and Conditions we will refund you the price you paid for the Course(s) by the method you used for payment and will make the refund no later than close of business on the next working day, to arrive in your account within 3-5 working days
Consequences of ending the contract. On termination of the Contract for any reason:
you must immediately pay all Charges that are due from you under the Contract;
all rights granted to you under the Contract shall immediately end.
Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
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.
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Courses including the right to receive services which are: as described and match information we provided to you; of satisfactory quality; fit for any particular purpose made known to us; supplied with reasonable skill and care; or any other liability which cannot be limited or excluded by applicable law.
We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms and Conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Contract or our failing to use reasonable care and skill. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
We are not liable for business losses. We only supply the Courses to you for domestic and private use.
Our overall liability. Our liability to you under the Contract 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.
LMS unavailability. We try to ensure that our LMS is always available to you. If our LMS 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.
If a problem arises or you are dissatisfied with the Course, please contact our customer support team on 01943 605976.
Other important terms
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
or if sent by email, by 9.00 am the next Business Day after transmission
Assignment and transfer.
We may assign or transfer our rights and obligations under the Contract to another entity but, if you are a consumer, will always notify you in writing if this happens and we will ensure that the transfer will not materially affect your rights under the Contract. If you are unhappy with the transfer you may contact us to end the Contract within 5 days of us telling you about it.
You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
Variation. We may revise these Terms and Conditions 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 11.1 (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).
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.
Entire agreement. We intend to rely on your order and these Terms and Conditions. If you require any changes, please make sure you ask for them to be put in writing. This can help avoid any problems about what you expect from us and what we expect from you.
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.
Third Party Rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
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. If you live in Scotland, you can bring legal proceedings in respect of the Course in either the Scottish or the English courts. If you live in Northern Ireland, you can bring legal proceedings in respect of the Course in either the Northern Irish or the English courts.