Terms & Conditions of Use
Application
1.1 These Terms and Conditions therein directly apply to the provision of Services by the Service Provider to the client.
1.2 In the event of a significant conflict between the parties, these Terms and Conditions shall prevail unless there has been an overriding formal agreement provided by the Service Provider in writing.
Provision of Agreed Services
2.1 With due effect from the Commencement Date defined by the Agreement, and with consideration of the Fees being paid in accordance with such, the Service Provider will provide the Services to the Client with goodwill and standing.
2.2 The Service Provider will attempt to use all reasonable care and skill to perform the Services rendered.
2.3 The Service Provider will use all reasonable endeavours to meet its obligations under the aforementioned Agreement.
2.4 The Services will be provided good faith with standardised Good Industry Practice. In the event that a significant element of the Services is not provided in accordance with this Clause the Service Provider’s main responsibility will be to re-establish the relevant Services to an acceptable standard, provided that the Service Provider will not be liable under this Clause if the Client fails to deliver a written notice within 10 Business Days of the original non-compliance of the issue with full written details.
2.5The Service Provider shall perform every reasonable action to ensure full compliance with the Information Security Statement, the group’s Privacy Policy which can and will be updated on an appropriate basis, and the Data Protection (GDPR) Policy.
Payment
3.1 All payments required to be made prior to this Agreement by either Party should be made within a 30 days time limit from the date of the relevant invoice in UK Sterling, paid in valid funds to such bank as the Service Provider may declare at any set time, without any withholding or deduction except such amount of tax as the Client is required to deduct or withhold by law unless other terms have been dictated and agreed in formal writing.
3.2 Payments are expected to be honoured bt both parties. If a Client fails to make any payment on the due date, then the Service Provider holds the right to have pursuant to any statutory provision in force from time to time, and also hold the right to charge the Client interest on a daily basis at an annual rate of 2% and the accepted base rate of Santander. The Interest will be calculated on a daily basis and accrue after as well as before any judgement is made.
Confidentiality
4.1 Both the Service Provider and the Client will undertake that (except as provided by sub-Clause 4.2 or as authorised by writing by each Party), during the time of the Agreement and for five years after its termination:
4.1.1 keep confidential all obviously Confidential Information;
4.1.2 not disclose any part of Confidential Information to any other 3rd Party or contact;
4.1.3 not use any part of the Confidential Information for any purpose other than as agreed by these Terms and Conditions or the Agreement;
4.1.4 not make any unnecessary or unwarranted copies of, record in any way or part with possession of any Confidential Information; and
4.1.5 ensure that (as applicable) none of its group, employees, agents, or advisers does any act which would be a breach of the provisions of sub-Clauses 4.1.1 to 4.1.4 of the Terms & Conditions of Use
4.2 Subject to sub-Clause 4.3, either Party may disclose any Confidential Information to:
4.2.1 any of their subcontractors, suppliers, or group companies
4.2.2 any governmental or other authority or regulatory body; or
4.2.3 any of their employees or officers or those of any Party described in sub-Clauses 4.2.1 or 4.2.2;;
4.3 Disclosure under sub-Clause 4.2 may be made only to the extent that is necessary for the purposes stated by these Terms and Conditions and the Agreement, as required by law and with the knowledge that all parties therein are aware of the legislations regarding confidentiality and (subject to any critical or legal requirement) agrees to keep the necessary information confidential, using it only for the purposes for which have been stated. In each case, the disclosing Party must also inform the recipient that the information disclosed is confidential, unless mitigating circumstances are understood.
4.4 Either Party may only use any Confidential Information, or disclose it to another Party, if and when that Confidential Information has become public knowledge through no fault of the receiving Party.
4.5 When using or disclosing Confidential Information, as notated under sub-Clause 4.4, the receiving Party must ensure that it does not reveal or announce any part of that Confidential Information which is not already public knowledge.
4.6 The provisions of this Clause will apply in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.
4.7 Nothing in this Clause shall negate or pardon the Parties’ obligations or dedication to following the Data Protection (GDPR) Policy and Privacy Policy
Returns Policy
Here at Animal Care Academy, we are dedicated to providing excellent customer service, and we will honour a 14-day returns policy. All users have the right to change their minds, so if you purchase material from Animal Care Academy, and decide that we’re not right for you, you’re are entitled to a full refund within 14 days of your request. This policy is subject to fair usage and circumstance and will be invalidated if it is decided that the user has already completed the full course or made significant use of its material
Termination
6.1 Either Party can action a termination of the Agreement by giving written notice to the other Party if:
6.1.1 any sum owed to that Party by the opposite Party under any of the conditions of the Agreement (not being subject to an ongoing dispute) is not paid within 30 days of the due date for payment;
6.1.2 the other Party commits a serious breach of any of the conditions in the Agreement and, then fails to remedy it within 14 days after being given written notice giving full particulars of the breach and the requirements it needs to be remedied;
6.1.3 an alternative owner takes possession of the other Party (a company), and a receiver is appointed to handle any of the property or assets of that other Party;
6.1.4 the other Party makes an arrangement with creditors or becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
6.1.5 the other Party (if being an individual or firm), has a bankruptcy order made against it or goes into liquidation (except in circumstances when the company agrees to be bound by or assume the obligations imposed on them by another Party in a formal Agreement);
6.1.6 anything equivalent to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
6.1.7 the other Party ceases to work as a business or is in danger of doing so;
6.1.8 control of the one or the other Party is acquired by any other Party not having control of the conditions on the date of the Agreement. For the purposes of this Clause 6, these terms will obey Sections 1124 and 1122 respectively in the Corporation Tax Act 2010.
6.2 For the purposes of sub-Clause 6.1.2, a breach is considered to be capable of remedy if the breach-owning Party can comply with the provision in question in all respects.
6.4 If a term licence has been legally purchased by the Client, then at least 30 days’ written notice is required for official termination. The Client is not entitled to a refund if the term licence is attempted to be terminated part way through the agreed term (as shown in the Schedule or any receipts), or if the Client has outstanding credits.
6.4 If a term licence has been legally purchased by the Client, then at least 30 days’ written notice is required for official termination. The Client is not entitled to a refund if the term licence is attempted to be terminated part way through the agreed term (as shown in the Schedule or any receipts), or if the Client has outstanding credits.
6.5 Termination of the Agreement is separate to the rights and liabilities of either Party agreed prior to the termination request. The agreed relevant clauses in the Agreement, which may have effects after termination, should continue to be enforceable notwithstanding termination or expiry.
Variation and Amendments
7.1 If the Client wishes to change any details of the agreement schedule, they must notify the Service Provider as soon as possible in formal writing. The Service Provider will attempt to make any requested or additional costs that shall be agreed with the Client by writing in advance of any changes being carried out.
7.2 If they are circumstances beyond the Service Provider’s control, and they make changes in the arrangements directly relating to the provision of the Services, the Service Provider will notify the Client immediately. The Service Provider shall attempt to keep changes to a minimum and should offer Clients arrangements as close to the original agreements as is reasonably possible in the circumstances.
Limitation of Liability
8.1 The following provisions set out the relevant financial liabilities of all Parties (including any liabilities arising from the acts and omissions of their employees, agents, and representatives) concerning:
8.1.1any breach of the Agreement, including these Terms and Conditions and any indemnities provided therein;
8.1.2 any representation, misrepresentation (whether intentional or unintentional), statements, wrongful or unlawful acts, or omissions (including negligence) arising in connection with these Terms and Conditions.
8.2 Except as expressly stated in these Terms and Conditions, all implied warranties, conditions, and other terms that are not expressly stated are excluded to the fullest extent permitted by law.
8.3 Nothing in these Terms and Conditions shall exclude liability for:
8.3.1death or personal injury caused by any Party’s negligence; or
8.3.2 fraud or a significant fraudulent misrepresentation.
8.4 Other than in relation to the liability included in Clause 8.3, neither Party shall be liable, whether in negligence, breach of statutory duty, misrepresentation, or otherwise, for any:
8.4.1 loss of profits or business;
8.4.2 depletion of goodwill or similar losses;
8.4.3 loss of anticipated or expected savings;
8.4.4 loss of goods or use of goods;
8.4.5 loss or corruption of essential data; or
8.4.6 economic loss, extra costs, consequential or incidental damages, charges, or any other expenses.
8.5 The Service Provider makes no representations that the Services’ output will ensure the Client’s compliance with relevant legislation or local laws. Compliance depends on various circumstances, many of which fall within the Client’s responsibility. Except where a specific obligation in this Agreement is breached by the Service Provider, the Service Provider shall not be liable for any failure by the Client (or their representatives) to comply with applicable laws.
8.6 Other than in relation to the liabilities described in Clause 8.3, each Party’s total liability in contract, statutory duty, misrepresentation, or otherwise, arising in connection with the performance or application of these Terms and Conditions shall be limited to 125% of the amount paid by the Client to the Service Provider under this Agreement in the 12 months preceding the date when the claim was made.
Intellectual Property Rights
9.1 Unless agreed between all parties, the Intellectual Property Rights of the Services belongs to the Service Provider, and/or its licensors or representatives.
9.2 The Client is expected (at the expense of the Service Provider) to take such steps that the Service Provider may require to assist them in maintaining the validity, integrity, and enforceability of the Property Rights that the Service Provider owns during the term of the Agreement.
9.3 For a Client (or a third Party) to challenge the ownership or the validity of any Intellectual Property Rights arising from the Service Provider, the Client must not authorise any third Party action, or personally perform any act which invalidates or affect the Intellectual Property Rights of the Service Provider, and neither should they omit, or authorise an omission, that would significantly have that effect.
9.4 The Service Provider will make no representation, statements or warranty regarding the validity of the Intellectual Property Rights in the remit of their Services and the Trademarks.
9.5 The Client must comply with conditions and shall not:
9.5.1 copy the provided or any significant part of them;
9.5.2 attempt to adapt, develop, modify, create any comparative work, engineer, disassemble, decompile, or take part in any activity that could be easily construed as being in restriction of copyright or comparable Intellectual Property Rights in the aforementioned services. The Client has no amenable rights under this Agreement, apart from those already stated, with the Service Provider reserving all Intellectual Property Rights in and on the aforementioned Services.
9.6 he Client should confirm that any use of the Trade Marks, will be expressly in the format and intention provided by the Service Provider, and will only be used in the approved forms as stated by the Service Provider.
9.7 The Client will not use:
9.7.1 any Trademarks in a way which might alter their distinctiveness or the reputation of the Service Provider.
9.7.2 the Service Provider’s trademarks other than the intended usage of them, before obtaining written consent from the Service Provider;
9.7.3 any trade names or symbols so resembling any trademark or trade names of the Service Provider as to be likely to cause any deception, confusion, or misleading assumptions.
9.7.4 use or display any marks of accreditation that that may be used by someone utilising a Service Provider Product, before obtaining the precise permission of the Service Provider in doing so. The Client fully agrees to reimburse the Service Provider as regards any losses suffered through the misuse of the aforementioned body mark in contravention to this Clause.
9.8 Apart from the licences expressly granted in this Agreement, neither Party grants any licence of any of the Intellectual Property Rights. This can only occur as expressly stated in this Agreement, and the Client shall have no rights in regards to the use of any trademarks used by the Service Provider, during the time of the Agreement. The Client hereby acknowledges that all included rights remain expressly for the benefit of the Service Provider and that this Clause shall not be applied to use by the Client for any personal or business-related circumstance.
9.9 At the request of the Service Provider, a Client should perform actions with all reasonable haste to perform all such further acts and things (at the expense of the Service Provider) to allow the Service Provider the full benefit of this Agreement.
9.10 The Client shall give notice in writing to Service Provider as soon as possible in the event that they become aware of:
9.10.1 any infringement or suspected infringement of the Trademark or any Intellectual Property Rights relating to the Services;
9.10.2 any claim that the receipt of Services by the Client, whether or not under the Trademarks, may infringe any rights of a 3rd Party.
9.11 In the case of any matter that falls within the above Clauses:
9.11.1 the Service Provider shall determine what action (if any) shall be taken in respect of any perceived infringement;
9.11.2 the Service Provider retains the control over any resultant action that it deems necessary, and will pay all costs that occur in the pursuit of a satisfactory outcome, with the understanding that they will be entitled to all damages and other sums which may be paid or awarded as a result of any such action;
9.12 In the case of any matter falling within Clause 9.10.2:
9.12.1 the Service Provider shall defend or settle on behalf of the Client, its officers, directors and employees against any claims that the marketing, advertising or distribution of the Services in accordance with this Agreement infringes any Intellectual Property Right and shall defend the Client for and against any direct damages, losses, costs and expenses (including reasonable legal costs and expenses awarded against the Client in judgment or settlement of such claims, provided that: (i) the Service Provider is given such notice of such claim as is reasonable in the circumstances; (ii) the Client provides reasonable co-operation to the Service Provider in the defence and settlement of such claim, at the Service Provider’s expense; and the Service Provider is given sole authority to defend or settle the claim. 11 of 18 Terms & Conditions of Use
9.12.2 In the defence or settlement of the claim, the Service Provider may obtain for the Client the right to continue using Services in the manner contemplated by this Agreement, replace or modify the Services so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement forthwith by notice in writing and without liability to the Client other than for a refund of any Fees paid in advance for Services which the Client has been unable to receive. For the avoidance of doubt, nothing in this Clause 10.12 shall negate the Client’s obligation to mitigate its costs. The Service Provider shall not in any circumstances have any liability if the alleged infringement is based on (i) a modification of the Services by anyone other than the Service Provider; or (ii) the Client’s marketing, advertising, distribution or use of the Services in a manner contrary to the instructions given to the Client by the Service Provider; or (iii) the Client’s marketing, advertising, distribution or use of the Services after notice of the alleged or actual infringement from the Service Provider or any appropriate authority; or (iv) use or combination of the Services with any other product in circumstances where, but for such combination, no infringement would have occurred. and
9.12.3The foregoing states the Client’s sole and exclusive rights and remedies, and the Service Provider’s entire obligations and liability, in the case of any matter falling under this Clause
9.13 Each Party shall provide reasonable attempts at assistance to the other Party when actions are taken by 3rd Parties to cause any damage to its name or reputation.
Technical Support
10.1 If the Client experience problems in using, accessing, or deploying the Service Provider’s web-based application, the Service Provider is obliged to work with the Client to resolve the problem in accordance with the Agreement and service expectations. This will include (during local normal business hours), remote support via a remote desktop session, phones, or email, and any appropriate liaison with the Client’s IT department/provider such as the Service Provider may deem necessary.
10.2 In scenarios where it has been confirmed that a configuration of the Client’s computer or IT infrastructure is having a noticeable detrimental effect on the performance of the Service Provider’s application (including any unlicensed software, malware, or specialised equipment) the Service Provider will cease to provide any kind of technical support.
10.3 In certain scenarios, the Service Provider may elect to pass the Client on to a reputable IT support partner who will be able to work directly with the Client to rectify any issues. The Client can consult with their own IT support if they wish to do so.
