Terms and conditions of licence for AppLearn Hub

We draw your attention to clauses 10 Intellectual Property, 11 Responsibility and Liability and 12 Personal Data.

Updated 12/06/2023

Definitions

Adopt: means our Adopt platform software as a Service as updated from time to time.
Account: means the account registered to you under a Licence through which you (and any Users) will be granted access to the Hub under these terms.
AppLearn Limited: AppLearn/we/us/our
Licence: means a Licence, granted under these terms to a customer, or prospective customer, (you/your), for which an Account is registered, under which the customer nominates employees as Users of the Hub.
Content: means all Project information and registration documents, product information, Adopt simulator, contract templates, reports, images, videos, articles, guidance, e-learning materials and any other digital content we make available as part of the Products.
Hub: https://hub.applearn.com or https://partner.hub.applearn.com
Our Materials: has the meaning given in clause 14.1
Fee: means any fee payable by you for our Adopt Services under a separate contract as a Customer.
Term: means the duration for which the Licence under these terms, in accordance with clause 2.
Your materials: has the meaning given in clause 14.3
User: means any employee or other authorised personnel you have nominated to be a User in accordance with clause 4.
Project: means a potential purchase by you, or other agreed implementation, of Adopt.

2. These Terms

What these terms cover. These are the terms and conditions on which we grant Licences to the Hub.
Why you should read them. Please read these terms carefully before using the Hub. These terms tell you who we are, the subject matter of the Licence, how we will provide the Hub to you, how you and we may change or end the Licence, what to do if there is a problem and other important information.

3. Information about us and how to contact us

Who we are. We are AppLearn Ltd a company registered in England and Wales. Our company registration number is 07620235 and our registered office is at Riverside House Kings Reach Business Park, Yew Street, Stockport, Cheshire, SK4 2HD .
How to contact us . You, and any User, can contact us by messaging us via the Hub using the Get in touch or Support options, or contacting our customer service team by phone +44(0) 845 260 0225 or email support@applearn.com
How we may contact you. If we have to contact you, we will do so via the Hub, by telephone or by writing to you at the email address registered to your Account.
“Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
User subscriptions. If you have a Licence, subject to the restrictions set out in this clause 3.5 and these terms, we grant to you a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Users to use the Hub during the Term solely for your internal business operations. In relation to the Users, you undertake that:
Only the Users that you have notified to us are authorised to use the Hub on your behalf, access and use the Hub under your Account details and login;
you will not allow any User subscription to be used by more than one individual unless the User subscription has been reassigned in its entirety to another individual User, in which case the original User shall no longer have any right of access or use;
each User shall keep a private username and secure password for their use of the Hub; and
you shall ensure each User complies with these terms in respect of their use of the Hub.
We will be entitled to conduct an audit on reasonable notice in order to confirm the number of Users or unauthorised individuals accessing your Account.
Prohibited behaviour. You will not access, store, distribute or transmit any viruses, or any material during the course of your use of the Hub that; is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or is otherwise illegal or causes damage or injury to any person or property; and we reserve the right, without liability or prejudice to our other rights, to disable your, and any of your Users’, access to the Account or any part of the Hub.
Restricted acts. You will not (except as may be allowed by any applicable law which is incapable of exclusion by agreement between us):
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Hub or Content in any form or media or by any means; or
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Hub; or
access all or any part of the Hub in order to build a competing product or service; or
use the Hub to provide services to third parties; or
license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Content available to any third party except the Authorised Users, or
attempt to obtain, or assist third parties in obtaining, access to the Hub, other than as provided under these terms; or
introduce or permit the introduction of any virus or other vulnerability into our network and information systems.
You will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Hub and, in the event of any such unauthorised access or use, promptly notify us.
The rights provided under these terms are granted to you only and shall not be considered granted to any subsidiary or holding company unless otherwise agreed in writing between us.

4. Access to the Hub

How we will provide access to the Hub. If you are a prospective customer, we will contact you via your procurement representative and offer you access to the Hub when you have reached a sufficiently advanced stage of a Project whereby access is required, as determined by us. At this time your representative will be provided with an email link through which the Account may be registered.
If we cannot provide you access. If we are unable to provide access to the Hub, we will inform you of this at the time of registration. This might be because of unexpected limits on our resources which we could not reasonably plan for or because we have identified an error in the Licence or Hub.
Your Account details. We will assign an Account log in and password to your Account and tell you what it is on registration. We will also provide, by email, usernames and passwords for each User you have designated, so they may log in to the Hub.
International customers. Our Hub is available to customers outside of England and Wales though we reserve the right at all times to decide and change which countries and jurisdictions at our discretion and/or to refuse access to customers from any country, based on legal requirements, Government advice and/or our discretion.
Account Security. Subject to 4.3, your Account log in and password, and the usernames and passwords for each User, are confidential. You must not disclose this information to any third party and are responsible for ensuring any Users comply with this requirement. We have the right to disable your and/or any User access or password, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.
If you know or suspect that anyone other than you, or a User, knows your user (or one of your Users) identification code or password, you must immediately notify us using the contact tab in the Hub, by phone +44(0) 845 260 0225 or email support@applearn.com.
Liability for Users. Please note that, in accordance with these terms, you will remain fully liable for all acts and/or omissions of Users registered to your Account any other person you permit to access the Hub.

5. Our Content

Content provided at our discretion. Because the Content is provided free of charge and is intended to support our services as available from time to time, we reserve the right to change, vary, update, modify and otherwise control the Content and the Hub’s functionality, at our discretion. However, we will use reasonable endeavours to ensure the Hub and Content fulfils any purpose notified to you at the time.
Upgrades, updates and new versions. We may update, upgrade and/or create new versions of the Hub at our discretion and each update, upgrade or new version will considered to constitute the Hub for the purposes of these terms and your Licence.

6. Providing the Hub

When we will provide the Hub. As the Licences are related to ongoing use, or purchase, of Adopt , we will supply the Hub to you until you either choose not to complete a purchase of Adopt, or any Adopt licence already purchased ends for any reason. As a prospective customer, we will notify you during Project discussions when it is relevant to have Hub access, which will then be granted in accordance with clause 1.
What will happen if you do not give required information to us. We may need certain information from you so that we can grant the Licence, for example, business information, employee information, nominated Users, client details and services. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may not be able to grant access to the Hub.
Reasons we may suspend the supply of Hub to you. We may have to suspend the supply of the Products to:
deal with technical problems or make minor technical changes;
make changes to the Hub or Content; or
implement updates, upgrades and new versions.
Licence refusal. We make available to you access to our Hub on a free basis. We reserve the right to refuse any requests for a Licence, and/or to update, amend, suspend or end such Licences at our discretion by providing notice to you.

7. Our obligations

Skill and Care. We undertake that we will use reasonable skill and care in supplying the Hub and Content.
Non-conformance caused by you. The undertaking at clause 1 shall not apply to the extent of any non-conformance which is caused by your use of the Hub, or is related to information, materials or content which you have provided. If our Hub and Content do not conform with the foregoing undertaking, we will use all reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.
No warranty. We do not warrant that:
Your use of the Hub or access to the Content will be uninterrupted or error-free;
that the Hub will meet your requirements; or
the Hub will be free from vulnerabilities or viruses
No responsibility for external communications. 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 the internet, and you acknowledge that the Hub may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
Necessary Licences. We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under these terms.

8. Your rights to end the Licence

Duration and cancellation: Subject to 10.1 the contract will continue for the Term during which time you and any other Users will have access to the Hub subject to your Licence under these terms. The Term shall commence on the date you register for the Account in accordance with these terms and continue unless and until (i) you provide us with written notice to close your Account; (ii) we exercise our right to end the Licence under clause 1; or (iii) the Licence expires because you choose to not purchase a current Adopt licence.

9. Our rights to end the Licence

We may end the contract if you break it. We may end the Licence and close your Account, at any time by writing to you if:
you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to register you for the Hub;
we reasonably consider you are acting inappropriately or illegally;
you are using the Hub or App to advertise websites, services, businesses and/or business opportunities; or
you breach these terms and any such breach, if capable of remedy, is not remedied within 7 days.
We may withdraw the Hub or App. We may write to you to let you know that we are going to stop providing the Hub and/or App either completely or in the jurisdiction which you are based and/or trade. We will let you know in advance of the withdrawal.

10. Intellectual Property

Our Materials. You acknowledge and agree that we own all intellectual property rights in the Hub, Contract any other materials or content which we supply or make accessible via the Hub (‘Our Materials’). Except as expressly stated in these terms, we do not grant you or any Users any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of Our Materials
All rights confirmed. We confirm that we have all the rights in relation to Our Materials that are necessary to grant all the rights we purport to grant under, and in accordance with, these terms and your Licence.
Your Materials. In relation to any materials you provide in order to make use of the Hub (‘Your Materials’), you:
and your licensors shall retain ownership of all intellectual property rights in the Your Materials; and
grans us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Your Materials for duration of your Licence for the purpose of providing the Products to you.
Responsibility for Your Materials.
You warrant that the receipt and use of the Your Materials in the supply of the Hub by us, our agents, subcontractors or consultants shall not infringe the rights, including any intellectual property rights, of any third party.

11. Responsibility and liability

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 or for fraud or fraudulent misrepresentation.
When we are liable for damage to your property. If defective Content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will be entitled to elect to replace the device or repair the damage at our cost and, in this event, this will be your sole remedy for such damage. However, we will not be liable for damage which was caused by you failing to correctly follow download instructions or to have in place the minimum system requirements advised by us.
Content provided for information. We provide the Hub as an additional free Service to support customers and prospective customers, as such, the Content is provided for information purposes only and to assist your understanding and use of Adopt, and as such we exclude any and all reliance on the Content for any other purpose. For the avoidance of doubt any template contracts are examples only and do not form a contract between us relating to use of Adopt.
Consequential loss. Subject to clause 1 , we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Licence for loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; and any indirect or consequential loss.
Liability Cap. Subject to clause 1, our total liability to you arising under or in connection with these terms and your use of the Hub, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to, ten thousand pounds (£10,000).
Exclusion of warranties. We have given commitments as to performance of the services and provision of the Licences in clause 4 In view of these commitments, the terms implied by sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

12. Personal Data

How we may use your personal information. We will only use your personal information as set out in our Privacy Policy: https://applearn.com/privacy-policy/.
User personal information. If you provide any personal information on behalf of a User, then you must ensure that you have a legal basis for doing so and such sharing of personal information is compliant with the UK GDPR and Data Protection Act 2018. To the extent that we rely on and process such personal information in provision of the Hub to you, you shall indemnify us in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim brought against us , our agents, subcontractors or consultants for actual or alleged breach of this clause 2, the Data Protection Act and/or any other applicable data protection law relating to the processing of User personal information you share.

13. Other important terms

We may transfer this Licence to someone else. We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this.
You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
Nobody else has any rights under this Licence. This Licence is between you and us. No other person shall have any rights to enforce any of its terms.
If a court finds part of these Licence terms illegal, the rest will continue in force. Each of the clauses and sub clauses of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
Even if we delay in enforcing this Licence, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this Licence, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law and subject to the exclusive jurisdiction of the Courts of England and Wales.