PLEASE READ CAREFULLY BEFORE USING THIS WEBSITE.
1. THESE TERMS
1.1 These are the terms and conditions, together with any documents referred to herein (“Terms”), on which we supply our products and services and how they govern your use of our website as a whole (“Website”).
1.2 In these Terms, “we/us/our” shall mean Aspire Training Solutions (UK) Ltd and “you/your” shall mean the customer. The customer being anyone who purchases our services and/or products, including those with membership for monthly or annual subscription packages (“Members”).
1.3 Our Website can be found at www.aspire-ed.co.uk owned by us and whose details are given below. (“Website”). Our Website operates as a user platform which our customers can register to use and we supply online services on a subscription basis.
1.4 We recommend that you read these Terms carefully before using our Website as they affect your legal rights and liabilities, and provide the basis upon which we will supply our products and/or services to you (“Products”), whether you continue to use the Website as either a registered user or a guest or purchase our Products by placing an order for our Products and us accepting your order in accordance with clause 3.2 (“Order”) By using the Website, you accept these Terms and agree to adhere to these at all times. Further, these Terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information.
1.6 These Terms, and any contract formed between you and us, shall be in the English language and governed by English law.
1.7 All charges relating to the purchase of our Products are set out on our Website and will be stated inclusive of VAT (where applicable).
1.8 Where you communicate of behalf a company or organisation, you agree that you have authority on its behalf to proceed with us.
1.9 We may from time to time make changes to these Terms and any policies and agreements which are incorporated herein and such changes shall be effective immediately upon posting to this Website. Your use of this Website after such changes or the purchase of our Products, shall constitute your acceptance.
1.10 If you do not agree to be bound by these Terms, you must stop using the Website and our Products immediately.
2. INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 We are Aspire Training Solutions (UK) Ltd, a company registered in England and Wales. Our company registration number is 08430411 and our registered office is at Unit 6 Holly Park Industrial Estate, Spitfire Road, Birmingham, B24 9PB
2.2 You can contact our customer service team via our website www.aspire-ed.co.uk
2.3 If we have to contact you we will do so by telephone or by email.
2.4 "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.
3. OUR CONTRACT WITH YOU
3.1 This Agreement shall commence on the earlier of (1) the acceptance of these Terms; (2) the date of the first invoice from us or (3) the date of your first receipt or use of our Products (whichever is sooner).
3.2 Our Website sets out the ordering process. Prior to submitting your Order, you will be given the opportunity to review and amend it. Please ensure that you have checked your Order prior to submitting it to us. This is your sole responsibility.
3.2 Orders shall be accepted at our sole discretion. Our acceptance of your Order will take place when you place an order on our Website and we email you to accept, at which point a contract will come into existence between you and us (“Order”).
3.3 If we are unable to accept your Order, we will inform you of this and will not charge you for the Product.
3.4 If we accept your Order, we shall send you an order acknowledgment email confirming what Product you have agreed to buy.
3.5 By submitting your information to us and paying for the Product, you agree to comply with and be bound by these Terms, as they may change from time to time.
3.6 The Order and these Terms constitute the entire agreement (“Agreement”) between the parties. You acknowledge that you have not relied on any other statement, promise, representation, assurance or warranty made or given by or on behalf of us.
3.7 Any illustrations, descriptive matter or advertising issued by us, and any descriptions or illustrations contained in our publicity material or on the Website are issued or published for the sole purpose of providing guidance of the Products described in them. They shall not form part of the Agreement.
4. OUR PRODUCTS
4.1 We cannot guarantee that our Products will always be available to purchase and if not, we will inform you either during the ordering process, or as soon as reasonably practicable thereafter.
4.2 We offer our Products via the Website platform, upon registration, and on the basis of any subscription plans made available to you at the point of purchasing.
4.3 Whist we make all reasonable efforts to ensure that all prices shown on our Website are correct at the time of going online., we reserve the right to alter prices and to add, alter, or remove special offers from time to time.
4.5 We are under no obligation to provide any Product that does not form a part of your chosen subscription package unless you upgrade your subscription package, where available, or unless you enter into a separate written agreement with us for the provision of additional services by us.
4.6 In the event that the price of the Products you have ordered changes between your Order being placed and us processing that Order and taking payment, you will be charged the price shown on our Website at the time of placing your Order.
4.7 All prices on our Website include VAT. If the VAT rate changes between your Order being placed and us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.
5. YOUR RESPONSIBILITIES
5.1 Members must ensure that all information provided to the Website does not contain any material which could be regarded as offensive, indecent, obscene, illegal, dishonest, untruthful, defamatory or discriminatory. We will have the sole discretion to decide if any such information breaches this clause 5.1.
5.2 You agree you shall be responsible for ensuring that you comply with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Products via our Website.
5.3 You agree to provide us with such information and materials as we may reasonably require in order to supply the Products and ensure that such information is accurate in all material respects.
5.4 You agree to obtain and maintain all necessary licences, permissions and consents which may be required to access or use our Products.
6. DELIVERY INFORMATION
6.1 Unless we specify otherwise or this is amended by you in the Order process, you will receive access to the Product upon completion of your purchase.
6.2 We are not responsible for delays outside our control. If our provision of the Products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay.
7. PRODUCT USE
7.1 We shall not be liable for any Website downtime or interruptions to the use of the Products.
7.2 We do not accept responsibility or any liability whatsoever for any third-party provider that we engage to enable us to provide any services to you in support of the Product.
8. PRICE AND PAYMENT
8.1 Fees for our subscription packages (“Fees”) and the variety of services offered in our Products are detailed on our website. The Fees for your chosen options will be confirmed in your Order.
8.2 You shall be required to pay any Fees due to us in advance and/or on the frequency chosen by you when you opt for your chosen subscription package.
8.4 Fees are inclusive of VAT.
8.5 All Fees payable by you to us must be paid in full, without set off or deduction. We reserve the right to suspend provision of the Product to you, or to terminate this Agreement if our Fees are not paid on or before the due date.
9. LATE PAYMENT
9.1 In the event that our subscription Fees remain outstanding for a period of 30 (thirty) days or more, we may terminate this Agreement with immediate effect and cease access to our Products. In such instances, the Fees shall remain due and payable and shall accrue interest pursuant to clause 9.2 until payment is received by us.
9.2 In the case of late payment, default interest shall be charged at the interest rate prevailing from time to time and you shall pay to us interest on such amounts from the due date for payment until payment is made in full at a rate of 4% above the base rate of Barclays Bank PLC as at the due date. It is acknowledged between the Parties that any interest payment shall be in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Any interest accrued shall be added to the principal debt payable, and interest will be payable on the aggregate sum (interest on interest).
10. OUR LIABILITY TO YOU
10.1 Our liability is limited solely to any direct loss or damage suffered by you as a result of our breach of these Terms or any reckless negligence on our part. Loss or damage must be directly and clearly a consequence of our breach or negligence. We will not be responsible for any loss or damage that is indirect nor unforeseeable.
10.2 We make no warranty or representation that the Products are fit for commercial, business or industrial use of any kind (including resale). We will not be liable to you for any loss of profit, loss of business, interruption to business, or for any loss of business opportunity.
10.3 Subject to the pre-ceding subclauses of this clause 10, our maximum aggregate liability
for breach of these Terms (including any liability for the acts or omissions of its employees, agents or subcontractors) whether arising in contract, tort (including negligence), misrepresentation or otherwise shall in no circumstances exceed the price that you have paid via our Website, unless there is malice aforethought or gross negligence on our part. In any case, we shall only be obliged to compensate for personal and direct damage to you for which we are liable.
10.4 Nothing in these Terms seeks to exclude or limit your legal rights as a consumer. For more details of your legal rights, please refer to your local Citizens Advice Bureau or Trading Standards Office.
11. CANCELLATION AND TERMINATION RIGHTS
This Agreement will remain in force until it is terminated by either you or us in accordance with this clause 11.
11.1 Subject to clause 11.2, If you change your mind and no longer wish to proceed with the purchase of the Product, you may cancel your Order prior to using the Product online, subject to these Terms. Any cancellation must be within 14 days of your acceptance of the Order and must be communicated to us in writing. You are also free to cancel before we send the Order confirmation. To do this, you must formally notify us of your intention by written notice by emailing us or writing to us at Unit 6 Holly Park Industrial Estate, Spitfire Road, Birmingham, B24 9PB Where payment has already been made, this will be refunded to you. You will have to pay the costs of return to us.
11.2 Members are subject to the termination obligations as set out in remainder of the subclauses of this clause 11. Either us or Members may terminate any subscription package by providing three months prior written notice, such notice to expire on the later of:
11.2.1 any anniversary of the contract date; or
11.2.2 or the last day of the month in which the first invoice or receipt was dated by us.
11.3 In the event that notice is not served in accordance with clause 11.2 then the contract shall automatically renew at your cost for a further one month if you are on a monthly subscription package or 12 months if you are on an annual subscription package.
11.4 For the avoidance of any doubt, in the event that notice is given part way through the duration of a subscription package, no refund shall be due to you.
115 Failure to:
11.5.1 make any payment to us when payment is due and you still do not make payment within 30 days of us reminding you that payment is due in accordance with clause 9.1;
11.5.2 within a reasonable time of us asking, provide us with information that is necessary for us to provide the Products;
11.5.3 within a reasonable time, allow us to supply the Product to you; will allow us to terminate this Agreement, if we so wish without any liability to you.
11.3 We reserve the right to withdraw the Product. We may write to you to let you know that we are going to stop providing the Product. We will let you know at least 7 days in advance of our ceasing the provision of the Product and will refund any sums you have paid in advance for Products which will not be provided.
11.4 You may cancel any Order where we have failed to comply with these Terms (except where we have been subject to a Force Majeure event or any event out of our control) and you do not have to make any payment to us in these circumstances.
11.5 Notwithstanding the other rights that we may have under this clause 11, we may terminate this Agreement by giving notice in writing to you of at least three months to expire on an anniversary of the last day of the month in which the said first invoice was dated. For the avoidance of doubt, all charges for the Products are payable in advance and no part of the same will be refunded upon termination by you under the provisions of this paragraph.
11.6 Without limiting its other rights or remedies, either party may terminate this Agreement with immediate effect by giving written notice to the other if:
(a) That party commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
(b) That party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or
(c) That party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
11.7 Termination of this Agreement for any reason will not affect any rights, duties or liabilities of either party accrued prior to the termination.
11.8 On termination of the Agreement for any reason you agree that you shall immediately pay us all outstanding unpaid invoices together with interest (if any).
13. INTELLECTUAL PROPERTY RIGHTS
13.1 We will at all times retain the ownership or be the licensee of any and all Intellectual Property Rights existing in the Product and our Website, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
13.2 You shall not acquire any rights in or over any Intellectual Property Rights subsisting in any materials and/or property owned by us or by any third parties (where, for example, we are using materials under licence). Any materials owned by us used by you in the normal course of the provision of the Products are used under a non-exclusive licence only to the extent required in order for us to provide the Products to you.
13.3 You must not use any part of the content on our Website for commercial purposes.
14. YOUR INDEMNITY
14.1 You agree that you shall indemnify us and any successor to us, and to the extent required from time to time by us (or any such successor), our officers, agents and employees, against all liabilities, costs, expenses, damages and losses (including but not limited to 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 or any successor to us arising out of or in connection with your negligence, misrepresentation or the breach of any obligation to be performed by you under this agreement.
15. DATA PROTECTION
15.2 Any personal data received by us includes information provided to us through your use of our Website, through our Products, a record of any correspondence between us, and details of transactions you carry out with us. Please note that we do not share your details with any third parties without your consent.
15.3 For the purpose of this Agreement, Data Protection Legislation shall mean: (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
15.4 Each party will comply with the Data Protection Legislation when processing Personal Data as either a Controller or Processor and following a written request from the other party it will provide such documentary information as may reasonably be requested by either party to demonstrate such compliance. . This clause 15 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
15.5 For the purposes of the Data Protection Legislation, data controller and data processor (where Data Controller and Data Processor shall have the meanings as defined in the Data Protection Legislation).
15.6 Without prejudice to the generality of this clause, you shall ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us for the duration and purposes of this Agreement.
15.7 Without prejudice to the generality of this clause, where either you or us acts as a data processor, the party shall warrant and undertake to the other that it shall, in relation to any Personal Data processed:
(a) ensure that it has in place appropriate technical and organisational measures, available for review, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(b) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(c) Each party may transfer Personal Data outside of the European Economic Area only where it has a lawful basis for that transfer under Articles 44 to 49 (inclusive) of the GDPR and the following conditions are fulfilled:
(i) you and us have provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii)you and us complies with the respective obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) you and us comply with reasonable instructions notified to in advance with respect to the processing of the Personal Data;
(d) assist in responding to any request from a Data Subject and in ensuring compliance with any obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(e) notify without undue delay on becoming aware of a Personal Data breach;
(f) at ours or your written direction, delete or return Personal Data and copies thereof to you on termination of the Agreement unless required by Applicable Law to store the Personal Data; and
(g) maintain complete and accurate records and information process that Personal Data only on your written instructions unless required by the laws of any member of the European Union or by the laws of the European Union applicable to us in the processing of Personal Data (Applicable Laws). Where we are relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, we shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you;
(h) to demonstrate its compliance with this clause 15.
15.8 You consent to us appointing third-party processors of Personal Data under this Agreement whom we have entered into a written agreement with.
15.9 Either party may, at any time on not less than 30 days’ notice, revise this clause 15 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
15.10Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this clause 15.
16.1 During the term of the Agreement and for a period of five years thereafter, each party undertakes not to disclose information to any third party regarding the other party’s activities which may be deemed business or professional secrets without the other party’s consent. Information which the party states to be confidential shall always be deemed to be a business or professional secret.
16.2 The confidentiality obligation does not include such information which was in the other party's lawful possession before the disclosure; is lawfully disclosed to the receiving party by a third party without restriction on disclosure; is independently developed by the receiving party, which independent development can be shown by written evidence; or is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
16.3 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
16.4 A party shall ensure that confidentiality as set forth above is observed by obtaining confidentiality understandings from personnel, or other appropriate measures.
16.5 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
16.6 This clause shall survive termination of this Agreement, however arising.
17. WHOLE AGREEMENT
17.1 These Terms constitute the entire agreement between you and us regarding your use of our Website and the available Products and our provision of these to you upon your purchase.
17.2 The following documents outlining further terms relating to the provision of Products and the use of our Website all are displayed on our Website and include but are not limited to the following:
17.3 In case of any conflict, then these Terms shall prevail over the other terms and agreements referred to above, unless expressly stated otherwise.
17.4 These Terms are applicable with the explicit exclusion of any other general, supplementary or special conditions that you as a Customer propose with use. This is irrespective of the way in which these other conditions are communicated to us without us being able to tacitly accept them or have any obligation to dispute their application.
18.1 You may not transfer your rights or obligations under this Agreement but we may transfer our rights under this Agreement to someone else.
18.2 Nobody else has any rights under this Agreement. This Agreement is between you and us.
18.3 The invalidity of one or more of the provisions of the Agreement between the parties does not affect the validity of the remaining provisions. In the event that a provision should be invalid, the parties shall replace it by a new provision that adheres as closely as possible to the objectives of the original provision.
18.4 Even if we delay in enforcing this Agreement, 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 Agreement, 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.
18.5 The abstinence from, or failure to, exercise or enforce its rights by one party with respect to the other party will under no circumstances constitute a waiver thereof, unless such a waiver is in writing and signed by the waiving party. No waiver shall be deemed to be a waiver of any subsequent breach nor any breach of any other provision.
18.6 This Agreement shall be governed by and construed in accordance with English law and the Parties hereto agree to submit to the exclusive jurisdiction of the English courts.
19. FORCE MAJEURE
19.1 The Parties shall have no liability to the each other under this Agreement if they are prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of the Party or subcontractors, provided that the other party is notified of such an event and its expected duration. Each party may in such case terminate this Agreement with one month's written notice served on the other, if the force majeure situation makes it substantially more difficult for that party to perform its obligations under the terms of this Agreement.