You, the subscriber, agree to be bound by these terms, to comply with them, and to ensure that all your users (as defined below) comply with them. They continue to apply after your subscription has ended. Please note that they include terms which exclude and restrict our liability even if we have been negligent.
Note: An individual who accepts these terms on behalf of another person (whether a company, a firm or another individual) will be personally liable to Alan Gillies (Learning Consultancy) Limited if he or she does not have the authority to bind that other person to these terms as the subscriber.
The learning materials are made available by us, Alan Gillies (Learning Consultancy) Limited (hereafter referred to by our trading name as AGLC Ltd) a limited company registered in the UK (Reg No 07409872) registered for VAT (VAT Registration Number:192087884. Our registered office and main trading address is 2 Bearswood Croft, Clayton le Woods, CHORLEY PR6 7SJ.
In these terms:
Learning materials: means the online materials and the intellectual property contained within them;
product description: means the description of the learning materials, and the services we provide in connection with the learning materials which appears on our websites (including https://aglcltd.com, https://www.aglc.co.uk and https://aglc.academy);
subscription: includes continuing use of the learning materials in return for payment, where that payment plan has been offered by AGLC Ltd and accepted by you;
you: means the person who has subscribed to the learning, which may be a company, a firm or an individual;
your users: means you and anyone else who uses the learning through your account and either does so with your permission or works for you;
your content: means any images (still or moving) of any kind, text, music, speech and other sounds, and data uploaded by yourself to our systems during your use of our materials
Any use of the materials by your users is deemed to be use by you; any act or omission by your users in relation to the app is deemed to be your act or omission; any content created or used by your users is deemed to be your content; references to “your use” and “your project” in these terms and our acceptable use policy include any use by your users and any project created or used by your users;
“we” and “us” refer to AGLC Ltd and “our” means “AGLC Ltd’s”;
“person” includes an individual, a partnership and a corporation of any kind, no matter where in the world he or it is resident, domiciled, incorporated or established;
A reference to your subscription ending includes its termination;
Examples introduced by the words “including”, “include” or any similar expression only emphasise that those examples are included and do not limit the sense of any preceding words;
A reference to the singular or the plural includes both, and a reference to any gender includes all genders;
A reference to a statute or a statutory provision is to that statute or provision as it is in force from time to time.
2 The learning materials and our services
2.1 The learning materials, the AGLC Ltd content and the services we provide in connection with the learning materials, are as described in the product description.
2.2 Except to the extent that any such term is to be treated as being included by virtue of the Consumer Rights Act 2015 and cannot be excluded, it is not a term of your agreement with us that the learning materials is of satisfactory quality or has any functionality that is not described in the product description, or that we will correct any defects in the learning materials or develop it further.
2.3 Subject to the Consumer Rights Act 2015, we may remove any functionality from the learning materials without providing any reason or warning. If we remove any material functionality from the learning materials, you may terminate your subscription to it.
2.4 We have exercised reasonable care and reasonable skill in creating the learning materials, and we have the right to allow you to use it in accordance with these terms. We will provide our services with reasonable care and reasonable skill, but it is not a term of your agreement with us that those services will achieve any particular outcome.
2.5 We provide our Learning materials as an online service. Where downloadable resources are provided, they remain the property of AGLC Ltd, and they may only be used by authorised users who have paid a subscription or for whom a subscription has been paid
3 Use of the learning materials
3.1 You must use the learning materials only as permitted by these terms and within the scope of your subscription.
3.2 You must ensure that the number of your users does not exceed the number permitted by your subscription and that each of your users: works for you; has read and accepted these terms; uses the learning materials only on your behalf; complies with our acceptable use policy; has agreed that we may use information about him in accordance with our privacy statement.
3.3 You must ensure that only one individual knows the primary username and associated password for your learning account, and that each of your users keeps his own password secret.
3.4 Unless and until you tell us that you believe someone is using the learning materials through your learning account without your permission, anyone using it through your learning account is deemed to be one of your users and you will be liable for that use. This does not apply if that person does not work for you and did not acquire a username or password through you, your authorised users or anyone who works for you, but it is for you to prove that this is the case.
3.5 While your subscription is current:
(a) You may use the learning materials to create, edit and use your own plans and other resources;
(b) You may store your plans and other resources on our system or your system;
3.6 Once your subscription has ended:
(a) You will still be able to use resources which you have previously created and stored on your system, but you will not be able to access or use any other projects or create new ones;
(b) We may retain any of your materials which are on our system for as long as we wish but we may permanently delete any of your materials from our system without warning, unless they contain personally identifiable information in case we will retain and dispose of them in accordance with our privacy notice and the 2018 UK Data Protection Act (incorporating the GDPR)
3.7 You must not charge anyone for using the learning materials or allow anyone to use the learning materials except for the purposes of viewing or using your materials.
3.8 AGLC Ltd content may only be used for creating and using content within the learning materials. In particular, it may not be used directly with any other software or in any marketing materials.
3.9 You must not use the learning materials, or create or use a project, in any way that infringes any rights of any third party or in connection with any offence, libel or slander, or in any way that is unlawful, unreasonably causes any person distress or offence, or brings our name into disrepute.
3.10 You must not modify the learning materials in any way, combine it with any other software, or give any indication that it is anything other than content that has been created and distributed by AGLC Ltd.
4 Intellectual property rights
4.1 We will not acquire any rights to your your generated content except that you authorise us to use your content, both while your subscription is current and after it has ended, in the course of making the learning materials’ functionality available to you and providing our support services to you.
4.2 You will not acquire any title, right, or interest to or in the learning materials, all of which are retained by us or the persons who have licensed any parts of the learning materials to us.
5 Technical protection measures
The learning materials are protected by technical measures to prevent unauthorised use and you must not remove or circumvent any of them.
6 Exclusions and restrictions of our liability
6.1 We will not be liable for any of the following:
(a) Loss or damage resulting from the learning materials not being available for use;
(b) Loss or damage resulting from the deletion of your projects from our system after your subscription has ended, or any costs and expenses associated with their reconstruction;
(c) Indirect or consequential loss or damage;
(d) Loss or damage of or to reputation, goodwill, business, revenue, profit or expected savings;
(e) Loss or damage of or to any software or data (including your content and your projects) which you could reasonably have avoided by making a backup copy of it;
(f) Any unauthorised access to, or use or disclosure of, your content or projects by any person who is not associated with us except to the extent that the resulting loss and damage is recoverable under the 2018 UK Data Protection Act;
(g) Any fine, penalty, tax or other levy imposed on you or another user by any court, tribunal or regulator (including the UK Information Commissioner) in connection with your content or your use of the learning materials;
(h) Any costs or expenses incurred by you or your users in avoiding or dealing with any investigation, action or proceedings brought by or before any regulator (including the UK Information Commissioner) in connection with your projects or your use of the learning materials.
6.2 We will not be in breach of contract, or liable in any way whatsoever, for failing to discharge our obligations, or for doing so late, to the extent that our failure or delay is a consequence of any failure on your part to discharge your obligations, or any delay on your part in doing so, or any cause that is beyond our reasonable control.
6.3 Our total liability for all loss, damage, costs and expenses resulting from, arising out of, or relating to your use of the learning materials or your agreement with us will be limited to the higher of: (i) £1,000; and (ii) the total subscription charges you have paid for the learning materials for the subscription year in which the event (or, where there are a number of connected or related events, the first of them) giving rise to the loss or damage occurred. When applying these limits, any liability that is unrestricted by virtue of clause 6.5 is to be taken into account first, so that our liability for any other loss, damage, costs and expenses may be reduced or even extinguished. A “subscription year” is a period of one year starting with your payment of the first subscription charge for the learning materials or any anniversary of that date.
6.4 The exclusions and restrictions of our liability in this clause 6 cover all loss, damage, costs and expenses of the kind described no matter what the basis for our liability, and even if they result from our negligence or from other negligence for which we would otherwise be liable.
6.5 These terms do not affect or restrict any right or remedy which you might have, or any liability which we might have, for any of the following: personal injury resulting from negligence, whether or not it results in death; a breach of any term implied by section 2 of the Supply of Goods and Services Act 1982; a breach of any term which has to be treated as being included in your agreement with us by virtue of sections 34, 35, 36, 37, 41, 49, 50, 51 or 52 of the Consumer Rights Act 2015; fraud, fraudulent statements and fraudulent misrepresentations.
You agree to reimburse us in respect of all loss, damage, reasonable costs and reasonable expenses which we suffer or incur as a consequence of your breach of these terms. Your liability for our costs and expenses under this clause 9 is to be assessed on the court’s “indemnity basis” rather than the “standard basis”, and you agree to pay them even if you would not otherwise be liable for them.
8 Personal data
8.1 We will comply with our privacy statement and the Data Protection Act 2018. We are registered as a data controller with the UK Information Commissioner: our registration number is ZA041392. Our privacy statement and the register at www.ico.org.uk contain more information about the personal data we collect and hold as a data controller and how we use it in that capacity.
8.2 You are the data controller with regard to any personal data recorded in your content and projects and we are acting as your data processor with regard to such data. Except as required or permitted by law, we will only process that personal data as part of providing the learning materials’ functionality and support services to your users. We process all personal information within the EEA in accordance with the GDPR and the UK 2018 Data Protection Act
9 When we may terminate your subscription or close your learning account
9.1 We may terminate your subscription, close your learning account and/or prevent your access to and use of the learning materials or your projects without any liability to you in any of the following circumstances:
(a) If you fail to pay any monies due to us in connection with the learning materials by the due date;
(b) If you breach any of these terms in any way;
(c) If you use the learning materials or your generated content in any way which, in our reasonable opinion, is in breach of these terms;
(d) If a third party threatens to start legal proceedings against us based on any of your projects or your use of the learning materials;
(e) If you challenge or dispute any of our rights in or to the learning materials or any AGLC Ltd content, or the rights of any persons who have licensed any parts of the learning materials or AGLC Ltd content to us.
9.2 We may, at our absolute discretion, terminate your subscription, close your learning account and prevent your use of the learning materials or your projects without giving any reason or warning, but in this case. we will refund any monies you have paid in respect of any future period.
10 General terms
10.1 We may analyse your use of the learning materials for our own business purposes.
10.2 We may use your name and trademarks in our marketing materials to identify you as a user of the learning materials.
10.3 We may freely assign the benefit of your agreement with us.
10.4 If these terms require you not to do something, you must not attempt to do it or allow, assist or encourage any other person to do it.
10.5 These written terms, and any which have to be treated as being included by virtue of the Consumer Rights Act 2015 and/or the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, form the whole agreement you have with us. You confirm and promise that you have not relied on anything else (apart from any trial of the learning materials you may have had) when deciding to enter into that agreement, and that you will not claim otherwise.
10.6 Our acceptance of your subscription charges, and our permitting your users to use the learning materials, will not prevent us from exercising any right or remedy we may have in respect of your breach of these terms even if we are aware of the breach at the time, and you agree not to claim that it does.
10.7 Only you and we (and our successors in title) may enforce these terms, and we do not need any third party’s consent before changing them or terminating the agreement you have with us.
10.8 We may change these terms at any time in order to comply with any law, regulation or court order, and both you and we will be legally bound by those changes when we have told you about them.
10.9 We may change these terms at any time, without giving any reason, and both you and we will be legally bound by those changes when we have told you about them unless you end your subscription within 7 days.
10.10 Every aspect of your agreement with us (including its formation and effect) is governed by English law and the English courts are to have exclusive jurisdiction over any dispute (contractual or otherwise) relating to, or arising out of, the agreement, the learning materials, or your use of it. As an exception, you or we may apply to any court which would otherwise have jurisdiction for an injunction (or an equivalent or similar order) to restrain the other one from infringing its rights or breaching the agreement.