These terms and conditions apply to Services rendered by TriDigital Learning in respect to the provision of Online and / or Taught Services (“the Services”).
For online purchases of the Services by clicking the “Accept” button you unconditionally agree to all terms of this agreement which will take precedence over any third party terms & conditions and which may not be varied or revoked without the written consent of TriDigital Learning.
2. The Services
2.1. A full description of the Services together with the dates on which the Services will begin are available on our Website. We will provide the Services with reasonable care and skill in accordance with the description set out on our Website.
2.2. We reserve the precontractual right to vary or withdraw any of the Services described on the Website without notice. Any withdrawal or variation will not adversely impact our Service commitment as detailed in 2.4 below.
2.3 We do not make any claim, representation or warrant to you that you will obtain a particular result, professional qualification or employment opportunity from your purchase and completion of any of the Services.
2.4 We will make our best endeavours to deliver the Services for a minimum of 1700 events per annum, aggregated over 49 weeks subject to Clause 12 below.
2.5 We will, entirely at our discretion and without obligation, offer the Customer an extension to the provision of Services beyond the contracted period in recognition of a drop in or loss of Services if we deem it appropriate.
3. Ordering Services
3.1. In order to purchase any of the Services on-line you must first register for an account with us via the Website. If you already have an account with us you can log into your account using your user name and password.
3.2. You need to have registered for an account with us to purchase any of the Services to access your course on-line.
3.3. When the Customer places an order for any of the Services these terms and conditions will apply. We reserve the right to cancel or decline the Customer’s order or any part thereof at any time until it has been confirmed in accordance with clause 3.5 below.
3.4. Following receipt by us of your order for Services we will contact you confirming receipt of your order.
3.5. An agreement between us and the Customer shall come into existence when we have:
(a) accepted your offer to purchase any of the Services from us by sending you an email confirming the purchase; and
(b) received payment of the relevant Fees from you in accordance with clause 5 below.
4. Cancellation and Variation
4.1. Subject to clause 4.2 below, where we have formed an agreement with you in accordance with clause 3.5 above, then the Customer is permitted within 14 working days starting on the day after the date we have concluded our agreement in accordance with clause 3.4, to cancel the purchase of the Services.
4.2. If the Customer has purchased and already accessed, downloaded and/or started to use Services then it shall have no right to cancel its order or seek reimbursement of the fees payable under clause 5 hereof.
4.3. Save for clause 4.1 the Customer has no other right to cancel or vary its purchase of Services and any other cancellation and / or variation of course dates will be at the entire discretion of TriDigital Learning.
5.1. The Fees for the Services shall be as set out on the Website or as quoted, verbally or in writing, by us at the time you placed an order for them.
5.2. Unless otherwise specified before purchase of the Services the Fees are exclusive of VAT or other local taxes, the cost of some Course Materials and any delivery costs payable in respect of the delivery of Course Material to you. Each of these costs will be set out in the Website or confirmed to the Customer prior to its purchase of the Services.
5.3. You agree to pay the fees for the Services that you purchase, and you authorise us to charge your credit / debit card or process other means of payment (such as direct debit) for those fees. Fees due must be paid in full prior to you attending any Taught Course or accessing any Online Course.
5.4. If your payment fails and you still gain access to the Services purchased, you agree to pay us the corresponding fees within thirty (30) days of notification from us. We reserve the right to disable access to any course for which we have not yet received adequate payment.
5.5. Any fees charged by the Customer’s debit or credit card provider in connection with the Customer’s purchase of any of the Services are for the Customer’s own account and TriDigital Learning shall, under no circumstances, be responsible for any such charges.
5.6. The Customer shall be responsible for all costs incurred in connection with its attendance or that of its representatives in attending any Taught Courses or its access onto any Online Course.
6.1. Although TriDigital Learning aims to provide the Services to the highest standards of the industry, neither it, nor its trainers accept any liability in any circumstances however so arising for (i) any inaccuracy or misleading information provided in the programmes or Course Materials and any reliance by Client on any such information, (ii) any loss or corruption of data, (iii) any loss of profit, revenue or goodwill, or (iv) any indirect, special or consequential loss arising from any breach of the terms of this Agreement on our part.
6.2. Except to the extent that they are expressly set out in these terms and conditions, no conditions, warranties or other terms shall apply to the Services. Subject to clause 6.4 no implied conditions, warranties or other terms apply (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description).
6.3. Subject to clause 6.5 below, TriDigital Learning's total liability arising from or in connection with these terms and conditions and in relation to anything which we may have done or not done in connection with these terms and conditions and the delivery of the Service (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to the Fees received by us in connection with the relevant Online Course or Taught Course in relation to which a dispute has arisen.
6.4. Nothing in this Agreement shall exclude or limit TriDigital Learning’s liability for (i) death or personal injury caused by negligence, (ii) fraudulent misrepresentation or (iii) any other matter which under English law may not be limited or excluded.
6.5. No claim may be brought more than six months after the last date on which the Services concerned have finished or ceased to be provided by us.
7. Intellectual Property
7.1. All Intellectual Property Rights in the Course Materials, Online Courses and the speeches made by trainers at the Taught Courses are, and remain, the intellectual property of TriDigital Learning or its licensors, whether adapted, written for or customised for the Client or not.
7.2. The Customer is not authorised to:-
(i) copy, modify, reproduce, re-publish, sub-licence, sell, upload, broadcast, post, transmit or distribute any of the Course Materials without prior written permission;
(ii) record on video or audio tape, relay by videophone or other means the Online Course or Taught Course given
(iii) use the Course Materials in the provision of any other course or training whether given by us or any third party trainer;
(iv) remove any copyright or other notice of TriDigital Learning on the Course Materials;
(v) modify, adapt, merge, translate, disassemble, decompile, reverse engineer (save to the extent permitted by law) any software forming part of the Online Courses.
Breach by the Customer of this clause shall allow us to immediately terminate the contract for the provision of these terms and conditions with the Customer and cease to provide the Customer with any Services, including but not limited to access to the Online Courses.
7.3. In consideration of the Fees paid by the Customer, we grant to the Customer a limited, non-transferable, non-exclusive licence to use the Course Materials and the software in respect of the Online Course for the sole purpose of completing the Online Course and / or attending the Taught Course.
8.1. We and the Customer shall mutually keep the other’s Confidential Information strictly confidential and not use it otherwise than for the purposes of these terms and conditions, and shall return it on demand and not retain copies of it.
8.2. Either party may disclose Confidential Information to its legal and other advisors for the purposes of obtaining advice from them.
8.3. This clause shall continue notwithstanding termination of these terms and conditions.
Any Services provided by us under these terms and conditions are personal to the Customer and cannot be transferred or assigned to any other person.
We shall be entitled to assign these terms and conditions to any other company without prior notice to you.
We may assign, transfer, sub-contract any of our rights or obligations to any third party at our discretion.
10.1. We shall be entitled to terminate these terms and conditions and cease to provide the Customer with any Services with immediate effect in the event that the Customer:
10.2. On termination clause 6 (liability), 7 (intellectual property rights), 8 (confidentiality) and 9 (restrictions) shall continue notwithstanding such termination.
11. Entire Agreement
These terms and conditions, together with the Course Specific Terms and Conditions are the entire agreement between the parties and supersede any prior agreements and arrangements, whether written or oral. You confirm that you have not relied on any representations, whilst every effort is made to ensure the accuracy of any representations concerning the Services, in entering into these and any other terms and conditions with us. Nothing in this clause or terms and conditions shall limit liability for any fraudulent misrepresentation.
12. Force Majeure
TriDigital Learning shall not be liable to you for any breach of its obligations or termination under these terms and conditions arising from causes beyond its reasonable control, including, but not limited to, fires, floods, earthquakes, volcanoes and other Acts of God, terrorism, strikes, delay caused by transport disputes, failure to provide a course caused by a death in the trainer’s family, illness of the trainer, Government edict or regulation.
13. Data Protection
13.1 The nature of the Services provided by us means that we will obtain, use and disclose (together "Use") certain information about you ("Data"). This statement sets out the principles governing our Use of Data. By purchasing the Services you agree to this Use.
13.2 When the Customer registers with us it will need to provide certain Data such as its contact details and demographic information. We will store this Data and use it to contact the Customer, provide it with details of the Services it has purchased and otherwise as required during the normal provision of the course.
13.3 We may also use the above Data, and similar Data the Customer provides us in response to surveys, to aggregate user profiles and, unless the Customer indicates otherwise during Registration, provide the Customer with communications. We will not pass any personal data onto anyone outside of TriDigital Learning,
13.3 To enable us to monitor and improve our Services, we gather certain aggregated information about the Customer, including details of its operating system, browser version, domain name and IP address, the URL the Customer came from and go to and the parts of the Website it visits.
13.4. We use information such as the Customer’s User ID, session identifiers and password to enable us to identify whether the Customer is using our services, assist with the provision of services and to ensure that the Customer has access to relevant products. We will only read cookies from the Customer’s cookie file placed there through its web browser's interaction with the Website.
13.5. Our products may link to third party websites and we are not responsible for their data policies or procedures or their content.
13.6. TriDigital Learning endeavours to take all reasonable steps to protect its Customers’ personal Data including the use of encryption technology, but cannot guarantee the security of any Data the Customer discloses. The Customer accepts the inherent security implications of being and transacting on-line over the internet and will not hold us responsible for any breach of security.
13.7. TriDigital Learning may supplement the information that the Customer provides with information we receive from third parties, such as external bodies or the Customer’s employer.
13.8. If the Customer wishes to change or update the data we hold about it, please contact us accordingly.
14. Restrictions on Customers
14.1 In this clause, ‘Restricted Staff Member’ shall mean any person who has been at any time during the period of 2 years immediately preceding the date the Agreement comes into effect per clause 3.5, employed or directly engaged by Us.
14.2 The Customer covenants that it will not at any time during the term of this Agreement or for the period of 1 year after the termination of this Agreement:
(a) Offer employment to, enter into a contract for the services of, or otherwise entice or attempt to entice away from Us any Restricted Staff Member; or
(b) Procure or facilitate the making of any such offer or attempt by any other person in relation to a Restricted Staff Member.
14.3 If the Customer breaches the terms of this clause 14, the Customer will indemnify and keep indemnified, TriDigital Learning for all costs and expenses of losing that Restricted Staff Member, which will include a payment of the equivalent of 12 months basic salary for the Restricted Staff Member.
14.4 The parties agree that each provision in this clause 14 is fair and reasonable.
15. Law and Jurisdiction
This Agreement is subject to English law and the parties submit to the exclusive jurisdiction of the English courts in connection with any dispute hereunder.
16. Changes to Terms
We may revise these Terms from time to time. The changes will not be retroactive and the most current version of the Terms, which will always be available at https://www.seedl.com/terms-conditions, will govern our relationship with you. We will try to notify you of material revisions, using a banner notification on our website or via the email address associated with your account. By continuing to access our Services after those revisions become effective, you agree to be bound by the revised Terms.