ITAM Review Learning Standard Terms and Conditions
This Agreement is made up of these Standard Terms, together with any other documents explicitly agreed to be a part of it. Any other terms not set out in this Agreement are excluded unless their inclusion is expressly agreed in writing.
In these terms:
the “Services” means the services that you have ordered from us and we have agreed to provide; and “we” and “us” mean the ITAM Review the trading name of ITAM Review Learning Ltd, a company registered in England and Wales under number 6059246 and whose registered office is at Unit 5, Workshed Carriage Works, London Street, Swindon, SN1 5DG, United Kingdom;
2. Supply of Services
We will provide you with the Services during the term of this Agreement. In providing the Services, we shall at all times:
use appropriately qualified and experienced personnel to supply the Services in a timely, efficient and professional manner to the standard of competency reasonably to be expected;
supply the Services with reasonable care and skill;
provide the Services in accordance with all applicable laws; and
obtain, maintain and comply with all necessary permissions and consents.
3. Your Responsibilities
In order to facilitate the provision of the Services by us, you shall (in addition to all other responsibilities and obligations on your part identified elsewhere in this Agreement) be responsible for the following:
provide us with access to appropriate members of your staff, as such access is reasonably requested by us, in order for us to discharge our obligations under this Agreement;
respond to and provide such documentation, data and other information as we reasonably request in order for us to perform our obligations under this Agreement; and
to the extent that the following are not expressly provided for elsewhere in this Agreement, use your reasonable endeavours, respond to requests for information in a prompt and timely manner, where such requests are reasonably made by us to enable us to comply with our obligations under this Agreement;
4. Change Control
If at any time you wish to alter all or any part of the Services that are provided by us, then you shall provide us with a written change request with particulars of such changes and with such further information as we may reasonably require.
We shall then submit to you as soon as reasonably practicable a written quotation for such changes specifying what changes (if any) will result in respect of its charges and the timetable for delivery of the Services.
Upon receipt of such quotation you may choose either:
- to accept such quotation in which case this Agreement shall be amended in accordance with it; or
- to withdraw the proposed changes in which case this Agreement shall continue unchanged.
5. LISA Training
- Access to LISA training content begins when you, or the party purchasing on your behalf, has paid ITAM Review - unless otherwise agreed with ITAM Review.
- LISA licenses will be automatically renewed on an annual basis. ITAM Review requires written notice of cancellation at least 30 days prior to the renewal date.
- Each subscription is specific to an individual user - sharing user accounts is prohibited.
- Training content is provided "as is" for information purposes only and is believed to be correct at the time of recording. While we aim to keep all training content updated and correct, ITAM Review and/or the training provider accept no responsibility for issues caused by training content that is incorrect, out of date or for any other reason.
- Refunds for unused subscriptions are possible within 30 days of purchase. Where it is clear that training content has been consumed, this may result in no refund, or a partial refund, being given.
- ITAM Review Learning Ltd has the right to display the subscriber company logo for promotion purposes on the website, https://lisa.training/
- Copyright in training materials. The copyright and all other intellectual property rights in all course or training materials belong to us. They may not be copies without our prior approval. You shall, however, continue to own all data that you provided to us in connection with our training.
Access to Online Events
- When you register for an online event, or an event which otherwise grants you access to content made available online, you will be given one or more user names and passwords, as appropriate for your registration to the relevant event.
- Except to the extent a user name and password is intended for more than one user as agreed by us in writing, the following are not permitted;
- sharing your username and password with any other person; and
- access through your user name and password being made available to multiple users on a network.
All sums payable under the Agreement are exclusive of VAT, which shall be added, if appropriate, at the rate prevailing at the relevant tax point. Our terms of payment for all charges are 30 days after the date of the relevant invoice. In the event of late payment we reserve the right to charge interest on the outstanding balance at the statutory rate. We reserve the right to suspend the provision of the Services or any part of it if our charges or other payments due to us under this Agreement are overdue for payment by you.
7. The Term of this Agreement and the ending of it
This Agreement shall continue for the term agreed between you and us and thereafter until terminated by either party in accordance with the provisions of this Agreement. In addition to the foregoing, either party shall be entitled to end this Agreement immediately by written notice to the other party if:
- that other party commits any material breach of this Agreement which is incapable of remedy or in the case of a breach capable of remedy, fails to remedy it within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or
- the other party is involved in legal proceedings concerning its solvency, or ceases or threatens to cease trading, or enters into liquidation, whether compulsory or voluntary, (other than for the purposes of a solvent amalgamation or reconstruction), or makes any arrangement with its creditors or petitions for an administration order or has a receiver or administrative receiver or manager appointed over all or any part of its assets or generally becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or any analogous event occurs in any jurisdiction.
8. Force Majeure
Neither party shall be liable for failure to perform its obligations under this Agreement where such failure results from circumstances beyond the party’s reasonable control.
9. Limitation of Liability
- Nothing in this Agreement shall be construed as restricting or excluding either party’s liability for death or personal injury resulting from its negligence;
- In no event shall either party be liable to the other for any special loss or any indirect or consequential loss of any nature (including, without limitation, any economic loss or other loss of business, revenue, profit, goodwill or anticipated savings), whether arising in contract, tort, negligence, breach of statutory duty or otherwise. This shall still be the case whether or not the possibility of such loss arising on a particular breach of contract or duty has been brought to the attention of such party at the time of making this Agreement;
- Subject to the other provisions of this Agreement, the liability of each party under this Agreement shall not exceed 100% of the charges payable in respect of the particular services, training or event.
Neither party shall make any public statement about this Agreement or its subject matter without the prior approval of the other, such approval not to be unreasonably withheld.
11. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes and replaces any previous agreement, understanding, undertaking, representation, warranty and arrangement of any nature whatsoever between the parties relating to the subject matter of this Agreement.
Each party shall keep secret and treat as confidential all information obtained from the other which is either stated to be confidential or could reasonably be regarded as confidential and shall not disclose such information to any person other than its employees where such disclosure is required for the performance of the party’s obligations under this Agreement. This clause shall not extend to information which was already in the lawful possession of a party prior to this Agreement or which is already public knowledge or becomes so subsequently (other than as a result of a breach of this clause) or which is trivial or obvious. The obligations of confidentiality under this clause shall survive any termination of this Agreement.
Any notice under this Agreement may be delivered personally or sent by email or by prepaid recorded delivery to the address set out above (or such other address in the United Kingdom as is otherwise notified from time to time). Any such notice or other written communication shall be deemed to have been served:
- if delivered personally, at the time of delivery;
- if posted, at the expiry of two working days after it was posted; and
- if sent by email, the next working day after it was sent.
- In proving such service it shall be sufficient to prove that personal delivery was made, or that such notice or other written communication was properly addressed (including by email), and if sent by post properly stamped and posted.
14. Third Party Rights
A person who is not party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
All other warranties, conditions and other terms implied by statute or common law are excluded from the Agreement to the fullest extent permitted by law.
16. No Partnership
Nothing in this Agreement shall constitute a partnership between the parties.
17. No Assignment
This Agreement is personal to the parties neither of whom may assign any of their rights or obligations under this Agreement without the prior written consent of the other party.
If any dispute arises out of this Agreement the parties will refer it to mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure. If the parties fail to agree terms of settlement within 42 days of the start of the first meeting held under such procedure, the dispute may be referred to litigation by either party.
19. Law and Jurisdiction
This Agreement shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.