Definitions

Article 1 – DEFINITIONS:

1. The parties referred to in this Agreement shall be defined as follows:

a. Course Provider, Imperial Learning Ltd is a company incorporated in England and Wales under the registration number 07915768 whose registered office is located at City Point, 1 Ropemaker Street, London, EC2Y 9HU and trading as ‘Study365’: Course Provider, as the creator, operator, and publisher of the Course is responsible for providing the Course publicly. Course Provider, us, we, our, ours, and other first-person pronouns will refer to the Course Provider, as well as, if applicable, all employees and affiliates of the Course Provider.

b. You, the user, the participant: You, as the participant in the course and user of the Website, will be referred to throughout this Agreement with second-person pronouns such as you, your, yours, or as user or participant.

c. Parties: Collectively, the parties to this Agreement (Course Provider and You) will be referred to as Parties.

2. The other definitions are as follows:

“Classroom Course” means physical face-to-face instruction conducted in person by an instructor/tutor to students in an organised manner utilising a lesson plan.

“Course Fee” means the fee payable for any Course or product but excludes any delivery charges payable in relation to the delivery of Course Materials or certificates, if applicable, and any import duties, taxes, and customs clearances that may be payable.

“Course Materials” means the materials provided by us in the course of the delivery of any Online Course, which may be (i) Online Study Materials and/or (ii) Physical Study Materials.

“Live Online Course” means virtual online face-to-face instruction conducted in person by an instructor/tutor to students in an organised manner utilising a lesson plan.

“Online Course” means all courses which are listed on the website and can be accessed at any time with the login credentials provided.

“Online Study Materials” means any material in an electronic format which may be (i) downloaded from the Website or (ii) accessed and viewed on the Website, including, but not limited to, PDFs, MP3s, JPEGs, MPEG4s, and MOVs.

“Physical Study Materials” means any material in a physical format, including, Printed manuals, DVDs, CD Rom, Blu-ray, and Audio CDs.

“Website” means www.study365.co.uk or any other domain operated by Imperial Learning Ltd.

ASSENT & ACCEPTANCE

Article 2 – ASSENT & ACCEPTANCE:

By purchasing and/or participating in the Course or accessing the Course, you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. If you do not agree to be bound by this Agreement, please cease your participation in the Course immediately. If you do so after purchase, you will not be entitled to any refund unless the criteria listed out in the refund policy are met. Course Provider only agrees to provide the Course to you if you assent to this Agreement.

LICENCE TO USE WEBSITE & ACCESS COURSE MATERIALS

Article 3 – LICENCE TO USE WEBSITE & ACCESS COURSE MATERIALS:

We may provide you with certain information as a result of accessing the Course through the Website. Such information may include but is not limited to, documentation, data, or information developed by us and other materials which may assist in your participation in the Course ("Materials"). Subject to this Agreement, we grant you a non-exclusive, limited, non-transferable, and revocable licence to use the Materials solely in connection with your participation in the Course and your use of the Website. The Materials may not be used for any other purpose, and this licence terminates upon your completion of the Course, your cessation of use of the Course or the Website, or at the termination of this Agreement.

COURSE TERMS

Article 4 – COURSE TERMS:

The Course does not have a structured start date, which means you may begin it at any time excluding classroom courses and live online classes. Whether or not the Course has been completed, it will expire the following amount of time after purchase: As specified on the course page or 12 months in absence of such duration on the course page or elsewhere on our website.

The Course and any of its accompanying Materials may not be shared with any party. If we suspect that the Course or Materials are being shared and/or that you have shared your log-in information with any party, we reserve the right to immediately terminate your access to the Course, at our sole and exclusive discretion.

1. You are solely and exclusively responsible for the choices that you make with regard to this Course, the Materials contained within, or any significant changes to your business or life;
2. You are solely and exclusively responsible for your own mental health, physical health, business decisions, and any other actions or inaction you choose to take;
3. We are not liable for any result or non-result or any consequences which may come about due to your participation in the Course;
4. We do not provide therapy or medical services and you are responsible for procuring these services at your own will and discretion if needed.

INTELLECTUAL PROPERTY

Article 5 – INTELLECTUAL PROPERTY:

You agree that the Materials, the Course, the Website, and any other Services provided by the Course Provider are the property of the Course Provider, including all copyrights, trademarks, trade secrets, patents, and other intellectual property ("Company IP"). You agree that the Company owns all rights, title, and interest in and to the Company IP and that you will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks, or Uniform Resource Locators (URLs), without express written permission from the Company.

CONTENT YOU POST

Article 6 – CONTENT YOU POST:

Through your participation in the Course and your use of the Website, you may be permitted to post materials to the Course pages and other parts of the Website ("User Contributions"). You hereby grant Course Provider a royalty-free, non-exclusive, worldwide licence to copy, display, use, broadcast, transmit and make derivative works of User Contributions you post. The Course Provider claims no further proprietary rights in your User Contributions.

You also agree to comply with the "Acceptable Use" provision of this Agreement for all User Contributions that you post, including and especially to not violate the intellectual property rights of any third party through your User Contributions.

We as the administrator of the website will ensure no user misuses other user contributions. However, if you feel that any of your intellectual property rights have been infringed or otherwise violated by the posting of information or media by another of our users, please contact us and let us know immediately.

YOUR OBLIGATIONS

Article 7 – YOUR OBLIGATIONS:

As a participant of the Course, you will be asked to register with us. When you do so, you will choose a user identifier, which may be your email address or another term, as well as a password. You may also provide personal information, including, but not limited to, your name. You are responsible for ensuring the accuracy of this information. This identifying information will enable you to participate in the Course. You must not share such identifying information with any third party, and if you discover that your identifying information has been compromised, you agree to notify us immediately in writing. An email notification will suffice. You are responsible for maintaining the safety and security of your identifying information as well as keeping us apprised of any changes to your identifying information.

The billing information you provide us, including credit card, billing address, and other payment information, is subject to the same confidentiality and accuracy requirements as the rest of your identifying information. Providing false or inaccurate information or using the Course or the Website to further fraud or unlawful activity is grounds for immediate termination of this Agreement.

OBLIGATIONS: As a participant in the Course, you will be asked to undertake and complete the following obligations:

We may request course-specific mandatory data including but not limited to your name, DOB, address confirmation, and proof of identification. These data need to be provided within the stated time period in the relevant communication without fail.

PAYMENT & FEES

Article 8 – PAYMENT & FEES:

Unless otherwise specified in respect of a particular product, the Course Fee is payable either:

a. with a one-off lump-sum payment, payable with your purchase offer; or

b. in instalments, with payments being due at certain times over a set period of time, as specified on the Website and/or in a Brochure and/or as notified to you by a Study365

customer services representative, with the first instalment (Initial Payment) being payable with your purchase offer. Subsequent instalments will be payable on agreed dates as agreed at the initial purchase.

8.1 Instalment Plans

By choosing to pay the Course Fee in instalments in accordance with Article 8(b), you agree that:

• It is your responsibility to sign up for a Gocardless account through the link which our customer support team sent or create the plan on your own;
• It is your responsibility to ensure that the instalment payments are made on the due dates;
• Study365 is authorised to collect the instalment payments from the Gocardless account (or any other method as agreed at the initial purchase) when such instalments become due and payable;
• In order to provide the course access, the initial payment has to be realized in the Course Provider's account;
• Where applicable, the exam vouchers will only be issued upon the instalment plan is fully completed;
• you will inform us by email at [email protected] if you change your bank account which is linked to your Gocardless account or if your bank account does not have sufficient funds on due dates or the bank account is no longer valid prior to your next instalment becoming due and payable;
• any failure to make payment of an instalment when due and payable constitutes a breach of the Contract and:

unless otherwise agreed in writing by Study365, will result in you losing the right to pay by instalments and all outstanding instalment amounts will become immediately due and payable; and

without prejudice to any other rights it may have, Study365 may suspend or cancel your access to the Online Course until the remaining instalment amounts are paid in full;

c. subject to Article 9, where Study365 takes action under Article 8.1(d)(ii), you will not be entitled to a refund of any amount already paid.

8.3 The total amount paid for any Online Course may differ depending on whether the Course Fee is paid for with a one-off lump sum payment or in instalments.

8.4 Where the Course Fee is paid for:

a. with a one-off lump-sum payment, payments will be accepted by:
PayPal;
credit card (including Visa, MasterCard, and American Express) or debit card; or
bank transfer, which will need to be arranged directly with us over the telephone (please see the contact page for contact details at https://www.study365.co.uk/contact-us/) or by e-mail at [email protected] ; for Direct Debit instructions.

b. In instalments, initial payments initial payment will only be accepted as facilitated at the checkout page or as notified to you by a Study365 customer services representative

8.5 In the unlikely event that your purchase offer was accepted at a time when the amount of the Course Fee displayed on the Website and/or in any Brochure is incorrect, Study365 will notify you as soon as it reasonably can. If the correct amount of the Course Fee is higher than the amount displayed on the Website and/or in any Brochure, then Study365 will contact you to notify you of the correct Course Fee, so you can decide whether or not you wish to continue with your order of the Online Course at the increased Course Fee. If you decide that you would like to cancel your order, Study365 will gives you a full refund in respect of any amount you have already paid. If the correct Course Fee is lower, Course Provider will refund you the difference between the amount which you have paid and the correct Course Fee payable.

8.6 Retake Exam Fee

Continuing Professional Development (CPD) Courses Retake - If you are unable to complete your exam on the first attempt successfully, you are eligible to take a second attempt after paying a Retake Fee.

Peoplecert (Axelos) Take2 Exam Option – Take2 is an add-on service exclusively offered for selected exams and becomes available only when the initial exam linked to it has a “fail” result. Take2 is not transferable, non-refundable, and cannot be redeemed for cash or credit, even if it isn’t eventually used. Candidates must schedule and take the re-sit exam within 6 months from the date of their initial exam.

Take2 is exam-specific; it cannot be used for any other offering and is valid only for the exam originally purchased. Failing to show up for a Take2 exam appointment or not rescheduling the appointment prior to their scheduled appointment forfeits candidates’ ability to use the Take2 generated voucher. It can only be purchased up to 15 minutes before sitting an examination. Take2 is not available for purchase after a failed exam.

8.7 Exam Voucher Extension Fee

Exam voucher is valid for one year from the date of issuing and the learners should schedule and complete the corresponding exam within that one year. In addition, learners are eligible for a six-month voucher extension with the standard administrative fee applied.

Voucher extension requests can be accepted only within the validity period. Expired vouchers are not eligible for paid extensions as per the PeopleCert policy.

8.8 Ordering Printed Certificate

Where applicable, an e-certificate will be issued free of charge. Printed certificates can be ordered at your discretion through the link provided on the website. The printed certificate will be charged separately as mentioned on the website at the checkout point of the certificate ordering page.

8.9 Re-ordering Printed Certificate

A printed certificate may require to be re-ordered in the following circumstances.

• Lost in the transit/after delivery – if we dispatch your certificate and it is lost during delivery or if you lose your certificate after delivery you will need to pay the Reorder Certificate Fee in order to get another copy of the printed certificate.
• Delivery failure due to erroneous address – If the delivery address provided by you is not the correct address, and any delivery failure due to that reason will be charged a reordering fee in order to deliver the certificate again. If the mistake is from our end, you will not be charged any additional fee in order to deliver the certificate to the correct address.
• In Transit Damages – Any damages to the printed certificate during the transit will not be our responsibility. We ensure the certificate is posted in its original condition and best possible package to ensure no physical damage will happen in transit.
• Changes to the certificate – If there is an error in your certificate and it is informed to us within 3 months of the issuance, we will re-issue the certificate free of charge if the error has been made on our part. However, if the error is on the part of the learner providing incorrect information, they will be required to pay the due fee for re-issue. Re-ordering takes 2 to 4 weeks after request submission and verification.

CANCELLATIONS & REFUNDS

Article 9 – CANCELLATIONS & REFUNDS:

Under UK law, you may have the right to cancel your order and request a refund under certain valid circumstances as explained below, in accordance with this policy.

9.1 General Terms

Following general terms and conditions will be applicable for refund requests for any kind of course purchased through our website.

• All refunds are subject to 14 days (conditions apply) validity period from the date of the purchase
• In order to be eligible for a refund, the learner must not have accessed the course materials except in the case of an issue with the course materials or a technical issue.
• In order to be eligible for a refund due to significant quality/technical issues with course materials, it needs to be proved with sufficient evidence. The course provider has the discretion to decide whether the course material/technical issues are qualified for a full/partial refund or not.
• All other refund requests, we shall investigate and decide whether the learner is eligible for the refund or not. The decision to accept the refund request is the sole discretion of the course provider.
• All refund requests should be sent to [email protected] or posted to Imperial Learning Ltd, CityPoint, 1 Ropemaker Street, London, EC2Y 9HU within 14 days from the date of purchase.
• Once you submit the refund request, our team will evaluate the request and respond in writing within 3 working days from the submission of the request. If you are eligible for the refund, the refund is deemed to be approved and starts processing. In the event of rejection of the refund, our team will inform you in writing of the reasons for non-eligibility.
• Where applicable, entry requirements are mentioned on the website. If you fail to meet the entry requirements of the program your application will not be accepted. In the event that your application is not accepted, your course access fee will be deducted, and the remainder of your total paid fee will be refunded to you.
• All refunds may apply 10% retention as a processing fee. However, this charge is at the sole discretion of Study365 management.
• If the refund is requested to an outside UK bank account where bank charges are applicable, a 10% processing fee or bank charges, whichever are higher, will be deducted from the amount paid and the net amount will be refunded.
• There may be situations where our website breakdowns and interruptions occur due to/including, but not limited to scheduled or unscheduled system maintenance work. In such cases, you will not be able to access your courses and no refunds will be eligible due to such situations.
• Any type of certificate delivery delays will not be eligible for a refund.
• Fees paid for the certificates will not be refunded in the case of certificates getting delayed unless we could not provide proof that the certificate has been mailed. The course provider shall not be responsible for any delays from the post under any circumstances.
• Any approved refund will take up to 30 days to process.
• No refund will be made due to an unsuccessful result at the examination.

9.2 Classroom Courses

Cancellations:

Any cancellation made 14 days or more before the start date of the course will be eligible for a full refund. If you cancel less than 14 days before the start date of the course you will not be eligible for any refund.

In the event that you are not qualified for the final exam, no refund will be issued in any circumstances.

Rescheduling:

Rescheduling of classroom courses is possible subject to the following criteria. You may reschedule the course up to 7 days before the start date of the course at no additional cost.

We reserve the right to reschedule or cancel any classroom course and/or change the tutor stated on the course page. However, we shall notify the rescheduling/cancellation/change at least before 72 hours from the start time of the course. In the event of cancellation from Study365, you are eligible for a full refund only up to the amount you have paid. No other claims can be made due to the cancellation.

9.3 Live online courses

Cancellations:

Cancellations received within 14 days of booking your place on the course will receive a full refund. However, if the cancellation request receives less than 14 days before the course start date, no refund will be eligible.

Rescheduling:

You may reschedule the course up to 14 days before the start date of the course at no additional cost. We reserve the right to reschedule or cancel any classroom course and/or change the tutor stated on the course page at least 72 hours from the start time.

9.4 Official Examinations

Cancellations:

No exam voucher will be cancelled or refunded after issuing.

Rescheduling:

Any exam rescheduling requests to be received 3 working days prior to the exam date and the rescheduling date should be within the exam voucher validity period. Such rescheduling will be subject to an admin fee as applicable.

ACCEPTABLE USE

Article 10 – ACCEPTABLE USE:

You agree not to use the Course or the Website for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Course or the Website in any way that could damage the Course, Website, Services, or general business of the Course Provider.

You further agree not to use the Course or the Website:

I. To harass, abuse, or threaten others or otherwise violate any person’s legal rights;

II. To violate any intellectual property rights of the Course Provider or any third party;

III. To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

IV. To perpetrate any fraud;

V. To publish or distribute any obscene or defamatory material;

VI. To publish or distribute any material that incites violence, hate, or discrimination towards any group;

VII. To unlawfully gather information about others.

No Liability

The Course and Website are provided for informational purposes only. You acknowledge and agree that any information posted in the Course, in the Materials, or on the Website is not intended to be legal advice, medical advice, or financial advice, and no fiduciary relationship has been created between you and us. You further agree that your participation in the Course is at your own risk. We do not assume responsibility or liability for any advice or other information given in the Course, in the Materials, or on the Website. Furthermore, we are not liable for the examination or assignment results which you will achieve during or at the end of any course.

Reverse Engineering & Security

You agree not to undertake any of the following actions:

a. Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or in the Course or Website;

b. Violate the security of the Course or Website through any unauthorised access, circumvention of encryption or other security tools, data mining, or interference to any host, user, or network.

Indemnification

You agree to defend and indemnify the Course Provider and any of our affiliates/awarding bodies (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney’s fees, which may arise from or relate to your participation in the Course, your use or misuse of the Website, your breach of this Agreement, or your conduct or actions. You agree that we shall be able to select our own legal counsel and may participate in our own defence, if we wish.

Spam Policy

You are strictly prohibited from using Course for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.

Modification & Variation

We may, from time to time and at any time without notice to you, modify this Agreement. You agree that we have the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement.

To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.

Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to the Course. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.

Service Interruptions

We may need to interrupt your access to the Course to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access to the Course and/or Website may be affected by unanticipated or unscheduled downtime, for any reason, but that we shall have no liability for any damage or loss caused as a result of such downtime.

Term, Termination & Suspension

We may terminate this Agreement with you at any time for any reason, with or without cause. We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of us or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. You may also terminate this Agreement at any time by contacting us and requesting termination. At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.

Please be advised that terminating this Agreement does not entitle you to a refund on any monies spent with us.

No Warranties

You agree that your participation in the Course and your use of the Website is at your sole and exclusive risk and that any Services provided by us are on an "As Is" basis. We hereby expressly disclaim any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. We make no warranties that the Course or Website will meet your needs or that the Course or Website will be uninterrupted, error-free, or secure. We also make no warranties as to the reliability or accuracy of any information in the Course or on the Website. You agree that any damage that may occur to you, through your computer system, or as a result of loss of your data from your participation in the Course or your use of the Website is your sole responsibility and that we are not liable for any such damage or loss.

Limitation On Liability

We are not liable for any damages that may occur to you as a result of your participation in the Course or your use of the Website, to the fullest extent permitted by law, as noted above. The maximum liability of the Course Provider arising from or relating to this Agreement is limited to the greater of one hundred (£100) GBP or the amount you paid to us in the last six (6) months. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.

General Provisions

A. LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.

B. JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the Course and your use of the Website, you agree that the laws of England & Wales shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and us, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: England & Wales. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non-conveniens or similar doctrine.

C. ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in England & Wales. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing law. Each Party shall pay its own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes, or regulations. Intellectual property claims by us will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.

D. ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, be assigned, sold, leased, or otherwise transferred by Course Provider, the rights and liabilities of Course Provider will bind and inure to any assignees, administrators, successors, and executors.

E. SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such conditions, the remainder of this Agreement shall continue in full force.

F. NO WAIVER: In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.

G. HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organisation, only. Headings shall not affect the meaning of any provisions of this Agreement.

H. NO AGENCY, PARTNERSHIP, OR JOINT VENTURE: No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.

I. FORCE MAJEURE: We are not liable for any failure to perform due to causes beyond our reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature, and natural disasters, and other acts which may be due to unforeseen circumstances.

J. ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including e-mail. For any questions or concerns, please email us at the following address: [email protected]