Skills for Health
Skills for Health

Terms & Conditions

eLearning Terms and Conditions

1 - Grant of licence

Parties:

(1) The Workforce Development Trust Limited (trading as Skills for Health) of Vertigo, Cheese Lane, Bristol, BS2 0JJ (“SfH”)

(2) The purchasing organisation/ the individual (the “Licensee”).

Background:

SfH is the owner of the Intellectual Property (the “Product”) made available to the Licensee under the terms set out in this Agreement. The Licensee has requested a licence to use the Intellectual Property for the Permitted Purpose. SfH has agreed to grant such a licence to the Licensee on the terms set out in this Agreement.

Definitions:

In this Agreement unless the context otherwise requires the following words and expressions shall have the following meanings:

Commencement Date: The date of this agreement is defined as the date of purchase.

Activity Baseline: A baseline for the year based on the number of staff, training needs and training plan unless longer periods are specified in the course description.

Product Description: eLearning aligned to UK Health Sector Training Frameworks

Intellectual Property: Means all patents, copyrights, rights in databases, sui generis rights, moral rights, topography rights, design rights, trade marks, documents, source code, trade secrets, know-how and all other intellectual property rights of a similar nature in any part of the world and all applications and rights to apply for the protection of any of the foregoing relating to both the Product and any other materials supplied by SfH.

Licence Period & Term: One year from the date of purchase or the date that user login details were sent to the licensee – Whichever is later of the two. Some products may be purchased with multi year licences. In which case, the access period will be specified in the course description. For subscriptions, access is granted on a recurring annual basis unless cancelled by the user or Skills for Health.

Licence and/or Access Fee: The fees as determined by the purchasing amount.

Permitted User: Users whom the Licensee has or will identify as requiring an account to access the Product within the limits of the Agreement

Permitted Purpose: Internal, non-commercial use in the Territory by the Licensee to help with workforce training, but “use” shall not include disclosure, sharing or distributing the Product software, documentation, methods or Intellectual Property with any third party in any way, form, manner or media

Internal, non-commercial use in the Territory by the Licensee for the purpose of educating the workforce and improving workforce skills in the healthcare sector, but “use” shall not include the copying, reproduction, republishing, downloading, posting, broadcasting or transmitting of the Intellectual Property in any way, form, manner or media

The eLearning content is aligned to the UK Core Skills Training Framework. It is the responsibility of the Licensee to determine if this is appropriate for the purpose it is purchasing the Product.

Terms:

1.1 In consideration of the performance by the Licensee of its obligations under this Agreement, SfH grants to the Licensee a non-exclusive licence to use the Product for the Permitted Purpose during the Term.

1.2 SfH gives no warranty and makes no representation as to the efficacy or usefulness of the Product to confer benefit on the business or other interests of the Licensee.

1.3 SfH reserves the right to grant licences of the Product within and outside of the Territory to other Licensees and to use the Intellectual Property in any other manner.

1.4 The Licensee agrees to comply with this Agreement and to fulfil the obligations detailed in the Schedules.

2 - Term of licence

2.1 This Agreement shall commence on the Commencement Date as specified in the definitions, and shall continue in force until terminated in accordance with its provisions.


3 - Licence fee

3.1 If paying via invoice in consideration of the rights granted by SfH pursuant to Clause 1.1, the Licensee shall pay to SfH the following sums:

(a) The amount specified at point of purchase as confirmed via email receipt and the invoice amount available within the bookings section within the Skills Platform within 30 days of receipt of a valid invoice

(b) The purchase is subject to the standard 14 day distance selling act which allows for the cancellation or refund of goods or service provided notification is received within 14 days of original purchase date. No refund will be given to the Licensee outside of these terms.

(c) Purchase Order details are to be provided by the Licensee When requested by SfH.

3.2 The Licensee shall pay the Licence Fee into such bank account as SfH may nominate to the Licensee from time to time in cleared funds without deduction or set off.

3.3 If the Licensee fails to make any payment due to SfH under this Agreement within 30 days, SfH shall be entitled (without prejudice to any other right or remedy it may have) to charge interest on any amount outstanding pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, such interest being charged as a separate, continuing obligation and not merging with any judgment.

3.4 The Licence Fee payable under this Agreement shall be exclusive of VAT, which if applicable will be charged at the prevailing rate.

3.5 Each licence fee is valid for the period of the Agreement.

3.6 If the licencee has paid directly online, the terms of refund or cancellation still apply as per 3.1b

3.6b If the licencee has purchased the product via a subscription, standard refunds and cancellation policies apply. The licence will be automatically renewed each year unless cancelled by the user or Skills for Health. The user is free to cancel their subscription at any point and cancellation will not impact your access rights for the current period as payments are made for the year in advance. Skills for Health reserve the right to cancel or change a subscription at any point with 30 day notice.

4 - Use of the product and protection of Intellectual Property

4.1 The Licensee shall not rent, lease, sub-licence or transfer the Product or reverse engineer, recompile or disassemble it (subject to section 50B of the Copyright, Designs and Patents Act 1988). The Licensee shall not make available, copy, distribute, encourage or assist the reproduction of the Product by any third party. If the Licensee merges with another organisation that is not licensed to use the Product then Product use and scope shall be restricted to the Licensee’s pre-merger staff only. If wider use is required for the whole of the merged organisation then a new License shall be agreed.

4.2 SfH is the owner of all the Intellectual Property and of all Intellectual Property rights in the Product as defined by the Cop yright Designs and Patents Act.

4.3 The Licensee shall not do, or omit to do, anything to diminish the rights of SfH in the Intellectual Property or impair any registration of the Intellectual Property.

4.4 The Licensee shall not, during the Term or at any time thereafter, apply for or obtain registration of the Intellectual Property or any other trade mark or certification mark which is similar to the Intellectual Property for any goods or services in any part of the world.

4.5 Nothing in this Agreement shall give the Licensee any right, title or interest in the Product and Intellectual Property, other than the right to use it in accordance with the terms and conditions of this Agreement. The Licensee recognises SfH's title to the Intellectual Property and shall not do anything inconsistent with such title and shall not claim any right title or interest in the Intellectual Property or any part of it save as is granted by this Agreement.

4.6 The Licensee shall not assign or otherwise transfer this Agreement or any of its rights or obligations under it, or grant any sub-licence, without the prior written consent of SfH.

4.7 SfH may assign or otherwise transfer this Agreement or any of its rights or obligations under it, or grant any sub-licence, without the prior written consent of Licensee.

4.8 All goodwill and reputation generated in the Intellectual Property by the Licensee shall be generated on behalf of SfH and be for SfH's benefit and the Licensee shall hold any such goodwill generated as bare Licensee for SfH.

4.9 The Licensee shall not dispute or challenge the validity of the Intellectual Property or any other rights of SfH in relation thereto, either during the Term or at any time thereafter.

4.10 The Licensee shall provide such assistance as SfH may reasonably require in relation to the maintenance and protection of the Intellectual Property or in relation to any application to register SfH as proprietor of the Intellectual Property.

5 - Accessing the product

5.1 Subject to Clause 13.1, SfH will not be liable to the Licensee if for any reason the Product is unavailable at any time or for any period when the Product is installed on the Licensee’s premises or remote servers. In the event that the Product is made available via the Internet then SfH will be responsible for making the Product accessible via the Internet during normal working hours to a level reasonable for such an application.

5.2 The Licensee acknowledges and agrees that:

(a) SfH may need to restrict the Licensee’s access to some parts of or all of the Product at any time or for any period for the purposes of maintenance, upgrade or repair. SfH will endeavour to notify the Licensee of such planned activity and to minimise any restriction or down-time where possible.

(b) SfH has the right to disable any access to for the Product at any time, if in SfH's sole opinion the Licensee has failed to comply with the terms of this Agreement; and

(c) the Licensee is responsible for making all arrangements necessary for it to have access to the Product.

5.3 The Licensee shall not:

(a) misuse the Product by knowingly introducing viruses or other material which is malicious or technologically harmful; or

(b) attempt to gain unauthorised access to the Product, the server on which the Product is stored or any server, computer or database connected to the Product; or

(c) divulge the Intellectual Property to any third parties without the prior written consent from SfH.

5.4 Subject to Clause 13.1, SfH will not be liable for any loss or damage caused by viruses or other technologically harmful or malicious material that may infect the Licensee’s computer equipment, computer programs, data or other proprietary material due to the Licensee’s use of the Product or to the Licensee’s downloading of any material from the Product.

5.5 The terms set out above in this Clause 5 are without prejudice to any general terms of use which apply in respect of the Product.

6 - Responsibility for data

6.1 The Product/System will report on the data that is loaded into it. The Licensee is responsible for the data that is loaded and any interpretation of reports produced. SfH cannot be held responsible if any aspect of the data is incorrect, missing, corrupt, incorrectly formatted or in any other way unusable nor can SfH be held responsible for any interpretation thereof.

6.2 SfH are acting as a data processor for any data loaded into products made available via the internet, with the licensee being data controller. Any requests submitted under the Data Protection Act or Freedom of Information Act pertaining to data entered by the licensee will be the responsibility of the licensee as data controller. SfH will provide reasonable assistance to the licensee in extracting data where it is not easily accessible directly from any product made available via the internet.

6.3 During the period of this Agreement, Skills for Health may receive from the Licensee such data and information necessary to undertake the work and provide the services commissioned. Skills for Health will treat such information as confidential and will at the end of the Agreement return such information to the Licensee. SfH may retain an extract of the data and only use such in an anonymised form. Skills for Health will not retain any patient or personal identifiable information or data. The Licensee grants Skills for Health permission to use such information in perpetuity.

7 - Product support

7.1 The Licensee is responsible for providing skilled IT professionals to operate, administer and support the Product. In the event that the Product is made available via the Internet then in the event of technical support being required the Licensee will first make all possible investigations to ensure that the issue is one that requires SfH to resolve and then log the issue in a way defined by SfH .

8 - Security

8.1 The Licensee has sole responsibility for all aspects of the security for the Product at its premises. In the event that the Product is made available to the Licensee via the Internet then SfH will ensure the Product complies with relevant security standards. Without regard of the above, SfH is not responsible for any breaches of security that occur due to inappropriate action by a Licensee such as but not limited to disclosure of security details or allowing access to the system to persons not directly employed by the Licensee .


9 - Third party infringements

9.1 The Licensee shall promptly notify SfH of any actual or suspected infringement within the Territory of the Intellectual Property that comes to its attention (“Infringement”).

9.2 SfH shall have the sole right to take action against third parties in respect of the Intellectual Property and, if required to do so by SfH, the Licensee shall co-operate with SfH in taking all steps reasonably required by SfH in connection with any Infringement.

9.3 The Licensee shall in no circumstances settle any claim or action against third parties in respect of the Intellectual Property without the prior written consent of SfH.

10 - Termination

10.1 Where this Agreement is solely for access to Learning provided by SfH, then the Agreement will terminate at the contract end date. All access to such software for the Licensee will cease, unless there is prior agreement to renew the contract. In the case of subscriptions, a payment failure or cancellation of subscription will be deemed as a contract cancellation.

10.2 Notwithstanding clause 11.1 and 11.2 this license may not be terminated unless SfH defaults by failing to perform any substantial obligation on its part in such a manner that either party cannot reasonably be expected to continue to perform its obligations under the contract. That such default is not remedied to the reasonable satisfaction of the Licensee within three months of notice in writing requesting its remedy, PROVIDED THAT the default is capable of remedy in the reasonable opinion of both parties, and SfH is diligently taking active and effective steps to do so. The period of three months may be extended for a reasonable period of time subject to the agreement of the Licensee.

10.3 Termination of this Agreement for whatever reason shall not entitle the Licensee to any compensation or payment but shall be without prejudice to any rights or liabilities which have accrued prior to the date of termination.

10.4 SfH may terminate this Agreement forthwith by giving written notice to the Licensee if:

10.5 at any time SfH shall cease to have the right described in Clause 1.1 to grant licences of the Intellectual Property or any part of it;

10.6 the Licensee disputes or challenges the validity of the Intellectual Property or any other rights of SfH in relation thereto;

10.7 there is a failure on the part of the Licensee to perform any of its other obligations under this Agreement; or

10.8 the Licensee ceases to exist or to carry on its business.

10.9 Where SfH terminates the licensee agreement early they shall be entitled to payment of the contract value in full. Skills for Health may (subject to the circumstances and reasons giving rise to such termination) accept a minimum payment commensurate with the value of the work undertaken up to the date of termination. This shall be without prejudice to any rights or liabilities which may have accrued prior to the date of termination.

10.10 The termination of this Agreement for whatever reason shall not entitle the Licensee to any compensation or payment but shall be without prejudice to any rights or liabilities which have accrued prior to the date of termination.

11 - Termination consequences

11.1 On termination of this Agreement for any reason the Licensee shall discontinue all use of the Product and delete all copies and documentation previously provided.

11.2 Termination of this Agreement for any reason shall be without prejudice to the rights and remedies of either party in respect of the breach by the other party of any of its obligations under this Agreement.

12 - Liability

Nothing in this Agreement shall operate so as to limit or exclude liability for death or personal injury caused by negligence, nor liability for fraudulent misrepresentation, nor any other liability which cannot be excluded or limited by law.

12.1 Subject to Clause 13.1, the Intellectual Property is provided to the Licensee without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, SfH hereby expressly excludes:

(a) all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity;

(b) any liability for any direct, indirect or consequential loss or damage incurred by the Licensee in connection with the Intellectual Property or in connection with the use or results of the use of the Intellectual Property, whether in contract, tort (including, without limitation, negligence or breach of statutory duty) or howsoever arising and including, without limitation, any liability for loss of use or loss of profits, business, contracts, income, revenues or anticipated savings.

(c) any liability for any direct, indirect or consequential loss or damage incurred by the ‘ permitted user’ in connection with the Intellectual Property or in connection with the use or results of the use of the Intellectual Property, whether in contract, tort (including, without limitation, negligence or breach of statutory duty) or howsoever arising and including, without limitation, any liability for loss of use or loss of profits, business, contracts, income, revenues or anticipated savings.