terms & Conditions
THIS DOCUMENT SETS OUT THE TERMS AND CONDITIONS (“TERMS”) ON WHICH MENNTOR LIMITED (COMPANY REGISTRATION NO. 07667362 AND HAVING ITS REGISTERED ADDRESS AT C/O HILLIER HOPKINS LLP, FIRST FLOOR, RADIUS HOUSE, 51 CLARENDON ROAD, WATFORD, WD17 1HP (“MENNTOR”) PROVIDE YOU (“YOU” OR “YOUR” OR “USER”) WITH THE SERVICES (“AS DEFINED BELOW”), PROVIDED THROUGH THE http://apps.menntor.com (“WEBSITE”). PLEASE READ THESE TERMS VERY CAREFULLY BEFORE USING THE WEBSITE AND THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT BY CLICKING ON “I ACCEPT”, IF YOU ARE USING THE SERVICES ON BEHALF OF YOUR EMPLOYER OR ACTING AS AN EMPLOYEE, YOU WARRANT THAT YOU ARE AUTHORISED TO ENTER INTO LEGALLY BINDING CONTRACTS ON BEHALF OF YOUR EMPLOYER. THE SAME RIGHTS, LIMITATIONS AND RESTRICTIONS APPLY TO YOUR EMPLOYER. YOU AGREE THAT THESE TERMS ARE ENFORCEABLE AS IF THEY WERE A WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOUR EMPLOYER. IF YOU AND/OR YOUR EMPLOYER DO NOT ACCEPT THESE TERMS, YOU AND/OR YOUR EMPLOYER WILL NOT BE ABLE TO USE THE WEBSITE AND THE SERVICES. YOU ARE ADVISED TO PRINT AND RETAIN A COPY OF THESE TERMS FOR YOUR FUTURE REFERENCE.
IT IS HEREBY AGREED between the parties hereto as follows:
The following words and expressions shall have the following meanings:
“Authorised User” means Your employees; “Contract” means as set out in clause 4.1;
“Confirmation Email” means as set out in clause 3.4;
“Fee” means the fees payable by You for the Permitted Number to Use the Services, as set out on the Website and more specifically confirmed in the Service Order Form and/or any Confirmation E-mail;
“Intellectual Property Rights” means all intellectual property rights including without limitation, patents, utility models, trade and service marks, trade names, domain names, right in designs, copyrights, moral rights, topography rights, rights in images, graphic rights, rights in databases, software rights (including in object and source code form), trade secrets and know-how and in all cases whether or not registered or registrable and including registrations and applications for registration of any of these and rights to apply for the same, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world;
“Login Details” means usernames and passwords provided by Menntor to You, and/or any Authorised User identified by You in the Services Order Form, to enable You and any Authorised User to access the Services;
“Menntor” means the various e-learning training processes owned by and/or licensed to Menntor and which are made available on the Website;
“Menntor Subscription” means subject to You being granted access to the Menntor Service, the provision by Menntor to You and any Authorised User to access and view Menntors;
“Permitted Number” means the number of Authorised Users authorised by Menntor to Use the Services;
“Services” means subject to the terms of this Contract, the provision by Menntor to You of a service permitting the Authorised Users to purchase Menntor Subscriptions via the Website, together with any additional services agreed between the parties from time to time;
“Service Order Form” means the online order form completed by You:
(a) during the registration process prior to acceptance of these Terms in order to access the Services; and
(b) during the sign up process to any additional Services offered by Menntor through the Website.
“Use” means use of the Services for Your own internal business purposes.
2. INFORMATION ABOUT MENNTOR LIMITED
The Website is owned and managed by Menntor Limited (Company Registration No. 07667362) and having its registered address at:
C/O Hillier Hopkins LLP, Radius House, 51 Clarendon Road, Watford, WD17 1HP.
Menntor Limited can be contacted by writing to 12 Melcombe Place, London NW1 6JJ or by email at firstname.lastname@example.org
3.1 By using the Services you warrant that:
3.1.1 You are legally capable of entering into binding contracts; and
3.1.2 In the case of individuals, you are 18 years old or above.
3.2 In order to access the Services, You shall be required to register with Menntor using the Services Order Form made available to You on the Website. By completing the Services Order Form, You consent to Menntor conducting verification and security procedures in respect of the information provided in such Services Order Form.
3.3 You may request additional Services offered by Menntor as displayed on the Website from time to time by completing an additional or replacement Service Order Form, which shall be subject to these Terms.
3.4 You hereby warrant that the information provided by You to Menntor is true, accurate and correct. You further warrant that You shall promptly notify Menntor in the event of any changes to such information provided.
3.5 Upon the completion and submission of a Service Order Form by You on the Website, You shall be sent an email (“Confirmation Email”) confirming Your registration with Menntor and/or the provision of any Services, and provide You with Your, and any Authorised Users, Login Details.
3.6 You shall keep, and procure that Authorised Users keep, Login Details confidential and secure. Without prejudice to the other rights and remedies of Menntor, Menntor reserves the right to promptly disable Login Details and suspend access to the Services and/or the Website in the event Menntor has any reason to believe that You or any Authorised Users have breached any of the provisions set out herein.
3.7 For the avoidance of doubt, You shall have no access to the Services and certain aspects of the Website if You choose not to register
4. FORMATION OF YOUR CONTRACT WITH MENNTOR
4.1 Your contract (“Contract”) with Menntor shall commence on the date of the Confirmation Email.
4.2 Notwithstanding the foregoing, We reserve the right at Our sole and absolute discretion and for whatever reason to:
A.4.1 accept or reject Your application for registration; and/or
A.4.2 refuse You and any Authorised Users access to the Services (in part or in whole).
5.1 In consideration for Your payment of the Fees and Your and any Authorised User’s strict compliance with these Terms, We hereby grant You and any Authorised User a non-exclusive, non-assignable and terminable right to access and use the Services for Your own internal business purposes.
5.2 Menntor will use its reasonable endeavours to make the Services that it agrees to provide available to You at all times. You acknowledge and agree that Menntor relies on third party suppliers to provide the Services to You. Menntor’s ability to provide the Services may be impaired by conditions or circumstances beyond its control including without limitation third party service providers, software and hardware features or functionality of your operating system and the number of users logging onto the Website at the same time. Consequently, Menntor does not warrant, represent or guarantee an uninterrupted or fault-free service.
5.3 Menntor may from time to time add, modify, suspend or cease (temporarily or permanently) the provision of any element of the Services (including any Menntors) upon notice to you through your email address.
5.4 You are responsible for providing all equipment and software necessary for You and any Authorised Users to access the Services. You must ensure Your equipment and software is compatible with the Website by checking any minimum viewing requirements appearing on the Website from time to time. Menntor will not be responsible to You if Your equipment or software is not compatible with the minimum viewing requirements.
5.5 Menntors contains security technology to protect them from being used outside of these Terms. You agree not to attempt to, or assist any other person to, circumvent or remove any security technology. You agree that the information which is used to protect the content may be used and/or disclosed to third parties if such disclosure appears necessary for the purpose of tracing copyright infringements.
5.6 Menntor may from time to time update or revise these Terms and shall notify You of such updates and revisions on the Website. You hereby agree that Your continued use of the Services is deemed Your acceptance to be bound by such revised provisions.
5.7 Menntor also reserves the right from time to time to monitor Your use of the Services.
6.1 In consideration for the provision of the Services, You shall pay the Fees.
6.2 You shall pay Menntor all Fees due in accordance with the payment terms set out in the Services Order Form and/or the Website or otherwise within 30 days of receipt of the relevant invoice.
6.3 Any Fees payable in advance shall automatically renew at the end of the term specified in the relevant Service Order Form. In order to automatically renew any Services, Menntor shall automatically process payment for the relevant Fees by using the details of Your debit or credit card, or such other method of payment used in accordance with the Website, You used to pay for the initial Fees. If Your debit or credit card details have changed, Menntor may not be able to automatically renew the Services, which may result in Your, or any Authorised User’s access, being suspended or disabled. If You wish to terminate any part of the Services, You shall be required to comply with clause 8. All Fees shall be non-refundable for any reason whatsoever.
6.4 Subject to payment of additional Fees, You may amend the Permitted Number by providing not less than 7 days prior written notice (such notice to include notice by e-mail) to Menntor.
6.5 The Fees may be increased by Menntor from time to time upon not less than 90 days prior notice to You, save that no increase may be made during any period in respect of which You have made an advance payment.
7. YOUR OBLIGATIONS
7.1 You shall, and procure that any Authorised User shall, at all times:
7.1.1 comply with all applicable laws, regulations, directives and legislations in Your use of the Services and the Website;
7.1.2 comply with any guidelines provided or reasonable instructions issued by Menntor from time to time in respect of Your use of the Services and the Website;
7.1.3 not do anything likely to impair, interfere with or damage or cause harm or distress to any persons using the Services;
7.1.4 not use the Services and/or any knowledge, information, know-how and/or expertise derived from it to commit any criminal act;
7.1.5 provide Menntor with true, accurate and up-to-date information and to contact Menntor immediately in the event any such information provided to Menntor changes or becomes inaccurate;
7.1.6 not use the Services and/or not do anything that shall or be reasonably deemed to infringe any Intellectual Property Rights or other rights of any third parties;
7.1.7 use the Services, the Website and information procured from Your use thereof at Your own risk and be solely responsible for any illegal conduct, infringement of any third party Intellectual Property Rights and/or any breaches thereof or in any applicable laws and legislations; and
7.1.9 notify Menntor immediately of any circumstances where any Intellectual Property Rights or any other rights of any third party may have been infringed.
7.2 You shall not, and shall procure that any Authorised Users shall not, except as expressly permitted in these Terms (i) modify, translate, create or attempt to create derivative copies of or copy any Menntors, the Services and/or the Website in whole or in part; (ii) reverse engineer, decompile, disassemble or otherwise reduce the object code of any Menntors, Services, and/or the Website to source code form; (iii) distribute, sub-licence, assign, share, timeshare, sell, rent, lease, transmit, grant a security interest in or otherwise transfer any Menntors, the Services, and/or the Website or Your right to use any Menntor, the Services, and/or the Website.
8. TERM AND TERMINATION
8.1 Your Contract commences in accordance with clause 4.1 and, unless terminated in accordance with this clause 8, shall continue for such term specified in the Service Order Form completed during the registration process. Subject to the terms of this clause 8, You may terminate this Contract or any Services at any time and for any reason, effective upon receipt by Menntor of Your written or e-mail notice of termination, sent to the postal or e-mail address detailed at clause 2 above.
8.2 Either party may terminate the Services (or part thereof) or this Contract with immediate effect by written notice to the other party on or at any time after the occurrence of a material breach by the other party of any of its obligations in this Contract which (if the breach is capable of remedy) the other party has failed to remedy within 30 days after receipt of notice in writing requiring to do so. For the avoidance of doubt, failure to pay the Fees shall be a material breach.
8.3 Notwithstanding the foregoing, Menntor reserves the right to suspend and/or terminate upon notice Your Contract or any Services, in whole or in part, if:
8.3.1 there is reason to believe that You or any Authorised User has failed to comply with one or more of the provisions set out in these Terms; and
8.3.2 there is reason to believe that You or any Authorised User have provided Menntor with false, inaccurate or misleading information.
8.3.3 there has been fraudulent use, misuse or abuse of the Services and/or the Website.
8.4 On termination of this Contract or any Services:
8.4.1 Your right to use any Intellectual Property Rights owned by and/or licensed to Menntor in accordance with the provisions herein shall terminate forthwith; and
8.4.2 Menntor shall be entitled to be paid all Fees due and any additional Fees specified in a Services Order Form.
8.5 For the avoidance of doubt, on termination of the Contract or any Services for any reason, You shall not be entitled to any refund of Fees already paid to Menntor.
8.6 Clauses 1, 10, 12, 13, 15 and this clause 8.6 shall survive the termination of these Terms however arising.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 Menntor has sole and exclusive ownership of (or licence to use) all right, title, and interest in and to the Menntors, the Services and the Website including all copyright and any other Intellectual Property Rights therein. Unless expressly set out to the contrary, nothing in these Terms shall serve to transfer from Menntor to You, any Intellectual Property Rights owned by and/or licensed to Menntor and all right, title and interest in and to Menntors, the Services and the Website will remain exclusively with Menntor and/or Menntor’s licensors. All rights in and to Menntors, the Services and the Website not expressly granted to You are reserved by Menntor and the relevant third party licensors.
9.2 You and any Authorised User are expressly prohibited from:
9.2.1 removing, modifying, altering or using any trade marks, designs or logos (whether registered or unregistered) owned by Menntor; and
9.2.2 doing anything which may be seen to take unfair advantage of the reputation and goodwill of Menntor and/or the Website or which may be considered an infringement of any of the Intellectual Property Rights owned by and/or licensed to Menntor without first obtaining its written consent.
9.3 You hereby indemnify Menntor against all losses, liabilities, costs and expenses (including but not limited to legal costs) arising from or incurred by reason of any breach by you of any of the provision under this clause 9.
10. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITIES
10.1 All warranties, representations, guarantees, conditions and terms other than those expressly set out in these Terms whether express or implied by statute, common law, trade usage or otherwise and whether written or oral including without limitation, the accuracy, adequacy, reliability, availability, timeliness, completeness, suitability and/or fitness for a specific purpose of any Menntor, the Services and/or any information set out in the Website and/or procured through the use of the Services are hereby expressly excluded to the fullest extent permissible by law.
10.2 You acknowledge that We rely on third parties to supply Menntor with Menntors which are made available to You through the Services. We therefore cannot guarantee the accuracy, reliability and fitness for a specific purpose in respect of, and do not promise any specific results from Your use of, access to and reliance on the Services and/or information procured through Your use of the Website.
10.3 Subject to clause 10.1, You hereby acknowledge and agree that the Menntors made available to You on the Website are intended as information only and do not in any manner or form constitute advice of any nature and is not intended to address any of Your specific needs or requirements. We strongly advise You not to rely on them to assist in making or refraining from making a decision, or to assist in deciding on a course or specific courses of action.
10.4 If You so intend to rely on the Menntors and other information made available to You on the Website, then You do so at Your own risks and liabilities.
10.5 You and any Authorised Users understand and agree that where Menntor include hypertext links to third party Websites, views, opinion, advice and recommendations whether by Menntor or third parties, these hypertext links to third party Websites, views, opinions, advice and recommendations are not endorsed by Menntor, and to the maximum extent permitted by law, Menntor shall not be liable on account of the accuracy, defamatory nature, completeness, timeliness or otherwise of such third party Websites, views, opinions, advice and recommendations.
10.6 To the maximum extent permitted by law, Menntor shall not be liable for any loss or damage caused (wholly or partly) by, or failures, delays, interruptions or otherwise of, the provision of the Services and/or any information procured by You through Your use of the Services and/or the Website and shall in no event be liable for any indirect, consequential or special losses, any loss of reputation and goodwill, loss of business or business prospects, loss of profits, loss of expectations, loss of management time, loss of income, loss of anticipated savings arising out of or in connection with the Use, inability to Use, availability or the unavailability of the Services, the Website and any other information or any decisions made or actions taken in reliance or partial reliance on such information provided under these Terms.
10.7 Menntor expressly exclude all liabilities to You in the event Menntor are unable to provide You with use of and/or access to the Services for reasons that are beyond Our reasonable control.
10.8 Notwithstanding the foregoing, nothing in these Terms removes or limits Menntor’s liability for death or personal injury resulting from its own negligence or fraud.
10.9 Subject to clause 10.8, Menntor’s maximum aggregate liability under, arising from or in connection with these Terms, whether arising in contract, tort (including negligence) or otherwise, shall not exceed the sum equivalent to the Fees paid by You in respect of the Services for the twelve (12) month preceding the event giving rise to liability.
11. DATA PROTECTION
11.1 The following applies to any information You or any Authorised User provide to Menntor: (a) You permit Menntor and verify that You permit Menntor to use, store or otherwise process any Personal Data to the extent reasonably necessary to provide the Services which are available through the Website by Menntor. Menntor may collect information about Your or any Authorised User’s use of Menntors. If You or any Authorised User send Menntor personal correspondence such as e-mails, letters, post reviews or other messages, then Menntor may collect this information into a file specific to You. All such information collected by Menntor shall be referred to in these terms and conditions as "Personal Data"; (b) You hereby warrant that any information provided by You (including Personal Data), in relation to the provision of the Services to You, is and remains complete, accurate and correct; and (c) You must ensure and, where relevant, procure that Your Authorised User ensure that all information relating to Your registration, including the Personal Data provided to Menntor, is accurate and complete and that all registration details (where applicable) contain the correct name(s), address(es) and other requested details.
12.1 These Terms are personal to You and You may not transfer the Terms to any third party at any time. We may transfer the Terms to any third party at any time.
12.2 If We fail at any time during the term of these Terms, to insist upon strict performance of any of Your obligations under these Terms, or if We fail to exercise any of the rights or remedies to which We are entitled to do so under these Terms, this shall not constitute a waiver of such rights or remedies and shall not relieve You from compliance with such obligations.
12.3 A waiver by Menntor of any default shall not constitute a waiver of any subsequent default.
12.4 No waiver by Menntor of any of the Terms shall be effective unless it is expressly stated to be a waiver and is communicated to You in writing.
12.5 If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law. 12.6 These Terms and any document expressly referred to in them represent the entire agreement between You and Menntor in relation to Menntor’s provision to You of the Use of and access to the Services and the Website and shall supersede any prior agreement, understanding or arrangement between You and Menntor, whether oral or in writing.
12.7 We and You each acknowledge that, in entering into these Terms, neither of parties has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between You and Menntor except as expressly stated in the Terms.
12.8 These Terms are governed by and shall be construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English Courts.
13 YOUR CONCERNS
13.1 If you have any questions or queries about these Terms please contact Menntor by email to email@example.com or post to 12 Melcombe Place London NW1 6JJ.
13.2 If you wish to make a complaint about the Website or to report abuse of the Website please contact Menntor by email to firstname.lastname@example.org or post to 12 Melcombe Place London NW1 6JJ.