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Terms and Conditions for Supply of Services

The Customer’s attention is particularly drawn to Clause 13.

  1. Introduction

1.1    These terms and conditions shall govern your use of our website.

1.2    By using our website, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use our website.

1.3    If you register with our website, submit any material to our website or use any of our website services, we will ask you to expressly agree to these terms and conditions.

1.4    You must be at least 18 years of age to use our website; by using our website or agreeing to these terms and conditions, you warrant and represent to us that you are at least 18 years of age.

  1. Copyright notice

2.1    Copyright (c) 2024 isowise Limited.

2.2    Subject to the express provisions of these terms and conditions:

        (a)    we, together with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website; and

        (b)    all the copyright and other intellectual property rights in our website and the material on our website are reserved.

  1. Permission to use website

3.1    You may:

        (a)    view pages from our website in a web browser;

        (b)    download pages from our website for caching in a web browser;

        (c)    use our website services by means of a web browser,

        subject to the other provisions of these terms and conditions, and providing that you will have no right to access or use materials that are only available under a subscription unless you have purchased a relevant subscription and that subscription is current.

3.2    Except as expressly permitted by Section 3.1 or the other provisions of these terms and conditions, you must not download any material from our website or save any such material to your computer.

3.3    You may only use our website for business purposes; you must not use our website for any other purposes.

3.4    Except as expressly permitted by these terms and conditions, you must not edit or otherwise modify any material on our website.

3.5    Unless you own or control the relevant rights in the material, you must not:

        (a)    republish material from our website (including republication on another website);

        (b)    sell, rent or sub-license material from our website;

        (c)    show any material from our website in public;

        (d)    exploit material from our website for a commercial purpose; or

        (e)    redistribute material from our website.

3.6    Notwithstanding Section 3.5, you may redistribute our blog posts in electronic form to any person.

3.7    We reserve the right to suspend or restrict access to our website, to areas of our website and/or to functionality upon our website. We may, for example, suspend access to the website during server maintenance or when we update the website. You must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on the website.

  1. Misuse of website

4.1    You must not:

        (a)    use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability, accessibility, integrity or security of the website;

        (b)    use our website in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

        (c)    hack or otherwise tamper with our website;

        (d)    probe, scan or test the vulnerability of our website without our permission;

        (e)    circumvent any authentication or security systems or processes on or relating to our website;

        (f)    use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;

        (g)    impose an unreasonably large load on our website resources (including bandwidth, storage capacity and processing capacity);

        (h)    decrypt or decipher any communications sent by or to our website without our permission;

        (i)     conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent;

        (j)     access or otherwise interact with our website using any robot, spider or other automated means, except for the purpose of search engine indexing;

        (k)    use our website except by means of our public interfaces;

        (l)     use data collected from our website for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing); or

        (m)   do anything that interferes with the normal use of our website.

4.2    You must not use data collected from our website to contact individuals, companies or other persons or entities.

4.3    You must ensure that all the information you supply to us through our website, or in relation to our website, is true, accurate, current, complete and non-misleading.

  1. Use on behalf of organisation

5.1    If you use our website, or expressly agree to these terms and conditions in the course of a business or other organisational project, then by so doing you bind both:

        (a)    yourself; and

        (b)    the person, company or other legal entity that operates that business or organisational project,

        to these terms and conditions, and in these circumstances references to “you” in these terms and conditions are to both the individual user and the relevant person, company or legal entity, unless the context requires otherwise.

5.2    You permit the use of the business name and logo in a roster of clients, which may appear on the website and in its marketing materials. You shall have the right to revoke permission of such use of the name and logo at any time.

  1. Registration and accounts

6.1    To be eligible for an account on our website under this Section 6, you must be resident or situated in the United Kingdom or European Union.

6.2    You may register for an account with our website by completing and submitting the account registration form on our website.

6.3    You must not allow any other person to use your account to access the website.

6.4    You must notify us in writing immediately if you become aware of any unauthorised use of your account.

6.5    You must not use any other person’s account to access the website.

  1. User login details

7.1    If you register for an account with our website, we will provide you with a user ID and a link to set a password.

7.2    Your user ID must not be liable to mislead; you must not use your account or user ID for or in connection with the impersonation of any person.

7.3    You must keep your password confidential.

7.4    You must notify us in writing immediately if you become aware of any disclosure of your password.

7.5    You are responsible for any activity on our website arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure.

  1. Cancellation and suspension of account

8.1    We may:

        (a)    edit your account details;

        (b)    temporarily suspend your account; and/or

        (c)    cancel your account,

        at any time in our sole discretion, providing that if we cancel any services you have paid for and you have not breached these terms and conditions, you will be entitled to a refund of any amounts paid to us in respect of those services that were to be provided by us to you after the date of such cancellation; we will give you reasonable written notice of any cancellation under this Section 8.1.

8.2    You may cancel your account on our website. You will not be entitled to any refund if you cancel your account in accordance with this Section 8.2.

  1. Training course subscriptions

9.1    In this agreement, a ‘seat’ is defined as a license for one user to access the software within a single Customer team. Users involved in multiple teams occupy a ‘seat’ for each team membership. This definition is crucial for understanding subscription fees, as charges are based on the total number of ‘seats’ across all teams.

9.2    To become a subscriber to a training package on our website, you must pay the applicable subscription fees during the online payment procedure. We will send you an acknowledgement of your order. The contract between us for the supply of the website services shall come into force upon the issue of the order acknowledgement.

9.3    Seats may be assigned by the Customer across users and teams on our website by a nominated Customer user with elevated privileges

9.4    All subscriptions are for a term of twelve (12) months from the date of subscription activation. Customers have the option to pay for their subscription either on an annual basis, with a single payment covering the entire twelve-month period, or on a monthly basis, with twelve (12) consecutive monthly payments. Regardless of the chosen payment method, the commitment to the subscription term remains binding for the full twelve (12) months. Early termination of the subscription by the Customer will not alter the obligation to fulfill the payment for the full subscription term.

9.5    Customers may place orders directly with isowise or through an authorised reseller. Regardless of the method of order placement, all Customers are bound by the terms and conditions of this agreement. The terms herein apply equally and are fully enforceable whether the subscription is procured directly from isowise or via an authorised reseller

9.6    For so long as your account and subscription remain active in accordance with these terms and conditions and subject to the other provisions of these terms and conditions, you will have access to the course materials and website features specified on our website in relation to the training package for which you have subscribed.

9.7    We may from time to time vary the benefits associated with a subscription, by giving you written notice of the variation, providing that, if in our reasonable opinion such a variation results in a substantial loss of value or functionality, you shall have the right to cancel your subscription, and we will refund to you any amounts paid to us in respect of any period of subscription after the date of such cancellation.

9.8    At the end of any period of subscription for which you have paid, and subject to the other provisions of these terms and conditions, your subscription will be automatically renewed and you must pay to us the applicable subscription fees, unless you cancel the subscription using the cancellation facility on our website before the date of renewal.

  1. Fees

10.1  The fees in respect of our website services will be as set out on the website from time to time.

10.2  All amounts stated in these terms and conditions or on our website are stated exclusive of VAT, expenses and currency exchange costs.

10.3  You must pay to us the fees in respect of our website services in advance, in cleared funds, in accordance with any instructions on our website.

10.4  We may vary fees from time to time by posting new fees on our website, but this will not affect fees for services that have been previously paid.

10.5  If you dispute any payment made to us, you must contact us immediately and provide full details of your claim.

10.6  If you make an unjustified credit card, debit card or other charge-back then you will be liable to pay us, within 7 days following the date of our written request:

        (a)    an amount equal to the amount of the charge-back;

        (b)    all third party expenses incurred by us in relation to the charge-back (including charges made by our or your bank or payment processor or card issuer);

        (c)    an administration fee of GBP 25.00 including VAT; and

        (d)    all our reasonable costs, losses and expenses incurred in recovering the amounts referred to in this Section 10.6 (including without limitation legal fees and debt collection fees),

and for the avoidance of doubt, if you fail to recognise or fail to remember the source of an entry on your card statement or other financial statement, and make a charge-back as a result, this will constitute an unjustified charge-back for the purposes of this Section 10.6.

10.7  If you owe us any amount under or relating to these terms and conditions, we may suspend or withdraw the provision of services to you.

10.8  We may at any time set off any amount that you owe to us against any amount that we owe to you, by sending you written notice of the set-off.

10.9  The fees will be subject to increases in accordance with the UK Consumer Price Index (CPI) on each anniversary of the commencement of the subscription.

  1. Report abuse

11.1  If you learn of any unlawful material or activity on our website, or any material or activity that breaches these terms and conditions, please let us know.

11.2  You can let us know about any such material or activity by email at enquiry@isowise.co.uk.

  1. Limited warranties

12.1  We do not warrant or represent:

        (a)    the completeness or accuracy of the information published on our website;

        (b)    that the material on the website is up to date;

        (c)    that the website will operate without fault; or

        (d)    that the website or any service on the website will remain available.

12.2  We reserve the right to discontinue or alter any or all of our website services, and to stop publishing our website, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website services, or if we stop publishing the website.

12.3  To the maximum extent permitted by applicable law and subject to Section 13.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our website and the use of our website.

  1. Limitations and exclusions of liability

13.1  Nothing in these terms and conditions will:

        (a)    limit or exclude any liability for death or personal injury resulting from negligence;

        (b)    limit or exclude any liability for fraud or fraudulent misrepresentation;

        (c)    limit any liabilities in any way that is not permitted under applicable law; or

        (d)    exclude any liabilities that may not be excluded under applicable law,

13.2  The limitations and exclusions of liability set out in this Section 13 and elsewhere in these terms and conditions:

        (a)    are subject to Section 13.1; and

        (b)    govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.

13.3  To the extent that our website and the information and services on our website are provided free of charge, we will not be liable for any loss or damage of any nature.

13.4  We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

13.5  We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

13.6  We will not be liable to you in respect of any loss or corruption of any data, database or software.

13.7  We will not be liable to you in respect of any special, indirect or consequential loss or damage.

13.8  You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

13.9  Our aggregate liability to you in respect of any contract to provide services to you under these terms and conditions shall not exceed the total amount of fees paid by the Customer to isowise within 3 months prior to the date the claim arose

  1. Indemnity

14.1  You hereby indemnify us, and undertake to keep us indemnified, against any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your use of our website or any breach by you of any provision of these terms and conditions.

  1. Breaches of these terms and conditions

15.1  Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:

        (a)    send you one or more formal warnings;

        (b)    temporarily suspend your access to our website;

        (c)    permanently prohibit you from accessing our website;

        (d)    block computers using your IP address from accessing our website;

        (e)    contact any or all of your internet service providers and request that they block your access to our website;

        (f)    commence legal action against you, whether for breach of contract or otherwise; and/or

        (g)    suspend or delete your account on our website.

15.2  Where we suspend or prohibit or block your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).

  1. Third party websites

16.1  Our website includes hyperlinks to other websites owned and operated by third parties; such hyperlinks are not recommendations.

16.2  We have no control over third party websites and their contents, and subject to Section 13.1 we accept no responsibility for them or for any loss or damage that may arise from your use of them.

  1. Trade marks

17.1  isowise, our logos and our other registered and unregistered trade marks are trade marks belonging to us; we give no permission for the use of these trade marks, and such use may constitute an infringement of our rights.

17.2  The third party registered and unregistered trade marks or service marks on our website are the property of their respective owners and, unless stated otherwise in these terms and conditions, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights.

  1. Variation

18.1  We may revise these terms and conditions from time to time.

18.2  The revised terms and conditions shall apply to the use of our website from the date of publication of the revised terms and conditions on the website, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions.

  1. Assignment

19.1  You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.

19.2  You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.

  1. Severability

20.1  If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

20.2  If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

  1. Third party rights

21.1  A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.

21.2  The exercise of the parties’ rights under a contract under these terms and conditions is not subject to the consent of any third party.

  1. Entire agreement

22.1  Subject to Section 13.1, these terms and conditions, together with our privacy and cookies policies, shall constitute the entire agreement between you and us in relation to your use of our website and shall supersede all previous agreements between you and us in relation to your use of our website.

  1. Law and jurisdiction

23.1  These terms and conditions shall be governed by and construed in accordance with English law.

23.2  Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England.

  1. Statutory and regulatory disclosures

24.1  We will not file a copy of these terms and conditions specifically in relation to each user or customer and, if we update these terms and conditions, the version to which you originally agreed will no longer be available on our website. We recommend that you consider saving a copy of these terms and conditions for future reference.

24.2  These terms and conditions are available in the English language only.

24.3  Our VAT number is GB 456051503.

  1. Data Protection

25.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 14 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this Clause Applicable Laws means (for so long as and to the extent that they apply to the Contractor) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

25.2  For the purposes of the Data Protection Legislation, isowise is a processor acting on behalf of the authorised reseller who will be either a controller of the relevant Personal Data or, itself, a processor on behalf of its Customer (where Data Controller, Data Processor and Personal Data have the meanings as defined in the Data Protection Legislation).

25.3  Without prejudice to the generality of Sub- clause 25.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to isowise for the duration and purposes of the Contract.

25.4  Without prejudice to the generality of Sub-clause 25.1, isowise shall, in relation to any Personal Data processed in connection with the performance by isowise of its obligations under the agreement:

        (a) process that Personal Data only on the written instructions of the Business unless isowise is required by Applicable Laws to otherwise process that Personal Data. Where isowise is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, isowise shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit isowise from so notifying the Customer;

        (b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

        (c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

        (d) not transfer any Personal Data outside of the UK or European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

             i. The Customer or isowise has provided appropriate safeguards in relation to the transfer;

             ii. The Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;

             iii. isowise complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

             iv. isowise complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

        (e) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

        (f) notify the Customer without undue delay on becoming aware of a Personal Data breach;

        (g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and

        (h) maintain complete and accurate records and information to demonstrate its compliance with this Clause 25.

25.5  The Customer consents to isowise appointing suitable third-party processors of Personal Data under the Contract. isowise confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this Clause 25. As between the Customer and isowise, isowise shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this Clause 25.

  1. Our details

26.1  This website is owned and operated by isowise Limited.

26.2  We are registered in England and Wales under registration number 15326250, and our registered office is at 128 City Road, London, EC1V 2NX.

26.3  You can contact us:

        (a)    using our website contact form; or

        (b)    by email, using enquiry@isowise.co.uk.