This document sets out the terms and conditions (the “Terms”) on which The Copyright Licensing Agency Limited (“we”) provide you access to our elearning courses which shall comprise of an interactive branching narrative user journey using a case study to illustrate key concepts and whereby a User is provided with multiple choice options in connection with different scenarios (the “Course(s)”) on our website at cla.co.uk (the “Website”) .

These Terms apply to all users (“Users”) of the Courses on the Website (together the “Services”) in exchange for the fee due (the “Fee”). If you are entering into these Terms 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.

Please read these Terms carefully before accessing the Courses on the Website. By accessing the Courses on the Website, you agree, without limitation or qualification, to be legally bound by these Terms. We expressly reject any terms and conditions that you provide to us, including within any order form or purchase order.

1. Information about The Copyright Licensing Agency

1.1. The Copyright Licensing Agency Ltd is a company registered in England and Wales with company registration number 01690026 and having its registered address at c/o Berg Kaprow Lewis LLP, 35 Ballards Lane, London, N3 1XW, owns the Website and is referred to as we, us or The Copyright Licensing Agency in these Terms.‍

2. Preliminary Information

2.1. By accessing the Services, you warrant that (a) you are legally capable of entering into binding contracts; and (b) you shall comply with all applicable laws in relating to such access.

2.2. You further warrant that any information you provide to us is true, accurate and correct and that you shall promptly notify us in the event of any changes to such information.

2.3 You agree that you are solely responsible and liable for all activities relating to your use of the Services.

3. Payments

3.1 You are eligible to participate in the Courses whether or not you are a registered business licence customer with us although you acknowledge that different Fee bands may apply. Please ensure that you understand and agree to the Fee before you accept these terms.

3.2 The Fee for the Courses is due on receipt of the invoice.

3.3 You are not eligible for a refund if you do not complete the Courses.

3.4 If you are an employer and wish to register your employees to participate in the Courses, as soon as you have paid the Fee, you shall designate one contact as the responsible party for communication (your “System Administrator“). Your System Administrator shall have the authority to bind you, and you shall notify us of any change in the identity of your System Administrator. Individual Users will still be required to register and activate individual accounts.

4. The Courses

4.1 Unless we have agreed to customise a Course for you, the Courses will be relevant to the publishing industry and as further detailed on the Website.

4.2 Once a Course has started, you cannot transfer access to that Course to any other User.

4.3 We may agree to customise the Courses for you and such customisation may include (a) inserting your, or any designated company’s logo into the Courses; (b) inserting a reasonable amount of information provided by you or any designated company into the Courses, subject to you amending the Courses storyboard in a track change format, in one document before sending it to us; and (c) attaching PDF documents to the Courses. If we agree to do so, the fee for such customisation will be notified to you before you confirm the customisation.

4.4 Any content you provide to us for customisation must not contain (a)  any viruses or other malicious or harmful code;  (b) any content that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, racially or ethnically offensive, facilitates or constitutes illegal activity, depicts sexually explicit images, promotes unlawful violence, is discriminatory based on race, gender, colour, religious belief, sexual orientation or disability, causes or encourages damage or injury to any person or property; (c) any content that is provided and/or used in breach of any third rights, including intellectual property rights and rights of confidentiality.‍

5. Use Of the Services

5.1 A User shall be responsible for ensuring the security and confidentiality of all log-in identifiers, including usernames and passwords, assigned to or created by you in order to access or use the Service (“ID“) You acknowledge and agree that you will be solely responsible for all activities that occur under such ID. You shall promptly notify us upon becoming aware of any unauthorised access to or use of any part of the Service, and provide all reasonable assistance to us to bring an end to such unauthorised access or use.

5.2 You will not permit Users to share ID except where reassigned in their entirety to another individual User, in which case the prior User shall no longer have any right to access or use the Services.

5.3 We grant to you a non-exclusive, non-transferable, non-sublicensable right to permit the Users to use the Services for your internal business operations.

5.4 You acknowledge and agree that you shall, and shall procure that your Users shall (a) not use the information presented on the Services otherwise than in accordance with these Terms; (b) use the Services entirely at your own risk; (c) not sub-license, rent, lease, transfer or assign any rights in the Services, including without limitation copyright, trade mark and other intellectual property rights, to any other person, or attempt to do any of the foregoing; (d) not alter or remove any copyright notices or other notices indicating the proprietary ownership by us or any third party of rights in the Services; (e) comply with all instructions and policies provided to you from time to time in respect of the Services; (f) co-operate with any reasonable security or other checks or requests for information we may make from time to time; (g) not store or copy all or any of the Courses for any reason; (h) not create derivative works based on the Courses; and (i) not use the Services for any unlawful purpose.

5.5 We reserve the right to audit your use of the Services at any time, such audit to be conducted at our expense and with reasonable prior notice. If any such audit reveals (a) that any ID has been provided to an individual who is not authorised; and/or (b) that you have underpaid the Fee for the Services, then we may, without prejudice to any other rights or remedies, disable IDs without any obligation to issue any new ID and/or require payment by you of an amount equal to any underpayment and, in our sole discretion, charge you an amount equal to the benefit received by the individual concerned.

5.6 We use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for emergency or planned maintenance. Our planned maintenance hours are generally on weekends, or between 6pm and 9am Monday to Friday (UK).‍

5.7 You agree to indemnify us from and against all losses, expenses, damages and costs (including reasonable legal costs) resulting from any breach of these terms and conditions, or any activity related to your account (including negligent or wrongful conduct) by you or any person accessing the Services using your account.

6. The Fee

6.1 If you fail to pay any sum when due, we may charge interest in respect of any late payment at the rate of five percent (5%) per annum above the base rate of the Bank of England.

6.2 The Fee is exclusive of any applicable taxes which shall be payable by you.

6.3 We reserve the right to deny access to any of the Services if we have not received full payment of the Fee due, including without limitation any applicable taxes.

7. Warranties

7.1 We warrant that we shall provide the Services with reasonable skill and care.

7.2 We warrant that to the best of our knowledge and belief, the Courses comply with the description provided. Although every reasonable effort has been made to ensure the accuracy of the information contained in the Courses, it may include inaccuracies or typographical errors. We shall be entitled to change and/or update the Course to remedy such inaccuracies or typographical errors and shall, as soon as reasonably practicable, notify any User that has accessed the Course accordingly.

7.3 If you access the Services from a jurisdiction outside the UK, we make no express or implied warranty that the Services are permitted under any applicable laws or regulations that apply to such jurisdiction. You are therefore advised to satisfy yourself that you are lawfully able to subscribe to and use the Services in the jurisdiction in which such use is taking place, and we accept no liability for your failure to do so.

7.4 You understand that we may use third party vendors and partners to provide the necessary hardware, software, storage and related technology required to run the Services and accordingly we do not warrant that the Services are free from infection, viruses or other code that has contaminating or other destructive properties. Accordingly, you are responsible for implementing sufficient procedures and virus blocking protocols to protect your computer system from damage.

7.5 We are an information provider and do not provide legal, financial or other professional advice. The information, materials and opinions (if any) contained in the Services are for general information purposes only, are not intended to be relied on as a definitive or complete statement of the law nor are the Services intended to constitute legal or expert advice or recommendations on which you should rely. To the extent permitted by law, we therefore disclaim all liability and responsibility arising from any reliance placed on such information by anyone accessing the Services and/or anyone who may be informed of any of the contents of the Services.

7.6 The Services may contain links and references to other third party websites and materials. We do not assume any responsibility for these websites or materials and provide these links or materials solely for the convenience of Users. We do not endorse or otherwise recommend any of these third party websites, references, or the products, services or information therein. We may disable any hyperlink to the Website. We have the right but not the obligation to monitor third party websites and hyperlinks to the Website.

7.7 We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.8 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 any implied warranties of satisfactory quality, fitness for purpose or ability to achieve a particular result are hereby expressly excluded to the fullest extent permissible by law.

8. Termination

8.1 We may suspend or terminate your access to and use of the Services at any time if we reasonably believe that: (a) there has been fraudulent use, misuse or abuse of features and functionalities of the Services (in whole or in part); (b) you have provided any false, inaccurate or misleading information; or (c) there has been any other material breach of these Terms by you or your Users. We may also suspend or terminate your access to and use of the Services if you fail to pay the Fee.

8.2 Except as set out in clause 8.3 and 11 you have no right to terminate the Services.

8.3 If we notify you of any changes to the Services, and you can demonstrate that such changes would be materially detrimental to you, you shall be entitled to cancel the Services by giving notice before such changes become effective. Unless the changes are required as a result of any change in applicable laws or regulations, we will, on request, refund the Fee paid in advance if you are then unable to participate in the Courses and/or utilise the Services, provided that this shall be the sole and exclusive remedy available to you in such event.

9. Limitation of Liability

9.1 Nothing in these Terms excludes or limits our liability for (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be excluded.

9.2 Subject to the provisions of this clause 9, we shall not be liable for losses that result from our failure to comply with these Terms that fall within the following categories: (a) direct, indirect, special or consequential losses; (b) expectations of a specific nature or anticipated outcome; (c) loss of profits, income or revenue; (d) loss of anticipated savings; (e) loss of business; (f) loss of opportunity; (g) loss of goodwill and/or reputation; (h) loss of data; (i) loss of contract; (j) loss of use; or (k) loss of management time, and whether caused by tort (including negligence), breach of contract or otherwise even if foreseeable arising out of or in conjunction with your use and/or reliance of the Services.

9.3 Our total liability to you in connection with your use of the Services shall be strictly limited to the Fee paid by you for the Services during the 12 (twelve) month period before the date of the claim.

10. Intellectual Property

10.1 No rights in the Services shall transfer to you under these Terms.

10.2 We shall at our sole expense and at our discretion defend any claim, demand, action or proceeding against you asserting that the Services infringes any copyrights of any third party (a “Claim”) and shall pay any final judgments awarded or settlements entered into with such third party, provided that you (a) provide prompt written notice to us of any Claim; (b) grant us the full authority to defend the Claim; and (c) use all reasonable endeavours to mitigate the loss.

10.3 We shall not have any obligation under clause 10.2 to the extent that the Claim arises as a result of or is based upon (a) additions or modifications to the Services made by you or by us under clause 4.3; or (b) use or combination of information provided on the Services with other data or information.

11. Force Majeure

11.1 We shall not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control including (a) strikes, lock-outs or other industrial action; (b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat of or preparation for war;
(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster; (d) impossibility of the use of public or private telecommunications networks; or (e) the acts, decrees, legislation, regulations or restrictions of any government. If such an event last four (4) months or more, you shall be entitled to terminate these Terms.

12. Privacy Policy

12.1 Any information provided to us by you at any time, which includes without limitation information concerning your company, business, employees, customers or agents, will be subject to our Privacy Policy. The terms of such Privacy Policy form part of these Terms and you agree to be bound by it.

12.2 For the purpose of data protection laws applicable in the UK, we are the controller of personal data provided to us. This is because we determine: (a) what personal data is required to access our Services; (b) product and platform design, access rights and we have the ability to block access for any individual; (c) how personal data is used within the Services; (d) whether any third parties are required to processes the personal data for us as part of the provision of access to the Services; and (e) how long we retain personal data. We do of course comply with all applicable laws relating to data protection in exercising our rights as a controller. We may share User course journey data including email addresses, User names, IDs and associated information with a third party analytics provider called Learning Pool (or any other replacement as we may elect from time to time) for the purposes of evaluating the user experience and course content and you consent to this by accepting these Terms.

13. Complaints And Contact Details

13.1. If you have reason to believe that any of these Terms have been breached, or you have a complaint to make or wish to contact us for any other reason, please do so in writing by email to: complaints@cla.co.uk.

13.2 All notices and communications should be sent by confirmed receipt of electronic communication to the details above.

14. General

14.1. Our right and obligations under these Terms may be assigned or subcontracted by us to any third party at any time.

14.2. We may modify these Terms at any time. Any changes to these Terms shall be notified to you in writing or by electronic communication.

14.3. We may make amendments or improvements to or withdraw or correct any error or omission in the Services without notice.

14.4. These Terms and any documents expressly referred to in these Terms shall constitute the entire agreement between you and us in respect of your use of the Services.

14.5 You acknowledge that in entering into these Terms you have not relied upon any warranty, undertaking, promise or representation made by or implied from anything said or written whether on the Website, the internet or in negotiation between you and us except as expressly set out in these Terms.

14.6 If any of these Terms is determined by any competent authority to be unlawful, invalid or unenforceable for any reason whatsoever and to any extent, such term, condition or provision shall to that extent be severed from the remaining Terms, conditions and provisions which shall continue to be valid to the fullest extent permissible by law.

14.7 These Terms supersede any prior terms and conditions, agreement, understanding or arrangement between you and us, whether oral or in writing.

14.8 If we fail at any time to insist upon strict performance of our obligations under these Terms, or if we fail to exercise any right or remedy provided for under these Terms, such failure shall not constitute a waiver of any such right or remedy and shall not relieve you of compliance with such obligations.

14.9 A waiver by any default shall not constitute a waiver of any subsequent default. No waiver by shall be effective unless it is expressly stated to be a waiver and is communicated in writing.

14.10 These Terms are not intended to benefit anyone other than the parties to it, and no term of this contract will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to these Terms.

14.11 These Terms are governed by and shall be interpreted in accordance with laws of England and Wales, and you agree that, where any dispute arises out of or in connection with these Terms, you shall submit to the exclusive jurisdiction of the English courts.