Terms

1. Introduction

1.1 This Website is owned and operated by The Copyright Licensing Agency Ltd (“CLA”) a company registered in England (registered number 1690026) with a business address at 1 St Katharine’s Way, London, E1W 1UN. Other than the My CLA portal which is only open to you if you register, you may access areas of the Website without registering your details with us.
1.2 The contents of this Website are provided as an information guide only and do not constitute legal advice.  Visitors to the Website who have a legal problem or question should consult a suitably qualified lawyer.
1.3 CLA may make changes to the Website from time to time.  Any changes take immediate effect.  You should regularly review these Terms for any changes.  Your use of the Website after changes have been made will constitute acceptance of the changed Terms.  No responsibility is accepted for loss arising from inaccurate or incomplete information, however caused.

2. Intellectual Property

2.1 Unless otherwise indicated, CLA is the owner of all copyright in material on the Website.
2.2 The material on the Website may be copied for private use or use within an organisation provided the source of the material is acknowledged and the material is not amended in any way.

3. Service Access

3.1 While CLA endeavours to ensure the Website is normally available 24 hours a day, CLA shall not be liable if for any reason the Website is unavailable at any time or for any period.
3.2 Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons outside CLA’s control.

4. Visitor Material and Conduct

4.1 Other than personally identifiable information, which is covered under our Privacy Policy any material you transmit or post to the Website shall be considered non-confidential and non-proprietary.  CLA shall have no obligations with respect to such material.  CLA and its designees shall be free to copy, disclose, distribute, incorporate and otherwise use such material and all data and anything embedded therein for any and all commercial or non-commercial purposes.
4.2 You are prohibited from posting or transmitting to or from the Website any material:

4.2.1 that is inappropriate, defamatory, libellous, obscene, indecent, offensive,  abusive, liable to incite racial hatred, discriminatory, menacing, scandalous,   inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or
4.2.2 for which you have not obtained all necessary licences and/or approvals; or
4.2.3 which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or
4.2.4 which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).

4.3 You may not misuse the Website (including, without limitation, by hacking).
4.4  CLA shall fully co-operate with any law enforcement authorities or court order requesting or directing CLA to disclose the identity or locate anyone posting any material in breach of 4.2 or 4.3.

5. Use of Personal Data

5.1 The personal data we collect during registration are email addresses and passwords. We may also collect your photograph when you provide content for blog posts. Also, each time you visit our website we may log your IP address. We may process your personal data obtained in accordance with the policy in the following ways:

5.1.1 For processing licence applications, displaying account balance, website enquiries and managing requests;
5.1.2 For managing comments on blog; and
5.1.3 To improve our website ensuring content is presented in the most effective manner.

5.2 We will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose.  If we need to use your personal data for an unrelated purpose we will notify you.

6. Links to and from other websites

6.1 Links to third-party websites on the Website are provided solely for your convenience.  If you use these links, you leave the Website.  CLA has not reviewed all of these third-party websites and does not control and is not responsible for these websites or their content or availability. CLA therefore does not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them.  If you decide to access any of the third-party websites linked to the Website, you do so entirely at your own risk.
6.2 If you would like to link to the Website, you may only do so on the following conditions:

6.2.1 you do not remove, distort or otherwise alter the size or appearance of the CLA logo;
6.2.2 you do not create a frame or any other browser or border environment around the Website;
6.2.3 you do not in any way imply that CLA is endorsing any products or services other than its own;
6.2.4 you do not misrepresent your relationship with CLA nor present any false information about CLA;
6.2.5 you do not otherwise use any CLA trademarks displayed on the Website without express written permission from CLA;
6.2.6 you do not link from a website that is not owned by you; and
6.2.7 your website does not contain content that is distasteful, offensive or controversial, infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations.

CLA expressly reserves the right to revoke the right granted in clause 2.2 for breach of these terms and to take any action it deems appropriate.
You shall fully indemnity CLA for any loss or damage suffered by CLA for any breach of these Terms of Use.

7. Use of My CLA

7.1 Each registration My CLA is for a single user only.  CLA does not permit you to share your user name or password with any other person or with multiple users on a network.
7.2 Responsibility for the security of any passwords issued rests with you.
7.3 You must not give any false or misleading information or impersonate any other person.
7.4 Any purchase order references you supply will be used solely for administrative purposes.  They will in no way amend, replace, or override the terms and conditions of the CLA Licence the reference relates to.

8. Disclaimer

8.1 Save to the extent required by law, CLA does not make any warranty or representation that all content on the Website is accurate, complete, or fit for any particular purpose.  To the fullest extent permitted by law, CLA on behalf of itself, its directors, employees, agents and other representatives excludes any liability for losses or damages whatsoever arising out of or in connection with use of the Website.
8.2 Notwithstanding anything in these Terms, CLA does not exclude or limit its liability for death or personal injury caused by negligence; or

8.2.1 fraud; or
8.2.2 misrepresentation as to a fundamental matter; or
8.2.3 any liability which cannot be excluded or limited under applicable law.

9. General 

9.1 Any omission by CLA to exercise its rights under these Terms and Conditions shall not constitute a waiver of such right unless formally waived in writing by CLA.
9.2 Nothing in these Terms shall be construed as creating a partnership or joint venture between you and CLA.

10. Governing Law and Jurisdiction 

Any dispute arising out of the use of this Website shall be governed by the laws of England and Wales and users and CLA agree to submit to the exclusive jurisdiction of the courts of England and Wales.

These terms and conditions (the “Terms”) form part of the agreement between: (a) The Copyright Licensing Agency Limited (“CLA“ or “us”, “we” or “our”) a company registered in England and Wales with company registration number 01690026 and having its registered address at Third Floor, 6 Hays Lane, London SE1 2HB; and (b) the client described in the eLearning Order Form (the “Client” or “you” or “your”), being the company or organisation accessing CLA’s eLearning courses described in the eLearning Order Form and any related materials (the “Courses”) on the website www.cla.co.uk (the “Website“), and refers to words defined below and, where applicable, in the eLearning Order Form.

These Terms apply to all users (“Users”) being employees of the Client authorised by CLA to access and use the Courses available on the Website (together the “Services”) in exchange for the fee due under the eLearning Order Form (the “Fee”).

You acknowledge and agree that by accepting these terms and accessing the Services you represent and warrant to us that you have full power and authority to enter into and perform these Terms (and to bind your Users), and that the person signing the eLearning Order Form has been property authorised and empowered to enter into these Terms. We expressly reject any terms and conditions that you provide to us, including within any order form or purchase order.

1. Term

These Terms shall commence on the eLearning Commencement Date and for the Period set out in the eLearning Order Form and shall renew automatically on an annual basis unless and until terminated in accordance with clause 6 (Termination). If different to the eLearning Commencement Date, these Terms and your access to the Services shall renew on the anniversary of the Commencement Date of your CLA Business Licence.

2. Use of and Access to the Services

2.1   On signature of the eLearning Order Form, your access to the Services will commence. An email notification to the Client Contact named in the eLearning Order Form will be sent with instructions on how to set up your account. Users will be required to register and activate their individual accounts to access and use the Services. You shall promptly notify us of any change in the identity of the Client Contact.

2.2  Under these Terms, we grant to you a non-exclusive, non-transferable, non-sublicensable right to permit the Users to access and use the Services for internal business information purposes.

2.3  You are solely responsible for the confidentiality of, and solely liable for, the access to and use of the Courses and the Website by Users. You agree to immediately notify us if you become aware of any loss or theft of any username/password or unauthorised access or use of the Services.

2.4  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 for the convenience of Users.

2.5  You agree not to permit Users to share usernames and/or passwords to access the Services except where reassigned in their entirety to another individual User as agreed with us in advance, in which case the last User shall no longer have the right of access or use of the Services

2.6  You acknowledge and agree that you and 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 share, sell, 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)  use or permit the use, where by automated means or otherwise, of any software, tool or other device (including, but not limited to, robots, crawlers, spiders or scripts) on the Website, or otherwise on the Courses, in order to copy, collect or scrape or, create derivative works based on the whole of or any of their parts, or incorporate these into any software program; (f) comply with all reasonable instructions provided to you from time to time in respect of your use of the Services; (g) co-operate with any reasonable security or other checks or requests for information we may make from time to time; (h) not store or copy all or any of the Courses for any reason; (i) not create derivative works based on the Courses; and (j) not use the Services for any unlawful purpose.

2.7  You agree to indemnify us from and against all losses, expenses, damages and costs (including reasonable legal costs) resulting from or in connection with any breach of these terms and conditions or any activity related to your User accounts (including negligent or wrongful conduct) by you, a User or any other person accessing the Services via your account.

2.8 We reserve the right to change the content, presentation, means of delivery and/or access to and/or availability of all or parts of the Courses and Website. Where reasonable, we will seek to notify you of more fundamental changes to, or the cessation of, the Courses.

3. Course Customisation

3.1   Unless we have agreed to customise the Courses for you, the Courses will be as available to access on the Website from time to time.

3.2  Subject to the payment of an additional Fee, we may agree to customise the Courses for you and such customisation may include (a) inserting your 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.

3.3  Any information or material you provide to us in accordance with this Clause 3 must not (a) contain  any viruses or other malicious or harmful code; (b) be unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, racially or ethnically offensive, facilitate or constitute illegal activity, depict sexually explicit images, promote 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) breach of any third rights including, but not limited to, intellectual property rights and rights of confidentiality.

4. Fee and Payment

4.1   The Fee, together with applicable VAT, is payable within 30 days from the date of the invoice issued by us.

4.2 We reserve the right to charge interest at the rate of interest prescribed from time to time pursuant to The Late Payment of Commercial Debts (Interest) Act 1998 on any late payment of amounts due under these Terms.

4.3  You are not eligible for a refund if you or your User does not start or complete the Courses.

4.4 We reserve the right to suspend or terminate your access to and use of the Services if we have not received full payment of the Fee.

4.5 Subject to the right of termination in clause 6.1 (Termination), the Fee is subject to annual adjustment upon prior notice given by us to you. We will notify you of any such adjustment at least three (3) months prior to the renewal date of your CLA Business Licence. This is subject to the right of termination described in clause 6.1.

5. No Warranty and Disclaimer of Liability

5.1   Except as set expressly set out in these Terms, CLA makes no warranty, express or implied by statute, common law, trade usage or otherwise, and whether written or oral, including any implied warranties concerning the Courses and the Website. CLA expressly disclaims, to the fullest extent permitted by law, all warranties, including but not limited to warranties of satisfactory quality, fitness for purpose or ability to achieve a particular outcome or result.

5.2  CLA does not provide legal, financial or other professional advice. The information, materials and opinions (if any) contained in the Courses and on the Website 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 Courses intended to constitute legal or expert advice or recommendations on which you should rely. CLA does not guarantee the accuracy, content or timeliness of the Services and in no event will CLA or its affiliates be liable for indirect, special or consequential damages (including, without limitation, damages for loss of business profits, business interruption or loss of business information) arising directly or indirectly from the use or reliance on the Courses or the Site and whether in tort (including negligence), contract or otherwise even if foreseeable arising out of or in conjunction with your use and/or reliance on the Services.

5.3  If CLA is held liable to you for any reason in connection with the Services or these Terms, to the fullest extent permitted by the law in no event shall the liability of CLA or its affiliates arising from any claim whether in tort (including negligence), contract or otherwise exceed the amount paid to CLA by you in the twelve (12) month period before the date such claim arose.

6. Termination

6.1   Either party may terminate these Terms upon giving to the other party at least 30 days written notice to expire on the anniversary of the Commencement Date of your CLA Business Licence.

6.2. 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 breach of these Terms by you or your Users and on notification such breach (where capable of remedy) the breach has not been remedied within 14 days.

7. Intellectual Property

All intellectual property rights in and to the Courses, the Website and any materials hosted or distributed in conjunction with the Services, are reserved exclusively to CLA and its suppliers (as appropriate). The software which operates the Services may not be copied, reverse engineered, modified or otherwise dealt with by you.

8. Force Majeure

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 failure of the Website, communications networks and facilities, including the internet, computer viruses, unauthorised access, theft, operator errors, supplier problems, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

9. Privacy Policy

9.1 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.

9.2 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 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, usernames 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 processing activity by accepting these Terms.

10. Notices

All notices given under these Terms shall be in writing by email (a) for CLA, for the attention of the Legal Team at legal@cla.co.uk; and (b) for the Client, at the Client Contact email address set out In the Order Form. In the case of there being no valid electronic, notices shall be sent to the intended recipient’s last known place of business (for the Client, at the Client address set out in the eLearning Order Form). Notices shall be deemed received on the date of dispatch if sent by email (or on the following business day, if sent after the recipient’s normal business hours) or by letter on the expiry of two (2) business days from the date of posting if sent by overnight post.

11. General

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

11.2 These Terms may be updated from time to time by us. Where a material change to the Terms is made, we will notify you

11.3 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.

11.4 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.

11.5 If the Terms are 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.

11.6 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.

11.7 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.

11.8 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.