TERMS AND CONDITIONS

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This Agreement is entered into between Datent Ltd, a company registered in England and Wales with company registration number 15112560 (we, us or our) and you, being the person or entity stated in the Quote (you or your), together the Parties and each a Party.

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‍Background

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1. ‍This Agreement
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1.1 What this Agreement covers: Please read this Agreement carefully before you accept this Agreement. This Agreement tells you who we are, how we will provide the Services to you, how you and we may change or end this Agreement, what to do if there is a problem with the Services and other important information. If you think that there is a mistake in this Agreement or require any changes to this Agreement, please contact us to discuss (using our contact details in the Quote).

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1.2 How to tell us about problems: If you have any questions or complaints about the Services, please contact us to discuss (using our contact details in the Quote).

2. Acceptance and Term of this Agreement

2.1 You accept this Agreement by the earlier of:

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1. confirming by email that you accept this Agreement;
2. confirming that you accept this Agreement via the platforms or applications through which we provide this Agreement to you, including our website; and
3. making part or full payment of the Price.

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2.2 This Agreement will commence on the date it is accepted in accordance with its terms, and continue until we have completed the supply of the Services to you, as reasonably determined by us (Term).

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3. Our supply of the Services

3‍.1 In consideration of your payment of the Price, we will provide the Services in accordance with this Agreement and all applicable Laws, whether ourselves or through our Personnel.

3‍.2 We warrant to you that the Services will be provided using reasonable care and skill.

3‍.3 We will not be responsible for any Services unless expressly set out in the inclusions in the Quote.

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4. Disclaimer

4.1 Any information provided in the course of the Services is general in nature only, and does not take into consideration your or your business’ specific needs, objectives or circumstances.‍

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‍4.2 Any decisions you make in respect of your business as a result of your learnings through the Services are made solely at your own risk. We encourage you to conduct your own due diligence and undertake your own research before making any decisions in respect of your business based on the information you learn through the Services.‍

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‍4.3 Despite anything to the contrary, to the maximum extent permitted by law, we are not liable for, and you waive and release us from and against any Liability, arising from or in connection with your reliance on any information shared with you during the provision of the Services.‍

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5. Platform

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5.1 Subject to your compliance with this Agreement, for the duration of the Term, we grant you a non-exclusive, worldwide, revocable, non-sublicensable and non-transferable right and licence to access and use our Platform, solely for your use and enjoyment of the Services.

5.2 You must not:

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1. access or use our Platform in any way that is improper or breaches any laws, infringes any person’s rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
2. interfere with or interrupt the supply of our Platform, or any other person’s access to or use of our Platform;
3. introduce any viruses or other malicious software code into our Platform;
4. use any unauthorised or modified version of our Platform, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to our Platform;
5. attempt to access any data or log into any server or account that you are not expressly authorised to access;
6. use data mining, robots, screen scraping or similar data gathering and extraction tools on the Platform’
7. circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or
8. access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

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6. Attendance & Recordings

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6.1 All relevant dates for the supply of the Services will be provided to you prior to the commencement of the Services.

6.2 All group sessions (Classes) will be recorded, and the recordings will be made available to all individuals who have enrolled in a cohort via the Platform. You acknowledge and agree that where you participate in a Class, you may appear on the recording. You consent to our recording of any Classes in which you may be present. If you do not wish to appear in any recordings, you must contact us prior to the commencement of the Services.

6.3 During the Classes and Appointment, we will be using a feature that will record a script of the call (Transcript) which will be used internally for note keeping purposes and to write notes after the Classes and Appointment that may be shared with the individuals who have enrolled in a cohort via the Platform. You consent to us taking a Transcript of any Classes and Appointments in which you may be present. If you do not wish to appear in any Transcripts, you must contact us prior to the commencement of the Services.

6.4 If you are unable to attend a Class, you may catch up by reviewing the recordings of that Class. You acknowledge and agree that this will be your only remedy where you are unable to attend a Class, and an alternative Class will not be offered.

6.5 Where the Services include any individual or 1 on 1 sessions, you will need to schedule your session at a time to suits you via a Calendly link that will be provided to you prior to the commencement of the Services (Appointment).

6.6 In the unlikely event that we need to cancel an Appointment due to no fault on your part, such as where our Personnel are unwell, we will aim to provide you with as much notice as possible. In this case, the Parties will work together to agree another mutually suitable time to conduct the Appointment.

6.7 If for any reason, you need to cancel an Appointment with us, we would appreciate you giving us as much notice as possible, and in any event, at least 24 hours’ notice prior to the Appointment by emailing us using the contact details on your Quote. Where you provide us with at least 24 hours’ notice, the Parties will work together to agree another mutually suitable time to conduct the Appointment.

6.8 If you are more than 10 minutes late to your Appointment and do not contact us in advance to let us know, the Appointment will be considered cancelled by you without notice

6.9 Where you do not provide us with at least 24 hours’ notice to cancel an Appointment, or you are more than 10 minutes late to the Appointment, you will forfeit your right to the Appointment. You acknowledge and agree that you will not receive a refund of any portion of the Price where you forfeit an Appointment.

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7. Your Right to Make Changes to the Services and This Agreement

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If you wish to make a change to the Services you have ordered please contact us. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the Price of the Services, the timing of supply of the Services or anything else which would be necessary as a result of your requested change, and ask you to confirm whether you wish to go ahead with the change.

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8. Our Rights to Make Changes to the Services and This Agreement

8.1 You agree that we may amend the Services at any time, by providing written notice to you. If you do not agree to any amendment made to the Services, you may terminate this Agreement by giving us 7 days’ notice in writing, in which case, we will offer you a pro-rata refund (based on the Services you have received up to the point of termination)

8.2 Updates to digital content: We may update course materials or any other digital content provided to you in the course of the provision of the Services, provided that the digital content will always match the description of it that we provided to you before you bought it.

9. Exercising your right to change your mind (Consumer Contracts Regulations 2013)

9.1 This clause 9 applies only to the extent that you enter into this Agreement as a Consumer.‍

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‍9.2 If the Services are services, you have 14 days after the Commencement Date to cancel this Agreement. We agree not to commence the provision of the relevant Services during this cancellation period, unless you make an express request for us to do so. You acknowledge and agree that after you have accepted this Agreement, if you instruct us to provide the relevant Services within this cancellation period, this will be taken to be an express request by you, and you will lose your right to cancel if the relevant Services are fully performed by us. If you exercise your right to cancel under this clause 9 you will be liable to pay to us an amount for the relevant Services supplied up to when you inform us that you intend to cancel, which will be proportionate to the full Price for the relevant Services for the Term.‍

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‍9.3 When you don't have the right to change your mind: You do not have a right to change your mind in respect of

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1. digital products after you have started to download or stream these; and
2. services, once these have been completed, even if the cancellation period is still running.

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‍9.4 Tell us you want to cancel this Agreement: To exercise your right to cancel this Agreement under this clause 9, please let us know by contacting us by email using the form at Attachment 1.‍9.5. When your refund will be made: We will make any refunds due to you as soon as possible and within 14 days of your telling us you have changed your mind.‍

10. Payment

10.1 In consideration for us providing the Services, you agree to pay us:

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1. the Deposit (if any);
2. the balance of the Price; and
3. any other amount payable to us under this Agreement,

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in accordance with the Payment Terms.

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10.2 If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion):

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1. after a period of 5 Business Days, cease providing the Services, and recover, as a debt due and immediately payable from you, our additional costs of doing so (including reasonable legal fees, debt collector fees and mercantile agent fees); and/or
2. charge interest at a rate equal to 4% above the Bank of England's base rate, from time to time, but at 4% a year for any period when that base rate is below 0%, per annum, calculated and compounding monthly, on any such amounts unpaid after the due date for payment in accordance with the Payment Terms.

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‍10.3 You will not be entitled to any part of the Services until the Deposit (if any) has been paid in full.‍

11. Warranties and Representations

11.1 Each Party represents, warrants and agrees that:

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1. it has full legal capacity, right, authority and power to enter into this Agreement, to perform its obligations under this Agreement, and to carry on its business; and
2. that this Agreement constitutes a legal, valid and binding agreement, enforceable in accordance with its terms.

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11.2 You represent, warrant and agree:

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1. to comply with this Agreement and all applicable Laws;
2. that all information and documentation that you provide to us in connection with this Agreement is true, correct and complete;
3. to comply with our reasonable requests or requirements;
4. that you (and to the extent applicable, your Personnel) will provide us with all documentation, information, instructions, cooperation and access reasonably necessary to enable us to provide the Services;
5. that you have not relied on any representations or warranties made by us in relation to the Services (including as to whether the Services are or will be fit or suitable for any particular purposes), unless expressly stipulated in this Agreement;
6. that no Insolvency Event has occurred in respect of you and that you will immediately notify us if you are (or you are likely to be) the subject of an Insolvency Event;
7. that the Services are provided to you solely for your benefit and you will not (or you will not attempt to) disclose, or provide access to, the Services to third parties without our prior written consent; and
8. that any information, advice, material, work and services (including the Services) provided by us under this Agreement does not constitute legal, financial, merger, due diligence or risk management advice.

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12. Intellectual Property

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12.1 As between the Parties:‍

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1. we own all Intellectual Property Rights in Our Materials;
2. you own all Intellectual Property Rights in Your Materials; and
3. nothing in this Agreement constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.

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12.2 As between the Parties, ownership of all Intellectual Property Rights in any New Materials or Improvements will at all times vest, or remain vested, in us upon creation. To the extent that ownership of such Intellectual Property Rights in any New Materials and/or Improvements do not automatically vest in us, you agree to do all things necessary or desirable to assure our title in such rights.

12.3 We grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, to use Our Materials that we provide to you, the New Materials and Improvements, solely for the purposes for which they were developed and for your use and enjoyment of the Services, as contemplated by this Agreement.

12.4 You grant us a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, for the duration of the Term, to use Your Materials that you provide to us solely for the purposes for which they were developed and solely for the performance of our obligations under this Agreement.

12.5 If you or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with this Agreement, you agree to (and agree to ensure that your Personnel) waive those Moral Rights and waive all rights to object to derogatory treatment of such material.

12.6 This clause 12 will survive termination or expiry of this Agreement.

13. Confidential Information

13.1 Each Receiving Party agrees:

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1. not to disclose the Confidential Information of the Disclosing Party to any third party;
2. to use all reasonable endeavours to protect the Confidential Information of the Disclosing Party from any unauthorised disclosure; and
3. to only use the Confidential Information of the Disclosing Party for the purposes for which it was disclosed or provided by the Disclosing Party, and not for any other purpose.

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13.2 The obligations in clause 13.1 do not apply to Confidential Information that:

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1. is required to be disclosed in order for the Parties to comply with their obligations under this Agreement;
2. is authorised to be disclosed by the Disclosing Party;
3. is in the public domain and/or is no longer confidential, except as a result of a breach of this Agreement; or
4. must be disclosed by Law or by a regulatory authority, including under subpoena, or by the rules of any listing authority or stock exchange on which the Receiving Party’s shares are listed or traded.

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13.3 Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 13. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 13.‍13.4 This clause 13 will survive the termination of this Agreement.

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14. Limitations on and exclusions to our liability

14.1 Neither Party may benefit from the limitations and exclusions set out in this clause 14 in respect of any liability arising from its deliberate default.

14.2 The restrictions on liability in this clause 14 apply to every liability arising under or in connection with this Agreement including liability in statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise.

14.3 Nothing in this Agreement limits any Liability which cannot legally be limited, including Liability for:

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1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation;
3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
4. defective products under the Consumer Protection Act 1987.

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14.4 If you are a Consumer, this clause 14.4 applies to the extent that the Services are digital content. If the Services are defective and they damage a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation.

14.5 Subject to clauses 14.1 (no limitation in respect of deliberate default), clause 14.5 (damage caused by defective digital content) and 14.2 (liability which cannot legally be limited), but despite anything else to the contrary, to the maximum extent permitted by law:

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1. if you are not a Consumer, neither Party will be liable for any Consequential Loss;
2. if you are a Consumer, we only supply the Services for domestic and private use. If you use the Services for any commercial, business or re-sale purpose we will have no liability to you for liability involving any loss of profit, loss of business, business interruption, or loss of business opportunity;
3. a Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss;
4. if you are a consumer, if either Party fails to comply with this Agreement, neither Party will be responsible for any losses that the other Party suffers as a result, except for those losses which are a foreseeable consequence of the failure to comply with this Agreement; and
5. if you are not a Consumer, our aggregate liability for any Liability arising from or in connection with this Agreement will be limited to us resupplying the Services to you or, in our sole discretion, to us repaying you the amount of the Price paid by you to us in respect of the supply of the relevant Services to which the Liability relates.

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14.6 We have given commitments as to the compliance of the Services with this Agreement and applicable Laws in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the maximum extent permitted by law, excluded from this Agreement.

14.7 This clause 14 will survive the termination or expiry of this Agreement.

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15. Termination

15.1 If you are entering this Agreement as a Consumer, nothing in this clause 15 limits any right you have to change your mind under clause 9. If you want to cancel or terminate this Agreement, you should use the Model Cancellation Form at Attachment 1.

15.2 Either Party may terminate this Agreement at any time prior to the Course Commencement Date by giving 14 days’ notice in writing to the other Party, in which case we agree to refund you any portion of the Price paid by you to us. This Agreement will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:

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1. the other Party (Defaulting Party) breaches a material term of this Agreement and that breach has not been remedied within 5 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
2. the Defaulting Party is unable to pay its debts as they fall due.

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15.3 Upon expiry or termination of this Agreement:

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1. we will immediately cease providing the Services;
2. subject to clause 15.2, to the maximum extent permitted by law, you agree that any payments made by you to us are not refundable to you; and
3. you are to pay for all Services provided prior to termination, including Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under this Agreement;
4. if you are not a Consumer, by you pursuant to clause 15.2 or by us pursuant to clause 15.3, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including legal fees, debt collector fees and mercantile agent fees); and
5. you agree to promptly return (where possible), or delete or destroy (where not possible to return), any information, documentation or material owned by us that is in your possession or control, subject to any rights you may have to any Intellectual Property in accordance with clause 12.

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15.5 We will retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to this Agreement constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on expiry or termination of this Agreement.

15.6 Termination of this Agreement will not affect any rights or liabilities that a Party has accrued under it.

15.7 This clause 15 will survive the termination or expiry of this Agreement.

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16. General

16.1 Amendment: This Agreement may only be amended by written instrument executed by the Parties.

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‍16.2 Assignment: Subject to clause 16.3, a Party must not assign or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

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‍16.3 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with this Agreement, to a debt collector, debt collection agency, or other third party.

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‍16.4 Contracts (Rights of Third Parties) Act 1999: Notwithstanding any other provision of this Agreement, nothing in this Agreement confers or is intended to confer any right to enforce any of its terms on any person who is not a party to it.

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‍16.5 Counterparts: This Agreement may be executed in any number of counterparts that together will form one instrument.

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‍16.6 Disputes: Where you are a Consumer, alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. You can submit a complaint to The Law Society of the United Kingdom via their website at https://www.lawsociety.org.uk/en. The Law Society of the United Kingdom will not charge you for making a complaint and if you are not satisfied with the outcome you can still bring legal proceedings.

Where you are not a Consumer, nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction. A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may:

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1. where both Parties are located within the United Kingdom, refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Centre for Effective Dispute Resolution to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties; and
2. where you are located outside of the United Kingdom, refer the matter to arbitration administered by the London Court of International Arbitration (LCIA) with such arbitration to be conducted in London, England, in English and in accordance with the LCIA Rules. The costs of the arbitration will be shared equally between the Parties and the determination of the arbitrator will be final and binding.

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‍16.7 Email: You agree that we are able to send electronic mail to you and receive electronic mail from you. To the maximum extent permitted by law, you release us from any Liability you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.

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‍16.8 Entire agreement: Subject to your consumer law rights (if applicable), this Agreement contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in this Agreement, and this Agreement supersedes and extinguishes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, whether written or oral, in respect of its subject matter. Each Party agrees that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

‍16.9 Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to this Agreement and their obligations under it.

‍16.10 Force Majeure: Neither Party will be liable for any delay or failure to perform their perspective obligations under this Agreement if and to the extent such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:‍

1. as soon as reasonably practical, notifies the other Party in writing of the details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
2. uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.

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Where the Force Majeure Event prevents a Party from performing a material obligation under this Agreement for a period in excess of 60 days, then the other Party may, by notice, terminate this Agreement, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under this Agreement.

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‍‍16.11 Governing law: This Agreement is governed by the laws of England and Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in England and Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

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‍‍16.12 Notices: Any notice given under this Agreement must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

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‍16.13 ‍Online execution: This Agreement may be executed by means of such third party online document execution service as we nominate subject to such execution being in accordance with the applicable terms and conditions of that document execution service.

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‍‍16.14 Privacy: We will only use your personal information as set out in our privacy policy. You can find our privacy policy at https://www.datent.com/privacy-policy.

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‍‍16.15 Publicity: With your prior written consent, you agree that we may advertise or publicise the broad nature of our supply of the Services to you, including on our website or in our promotional material.


16.16 Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

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‍‍16.17 Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement. If any provision or part-provision of this Agreement is deemed deleted under this clause 16.17, the Parties will negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

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16.18 VAT: All amounts payable by you under this Agreement are inclusive of amounts in respect of value added tax chargeable from time to time (VAT), unless otherwise stated. Where any taxable supply for VAT purposes is made under this Agreement by us to you, you agree, on receipt of a valid VAT invoice from us, to pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

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17. Definitions

In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in this Agreement (including in the Quote), and:

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‍Agreement means these terms and conditions, the Quote and any documents attached to, or referred to in, each of them.

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‍Business Day means a day on which banks are open for general banking business in England and Wales, excluding Saturdays, Sundays and public holidays.

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‍Confidential Information includes information which:

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1. is disclosed to the Receiving Party in connection with this Agreement at any time;
2. is prepared or produced under or in connection with this Agreement at any time;
3. relates to the Disclosing Party’s business, assets or affairs; or
4. relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,

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whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.

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‍Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. The Parties acknowledge and agree that your obligation to pay us the Price under this Agreement will not constitute “Consequential Loss” for the purposes of this definition.

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‍Consumer has the meaning given to it in the Consumer Rights Act 2015.

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‍Course Commencement Date means the commencement date of the Services, as set out in the Quote.

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‍Deposit means the deposit set out in the Quote, as adjusted in accordance with this Agreement.

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‍Disclosing Party means the party disclosing Confidential Information to the Receiving Party.

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‍Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

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‍Improvements means any development, modification, adaptation or improvement of Our Materials or any New Materials made by or on behalf of either Party (or any of their respective Personnel), or in respect of which Intellectual Property Rights are acquired by, either Party during the Term.

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‍Insolvency Event means where if a Party takes any step or action (or any analogous step or action) in connection with:

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1. its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring);
2. applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986;
3. being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring); or
4. having a receiver appointed to any of its assets or ceasing to carry on business,

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or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.

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‍Intellectual Property means any copyright, registered or unregistered designs, patents or trade marks, business names, get-up, goodwill, domain names, know-how, inventions, processes, trade secrets or Confidential Information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

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‍Intellectual Property Breach means any breach by you (or any of your Personnel) of any of our Intellectual Property Rights (or any breaches of third-party rights, including any Intellectual Property Rights of third parties), including using or exploiting our Intellectual Property for purposes other than as expressly stated in this Agreement (including, without limitation, using our Intellectual Property for commercial purposes or on-selling our Intellectual Property to third parties).

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‍Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future, including in respect of Intellectual Property.

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‍Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with this Agreement or the supply of the Services.

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Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.

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‍Moral Rights means any moral rights, including those conferred by Chapter IV of the Copyright, Designs and Patents Act 1988.

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‍New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or you or any of your or our respective Personnel in connection with this Agreement or the supply of the Services, whether before or after the date of this Agreement, but excludes Our Materials and Your Materials.

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‍Our Materials means all work, models, processes, technologies, strategies, materials, information, documentation, and services that we may provide to you under this Agreement, and which may contain material which is owned by or licensed to us, and is protected by United Kingdom and international laws.

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‍Payment Terms means the payment terms set out in the Quote.

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‍Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.

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‍Platform means our online learning platform, available at https://datent.circle.so/home.

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‍Price means the price set out in the Quote, as adjusted in accordance with this Agreement, and includes the Deposit (if any).

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‍Quote means the quote (including any online quote) to which this Agreement is attached or incorporated by reference.

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‍Receiving Party means the party receiving Confidential Information from the Disclosing Party.

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‍Services means the services set out in the Quote, and as adjusted in accordance with this Agreement.

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‍Your Materials means all work, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property), owned or licensed by you or your Personnel before the Commencement Date and/or developed by or on behalf of you or your Personnel independently of this Agreement.

18. Interpretation

In this Agreement, unless the context otherwise requires:

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1. a reference to this Agreement or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
2. a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
3. a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;
4. no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;
5. a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;
6. a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
7. any obligation on a Party not to do something includes an obligation not to allow that thing to be done;
8. a reference to time is to local time in England; and
9. a reference to £ or pounds refers to the currency of the United Kingdom from time to time.

ATTACHMENT 1 – MODEL CANCELLATION FORM

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‍(Complete and return this form only if you wish to withdraw from the contract)

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To [TRADER'S NAME, ADDRESS, TELEPHONE NUMBER AND, WHERE AVAILABLE, FAX NUMBER AND E-MAIL ADDRESS TO BE INSERTED BY THE TRADER]

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I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods [*]/for the supply of the following service [*],

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Ordered on [*]/received on [*],

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Name of consumer(s),

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Address of consumer(s),

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Signature of consumer(s) (only if this form is notified on paper),

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Date

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[*] Delete as appropriate

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© Crown copyright 2013