Your attention is particularly drawn to the provisions of clause 16 (limitation of liability).
1. About us
Company details. Alver Services Limited (Company No: 09308484) trading as Alver Learning (Company, we, us or our) is a company registered in England and Wales. Our registered office is at 24 Landport Terrace, Portsmouth, England, PO1 2RG. Our main trading address is The old gymnasium, 2 Frankton Way, Gosport, Hants, PO12 1FR. Our VAT number is GB684 7721 92.
Contacting us. To contact us please send an email to firstname.lastname@example.org. How to give us formal notice of any matter under the Contract is set out in clause 20.
Our Services. We provide training services and solutions (Services) which can be accessed through a pc and other devices by our customers (Customer, You, Your or User).
Our contract. These terms and conditions (Terms of Service) apply to the supply of Services by us to you. By using our Services or Site, you agree to comply with and be bound by these Terms of Service and agree that you have read and understood them and the documents they refer to. If you do not agree with these Terms of Service, you must not access or use our Site or the Services.
How we will accept your order. Our acceptance of your order for the Services will take place when we email you to accept it, OR provide you with an Alver Learning account (see clause 3 below) at which point a contract will come into existence between you and us (the Contract).
These Terms of Service apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
Language. These Terms of Service and the Contract are made only in the English language.
We may limit the Site’s availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
By accepting these Terms of Service, you confirm that you have authority to legally bind the business, company or other legal entity on whose behalf you use the Services and our Site.
We may modify these Terms of Service at any time, but if we do so, we will notify you by publishing the changes on our Site. If we determine the changes are material, we will provide you with additional, prominent notice as is appropriate under the circumstances, such as via email or in another conspicuous manner reasonably designed to notify you. If, after being informed of the changes, you continue to use our Services you will be considered as having expressly consented to the changes in the Terms of Service. If you disagree with the terms of this Terms of Service or any updated Terms of Service, you may cancel the Service at any time.
We use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage and related technology required to run the Service.
All Services listed on our Site are subject to availability. We will inform you by e-mail as soon as possible if the Service you require is not available.
When we refer to "in writing" in these Terms of Service, this includes email.
In order to use the Service, you must obtain a valid Alver Learning account, which can be obtained by registering on our Site by filling in the registration form and providing all the required information, including a valid email address. If required, you can choose a subdomain for your web space that is not already in use by another user.
Alver Learning accounts may be created by Alver Learning representatives on your behalf.
Where you define your username and password in order to access the Services, you shall keep such username and password confidential and shall take all necessary steps to ensure their confidentiality and that they are not disclosed to any unauthorised third parties. You will:
be responsible for maintaining the security of your account and password. Alver Learning will not be liable for any loss or damage from a security breach;
inform the Company if you become aware of or suspect any unauthorised use of your username and password and agree to take all necessary steps (or such steps as may be requested by the Company) to prevent such use; and
indemnify the Company for any loss, costs, expenses or damages that we may suffer as a result of a breach of this Clause 3(c).
4. Suitability Trial
You may evaluate the suitability of the Service by activating a free suitability trial during which all features and functionality are made available to you (Suitability Trial). You may only activate a Suitability Trial once [per User] and for the limited period of time specified on www.alverlearning.com or any affiliated pages.
Alver Learning may, on a case by case basis and its sole discretion, extend the Suitability Trial period for a customer.
If by the end of the Suitability Trial period the Service is not purchased, all data, information and content uploaded by you and any configuration made will be cancelled and will be permanently lost.
5. Rules of Conduct
Whilst accessing and using the Service you will comply with all applicable laws, rules and regulations.
In using the Services, you shall respect the rights and dignity of others.
You agree that you will not:
Post, transmit, or otherwise make available, through or in connection with the Site:
Anything that is or may be threatening, harassing, degrading, hateful or intimidating; defamatory; fraudulent or tortious; obscene, indecent, pornographic or otherwise objectionable; or protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express prior consent of the owner of such right.
Any material that would give rise to criminal or civil liability; that promotes gambling; that encourages conduct that constitutes a criminal offense; or that encourages or provides instructional information about illegal activities or activities such as "hacking," "cracking," or "phreaking."
Any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.
Any unsolicited or unauthorized advertising, promotional material, "junk mail," "spam," "chain letter," "pyramid scheme" or investment opportunity, or any other form of solicitation.
Any material, non-public information about a company without the proper authorization to do so.
Use the Site for any fraudulent or unlawful purpose.
Use the Site to defame abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including without limitation others' privacy rights or rights of publicity, or harvest or collect personally identifiable information about other users of the Site.
Impersonate any person or entity, including without limitation any of our (or our affiliates) representatives; falsely state or otherwise misrepresent your affiliation with any person or entity; or express or imply that we endorse any statement or posting you make.
Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available; or violate any requirements, procedures, policies or regulations of such networks.
Restrict or inhibit any other person from using the Site (including without limitation by hacking or defacing any portion of the Site).
Use the Site to advertise or offer to sell or buy any goods or services without our express prior written consent.
Reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Site.
Except as expressly permitted by applicable law, modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Site.
Remove any copyright, trademark or other proprietary rights notice from the Site or materials originating from the Site.
Frame or mirror any part of the Site without our express prior written consent.
Create a database by systematically downloading and storing all or any Site content.
Use any robot, spider, Site search / retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine" or in any way gather Site content or reproduce or circumvent the navigational structure or presentation of the Site without our express prior written consent. Notwithstanding the immediately foregoing sentence (but subject to the other items listed above), we grant the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly-available searchable indices of such materials, but not caches or archives of such materials. We reserve the right to revoke these exceptions, either generally or in specific cases, at any time.
6. Plans, Packages and Payment for Plans
You can purchase one of the plans offered by Alver Learning for the Service (referred to as a Plan) at any time during the Suitability Trial period. Purchasing a Plan grants the continued use of the Service subject to payment of a fee.
The available Plans are based on a maximum number of user profiles with an active status for each Plan during the contract period. The available Plans are available on www.alverlearning.com. User profiles with an inactive status will not be counted towards the Plan’s maximum number of user profiles.
Payment can be made by credit card or debit card for monthly or annual Plans.
Payments by bank transfer require an emission by an Alver Learning representative to you and for your acceptance of the order. The payment is the total cost at the time of the order.
7. Fees for Services
In consideration of us providing the Services to you, you must pay our charges (Charges) in accordance with this clause 7.
Our Charges are the pricing and payment terms presented to you for that Service and any overage fees calculated in accordance with clause 9.
Where applicable, you will be billed using the billing method you select through your account management page.
All Charges are non-refundable, except as provided in these Terms of Service or when required by law.
Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
8. Payments for Services
Payment for each subscription of the Services is in advance in accordance with clause 11.
We use third-party suppliers and service providers to enable e-commerce functionality on our Site.
If you wish to purchase any service through the Site (each a "Transaction"), you may be asked to supply certain information relevant to your Transaction, including without limitation your credit card number, the expiration date of your credit card and your billing address.
You represent and warrant that you have the legal right to use any credit card(s) or debit card(s) utilized in connection with any transaction.
By submitting such information, you grant us the right to provide such information to third parties for purposes of facilitating the completion of Transactions initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any Transaction.
If you fail to make a payment under the Contract by the due date, then you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year 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%.
9. Overage Fees
Unless otherwise stated, any overage fees incurred by you will be billed in arrears on a monthly basis.
Payment of all overage fees is due within 30 days of the date of invoice.
Failure to pay overage fees when due may result in the applicable Service being limited, suspended, or terminated (subject to applicable legal requirements), which may result in a loss of your data associated with that Service.
10. Your Content
Whenever you make use of a feature that allows you to upload content to our Site you must comply with the content standards set out in clause 5(c). You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
For the purposes of these Terms of Service, your content means any content, video, images or other materials of any type that you upload, submit or transmit to or through the Service or Site.
Any content you upload to our Site will be considered non-confidential and non-proprietary. You will retain all right, title and interest in and to your content, but you are required to grant us a limited licence to use, store and copy that content.
You must not upload or contribute any content not originally created by you, or any content which is not properly licensed to you by someone else for uploading or contributing.
We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Site constitutes a violation of their intellectual property rights, or of their right to privacy.
We have the right to remove any content you upload on our Site if, in our opinion, your post does not comply with the content standards set out in clause 5(c). We may also modify, prevent access to, delete, or refuse to display content that we believe violates the law or these Terms of Service.
You are solely responsible for securing and backing up your content.
Alver Learning has no obligation to monitor or review any content submitted to the Service.
11. Subscriptions and Cancellation
Our Service is billed in advance on a subscription basis (Subscription).
We will invoice you in advance on a recurring, periodic basis (each period is called a “Billing cycle”).
Billing cycles are typically monthly or annual, depending on the subscription plan you selected when purchasing a Subscription.
Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal through your online account management page.
You may cancel auto-renewal of your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating. You may cancel your auto-renewal on your Subscription immediately after the Subscription starts if you do not want to renew.
If you cancel the Service, Your content and any configuration made will be retained for 30 days, after which all data and configurations made will be lost.
12. Professional Services
Professional services are designed to help you in the creation of courses and / or course content. If we provide professional services to you then this section will apply.
To receive professional services, you must sign a statement of work for each specific project, which will describe the project and may include additional terms and conditions applicable to the project (each, a SOW). Each SOW is part of the Contract. Alver Learning or any of its affiliates may enter into SOWs with you.
Each SOW will show the fees for the professional services that we will provide. Fees for professional services are in addition to Charges or any applicable fees for your use of the Service.
We will invoice you monthly for the professional services and you must pay all invoiced amounts in accordance with these Terms of Service. Payments for professional services are non-refundable.
You will retain complete ownership of any content, material and / or data produced via the professional services and will be considered as Your content.
13. Course Export Services
Upon cancellation of the Service, you can request for your course(s) to be exported (we call this Course Export Services) in the following mediums; PDF, HTML or SCORM.
A fee for the Course Export Services may be applicable dependant on the volume of content and agreed medium.
To receive Course Export Services, you must sign a SOW for each specific project, which will describe the project and may include additional terms and conditions and fees applicable to the project. Each SOW is made part of the Contract.
Each SOW will show the fees for the Course Export Services that we will provide. Fees for Course Export Services are in addition to any applicable charges or fees for your use of the Service. We will invoice you for the Course Export Services and you must pay all invoiced amounts in accordance with the agreed SOW terms.
Payments for Course Export Services are non-refundable.
The type of support that you are entitled to depends on the Plan you are subscribed to.
As part of the Subscription fee (excluding the Suitability Trial) we are required to provide technical support via email and support tickets in relation to the Service and Plan purchased by you at no additional cost.
Support tickets can be raised via the Support section within the Service.
You agree to contact our support team at a reasonable frequency and we reserve the right to terminate support services for customers who misuse the support services in accordance with these Terms of Service.
15. Account Managers
“Account managers” are advisory and support services intended to help you use the Service. If we provide you with an Account manager, then this clause will apply.
Contact details for your Account manager will be provided to you upon subscribing to the Service.
You agree to contact your Account manager at a reasonable frequency and we reserve the right to terminate this support for customers who misuse the service in accordance with these Terms of Service.
16. Limitation of Liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
Nothing in the Contract limits or excludes our liability for:
death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
fraud or fraudulent misrepresentation; or
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
Subject to clause 16(a), we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of use or corruption of software, data or information;
loss of or damage to goodwill; and
any indirect or consequential loss.
Subject to clause 16(a), our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid under the Contract./li>
We do not guarantee that our Site will be secure or free from bugs or viruses./li>
Alver Learning will not be responsible for any difficulty, defect, failure, interruption or inability to access and / or use the Service. You are responsible for configuring your information technology, computer programmes and platform to access our Site. You should use your own virus protection software./li>
You must not attempt to gain unauthorised access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site. You must not attack our Site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Site will cease immediately./li>
Alver Learning will not be responsible for the hardware, software or internet connection of the Customer or for actions or behaviour of the customer (or one or more of its members) which prove to be inappropriate, harmful or against the law (including copyright infringement) whether national or international.
Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
you fail to pay any amount due under the Contract on the due date for payment;
you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business.
18. Intellectual Property
All intellectual property rights in or arising out of or in connection with our Site and the Services (other than intellectual property rights in any content and materials provided by you) will be owned by us.
You may not imitate the look and feel of any of our services or web Site pages, including without limitation, the branding, colour combinations, fonts, graphic designs, product icons or other elements associated with us.
19. Use Of Logos
You authorise Alver Learning to include and / or reference your company logo and company name in our portfolio of customers and work (web Sites, brochures, technical documentation etc.) and lift Alver Learning from any liability arising from the publication.
20. Communications Between Us
Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email. A notice or other communication is deemed to have been received:
if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
if sent by email, at the time of transmission.
In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
Assignment and transfer.
We may assign or transfer our rights and obligations under the Contract to another entity.
You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
Severance. Each paragraph of these Terms of Service operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
Third Party Rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
Governing Law And Jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.