Terms & Conditions

BY COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS AND SUBMITTING THE REGISTRATION FORM, YOU REPRESENT AND WARRANT THAT YOU: (i) ARE AUTHORISED TO SIGN FOR AND BIND THE CONTRACTING PARTY AND (ii) AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS ONLINE SERVICES AGREEMENT (THIS “AGREEMENT”). THIS AGREEMENT IS ENTERED INTO BETWEEN YOU (“SUBSCRIBER”), AND IEXL LTD.  LOCATED AT THE AMPHENOL BUSINESS COMPLEX, THANET WAY, WHITSTABLE, KENT, CT5 3JF. (“COMPANY”), AS OF THE DATE THAT YOU COMPLETE THE ELECTRONIC ACCEPTANCE (THE “EFFECTIVE DATE”), WITH REFERENCE TO THE FOLLOWING FACTS:

A. Company maintains the audio, and or video courses and material (the “Course”) and is the sole owner of all rights, title, and interest in it.

B. Subscriber desires to obtain a exclusive license to the Course so that Subscriber will have the right to use and provide access to the Service to other parties within the same organisation in accordance with the terms of this Agreement where a corporate licence has been obtained.

NOW, THEREFORE, in consideration of the terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. GRANT OF LICENSE. Company hereby grants to Subscriber for the term of this Agreement an exclusive license to use the The Licensed Course according to the terms and conditions set forth herein.

2. OWNERSHIP; RESTRICTIONS. Subject to the rights granted to Subscriber under this Agreement, all right, title, and interest in and to the Course are and shall remain at all times the sole and exclusive property of Company. The Subscriber agrees that it shall not, without the express written consent of Company, decompile, disassemble, or reverse engineer the Course or modify, enhance, in whole or in part.

3. PAYMENTS. In consideration of the rights granted hereunder, Subscriber shall pay Company as follows:

3.1. LICENSE FEES.

(a) Subscriber will pay Company by credit card or on or within 30 days of receipt of the Company’s invoice.  Should elecronic payment fail for whatsoever reason the subscriber agrees to pay the Company by alternative means that isrequired by the Company such as to pay an invoice immediately upon presentation either by cheque or by bank transfer.

(b) LATE PAYMENTS. Interest shall accrue on any amount due and payable hereunder and remaining unpaid for more than 30 days (the “Principal Amount”) at a rate per annum which shall from day to day be equal to the lesser of (1) eight percent (8%) per year, computed on the basis of a year of 360 days and for the actual number of days elapsed (including the first day but excluding the last day) until payment of the Principal Amount, or (2) the maximum rate of interest permitted from day to day under applicable law.

4. COMPANY RESPONSIBILITIES

4.1. MATERIALS

(a) After Subscriber has completed the registration process, Company shall make available to Subscriber the Course and all materials relating to it.

(b) If Company makes any alterations, modifications, improvements, or other changes to the Course the Company will not be required to make the new material available within the price agreed for the original Course material.

5. TITLE. Company represents and warrants that it owns all right, title, and interest in and to the Course.

6. DISCLAIMER OF WARRANTIES. SUBSCRIBER HEREBY ACKNOWLEDGES AND AGREES THAT THE COURSE IS PROVIDED BY THE COMPANY ON AN “AS IS” BASIS, AND SUBSCRIBER`S ACCESS TO AND/OR USE OF THE COURSE IS AT ITS SOLE RISK. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTY THAT ANY OF THE COURSE WILL MEET THE REQUIREMENTS OF SUBSCRIBER OR THAT THE COURSE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR DOES COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE COURSE OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE COURSE.  SUBSCRIBER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ANY OF THE LICENSED COURSE IS DONE AT THE SOLE RISK OF SUBSCRIBER AND THAT SUBSCRIBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY SUBSCRIBER FROM COMPANY OR THROUGH THE COURSE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO SUBSCRIBER.

7. INDEMNITY AND LIMITATION OF LIABILITY

7.1. INTELLECTUAL PROPERTY INDEMNITY. In the event that an action is filed in a court of competent jurisdiction alleging that the Course used within the scope of the License granted hereunder infringes any copyright, patent, trade secret, or similar proprietary right of any third party (“Infringement Action”), Company shall indemnify, defend, and hold Subscriber harmless from and against such Infringement Action and any and all costs, damages, penalties, and expenses, including reasonable legal fees, finally awarded in actions attributable to such claim, provided that (a) Subscriber notifies Company in writing of the existence of such Infringement Action within 10 days after Subscriber receives notice thereof, (b) Company has sole control of the defence of such Infringement Action and all related settlement negotiations, and (c) Subscriber provides all reasonable assistance and cooperation in such defence. Notwithstanding the foregoing, Company shall have no liability on account of any Infringement Action based on (1) the combination, operation, or use of the Curse with equipment, data, content or programming not supplied by Company or (2) the use of the Course that has been modified or altered without prior written consent of Company. Should the Course become, or in Company`s opinion be likely to become, the subject of a claim of infringement, Company either shall (at Company`s election) procure for Subscriber to use the Course, or replace, or otherwise modify, the Course to make it noninfringing, provided that there is no material change in the functionality of the Course. The indemnification provided in this Section 7 shall constitute the entire liability of Company with respect to an Infringement Action.

7.2. COMPANY INDEMNIFICATION. Subscriber shall indemnify, defend, and hold Company harmless from and against any and all demands, claims, or suits by any third party and any and all costs, damages, penalties, and expenses, including reasonable legal fees, arising out of or in connection with the use of the Course by Subscriber or its employees except to the extent any such demand, claim, or suit arises out of or in connection with Company`s breach of its obligations hereunder.

7.3. CROSS INDEMNITY. In the event any negligent act or omission of a party or its employees, agents, or representatives causes or results in loss or damage to, or destruction of property of, the other party or third parties, or death or injury to any persons, then such party shall indemnify, defend, and hold the other party harmless from and against any and all claims, actions, damages, demands, liabilities, costs, and expenses, including reasonable legal fees, resulting therefrom.

7.4. LIMITATION OF LIABILITY. IN NO EVENT SHALL COMPANY BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY, UNDER THIS AGREEMENT OR THROUGH THE USE OF THE LICENSEDCOURSE, FOR ANY AMOUNTS REPRESENTING LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, MULTIPLE, OR PUNITIVE DAMAGES OF SUBSCRIBER OR SUCH THIRD PARTY. EXCEPT AS SET FORTH IN SECTIONS 7.1 AND 7.3, COMPANY`S LIABILITY IN CONTRACT, TORT, OR OTHERWISE FOR DIRECT DAMAGES TO SUBSCRIBER OR ANY THIRD PARTY ARISING FROM THIS AGREEMENT OR THE USE OF THE COURSE SHALL BE LIMITED TO £50. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO SUBSCRIBER.

7.5. SURVIVAL. The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.

8. TAXES. All taxes are charged in addition to the agreed price of Course.
9. TERMS OF USE. A statement of Company`s current terms of use will be provided on request. Company`s Terms of Use is expressly incorporated into this Agreement by this reference. Acceptance of Company`s Terms of Use includes acceptance of Company`s current privacy policy (“Company`s Privacy Policy”). A statement of Company`s Privacy Policy will be provided on request. Company`s Privacy Policy is expressly incorporated into this Agreement by this reference. Subscriber acknowledges and accepts Company`s Terms of Use and Company`s Privacy Policy.

10. TERM AND TERMINATION.

10.1. TERM.

The initial term of this Agreement shall be for a period of one (1) month from the Effective Date, unless sooner terminated in accordance with this Section 10.  Following which access to Course will be prevented.

11. EFFECT OF TERMINATION.

11.1. All Subscriber`s data related to the Course will be deleted by Company 30 days after the date of termination.

11.2 RIGHTS OF THIRD PARTIES. The parties hereby agree that the rights of third parties, including but not limited to any of Subscriber`s employees and colleagues shall immediately cease by any termination of this Agreement.

12. GENERAL PROVISIONS

12.1. AUTHORITY. Each party represents and warrants that it is a legal business entity duly organised and validly existing in good standing under the laws of the jurisdiction of its formation, and that it has full power and authority to enter into and perform this Agreement. Each party also represents and warrants that the person executing this Agreement on its behalf has been properly authorised and empowered to do so.

12.2. NOTICES. All notices under this Agreement shall be given via email to the email addresses provided by Subscriber during the registration process for Subscriber and to info@i-exl.com for Company. Either party may from time to time change its email address for notification purposes by giving the other prior written notice via email of the new address and the date upon which it shall become effective.

12.3. REMEDIES. No remedy conferred on Company by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be additional to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. The election of one or more remedies by Company shall not constitute a waiver of the right to pursue other available remedies.

12.4. FORCE MAJEURE. If the performance of this Agreement or any obligation hereunder by any party is prevented, restricted, or interfered with by reason of fire or other casualty or accident, acts of God, severe weather conditions, strikes or labour disputes, war or other violence, any law, order, proclamation, regulation, ordinance, demand, or requirement of any governmental agency or any other act or condition whatsoever beyond the reasonable control of such party, the party whose performance is so affected, on giving prompt notice to the other party, shall be excused from such performance. In the event such force majeure condition continues for 90 days, then the party whose performance is not affected by such condition may, at its option and without liability to the other party, terminate this Agreement.

12.5. RELATIONSHIP. The relationship of the parties under this Agreement is one of independent contractors and no agency, partnership, joint venture, or similar relationship is created hereby. Except as specifically authorised, neither party shall have any authority to assume or create obligations on the other party`s behalf. Neither party shall take any action that has the effect of creating the appearance of its having such authority.

12.6. WAIVER. The waiver, modification, or failure to insist by Subscriber on any of the provisions of this Agreement shall not void, waive, nor modify any of the other provisions nor be construed as a waiver or relinquishment of Subscriber`s right to performance in the future of any such provision.

12.7. MONEY BACK GUARANTEE.  Company shall consider a refund of monies as stated in the money back guarantee provided; the course has been completed within the access period, usually 60 days.  The trainee or client must produce completed course notes as evidence of completing the course and any or all campaign material and proof of measurement of the marketing activity for a 6 month period subsequent to completion of the course, for  Company to make an assessment.

12.8 COPYRIGHT. Copyright © 2009 IEXL LTD 2009.  All material in these courses is, unless otherwise stated, the property of IEXL td. Copyright and other intellectual property laws protect these materials. Reproduction or retransmission of the materials, in whole or in part, in any manner, without the prior written consent of the copyright holder, is a violation of copyright law. A single copy of the materials available through these courses may be made, solely for use in completing the course. Individuals must preserve any copyright or other notices contained in or associated with them. Trainees or others may not distribute such copies to others, whether or not in electronic form, whether or not for a charge or other consideration, without prior written consent of the copyright holder of the materials. Contact details for requests for permission to reproduce or distribute materials available through these courses are as above.

Copyright

Copyright © 2009 i-Exl Ltd,  P 2009 i-Exl Ltd

All material in these courses is, unless otherwise stated, the property of i-Exl Ltd. Copyright and other intellectual property laws protect these materials. Reproduction or retransmission of the materials, in whole or in part, in any manner, without the prior written consent of the copyright holder, is a violation of copyright law.

A single copy of the materials available through these courses may be made, solely for use in completing the course. Individuals must preserve any copyright or other notices contained in or associated with them. Trainees or others may not distribute such copies to others, whether or not in electronic form, whether or not for a charge or other consideration, without prior written consent of the copyright holder of the materials. Contact details for requests for permission to reproduce or distribute materials available through these courses are as above.