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MOPAC TERMS AND CONDITIONS
MOPAC Provision of Services Online T&Cs
ACT Awareness eLearning Version April 2018
By accepting these Terms and Conditions, you are entering into a binding agreement on the date of the recorded acceptance, between the organisation you are representing (the Recipient) and the MAYOR'S OFFICE FOR POLICING & CRIME of City Hall, The Queen’s Walk, More London, London SE1 2AA (the ‘Authority’).
(A) ACT Awareness eLearning is a national counter terrorism awareness initiative for business produced by the National Counter Terrorism Security Office (NaCTSO) on behalf of CTP to protect the UK cities and communities from the threat of terrorism.
(B) NaCTSO has a requirement to increase counter terrorism awareness by developing new delivery models, one of which is enabling organisations to access free eLearning to increase staff awareness as to how best to reduce and respond to the most likely types of terrorist activities.
(C) NaCTSO has developed the ACT Awareness eLearning Course (‘Course’).. The modules and content of which are reviewed and updated regularly with the current content available from NaCTSO.
(D) The Authority is the host organisation for NaCTSO and is therefore the contracting and governing body for any NaCTSO activity.
(E) The Recipient has a requirement for the Course, , and has requested that the Authority provide such to the Recipient.
(F) The Authority is willing for the requested Course to be supplied and can pursuant to Section 15 of the Police Reform and Social Responsibility Act 2011.
(G) The parties have agreed that the Authority shall provide the requested Course to the Recipient on the terms set out in this Agreement.
It is agreed as follows:
1. Definitions and interpretation
1.1 In this Agreement, unless the context otherwise requires, the following words have the following meanings:
these terms and conditions;
any equipment, including tools, systems, cabling or facilities provided by the Authority and used directly or indirectly in the supply of the Course;
date of recorded acceptance of this Agreement;
the Commissioner of Police of the Metropolis;
all identifiable methodology, know-how, experience, data, databases, flow charts, reports, tables or other material produced in relation to this Agreement (including the negotiations leading to it) and any other information of whatever kind (whether commercial, technical, financial, operational or otherwise, whether communicated verbally, in writing or in any other form and whether or not expressly stated to be confidential) relating to a party including its operations, business, goods, suppliers and customers;
in relation to a body corporate means the power of a person (or persons acting in concert with him) to secure directly or indirectly that the affairs of that body are conducted in accordance with the wishes of that person (and any persons acting in concert with him), whether by means of the exercise of voting power or any other contractual right, or otherwise;
means the employees of representatives of the Recipient who are chosen by the recipient to complete the Course in person;
all documents, goods and materials created by or on behalf of the Authority in the course of providing the Course which are to be delivered to the Recipient;
"the Disclosing Party"
for the purposes of Clause 8, the party disclosing Confidential Information and/or to whom Confidential Information relates;
any actual or threatened event or combination of events which because of its nature or magnitude justifies in the judgement of the Commissioner the redeployment of all or any of the Personnel at any time to the policing of the event or events in question and such an event shall include:
1. an act of war;
2. an act of terrorism;
3. a fire, flood or other natural catastrophe of exceptional magnitude or severity;
4. an accident of exceptional magnitude or severity;
5. a riot or disturbance of exceptional magnitude or severity;
6. a public order event of exceptional magnitude or severity.
"Environmental Information Regulations"
the Environmental Information Regulations 2004 together with any guidance and/or codes of practice issues by the Information Commissioner or relevant Government department in relation to such regulations;
"Exigencies of Duty"
as defined by the Police Negotiating Board being “a pressing demand, need or requirement is perceived but is not reasonably avoidable and necessitates a change of roster”;
1 year from the first day of delivery of the first Course.;
the Freedom of Information Act 2000 and any subordinate legislation made under that Act from time to time together with any guidance and/or codes of practice issued by the Information Commissioner or relevant Government department in relation to such legislation;
a holding company within the meaning ascribed to that expression by section 1159 of the Companies Act 2006;
has the meaning given under section 84 of the Freedom of Information Act 2000;
"Intellectual Property Rights"
means all patents, trade marks, designs, copyright, database rights, semi-conductor topography rights, inventions, trade secrets and other Confidential Information, know-how, business names and all other intellectual property rights of a similar nature in any part of the world, whether registered, registerable or not and including all applications and the right to apply for any of the foregoing rights and the right to sue for past infringements of any of the foregoing rights;
any damages, liabilities, claims, demands, proceedings, actions, costs, charges, losses and/or expenses (including legal and other professional fees);
the Authority's and/or the Commissioner's employees, officers, subcontractors and consultants through whom the Authority delivers the Course.
a member of staff or professional advisor to the Receiving Party who has a legitimate need to receive and consider particular Confidential Information for the purposes of the Receiving Party exercising its rights and/or performing its obligations under this Agreement;
all documents, information and materials provided by the Authority relating to the Course or Materials which existed prior to the Commencement Date;
the party receiving Confidential Information from or relating to the Disclosing Party;
any equipment, including systems, cabling or facilities provided by the Recipient and used directly or indirectly in the supply of the Course;
any representative/student from the Recipient being in direct receipt of the Course
"Request for Information"
a request for Information or an apparent request under the Code of Practice on Access to Government Information, FOIA or the Environmental Information Regulations regarding the subject of this Agreement;
1.2 In this Agreement, unless the context otherwise requires:
1.2.1 any reference to a statute or Code of Practice or a provision of a statute or Code shall be construed as a reference to that statute, Code or provisions as amended, re-enacted or extended at the relevant time;
1.2.2 any reference to a person shall be construed as a reference to any person, firm, company, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) or one or more of the foregoing;
1.2.3 any reference to the singular shall include the plural and vice versa;
1.2.4 any reference to the masculine gender shall include the feminine and neuter and vice versa;
1.2.5 the table of contents and headings are inserted for ease of reference only and shall not affect the construction of this Agreement;
1.2.6 references to any party to this Agreement include its successors-in-title and permitted assignees;
1.2.7 any reference to "written" or "writing" includes faxes, emails or other transitory forms;
1.2.8 any phrase introduced by the terms "include", "including", "particularly" or "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2. Commencement and Term
2.1 This Agreement shall commence upon the Commencement Date.
2.2 This Agreement shall (subject to earlier termination in accordance with its terms) terminate automatically without notice on the Expiry Date.
3. Provision of Course
3.2 The Authority shall be under no obligation to provide the Course upon request if the Authority does not have the capacity to deliver the requested at the requested time.
3.3 The Authority and Recipient shall agree Course delivery via email. The Authority shall use reasonable endeavours to meet any dates agreed between the parties, but any such dates are estimates only and time shall not be of the essence for performance of the Agreement.
3.11 The Authority shall obtain and maintain all necessary licences and consents and comply with all relevant legislation, laws and regulations in relation to the Course.
4. Recipient Obligations
4.1 The Recipient must be an entity approved by the Authority to enter into this Agreement and accordingly must meet the criteria provided by the Authority, which may be amended from time to time without notice.
4.5 The Recipient shall not provide the Course to any body that is not directly linked to the Recipient.
4.7 During the term of the Agreement both the Recipient (and the Delegates) may be exposed to confidential information in respect of, but not limited to, the Authority. The Recipient acknowledges the application of the Official Secrets Act 1911 to 1989 (or any statutory re-enactment thereof) to this Agreement and agree to take appropriate steps to remind their staff of their obligation in this respect.
4.8 The Recipient shall:
4.8.1 co-operate with the Authority in all matters relating to this Agreement;
4.8.2 provide to the Authority, in a timely manner, such information and assistance as the Authority may reasonably require in order to deliver the Course and ensure that any information provided is accurate in all material respects;
4.8.6 ensure that all Recipient Equipment is in good working order and suitable for the purposes for which it is used for the delivery of the Course and conforms to all relevant United Kingdom standards or requirements;
4.10 The Recipient shall not, without the prior written consent of the Authority, at any time from the Commencement Date to 13 months after the Expiry Date, solicit or entice away from the Authority or employ (or attempt to employ) any member of the Personnel.
5. Charges and Payments
5.1 For the avoidance of doubt, there will be no charge for the provision of the Course by the Authority.
6. Intellectual Property Rights
6.1 As between the Recipient and the Authority, all Intellectual Property Rights and all other rights in the ACT Awareness eLearning shall be owned by the Authority. Subject to Clause 6.3, the Authority licenses all such rights to the Recipient free of charge and on a perpetual and non-exclusive basis to such extent as is necessary to enable the Recipient to make reasonable use of the Course which is:.
6.1.1 the use in a whole and an unadulterated form the ACT Awareness eLearning within their own organisation; and
6.1.2 the use of the name CTP, ACT (Action Counters terrorism) and ACT Awareness eLearning to market the delivery of ACT Awareness eLearning to any employee, contractor, volunteer or member of the Recipient’s organisation.
6.2 Except as expressly permitted by this Agreement, the Recipient shall not:
6.2.1 use the ACT Awareness eLearning in its own products or services; or
6.2.2 redistribute the ACT Awareness eLearning in whole or in part.
6.3 The Recipient acknowledges that, where the Authority does not itself own some or all of the Pre-existing Materials, the Recipient's use of rights in Pre-existing Materials is conditional on the Authority obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle the Authority to license such rights to the Recipient and that use of third party Pre-existing Materials shall be subject to such additional licence terms, and which a copy will be provided to the Recipient.
6.4 The Authority undertakes to defend the Recipient from and against any claim or action that the possession, use, development, modification or maintenance of the Materials and/or Deliverables (or any part thereof) infringes the Intellectual Property Rights of a third party (“Claim”) and shall fully indemnify and hold harmless the Recipient from and against any losses, damages, costs (including all legal fees) and expenses incurred by or awarded against the Recipient as a result of, or in connection with, any such Claim.
6.5 Subject to Clause 6.4, if any third party makes a Claim, or notifies an intention to make a Claim against the Recipient, the Recipient shall:
6.5.1 as soon as reasonably practicable, give written notice of the Claim to the Authority, specifying the nature of the Claim in reasonable detail;
6.5.2 not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Authority (such consent not to be unreasonably conditioned, withheld or delayed);
6.5.3 at the Authority’s expense, give the Authority and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Recipient, so as to enable the Authority and its professional advisers to examine them and to take copies for the purpose of assessing the Claim; and
6.5.4 subject to the Authority providing security to the Recipient to the Recipient's satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, take such action as the Authority may reasonably request to avoid, dispute, compromise or defend the Claim.
7. Liability and Limitations
7.1 Subject to clauses 6.4 and 7.3, the parties agree that any Losses of the Recipient arising out of or in connection with the performance or non-performance of this Agreement shall be the sole responsibility of the Recipient.
7.2 Subject to clauses 6.4 and 7.3, the Recipient agrees that neither the Authority nor the Commissioner shall be under any liability to the Recipient in respect of any Losses arising under this Agreement or out of or in connection with the performance or non-performance of this Agreement and irrespective of whether such Losses are the result of any act or omission (whether deliberate, negligent or otherwise) on behalf of the Authority, Commissioner, the Personnel or any other person for whom the Authority or the Commissioner are otherwise liable.
7.3 Nothing in this Agreement will operate to limit or exclude the liability of either Party or the Commissioner for:
7.3.1 criminal acts or omissions (including but not limited to fraud or fraudulent misrepresentation):
7.3.2 death or personal injury caused by negligence;
7.3.3 breach of clause 6 (Third Party Intellectual Property Rights);
7.3.4 breach of clause 8 (Confidential Information);
7.3.5 breach of clause 9 (Data Protection); or
7.3.6 any other liability which cannot be lawfully limited or excluded.
7.8 The Authority is not responsible for any aspects of ongoing learning and development of any Delegate.
7.9 The Authority is not responsible, and has no liability, for any actions or in-actions of the Recipient or any Delegate when using the Materials or any aspect of the Courses.
7.10 The Authority does not endorse any activity of the Recipient
7.11 The Authority has no contracted involvement in the marketing or promotion of the Course to any employee, worker or member of the Recipient.
7.12 The Authority has no contracted obligation in the marketing or promotion of the fact that any employee, worker or member of the Recipient has attended the Course
7.13 All warranties, conditions and terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement. For the avoidance of doubt, in respect of the Course, the Recipient understands that the Course is an awareness initiative and as such, has no assessment or accreditation
7.14 The provision of this clause 7 shall survive the expiry or termination of this Agreement.
8. Confidential Information
8.1 The Receiving Party undertakes to the Disclosing Party that:
8.1.1 it shall treat and safeguard as private and confidential all Confidential Information;
8.1.2 it shall use only use the Confidential Information to the extent that such use is necessary for the purposes of performing its obligations or exercising its rights under this Agreement;
8.1.3 it shall not at any time disclose or reveal any part of the Confidential Information to any person other than a Permitted Recipient;
8.1.4 it shall ensure that each Permitted Recipient to whom Confidential Information is to be disclosed is made aware of and complies with confidentiality obligations equivalent to those imposed by this Clause 8;
8.2 The provisions of Clause 8.1 above shall not apply to any Confidential Information to the extent that such Confidential Information:
8.2.1 is publicly available or becomes publicly available through no act or omission of the Receiving Party;
8.2.2 was created independently by the Receiving Party as demonstrated by documentary evidence to the reasonable satisfaction of the Disclosing Party.
8.2.3 is required to be disclosed by law or by order of a court of competent jurisdiction or other competent authority.
9. Data Protection
9.1 For the purposes of this Clause 9, the expressions "personal data" and "process" shall have the meanings given to them in the Data Protection Act 1998.
9.2 To the extent that the either party is required to process personal data on behalf of the other party for the purposes of performing its obligations under this Agreement, that party shall:
9.2.1 process personal data only in accordance with instructions from the other party and in accordance with all applicable privacy and data protection laws (including the Data Protection Act 1998 and, when applicable, the General Data Protection Regulation), as well as any other applicable regulations and directives;
9.2.2 process personal data only to the extent, and in such manner, as is necessary for the performance of its obligations under this Agreement;
9.2.3 implement appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure and shall ensure that these measures are appropriate taking into account the harm which might result from any unauthorised or unlawful processing, accidental loss, destruction or damage to the personal data and having regard to the nature of the personal data which is to be protected;
9.2.4 not transfer any personal data outside of the European Economic Area without the prior written approval of the other party; and
9.2.5 return the personal data to the other party on termination of this Agreement.
10. Freedom of Information and Transparency
10.1 The Recipient acknowledges that the Authority is subject to the requirements of the FOIA and the Environmental Information Regulations and shall assist and cooperate with the Authority to enable the Authority to comply with its Information disclosure obligations.
10.2 The Recipient shall:
10.2.1 transfer to the Authority all Requests for Information that it receives regarding the subject of this Agreement, as soon as practicable and in any event within two working days of receiving a Request for Information;
10.2.2 provide the Authority with a copy of all Information in its possession, or power in the form that the Authority requires promptly of the Authority's request; and
10.2.3 provide all necessary assistance as reasonably requested by the Authority to enable the Authority to respond to the Request for Information within the time for compliance set out in section 10 of the FOIA or regulation 5 of the Environmental Information Regulations.
10.2.4 The Authority shall be responsible for determining in its absolute discretion and notwithstanding any other provision in this Agreement or any other agreement whether any Information is exempt from disclosure in accordance with the provisions of the FOIA or the Environmental Information Regulations.
10.3 In no event shall the Recipient respond directly to a Request for Information regarding the subject of this Agreement unless expressly authorised to do so by the Authority.
10.4 The Recipient acknowledges that the Authority may be obliged under the FOIA or the Environmental Information Regulations to disclose information concerning the Recipient or this Agreement:
10.4.1 in certain circumstances without consulting the Recipient; or
10.4.2 following consultation with the Recipient and having taken their views into account;
10.4.3 provided always that where 10.5.1 applies the Authority shall take reasonable steps, where appropriate, to give the Recipient advanced notice, or failing that, to draw the disclosure to the Recipient’s attention after any such disclosure.
10.5 The Recipient acknowledges that the Authority is subject to the Elected Local Policing Bodies (Specified Information) Order 2011. The Recipient gives consent to the Authority to publish the contents of this Agreement and information regarding amounts paid by the Recipient under this Agreement (the Agreement Information). The Authority in its absolute discretion may redact all or part of the Agreement Information prior to its publication. The Authority shall make the final decision regarding publication and/or redaction of the Agreement Information.
11. Corruption, Gifts and Payment of Commission
11.1 Neither party shall:
11.1.1 offer to give or agree to give to any person employed by, appointed by or representing the other party any gift or consideration of any kind as an inducement or reward for doing or
forbearing to do or for having done or forborne to do any act in relation to the obtaining or execution of this Agreement or any other agreement with the other party, or for showing or forbearing to show favour or disfavour to any person in relation to this Agreement or any other agreement; and
11.1.2 enter into this Agreement or any other agreement with the other party in connection with which commission has been paid or agreed to be paid by it or on its behalf or to its knowledge, unless, before the agreement is made, particulars of any such commission and the terms and conditions of any agreement for the payment thereof have been disclosed in writing to the other party.
11.2 Any breach of this Clause by a party or by anyone employed by it or acting on its behalf (whether with or without its knowledge) or the commission of any offence by a party or by anyone employed by it or acting on its behalf under the Bribery Act 2010, in relation to this or any other agreement with the other party shall entitle the other party to terminate this Agreement and recover for any loss, liability, damage, cost or expense associated with such termination.
12.1 Either party may terminate this Agreement immediately by serving written notice to that effect on the other party if the other party commits a material breach of any of the provisions of this Agreement and in the case of a breach capable of remedy, fails to remedy that breach within 30 days after being served with a written notice specifying the breach and requiring it to be remedied.
12.3 The Authority may terminate this Agreement immediately by serving written notice to that effect on the Recipient if at any time any one or more of the following events occurs:
12.3.1 the Recipient makes any voluntary arrangement with its creditors or becomes bankrupt or enters administration or goes into liquidation (otherwise than for the purposes of solvent amalgamation or reconstruction); or
12.3.2 a security holder takes possession, or a receiver or administrative receiver is appointed, over all or any material part of the property or assets of the Recipient; or
12.3.3 anything analogous to any of the foregoing occurs to the Recipient under the law of any jurisdiction; or
12.3.4 the Recipient ceases to carry on its business or operation; or
12.3.5 an Emergency or Exigency of Duty arises and the Authority decides in its absolute discretion that it is necessary to terminate this Agreement.
12.4 The Authority may terminate this Agreement by giving written notice to the Recipient within 6 months of becoming aware that Control of the Recipient or any Holding Company of the Recipient has passed to any other person or persons, other than the person or persons in Control of the Recipient at the date of this Agreement, (unless the Authority has given its written consent before such transfer of Control).
13. Consequences of Termination
13.1 Termination or expiry of this Agreement shall be without prejudice to any other rights or remedies a party may be entitled to under this Agreement or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.
14. Relief Event
Neither party shall be liable for, or be deemed to be in breach of this Agreement as a result of, any delay in performing or failure to perform any of its obligations under this Agreement where that delay or failure is caused by any circumstances beyond the reasonable control of that party.
15. Exclusion of Third Party Rights
Nothing in this Agreement shall confer any rights on any person under the Contracts (Rights of Third Parties) Act 1999.
16. Entire Agreement
16.1 This Agreement shall constitute the entire agreement and understanding between the parties with respect to all matters which are referred to in it and the subject matter of it and shall supersede any previous agreement(s), prior drafts, undertakings, representations, warranties and arrangements of any nature whatsoever (whether or not in writing) between the parties in connection with the subject matter of this Agreement.
16.2 Each of the parties acknowledges and agrees that it has not been induced to enter into this Agreement in reliance upon, and in connection with this Agreement does not have any remedy and waives all rights in respect of, any warranty, representation, statement, agreement or undertaking of any nature whatsoever other than as expressly set out in this Agreement.
16.3 Nothing in this Agreement shall operate to limit or exclude any liability for any fraudulent misrepresentation or for any other matter in respect of which liability cannot lawfully be limited or excluded.
17.1 Subject to Clause 17.2 below, neither party shall be entitled to assign, sub-contract or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of the other party.
17.2 The Authority may novate this Agreement to any other body which substantially performs any of the functions that previously had been performed by the Authority. A change in the legal status of the Authority shall not affect the validity of this Agreement and this Agreement shall be binding on any successor body to the Authority.
18.1 No delay or failure on the part of either party in enforcing any provision in this Agreement shall be deemed to operate as a waiver or create a precedent or in any way prejudice that party's rights under this Agreement, nor shall any single or partial exercise of any right or remedy in any circumstances preclude any other or further exercise of it or the exercise of any other right of remedy.
18.2 The rights and remedies provided in this Agreement are cumulative and are additional to any rights or remedies provided by law.
19.1 If any provision in this Agreement is declared void or unenforceable by any court or other body of competent jurisdiction, or is otherwise rendered so by any applicable law, that provision shall to the extent of such invalidity or unenforceability be deemed severable and all other provisions of this Agreement not affected by such invalidity or unenforceability shall remain in full force and effect.
19.2 If any provision in this Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid and enforceable.
19.3 The parties agree, in the circumstances referred to clause 19.1 and if clause 19.2 does not apply, to attempt to substitute for any invalid or unenforceable provision a valid and enforceable provision which achieves to the greatest extent possible the same commercial effect as would have been achieved by the invalid or unenforceable provision.
No variation to this Agreement shall be effective unless made in writing and signed by authorised representatives of both parties.
Nothing in this Agreement shall constitute any partnership between any of the parties or be deemed to have created any relationship of agency between them and unless expressly stated in this Agreement neither party shall have the authority to contract on behalf of or otherwise bind the other in any way.
No public or press announcements, on any platform in any media, shall be made by the Recipient with regard to the existence or subject matter of this Agreement unless the text of such announcement is first approved and initialled by the Authority.
No part of the ACT Awareness eLearning including the name and logo of NaCTSO, CTP, ACT (Action Counters Terrorism), or ACT Awareness eLearning, shall be included in any announcement submitted for such approval.
23. Value Added Tax
All sums due under this Agreement are exclusive of Value Added Tax which (where applicable) will be paid to the Authority by the Recipient in addition to the sums due.
24.1 Any notice under this Agreement shall be in writing and shall be sent by pre-paid, recorded delivery post, hand delivery, fax or email to the address/number for the relevant party as stated in this Agreement or otherwise notified to the other party for this purpose. Any such notice shall be deemed to have been duly received (provided it was sent to the proper address/number):
24.1.1 if despatched by recorded delivery post - 48 hours from the time of posting (subject only to any delays caused by industrial action affecting the postal service);
24.1.2 if delivered by hand - at the time of actual delivery;
24.1.3 if despatched by email – at the time of actual delivery.
provided in each case that if the deemed receipt time occurs either on a day that is not a working day or after 5.00pm on a working day, then the notice shall not in fact be deemed to have been received until 10.00am on the next following working day (such times being local time at the address of the recipient).
25. Governing Law
This Agreement and any dispute or claim, including a dispute or claim of a non-contractual nature, arising under or in connection with this Agreement shall be governed by and construed in accordance with the law of England and Wales.
Any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales, to which each of the parties irrevocably submits.
On behalf of the Recipient, I am authorised to, and am entering into a legally binding agreement subject to these terms and conditions, on the date recorded at the point of my completion of the registration.
Highfield e-learning Limited TERMS AND CONDITIONS
“Content” means software, data, documents, text, video, audio or other content in the E-Learning Materials
“E-Learning Materials” means the ACT Awareness E-Learning learning course delivered by electronic means
“Highfield” Highfield e-learning Limited, Highfield Place, Shaw Wood Business Park, Shaw Wood Way, Doncaster DN2 5TB
Property” means: (i) any Intellectual Property Rights in the E-Learning Materials other than the MOPAC Intellectual Property; and (ii) any trade marks or other rights in or relating to the name HIGHFIELD or any logos or branding materials
Rights” means all intellectual and industrial property rights including patents, know-how, registered trade marks, registered designs, utility models, applications for and rights to apply for any of the foregoing, unregistered design rights, unregistered trade marks, rights to prevent passing off for unfair competition, copyright, database rights, topography rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and any other rights in any invention, discovery or process, in each case in the United Kingdom and all other countries in the world and together with all renewals and extensions
“MOPAC” MAYOR'S OFFICE FOR POLICING & CRIME of City Hall, The Queen’s Walk, More London, London SE1 2AA
“MOPAC Terms and
Conditions” the terms and conditions described as such above
Property” any Intellectual Property Rights created solely and independently by MOPAC in the E-Learning Materials, excluding any trade marks or other rights in or relating to the name HIGHFIELD or any logos or branding materials
“Purpose” accessing the E-Learning Materials in accordance with the MOPAC Terms and Conditions
A The Client has entered into the MOPAC Terms and Conditions which provides access to the Content (as described above) under certain circumstances.
B In consideration of The Client’s obligations under this Agreement, Highfield (as described above) has agreed to grant a licence to The Client to use Highfield Intellectual Property (as described above) on the terms set out below.
1.1 The term of the licence granted under this Agreement is subject to clause 1.2 and shall be for the period during which The Client is entitled to access the E-Learning Materials pursuant to the MOPAC Terms and Conditions.
1.2 Highfield shall be entitled to terminate this licence in the event of any breach by The Client of its obligations under this Agreement or if Highfield’s relationship with MOPAC is terminated.
2. Licence of Content
2.1 Subject to clause 2.2, Highfield hereby grants to The Client a non-exclusive, non-transferable, non-sub licensable licence to use the Content for the Purpose for the term of this Agreement subject to, and in accordance with, the terms of this Agreement. The Client acknowledges that, except as provided in this clause 2.1, it shall not use, copy, amend, transfer, charge or otherwise dispose of or encumber the Content or any of the Intellectual Property Rights in any of the Content, nor shall it grant, or purport to grant, any sub-licences of any of the rights granted under this Agreement.
2.2 The Client acknowledges and agrees that the licence in clause 2.1 relates to MOPAC Intellectual Property and any Intellectual Property Rights owned by third parties only to the extent that Highfield is free in law to license such Intellectual Property Rights for the Purpose.
2.3 Where Highfield does not itself own the Intellectual Property Rights in the Content, the licence granted under clause 2.1 to The Client is conditional on Highfield obtaining, and maintaining, a licence (or sub-licence) from the owner of such Intellectual Property Rights with the right to sub-license to The Client and that use of such Intellectual Property Rights shall be subject to any additional licence terms to be provided to The Client.
2.4 The Client acknowledges and agrees that, as between Highfield and The Client the Intellectual Property Rights in the Content are owned by Highfield and that this Agreement does not give The Client any rights of ownership of any of the Intellectual Property Rights relating to the Content as at the date of this Agreement or in the future.
2.5 The Client acknowledges and agrees that it will not change, amend or develop the Content in any way.
2.6 The Client shall display on the Content any notices, including any copyright or trade mark notices, as reasonably required by Highfield and shall not delete or remove any such notices from the Content.
2.7 Highfield cannot warrant or represent, and The Client acknowledges that Highfield does not warrant or represent:
2.7.1 that the Content is appropriate for any particular use by The Client; or
2.7.2 that the Content will remain appropriate to The Client’s needs; or
2.7.3 that the Content will operate correctly and/or as intended if The Client or any third party uses any application or tool to modify, upgrade, delete or add data in relation to the same, if that application, data or tool has not previously been approved or directed by Highfield, in each case, in writing.
2.8 Any warranties, conditions, obligations or implied terms which would otherwise be implied into the Agreement by statute, custom or at law (including, without limitation, any implied terms of fitness for purpose or relating to satisfactory quality) are excluded to the full extent permitted by law.
2.9 Subject to clause 2.10 of this Agreement, Highfield shall not be liable for any losses, costs, damages or expenses (whether direct, indirect, special, consequential or otherwise) that arise in contract, tort (including negligence), breach of statutory duty or otherwise which the Client or any other party may incur under or in connection with this Agreement.
2.10 Nothing in this Agreement limits or excludes the liability of Highfield for:
2.10.1 death or personal injury resulting from negligence; or
2.10.2 fraud or fraudulent misrepresentation; or
2.10.3 any other liability that is not permitted to be limited or excluded by law.
2.11 The Client shall provide Highfield with details of any complaints it has received relating to the Content together with reports on the manner in which such complaints are being, or have been, dealt with and shall comply with any reasonable directions given by Highfield in respect thereof.
2.12 The Client shall immediately notify Highfield in writing giving full particulars if any of the following matters come to its attention:
2.12.1 any actual, suspected or threatened infringement of any Intellectual Property Rights in the Content;
2.12.2 any claim made or threatened that the Content infringes the rights of any third party; or
2.12.3 any other form of attack, charge or claim to which any of the Intellectual Property Rights in the Content may be subject.
2.13 In respect of any claims arising in relation to or connected with this Agreement:
2.13.1 Highfield shall, at its absolute discretion, decide what action to take, if any;
2.13.2 Highfield shall have exclusive control over, and conduct of, all claims and proceedings;
2.13.3 The Client shall not make any admissions other than to Highfield and shall provide Highfield with all assistance that it may reasonably require in the conduct of any claims or proceedings; and
2.13.4 Highfield shall bear the reasonable cost of any proceedings and shall be entitled to retain all sums recovered in any action for its own account.
3.1 To the extent that there are any inconsistencies between this Agreement and the MOPAC Terms and Conditions, the terms of the Agreement shall prevail in relation to the ownership of Intellectual Property Rights or otherwise.
4. Entire Agreement
4.1 This Agreement contains all the terms which The Client and Highfield have agreed with respect to its subject matter and supersedes all previous agreements and understandings between them (whether oral or in writing) relating to such subject matter.
4.2 Each party acknowledges and agrees that it has not been induced to enter into this Agreement by a statement or promise which it does not contain.
5. Third Party Rights
5.1 For the purposes of the Contracts (Rights of Third Parties) Act 1999 the parties do not intend that any person who is not a party to this Agreement shall have any right to enjoy the benefit or enforce any of the terms of this Agreement.
6. Relationship of the Parties
6.1 Nothing in this Agreement, and no action taken by The Client or Highfield under this Agreement, shall create or be deemed to create a partnership or joint venture or relationship of employer and employee or principal and agent between the parties or authorise either party to make or enter into any obligations or commitments on behalf of the other.
7.1 No purported amendment or variation of this Agreement or any provision of this Agreement shall be binding on either party unless it is set out in writing, expressed to amend this Agreement and signed by authorised representatives of each of the parties.
8.1 The rights and remedies of each party under this Agreement:
8.1.1 may be exercised as often as necessary; and
8.1.2 are not intended to be exclusive of any other remedy except as expressly provided for in this Agreement and each and every remedy shall be cumulative and shall be in addition to every other remedy given in this Agreement or existing at law or in equity by statute or otherwise.
8.2 Subject to clause 8.3, delay in exercising or non-exercise of any right or remedy of a party under this Agreement shall not constitute a waiver of that right or remedy.
8.3 A waiver by either party of a breach of any provision of this Agreement shall not be considered as a waiver of a subsequent breach of the same or any other provision of this Agreement.
9.1 If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable then it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible that provision shall be deemed to be omitted from this Agreement and the validity and enforceability of the other provisions of this Agreement shall not be affected or impaired
10. Governing Law and Jurisdiction
10.1 The formation, existence, construction, performance, validity and all aspects whatsoever of this Agreement or any term of it and any issues, disputes or claims arising out of or in connection with it (whether contractual or non-contractual in nature) shall be governed by, and construed in accordance with, English law and the parties irrevocably agree that all disputes or claims arising out of or in connection with this Agreement (including its formation, enforceability, validity and interpretation) shall be subject to the exclusive jurisdiction of the English Courts save that Highfield may seek injunctive relief in any jurisdiction.