Terms & Conditions

Minimum Specification of PC’s

In order to run these courses, users’ PC’s must have the following minimum specification:

• Windows 98SE or later (Windows 2000 or Windows XP recommended plus any service packs)
• PIII500 processor or equivalent (1.2Ghz or greater recommended)
• 128MB RAM (256Mb recommended), with 64MB free
• Mouse
• 30MB Hard Disk space
• Sound card with speakers
• 32X CDROM drive (DVDROM recommended)
• Graphics card with 16 bit colour depth(32 bit colour depth recommended)
• Resolution of 800x600 pixels
• Dial-up connection to the internet (network or broadband recommended)
• Printer

In order to overcome firewalls, access needs to be allowed through the following: Port 80, IP address: 62.189.242.75

These terms and conditions apply to all orders accepted by Autavis. Distinction is made by these Terms and Conditions as to whether an agreement is entered into with a Private Individual or with a Business Customer dealing with Autavis Ltd in the course of their business.

Definitions

• Licence: means the rights licensed by the Licensor as set out in clause 1 below.
• Licensee: means the organisation, sole trader or Private Individual specified in the relevant order confirmation.
• Licensor: means Autavis Limited.
• Licence Fees: means those fees set out on the order form and on the website of the Licensor
• The Agreement: means these terms and conditions, the order form completed by the Licensee and the End User Agreement
• Programme: means the product specified in the order form(including any accompanying or ancillary materials supplied with such product).
• Private Individual: means a person who does not seek to contract in the course of their business.
• Business Customer: means a corporate entity dealing with the Licensor in the course of its business.
• Database: means the Licensor's training database and records system.
• Documentation: means the on-line / off-line documentation and CDs made available by the Licensor from time to time which provides instruction on how the Programme should be used (including instructions on uploading Licensee data to the website and creating and using user login’s and passwords as specified in the End User Agreement).
• Third Party: means any person other than the Licensor or the Licensee under this Agreement.
• Third Party Data: means any training records stored on the Licensor's Database that belong to a person other than the Licensee.
• Commencement Date: The date on which the Licensor accepts the Licensee's order. The Licensor will endeavour to ensure that the Licensee will be in receipt of all information necessary to use the Programme within two days of the Licensor's acceptance of the Licensee's order. Evaluation: means the supply of a product by the Licensor to the Licensee to enable the Licensee to determine whether the product is suitable for the Licensee's needs.
• End User Agreement: means the further terms and conditions which apply to Business Customers entering into an agreement with the Licensor in the course of their business.

1. Licence terms

In consideration of the Licensee entering into this Agreement and paying the Licence Fees to the Licensor, the Licensor grants to the Licensee a non-exclusive, non-assignable licence to access the Programme, the Database and the Documentation on the terms and subject to the conditions of this Agreement. The Programme, the Database and the Documentation shall be used by the Licensee solely for the Licensee’s own purposes in connection with its employee training or personal development.

Upon signature of this Agreement, the Licensor will establish the Licensee as an authorised user of the Programme and the Database and thereafter the Licensor may create individual and unique login identities and passwords to enable the Licensee to access the relevant parts of the Programme and Database which it is necessary for them to access in order to use the Programme in relation to the Licensee’s own employee training or personal development. It is the obligation of the Licensee to ensure that these login identities and passwords are not disclosed to third parties.

2. Permitted use

The Licensee must not use the Programme or Database for the training of Third Parties or any other private individuals, and the Licensee must not utilise the Database or attempt to utilise the Database to view any Third Party Data.

3. Evaluation copies

Where a Programme and/or a Database and/or Documentation is made available to the Licensee for the purposes of Evaluation , the Licensee may only use such products for Evaluation purposes and shall not use or make it available to any person except those involved in the Evaluation.

4. Orders and confirmation

Orders can be sent to the Licensor by telephone, by fax, by email or by post. The Agreement is made when the Licensor accepts and confirms the Licensee’s order. Private Individuals will receive confirmation of their orders by email. Business Customers will receive confirmation of their orders in writing by post or by fax.

5. Cancellation Rights

Under the Consumer Protection (Distance Selling) Regulations 2000, Licensees who obtain a Licence under this Agreement are entitled to a seven day cooling off period during which time they may cancel their order and receive a full refund of any monies paid. This seven day cooling off period commences when the Licensee receives confirmation of their order. Licensees lose this cancellation right, however, if they take the benefit of the Agreement and exercise their rights under the Licence before the expiry of the seven day period.

6. Price

The Licensee shall pay to the Licensor the Licence Fee current at the time of despatch of the product or as agreed in the End User Agreement. All quotes and prices provided by the Licensor to Business Customers are exclusive of VAT. All quotes and prices provided by the Licensor to Private Individuals are inclusive of VAT.

7. Payment terms – for both Private Individuals and Business Customers

The Licence Fee shall be paid in advance of access to the Programme being granted by the Licensor.

8. Additional Payment terms for Business Customers only

Any charges or fees payable by the Licensee hereunder in addition to the Licence Fee shall be paid within 30 days after the receipt by the Licensee of the Licensor's invoice or request for payment.

If any sum payable under this Agreement is not paid within 7 days after the due date then (without prejudice to the Licensor's other rights and remedies) the Licensor reserves the right to charge interest on such sum on a day to day basis (as well after as before any judgement) from the date or last date for payment thereof to the date of actual payment (both dates inclusive) at the rate of 3 per cent above the base rate of HSBC Bank PLC from time to time in force compounded quarterly. The Licensee shall pay such interest on demand.

9. Term– for Private Individuals

The Agreement shall commence on the Commencement Date and shall continue indefinitely unless it is terminated in accordance with clause 11.

10. Term– for Business Customers

The Agreement shall commence on the Commencement Date and shall continue for the period specified in the Schedule as defined in the End User Agreement, or until terminated in accordance with clause 11 or as otherwise provided in the Agreement, whichever is earlier.

11. Termination – for both Private Individuals and Business Customers

This Agreement may be terminated by either party giving to the other not less than 90 days notice in writing following the second anniversary of the Commencement Date. The Licensor may terminate this Agreement forthwith on giving notice in writing to the Licensee if: the Licensee commits any material breach of any term of this Agreement; or the Licensee shall have a receiver, administrator or administrative receiver appointed of it or over any part of its undertaking or assets or shall pass a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if the Licensee (or any part of it) shall enter into any voluntary arrangement with its creditors or shall become subject to an administration order or shall cease to carry on business.

Forthwith upon the termination of this Agreement the Licence shall terminate and the Licensee shall return to the Licensor the Documentation and all copies of the whole or any part thereof or, if requested by the Licensor, shall destroy the same and certify in writing to the Licensor that they have been destroyed. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. If an event occurs which entitles the Licensor to terminate this Agreement, the Licensor may, without prejudice to its other rights and remedies, suspend the Licensee’s access to the Programme and the Database for such time as the Licensor may deem appropriate in its absolute discretion.

12. Limitation of liability

The Licensee acknowledges that the Internet is not a secure environment and that it is not possible for either the Licensee or the Licensor to guarantee the integrity or security of any Licensee Data stored on the Programme and the Database nor any communication sent between the parties or a party and any Third Party using the Internet or that such communication will reach its intended destination within any time period (or at all).

13. Liability of the Licensor

Save in respect of (i) death and personal injury arising from the negligence of the Licensor and/or it’s employees (ii) fraudulent misrepresentation and (iii) other liabilities whose limitation is excluded or restricted by statute, the Licensor shall not be liable for any other loss or damage arising from or in any way connected with the supply, use or inability to use a Programme or any other product whether in contract, tort, negligence or under any statutory duty or otherwise including, without limitation, damages for loss of business profits, business interruption, loss of business information or any other pecuniary loss, even where the Licensor has been advised of the possibility of such a loss or damage.

14. Licensee’s remedies

The entire liability of the Licensor and the Licensee’s remedy shall be, at the Licensor's option, either the replacement of the product ordered or a refund of the fee paid for such a product.

15. Force Majeure

The Licensor will not be liable for any loss or damage sustained by the Licensee in the event that the Programme or any other product is not received by the Licensee on the due date by reason of war, riot, civil war, fire, flood or act of god, strikes, labour disputes, weather conditions, transport failure or other cause whatsoever beyond the Licensor's control.

16. Waiver Clause

If either party fails or delays in exercising a right under the contract, that shall not constitute a waiver of that or any other right or remedy provided for under the contract.

17. Severance Clause

If one of the clauses contained within this Agreement should be held as unenforceable or invalid by a court this shall not affect the validity of any other right or clause within the Agreement.

18. Assignment Clause

The Licensor may assign or transfer their obligations to a Third Party if it is deemed by the Licensor that such action will not result in any part of the Agreement becoming unenforceable or invalid. The Licensee may not transfer its obligations to a third party under any circumstances.

19. Variation of Terms Clause

The Licensor reserves the right to alter the terms and conditions contained within this Agreement by giving the Licensee no less than 90 notice in writing.

20. Entire Agreement Clause

These Terms and Conditions and the order form and, in the case of agreements with Business Customers the End User Agreement, constitute the entire agreement between the parties and supersede any previous agreement between the parties relating to the subject matter of this Agreement.

21. Governing Law Clauses

The terms and conditions contained within this Agreement are construed in accordance with the laws of England and Wales.

22. Intellectual Property

Copyright and all other intellectual property rights in any work created by or for the Licensor, together with the knowhow developed and/or utilised in preparing and/or providing the Programme, Database or Documentation, shall vest in the Licensor. The Licensee’s use of the Programme, Database and Documentation shall be by way of a nonexclusive, non-assignable Licence only and the Licensee shall not make copies of any such materials nor disclose or make them available to any Third Party.

23. Data Protection and Disclosure

The Licensor maintains registrations and takes all reasonable endeavours to comply with all requirements of the UK Data Protection Act 1998 and any regulation created under it. The Licensor will not disclose any of the Licensee's personally identifiable information except with the Licensee's permission or under special circumstances such as when it believes in good faith that the law requires disclosure or when the Licensor engages Third Parties to process data onits behalf.

Note to potential licensees:

Copyright

Please remember that Licensees cannot, except as expressly provided in this Agreement or as required to be permitted by law, use, copy, reproduce, dispose of, deal with, rent, lease, sub-licence, loan, modify, adapt, reverse engineer, or disassemble the whole or any part of the Programme, the Database, or the Documentation.

Licensees must not charge an admission fee to view the programmes or advertise their display outside their organisations. Licensees cannot transmit the Programmes over open or closed circuit television, cable or satellite systems without the permission of the Licensor.

£1000 reward

The Licensor will pay up to £1,000 for information leading to the successful prosecution of any person or organisation making copies of, or otherwise infringing the copyright in, any of its Programmes, Databases or Documentation.