IMPROVE's Terms and Conditions

Updated: March 2023

If you are using IMPROVE, then your company has given consent to these terms.

IMPROVE : End User licence agreement

This is your End User Licence Agreement for IMPROVE. Please read this carefully before using the IMPROVE service and you may want to retain a copy for your records. When you accept these terms, you confirm that you are duly authorised on behalf of the Client to place an order for IMPROVE subject to the terms and conditions set out below. You also warrant that the information submitted in signing up is correct and accurate to the best of your knowledge.

A: PROPERTY OF IMPROVE FOLLOWING ACCEPTANCE OF THIS END USER LICENCE AGREEMENT YOU MAY ACCESS AND USE THE IMPROVE SOFTWARE THROUGH OUR SERVER. THE COPYRIGHT, DATABASE RIGHTS AND ANY OTHER INTELLECTUAL PROPERTY RIGHTS IN THE PROGRAMS AND DATA WHICH CONSTITUTE THIS SOFTWARE PRODUCT, ARE AND REMAIN THE PROPERTY OF IMPROVE PRODUCTIONS LTD (‘IMPROVE’, ‘WE’, ‘US’ AND ‘OUR’).

B: LICENCE ACCEPTANCE PROCEDURE BY CLICKING ON THE ACCEPTANCE BUTTON DURING THE REGISTRATION PROCEDURE, YOU INDICATE ACCEPTANCE OF THIS END USER LICENCE AGREEMENT AND THE LIMITED WARRANTY AND LIMITATION OF LIABILITY SET OUT IN THIS END USER LICENCE AGREEMENT. SUCH ACCEPTANCE IS ON BEHALF OF ANY CORPORATE ENTITY WHICH EMPLOYS YOU OR WHICH YOU REPRESENT (‘CLIENT’). IN THIS END USER LICENCE AGREEMENT, ‘YOU’ INCLUDES BOTH THE READER AND ANY CLIENT. YOU SHOULD THEREFORE READ THIS END USER LICENCE AGREEMENT CAREFULLY BEFORE CLICKING ON THE ACCEPTANCE FIELD. IF YOU DO NOT AGREE TO THE TERMS OF THIS END USER LICENCE AGREEMENT, DO NOT USE THE WEBSITE OR THE SERVICE.

C: USER REJECTION IMPROVE MAY IN OUR ABSOLUTE DISCRETION REJECT YOUR COMPANY FROM USING THE IMPROVE SERVICE WITHIN 21 DAYS OF SUBMISSION, IN WHICH CASE YOU WILL BE NOTIFIED OF SUCH REJECTION BY E-MAIL AND SHALL BE REFUNDED ANY SUBSCRIPTION FEES PAID TO IMPROVE.

1.       Definitions

The following terms as used in this Agreement have the following meanings:

“Agreement” means this End User Licence Agreement which may be amended by IMPROVE from time to time in accordance with its terms;

"Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

"Card Details" means valid credit or debit card details provided by the Client for payment of the Fees;

“IMPROVE” means the Online Training platform managed by IMPROVE and provided through the Website and other properties;

“IMPROVE Technology” means all the proprietary technology used in delivering the Service (including the software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to the Client by IMPROVE in providing the Service;

“Client”, “you”, “yours” means the corporate entity or organisation ordering the Service(s);

“Client Data” means any data, information or material provided or submitted by or on behalf of the Client to IMPROVE and/or the Service or generated by the Service in the course of using the Service including but not limited to employee data held in the Service;

“Content” means the documents, software, materials, products and services contained or made available to the Client in the course of using the Service;

"Data Protection Legislation" means (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.

“Defect” means an error in the operation of the Service that causes the Service to fail to operate substantially as documented;

“Effective Date” means the date upon which this Agreement is accepted by the Client;

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights (including rights in computer software), trade marks, service marks, trade names, domain name rights, database rights, design rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;

“Law” means any applicable law (statutory, common or otherwise), legislation (primary or secondary), statutory provision, statutory instrument, constitution, treaty, convention, ordinance, equitable principle, code, directive, edict, decree, rule, order, requirement, regulation, guidance, executive order, or other similar authority issued, enacted, adopted, promulgated, implemented, applied, or otherwise put into legal effect by or under the authority of any governmental entity in any relevant jurisdiction;

"License Administrator(s)" means those Users who are authorised to administer the Client use of the Service;

"License Term" means the period during which the Client is licensed to use the Service pursuant to this Agreement, being the Initial Term together with any Renewal Terms;

"Initial Term" means the period of 36 months beginning on the date the Client first pays for the Service;

"Renewal Term" means each further period of 36 months for which this Agreement renews under clause 2;

"Trial Period" means the initial period of 14 days from the Effective Date;

"Period" means each period of one year within the License Term. The first Period begins on the date on which the Client first pays for the Service and each later Period begins on the anniversary of that date. Such date shall be recorded in the administration pages of the Service.

"Pricing Plan" means the schedule of fees and billing terms currently in force which can be viewed at: IMPROVE.online/pricing . IMPROVE may replace the Pricing Plan on 30 days prior written notice (including by email or though the Administration pages in the Service) and for the avoidance of doubt such new Pricing Plan may increase the Fees payable and/or introduce new Fees. A replacement Pricing Plan applies to Clients who first pay for the Service after it comes into force. It does not change the Fees payable by a Client for the remainder of that Client's Initial Term, which are fixed at the amounts in the Pricing Plan (or the Client's signed Master Service Agreement) in force when the Client first paid for the Service.

“Service(s)” means the online Human Resource services developed, operated, and maintained by IMPROVE (and its licensors, where applicable), or ancillary online or offline products and services provided to the Client by IMPROVE, to which the Client is being granted access under this Agreement, including the IMPROVE Technology and the Content;

“User(s)” means the Client’s employees, representatives, consultants, contractors or agents who are authorised to use the Service and have been supplied user identifications and passwords by the Client (or by IMPROVE at the Client's request); and

“Website” means IMPROVE.online

2.       Trial Period & Duration

The Services will be provided free of charge for the Trial Period only. Thereafter the Client will:

         i.            provide Card Details for payment of the Fees referred to, or

       ii.            at IMPROVE’s sole discretion arrange for the payment of Fees by invoice or direct debit

failing which IMPROVE may immediately cease provision of the Services

Once the Client has paid for the Service, this Agreement continues for the Initial Term of 36 months and then renews automatically for successive Renewal Terms of 36 months each, unless either party gives the other at least 90 days’ written notice of non-renewal before the end of the Initial Term or the then-current Renewal Term. The Services shall be provided throughout the License Term for so long as the Fees are paid as set out below, unless and until this Agreement is terminated in accordance with these terms and conditions.

3.       Privacy; Disclosure

IMPROVE's Privacy Policy in relation to the Client's use of the Service may be viewed at IMPROVE.online, and is incorporated into this Agreement by reference. IMPROVE reserves the right to modify its privacy policy in its reasonable discretion from time to time. With regard to any personal data input by or collected from the Client that may be stored or processed in the IMPROVE system, such data shall be stored and processed by IMPROVE in accordance with UK data protection legislation. Note that because the Service is a hosted, online application, IMPROVE occasionally may need to notify all Users of the Service of important announcements regarding the operation of the Service. The Client agrees that IMPROVE can disclose the fact that the Client is a user of the Service.

If you do not agree with IMPROVE's Privacy Policy then please do not use the Website or the Service.

4.       Registration

Upon signing up for the Service and at subsequent times as requested by IMPROVE, You agree to provide to IMPROVE your true, accurate, current, and complete personal name and/or business name, admin name, billing address, the addresses where the Service will primarily be used, email address, contact phone number, credit/debit card information, and other data which may be necessary to administer your account (collectively, “Registration Data”). You represent and warrant that the information you provide is accurate, current, and complete, and agree to promptly update any of the information if it changes.

If you provide Registration Data that is, or that IMPROVE suspects to be, false, inaccurate, not current, incomplete, fraudulent, or otherwise unlawful, IMPROVE has the right, in its sole discretion, to suspend or terminate the Service and refuse any and all current or future use of the Service by you, your business(es), affiliates and all users of your account. At all times, you shall maintain and promptly update Registration Data.

5.       Licence Grant and Restrictions

Subject to and conditional upon the Client's compliance with the terms of this Agreement, IMPROVE hereby grants to the Client a non-exclusive, limited, personal, revocable, non-transferable, right to use the Service, solely for the Client's own internal business purposes, subject to the terms and conditions of this Agreement.

All rights not expressly granted to the Client are reserved by IMPROVE and its licensors.

The Client may not access the Service if they are a direct competitor of IMPROVE or any of IMPROVE’s businesses or associated companies, except with IMPROVE’s prior written consent.

In addition, the Client may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. The Client shall not:

         i.            license, sublicense, sell, resell, transfer, assign, rent, lease, export, import, act as an intermediary or provider, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way;

       ii.            modify or make derivative works based upon the Service or the Content;

     iii.            create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or

     iv.            reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

The Client may use the Service only for internal business purposes and shall not (not authorise any third party to):

         i.            store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights;

       ii.            store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;

     iii.            interfere with or disrupt the integrity or performance of the Service or the data contained therein; or

     iv.            attempt to gain unauthorised access to the Service or its related systems or networks.

IMPROVE, in our sole discretion, reserves the right to add, remove, or modify features or functions, or to provide fixes, updates and upgrades, to IMPROVE and the Service. You acknowledge and agree that IMPROVE has no obligation to make available to You any subsequent versions of IMPROVE or the Service. In addition, you and IMPROVE acknowledge that no third-party has any obligation whatsoever to furnish maintenance or support services with respect to IMPROVE or the Service and that IMPROVE is solely responsible for the provision of maintenance and support as provided in this Agreement and to the extent such maintenance and support is required under applicable Law.

IMPROVE and the Service may be integrated with third party applications, websites, and services (“Third Party Services”) to make available content, products, and/or services to you. These Third Party Services may have their own terms and conditions of use and privacy policies and your use of these Third Party Services will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that IMPROVE does not endorse and is not responsible or liable for the behaviour, features, or content of any Third Party Services or for any transaction you may enter into with the provider of any such Third Party Services.

6.       The Client's Responsibilities

The Client is solely responsible for all activity occurring under their User accounts and shall abide by all applicable Law in connection with their and their Users’ use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. The Client shall:

         i.            notify IMPROVE immediately of any unauthorised use of any password or account or any other known or suspected breach of security;

       ii.            report to IMPROVE immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by the Client or their Users; and

     iii.            not impersonate another IMPROVE User or provide false identity information to gain access to or use the Service.

You shall not use IMPROVE or the Service for any illegal, fraudulent, improper, or abusive purpose or in any way that interferes with IMPROVE’s ability to provide a high quality Service to other clients, prevents or restricts other clients from using the Service, or damages any of IMPROVE's or other clients’ property. If IMPROVE finds that you are using the Service for anything other than as permitted by this Agreement or for any of the prohibited uses in this Agreement, IMPROVE may at our sole discretion terminate your Service with immediate effect. Prohibited uses include, but are not limited to:

• Behaviour that is illegal, obscene, threatening, harassing, defamatory, libellous, deceptive, fraudulent, malicious, infringing, tortious, or invasive of another’s privacy.
• Harvesting or otherwise collecting information about others, including email addresses, without their consent or in breach of applicable data protection or privacy laws.
• Negligently, recklessly, knowingly, or intentionally transmitting any material that contains viruses, time bombs, Trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous.
• Transmitting any material that may infringe, misappropriate, or otherwise violate any third party's Intellectual Property Rights.
• Using the Service in any way that interferes with other clients’ and third parties’ use and enjoyment of the Service or use the Service in any manner which disrupts, prevents or restricts any other client from using the Service.
• Using or employing methods and/or devices that are designed or likely to take advantage of, bypass, exploit, or otherwise avoid the restrictions and limitations contained in this Agreement.

You further understand and agree that:

• You shall be solely liable for any transmissions sent through IMPROVE and the Service under your account, including the content of any transmission sent through the Service under your account.
• You will abide by all applicable IMPROVE policies, procedures, and agreements related to IMPROVE and the Service.

If we, in our sole discretion, consider you to be in breach of this Agreement, or likely to be in breach of this Agreement, we may take any action we think is necessary to protect IMPROVE, the Service and its users. We may:

         i.            withdraw your right to use IMPROVE and the Service;

       ii.            remove Client Data from IMPROVE;

     iii.            take legal proceedings against you;

     iv.            disclose any information to law enforcement authorities we think is necessary or as required by Law.

These actions are not limited and we may take any other action we reasonably deem appropriate.

As you will be submitting and providing Client Data which may contain the personal data (and potentially sensitive personal data (as such terms are defined under the Act)) of Users and third parties, you acknowledge and accept that you are solely responsible for obtaining all required consents, authorisations and permissions from such Users and third parties to enable you to provide such information to us and to grant to us the rights set forth in this EULA and the Privacy Policy. It is your responsibility to ensure that all such Users and third parties are aware of and accept the terms of this EULA and the privacy policy and that you have obtained explicit consent of Users to our processing any of their sensitive personal data in accordance with this EULA and the privacy policy. You may not provide us with any Client Data or other information containing personal data of Users or third parties unless and until you have obtained all necessary consents, authorisations and permissions to do so.

7.       Account Information and Data

IMPROVE does not own any of the Client Data. The Client, not IMPROVE, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data, and IMPROVE shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data.

In the event this Agreement is terminated (other than by reason of the Client's breach), IMPROVE shall advise the Client how it may retrieve the Client Data but it will be the sole responsibility of the Client to retrieve a copy of their Client Data within 30 days of termination after which time, to the extent permitted by applicable Law, IMPROVE may delete all such data.

IMPROVE reserves the right to withhold, remove and/or discard Client Data without notice for any breach by the Client without limitation. Upon termination by IMPROVE for any breach, the Client’s right to access or use Client Data immediately ceases, and IMPROVE shall have no obligation to maintain or store or forward any Client Data.

8.       Intellectual Property Ownership

You hereby grant to IMPROVE a perpetual, worldwide, royalty-free, fully paid-up, non-exclusive, non-transferable (except in connection with an assignment of this Agreement) licence to copy, store, share, record, transmit, display, view, print, and use Client Data to the extent required to provide or IMPROVE IMPROVE and the Service and in accordance with our privacy policy.

IMPROVE alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the IMPROVE Technology, the Content, and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Client or any other party relating to the Service. This Agreement is not a sale and does not convey to the Client any rights of ownership in or related to the Service, the IMPROVE Technology or the Intellectual Property Rights owned by IMPROVE. The IMPROVE name, the IMPROVE logo, and the product names associated with the Service are trade marks of IMPROVE or third parties, and no right or licence is granted to use them.

You are only entitled to the limited use of the rights expressly granted to you in this Agreement. You will not take any action to jeopardise, limit, restrict or interfere with IMPROVE’s Intellectual Property Rights or do any other action or thing which otherwise has the effect of jeopardising, limiting, restricting or interfering with IMPROVE’s ownership or use of such Intellectual Property Rights. You acknowledge and agree that any unauthorised use of the IMPROVE Technology and the Content is a breach of this Agreement, as well as a breach of applicable intellectual property laws. You acknowledge and understand that all title and rights in and to any third party content that may be accessed through IMPROVE or the Service is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.

9.       Fees and Renewal

If the Client wishes to continue with the Service after the Trial Period the Client must provide Card Details, or obtain the permission of IMPROVE to pay by invoice or direct debit. The provision of any such Card Details, either upon the Effective Date or subsequently, shall be the Client's authorisation to charge all Fees to those Card Details.

Fees are payable annually in advance. The Fees for the first year of the Initial Term, together with any one-off IMPROVE Launch Programme fee, are payable when the Client first pays for the Service, and the Fees for each later year are payable on or before the anniversary of that date. The Fees for each year of the Initial Term are the amounts stated in the Pricing Plan (or the Client's signed Master Service Agreement) in force when the Client first paid for the Service. IMPROVE collects the Fees:

         i.            by charging the Client’s card using the Card Details, or if agreed

       ii.            by invoice, payable within 30 days, or by direct debit from the Client’s bank account.

All payment obligations are non-cancellable and all amounts paid are non-refundable. The Client is responsible for paying for all Services ordered for the entire License Term. If the Client wishes to amend the number of employees with access to the Service the Client must make any such amendment through the Administration pages in the Service or by contacting IMPROVE, and a pro-rata payment for the remainder of the current Period will be due immediately.

Fees for other services will be charged on an as-quoted basis.

IMPROVE’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and the Client shall be responsible for payment of all such taxes, levies, or duties.

All pricing terms are confidential, and the Client agrees not to disclose them to any third party.

The Client warrants that it has provided IMPROVE with complete and accurate billing and contact information. The Client agrees to provide IMPROVE with updated information within 30 days of any change to it through the Client's Administration Page in the Service. If the contact information the Client has provided is false or fraudulent, IMPROVE reserves the right to terminate access to the Service in addition to any other legal remedies.

IMPROVE is only available to corporate entities or organisations and all billing will be in £ sterling.

If the Client believes their bill is incorrect they must notify IMPROVE in writing within 30 days of the date of the disputed invoice, following which IMPROVE shall assess whether any adjustment or credit is due.

Non-Payment and Suspension

In addition to any other rights granted to IMPROVE herein, IMPROVE reserves the right to suspend or terminate this Agreement and the Client's access to the Service if their account falls into arrears. If any sum payable under this Agreement is not paid within 7 days after the due date or any payment is rejected revoked or refused then (without prejudice to the Company's other rights and remedies) IMPROVE reserves the right to suspend the provision of any Services being rendered and to delete all Client preferences and settings in relation to the IMPROVE system as set up for the Client and/or to charge interest which shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over LIBOR from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

Such interest shall be paid on demand by the Client.

IMPROVE reserves the right to impose a reconnection fee in the event the Client is suspended and thereafter requests access to the Service.

Termination Upon Expiration

This Agreement will automatically expire at the end of the Trial Period unless the Client has paid for the Service, provided Card Details or obtained IMPROVE’s permission to pay by invoice or direct debit.

Termination By Notice

This Agreement continues for the Initial Term and renews automatically for successive Renewal Terms of 36 months. Either party may prevent it renewing by giving the other at least 90 days’ written notice before the end of the Initial Term or the then-current Renewal Term, in which case this Agreement terminates at the end of that term. The Client may give notice by email to info@improve.online. Notice given later than 90 days before the end of a term takes effect at the end of the following term.

IMPROVE may terminate this Agreement if IMPROVE decides to withdraw the Service (whether on a temporary or permanent basis) or decides to no longer permit access to the Service by the Client (by use of passwords or changes of passwords or by any other means). No refunds shall be due in cases in which Clients have paid for but not received Services.

Termination for Cause

IMPROVE may terminate this Agreement if the Client commits any material, or persistent, breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of being notified of the breach. Without limit to the generality of the foregoing any breach of the Client's payment obligations or unauthorised use of the IMPROVE Technology or Service will be deemed a material and irremediable breach of this Agreement.

Termination Consequences

Upon any termination or suspension of your account, IMPROVE may immediately deactivate or delete your account and all related information and files in your account and/or restrict any further access to such files, information, or Service.

IMPROVE shall not be liable to you or any third party for any reason for terminating or suspending your use or access to IMPROVE or the Service.

The provisions of this Agreement relating to intellectual property ownership, Client representations and warranties, confidentiality, use policies and restrictions, storage of user information, publicity rights, payment terms, indemnification, force majeure, warranty disclaimers, limitations of liability, notices, assignment, modifications, interpretation, dispute resolution and choice of law shall survive termination or expiration of this Agreement for the maximum term allowable by Law.

Within 14 days of the termination of the contract the Client must pay to IMPROVE in full and without set off:

         i.            the Fees due up until the date of such termination, and

       ii.            any other sums due under this Agreement.

Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced

Excess Data Storage Fees

Disk maximum storage space allowance provided to the Client is at the sole discretion of IMPROVE and IMPROVE reserves the exclusive right to amend this at any time without notice.

10.   Representations and Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

IMPROVE represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially as documented under normal use and circumstances. The sole remedy for breach of this warranty shall be correction of any Defects by IMPROVE within a reasonable time from notification by the Client of the Defect that constitutes such a breach, providing that such remedial work is commercially practicable, and the Client provides all the information that may be necessary to assist IMPROVE in resolving the Defect, including sufficient information to enable IMPROVE to recreate the Defect.

You represent, warrant and undertake to IMPROVE that:

         i.            the Client Data you provide or make available is accurate, current, and complete, and agree to promptly update any of the information if it changes;

       ii.            you have obtained all rights, licences and consents necessary to grant the licences to IMPROVE pursuant to this Agreement;

     iii.            the Client Data will not infringe the rights of any third party, including any Intellectual Property Rights, rights in confidential information or rights in privacy;

     iv.            you have obtained all necessary permissions and consents from any persons associated with or identifiable from the Client Data (including the Users);

       v.            your provision of the Client Data is made in compliance with all applicable Law and the processing and use of such Client Data by or on behalf of IMPROVE shall not cause IMPROVE to breach any applicable Law or infringe the rights of any third party.

11.   Confidential Information

IMPROVE will use its reasonable commercial endeavours to keep all Client Data confidential, providing that Client Data may be disclosed to IMPROVE’s employees, representatives, consultants, contractors or agents (who in turn will be legally bound to keep the Client Data confidential). The obligation to keep the Client Data confidential will not apply to any information that:

         i.            is already known to the public; or

       ii.            is required to be disclosed by Law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction, providing that IMPROVE will give the Client notice of the requirement to disclose of that disclosure as soon as practicable.

12.   Indemnification

The Client shall indemnify and hold IMPROVE, its licensors and each such party’s parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with:

         i.            a claim alleging that use or disclosure of the Client Data infringes the rights of, or has caused harm to, a third party (including the Users);

       ii.            a claim, which if true, would constitute a violation by the Client of their representations and warranties under this Agreement; or

     iii.            a claim arising from the breach by the Client or their Users of this Agreement.

In connection with a claim for indemnification pursuant to this Clause 12, IMPROVE shall:

         i.            give written notice of the claim promptly to the Client;

       ii.            give the Client sole control of the defence and settlement of the claim (provided that the Client may not settle or defend any claim unless they unconditionally release IMPROVE of all liability and such settlement does not affect IMPROVE’s business or Service);

     iii.            provide to the Client all reasonably relevant and available information and assistance; and

     iv.            not compromise or settle such claim, without your consent.

13.   Disclaimer of Warranties

IMPROVE and its licensors do not guarantee that:

         i.            IMPROVE or the Service will operate error free or without interruption;

       ii.            all program defects in relation to the Services will be corrected; or

     iii.            IMPROVE or the Service will operate with any hardware, software, system or data not identified in the ordering process.

All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of satisfactory quality, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable Law by IMPROVE and its licensors. IMPROVE makes no representations or warranties that the Service is free of rightful claims of any third party for infringement or misappropriation of intellectual property or other proprietary rights.

In addition, IMPROVE makes no representation nor does it warrant, endorse, guarantee, or assume responsibility for any Third Party Services (or the content thereof).

Although every effort is made to ensure that data transmissions of Client Data are secure, IMPROVE makes no guarantees of security.

14.   Internet Delays

IMPROVE’s Service may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. IMPROVE is not responsible for any delays, delivery failures, or other damage resulting from such problems.

15.   Force Majeure

In this Agreement, “force majeure” shall mean any cause preventing IMPROVE from performing any or all of IMPROVE’s obligations which arise from or are attributable to acts, events, omissions or accidents beyond IMPROVE’s reasonable control including without limitation strikes, lock-outs or other industrial disputes, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, interruption or failure of utility service, including but not limited to electric power, gas or water or default of suppliers or sub-contractors. IMPROVE shall not be in breach of this Agreement if it is subject to a force majeure event, provided that it uses reasonable endeavours to notify you in writing of the nature and extent of the force majeure event causing IMPROVE’s failure or delay in performance. If the force majeure event prevails for a continuous period of more than 2 months, the Client may terminate this Agreement by giving 14 days’ written notice to IMPROVE. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to IMPROVE’s rights in respect of any breach of this agreement occurring prior to such termination.

16.   Limitation of Liability

Nothing in this Agreement will exclude or limit IMPROVE’s liability for:

         i.            death or personal injury caused by IMPROVE's negligence;

       ii.            fraud or fraudulent misrepresentation; or

     iii.            any other liability which may not be excluded or limited under Applicable Law.

IMPROVE shall not be liable for any damages or losses as a result of a force majeure event, or from your or your Users’ use of a Third Party Service.

To the fullest extent permitted by Law, in no event shall IMPROVE or its affiliates be liable to you or any third party for indirect, incidental, consequential, or punitive damages of any kind whether arising under contract, warranty, tort (including negligence or strict liability), or any other theory of liability, even if IMPROVE has been informed in advance of such damages or such damages could have been reasonably foreseen by IMPROVE.

Without limiting the foregoing, IMPROVE shall not be liable for any of the following losses (whether direct, indirect, incidental or consequential):

         i.            any loss of profits or other economic advantage;

       ii.            any loss of data;

     iii.            any loss of goodwill; and/or

     iv.            any loss of anticipated savings, arising in respect of any representation, statement, act or omission in connection with this Agreement, whether the claim arises under contract, tort, misrepresentation or breach of statutory duty.

The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply in any and all circumstances.

17.   Notice

IMPROVE may give notice by means of electronic mail to the Client's e-mail address on record in IMPROVE 's account information. Such notice shall be deemed to have been given upon the expiration 12 hours after sending the email.

18.   Modification to Terms

IMPROVE reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time. Such modified terms and conditions will be issued or made available to the Client electronically via email or the Website and shall be deemed effective 12 hours after electronic delivery or notification. Continued use of the Service after any such changes shall constitute the Client’s consent to such changes.

19.   Assignment; Change in Control

This Agreement may not be assigned by the Client without the prior written approval of IMPROVE but may be assigned without the Client's consent by IMPROVE to:

         i.            a parent or subsidiary;

       ii.            an acquirer of assets; or

     iii.            a successor by merger.

Any purported assignment in violation of this section shall be void.

Any actual or proposed change in control of the Client that results or would result in a direct competitor of IMPROVE directly or indirectly owning or controlling 50% or more of the Client shall entitle IMPROVE to terminate this Agreement for cause immediately upon written notice.

20.   General

This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties agree that any dispute relating to its terms or subject matter shall be subject to the exclusive jurisdiction of the English courts.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

No joint venture, partnership, employment, or agency relationship exists between the Client and IMPROVE as a result of this Agreement or use of the Service.

The failure of IMPROVE to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by IMPROVE in signed writing authorised by a director of IMPROVE.

This Agreement together with IMPROVE privacy policy and any copyright notices on the Website comprises the entire agreement between the Client and IMPROVE in relation to the Service and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

Where the Client has entered into a signed Master Service Agreement with IMPROVE, that agreement governs the licence term, renewal, notice periods and Fees. Where there is any conflict between these terms and conditions and the signed Master Service Agreement, the Master Service Agreement prevails. These terms and conditions continue to apply to free trial accounts and to anything the signed Master Service Agreement does not cover.

21.   Third parties

For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.

22.   Acceptance of Agreement

By ticking the acceptance field during the registration process, you confirm acceptance of this End User Licence Agreement, which shall constitute a binding contract between IMPROVE and the Client, subject to the ability of IMPROVE within 21 days to reject the Client.

23.   Company information

Improve Production Ltd is incorporated under the laws of England, with company number 11320233.

IMPROVE’s registered address is:

Improve Productions Ltd

Space City, Dock

75 Exploration Drive

Leicester

LE4 5NU

Schedule One – Which browsers are supported by IMPROVE?

Supported Desktop Browsers

·         Internet Explorer (IE11)^

·         Microsoft Edge*

·         Mozilla Firefox*

·         Google Chrome*

·         Safari*

Supported Operating Systems

·         Microsoft Windows 8 and or higher**

·         OSX (Last two major releases)

·         Most Linux distributions

Supported Mobile Operating Systems

·         IOS 9

·         Android 6.0

Such browsers are supported on the following mobile operating systems:

·         IOS: Default browsers in version 9 and above

·         Android: Default browser in version 6.0 and above

Browser Settings

·         JavaScript must be enabled

·         Cookies must be enabled

·         Local Storage must be enabled

Browser Notes

*Microsoft Edge, Firefox, Chrome and Safari follow a continuous release policy that makes difficult to fix a minimum version. For this reason, following the market recommendation we will support the last 2 major version of each of these browsers.

**Note for Windows XP Users

Windows XP is no longer supported by its original vendor, Microsoft, but if your organisation has internal policies that have extended the use of Windows XP, IMPROVE recommends that your PCs be migrated to MS Windows 8 or above at your earliest convenience. If you are unable to upgrade your PCs at this time, we recommend installing the latest version of Google Chrome, as a temporary solution.

^Note for Internet Explorer 11

We will no longer support Microsoft Internet Explorer 11 in January 2020. As part of this process, IMPROVE will no longer offer maintenance and support related to issues with your platform that occur only on Internet Explorer 11 starting on July 31, 2019. Only critical issues related to your platform will be supported fixed by IMPROVE’s development teams, if necessary. In the meantime, we strongly encourage you to start moving you and your learners to one of our other supported browsers.

IMPROVE strongly recommends that clients maintain updated operating systems (both desktop and mobile) aligned to the latest release made available by the respective vendor.

Note about Flash Content

Please keep in mind that Flash content is not playable on iOS devices. Flash was deprecated on Android devices in 2012, and desktop browsers are going to deprecate it by 2020. When adding learning content to your courses, be sure to avoid adding Flash-based content (in SCORM or HTML training materials) because, most likely, the learning content will not be playable by learners using mobile devices and modern desktop browsers.