Terms and Conditions

Updated 19 January 2024

1. Interpretation

In these Terms & Conditions the following expressions shall have the following meanings:

Bribery means offering, promising or giving any financial or any other advantage to retain business

Client, You or Your means any person making use of the Learnerbly service

Client Agreement means the document headed "Learnerbly Client Agreement"

Content means all text, information, data, images, audio or video material in whatever medium or form provided by either You or Us

Data Protection Laws means all applicable data protection and privacy legislation in force from time to time in the UK including the EU General Data Protection Regulation (GDPR) 2016/679), the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any legislation and/or regulation which amends, replaces, re-enacts or consolidates them

Fees means the fees, if any, payable by the Client as set out in the Client Agreement

Intellectual Property Rights means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application for such rights), including copyright, know-how, confidential information, trade secrets, business names and domain names, trademarks, service marks, trade names, patents, petty patents, utility models, design rights, semi-conductor, topography rights, database rights and rights to sue for passing off

Learnerbly means the trading name of Enternships Limited, incorporated and registered in England with company number 06815520 whose registered office is at 30 Old Bailey, London, EC4M 7AU, United Kingdom

Learning Credits means prepaid credit purchased from Learnerbly by the Client which can be redeemed against the purchase of Learning Products on the Learnerbly platform, as described in Clause 14

Learning Product means a Non-Learnerbly Product that is purchased solely and exclusively for learning and development purposes

Malicious Code means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses

Marks means any and all trademarks, trade names, service marks, trade dress, logos, URLs or identifying slogans, whether or not registered

Non-Learnerbly Product means a software application or other product or service that is provided by a third party supplier and not by Learnerbly

Services means the products and services that are provided by Learnerbly

User means an individual user of a Service, to who We have supplied a user identification and password. Users may include, for example, Your employees, consultants, contractors and agents, and third parties with which You transact business

Virtual Card means a virtual card issued by a Virtual Card Issuer to You which is funded and used by You to purchase Learning Products

Virtual Card Agreement has the meaning given in Clause 13.2(a)

Virtual Card Functionality has the meaning given in Clause 13.1;

Virtual Card Issuer means a third-party service provider that issues a Virtual Card to You under a Virtual Card Agreement

We, Us or Our means Learnerbly

Your Data means electronic data and information submitted or collected and processed by or for You using the Services

2. Learnerbly's Responsibilities

2.1. Support Services

     We will:

     (a) provide Our standard customer support for the Services to You at no additional charge, including:

         (i) User support queries answered via our app chat service, for which the average response time is 15 minutes

     (b) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for:

          (i) planned downtime (of which We shall endeavour to provide at least 8 hours' electronic notice and which We shall schedule, to the extent practicable, during the weekend between 6:00 p.m. Friday and 3:00 a.m. Monday GMT time); and

        (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem, Internet service provider failure, Non-Learnerbly Product failure, or denial of service attack.

2.2. Protection of Your Data

     (a) We will maintain appropriate administrative, physical, and technical safeguards for the protection of the confidentiality, integrity and availability of Your Data.

     (b) Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except:
          (i) to provide the Services and prevent or address service or technical problems;

         (ii) as compelled by law in accordance with clause 6.3 (Compelled disclosure) below; or

       (iii) as You expressly permit in writing.

     (c) Learnerbly is a Data Controller registered with the Information Commissioner's Office for the purpose of the Data Protection Act 2018 (Registration Number Z2720747).

     (d) We will be responsible for the performance and conduct of Our employees and their compliance with Our obligations.

     (e) Learnerbly does not engage in Bribery, does not direct, authorise or knowingly permit any person who acts on its behalf or provides services to it, to engage in Bribery.

3. Use of Services

3.1. Client's Responsibility

You will:

     (a) be responsible for your Users' compliance with these Terms & Conditions;

     (b) manage records related to the legal basis for data processing (e.g. contracts with the data subject or consent records);

     (c) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data;

     (d) prevent unauthorised access to or use of Services, and notify Us promptly of any such unauthorised access or use;

     (e) use Services only in accordance with applicable laws and regulations.

3.2. Usage Restrictions

You will not:

     (a) make any Service available to, or use any Service for the benefit of, anyone other than You or Users;

     (b) sell, resell, license, sublicense, distribute, rent or lease any Service, or include any Service in a service bureau or outsourcing offering;

     (c) use a Service to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;

     (d) use a Service to store or transmit Malicious Code;

     (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein;

     (f) attempt to gain unauthorised access to any Service or its related systems or networks;

     (g) permit direct or indirect access to or use of any Service in a way that circumvents a contractual usage limit;

     (h) copy a Service or any part, feature, function or user interface thereof;

     (i) frame or mirror any part of any Service, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted by Us;

     (j) access any Service in order to build a competitive product or service; or

     (k) reverse engineer any Service (save to the extent such restriction is permitted by law).

3.3. Learning Budgets

Each employee will be allocated access to a learning budget to spend on learning resources via the Learnerbly platform for each budget cycle. This amount may be amended by your Learnerbly Administrator.

3.4. Modifications

We may modify aspects of the service from time to time, including adding, changing, or removing certain features or services, in order to improve the overall experience.

3.5. Removal of Content

     (a) If We are required by a third-party to remove Content from our marketplace, we will remove the Content and endeavour to replace it with a similar product.

     (b) If we receive information that Content provided by You via the Internal Content feature may violate applicable law or third-party rights, We may so notify You and in such event You will promptly remove such Content.

4. Fees and Payment

4.1. Fees

You will pay all fees as specified in the Client Agreement without offset or deduction by the method agreed in the Client Agreement, and in any case no later than the due date and in the currency stated on the invoice. Payment obligations are non-cancellable and fees paid are non-refundable.

4.2. Invoicing and Payment

     (a) All Learnerbly fees are exclusive of any local VAT or other taxes. If local VAT or taxes are due in addition to Learnerbly's fees these are also payable by the Client.

     (b) All invoices relating to this Client Agreement shall be sent to the registered billing address of the Client or such other address as may be notified by the Client to Learnerbly from time to time.

     (c) The invoice for your subscription fees is payable no later than 5 working days prior to your agreed go-live date (to be confirmed with our Customer Success team) on the Learnerbly platform.

     (d) The Client must have paid Learning Credits in advance of the go-live date to ensure we can enable access for users.

4.3 Overdue charges

     (a) If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies:

          (i) We may charge late interest on the outstanding balance at the rate of 5% per annum above the base rate for the time being of Barclays Bank Plc. Such interest shall accrue on a daily basis and be compounded quarterly.

          (ii) Learnerbly reserves the right to pause its fulfilment of the Services if Client invoices are not paid in full by their due date. Users may be informed of this pause via the Learnerbly platform.

     (b) Any orders placed for learning resources via Learnerbly are subject to availability.

     (c) Prices quoted on the Learnerbly site for third-party products and services are subject to change from time to time. By placing an order via Learnerbly You accept that the price payable may vary by up to £10 (or the equivalent currency value) of the price quoted. We will inform the User and obtain their prior consent if the price payable exceeds the price quoted by more than this amount.

     (d) License fees for access to the Learnerbly platform shall be invoiced and are payable in full in advance of the contract start date. Any additional users added during the contract term shall be invoiced on a monthly basis, payable for the remainder of the current billing cycle.

5. Proprietary Rights and Licenses

5.1 Reservation of Rights

Subject to the limited rights expressly granted hereunder, We reserve all of Our right, title and interest in and to the Services, including all of Our related Intellectual Property Rights. No rights are granted to You hereunder other than as expressly set forth herein.

5.2 License by You to host Your Data

You grant Us a worldwide, limited-term license to host, copy, transmit and display Your Data and program code created by or for You using a Service, as necessary for Us to provide the Services.

5.3 License by You to use feedback

You grant to Us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of the Services.

6. Confidentiality

6.1 Definition of Confidential Information

Confidential Information means all information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether orally or in writing. Your Confidential Information includes Your Data; Our Confidential Information includes any pricing information and information relating to the Services; and Confidential Information of each party includes these Terms & Conditions, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that:

     (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party

     (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party

     (c) is received from a third party without breach of any obligation owed to the Disclosing Party or

     (d) was independently developed by the Receiving Party.

6.2 Protection of Confidential Information

The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) not to use any Confidential Information of the Disclosing Party.

6.3 Compelled disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so.

7. Data Protection 

7.1 Learnerbly and the Client shall comply with their respective obligations under the Data Protection Laws, and references to Data Controller, Data Processor and Personal Data herein shall be interpreted as having the meanings defined within the Data Protection Laws.

7.2 Each of the Parties shall be a separate and independent Controller in respect of its own processing of the Data in connection with this Agreement, and shall be solely responsible and liable for its own processing of the Personal Data including (without limitation) the lawful basis for that processing and ensuring that the Data is processed in compliance with the Data Protection Laws.

7.3 Each Party shall assist the other in complying with all applicable requirements of the Data Protection Laws. In particular, each Party shall:

     (a) consult with the other Party about any notices given to data subjects in relation to the Personal Data. As, prior to the provision of the Services, Learnerbly does not have a direct relationship with the data subject, and in each case where consent is the lawful basis for processing Personal Data, the Client shall be solely responsible for obtaining the specific, informed, unambiguous and freely given consent of each data subject for the processing of their Personal Data by or on behalf of Learnerbly unless otherwise agreed between the Parties.

     (b) promptly inform the other Party about the receipt of any data subject access request, where possible consult with the other Party before releasing any personal data in response to a data subject access request, and provide the other Party with reasonable assistance where required by the other Party to comply with any data subject access request;

     (c) notify the other Party without undue delay on becoming aware of (and in no event later than 48 hours after becoming aware of), any breach of the Data Protection Laws or any personal data breach in respect of the Data and co-operate with the other Party in respect of any notification required to be made, any investigation into the breach and any measures necessary to remedy the breach or mitigate the damage or harm caused by the breach;

     (d) provide any assistance reasonably required by the other Party in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Laws with respect to breach notifications and consultations with supervisory authorities or regulators;

     (e) maintain complete and accurate records and information to demonstrate its compliance with the Data Protection Laws;

     (f) have in place appropriate technical and organisational measures to ensure a level of security appropriate to the risks that are presented by the processing of the Personal Data, in particular protection against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed pursuant to this Agreement, including where appropriate data protection by default and/or by design measures; and

     (g) provide the other Party where requested with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Laws in connection with this Agreement.

7.4 In the event of a dispute or claim brought by a data subject or the authority concerning the processing of the personal data against either or both of the Parties, the Parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.

7.5 The categories of Personal Data processed pursuant to this Agreement and the nature and purpose of the processing, duration and the categories of data subjects, are as described below in clause 7.6 and as may be updated from time to time.

7.6 The processing comprises of the following:

     (a) Data subjects: the personal data transferred concern the following categories of data subjects: customers and clients (including their staff) and other individuals authorised by the customer to use the Service

     (b) The purpose of the transfer: the processing is necessary to provide the Services pursuant to this Agreement and internal analytics used for its continuous improvement.

     (c) Categories of data: the personal data transferred concern the following categories of data: personal details (including any information that identifies the data subject and their personal characteristics, including: name, address, contact details) employment details (including information relating to the employment of the data subject), goods or services provided and related information (including details of the goods or services supplied, licences issued, and contracts).

     (d) Duration: The duration of the processing will be: until the earliest of (i) expiry/termination of this Agreement, or (ii) the date upon which processing is no longer necessary for the purposes of either Party performing its obligations under this Agreement (to the extent applicable) or under Data Protection Laws.

     (e) Further information regarding the transfer and handling of data, including the list of current sub-processors, is detailed in Learnerbly’s Privacy Notice.

8. Marks

8.1 Each party acknowledges and agrees for all purposes that all Marks associated with the other party or the other party's services, products, literature, promotional materials or otherwise, whether or not registered, constitute the other party's exclusive property.

8.2 Learnerbly will be able to refer to the Client in its marketing materials and activities, and may collaborate with the Client to issue an engagement notice such as a press release or social media post on your launch. During your agreement term, the Client agrees to participate in and support with a Case Study detailing your use of Learnerbly. Content of an engagement notice or case study shall be subject to the Client’s final approval prior to publication, such approval not to be unreasonably withheld, conditioned, or delayed.

8.3 All uses of the Marks, including all goodwill arising, shall accrue solely to the benefit of the relevant owner.

8.4 All promotional literature and other materials prepared by either party shall bear appropriate copyright and trademark notices as prescribed by the party whose content or branding is included therein.

8.5 Neither party shall use, register or attempt to register in any jurisdiction, or otherwise appropriate or adopt, any name, mark or logo that is confusingly similar to the Marks of the other party.

9. Disclaimer

Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, to the maximum extent permitted by applicable law. Content is provided "As Is," exclusive of any warranty whatsoever. Each party disclaims all liability and indemnification obligations for any harm or damages caused by any third-party hosting providers.

10. IPR indemnification

10.1 The Client shall indemnify Learnerbly against all damages, losses and expenses arising as a result of any action or claim that information uploaded by the Client or on behalf of the Client infringes the Intellectual Property Rights of a third party.

10.2 Learnerbly shall indemnify the Client against all damages, losses and expenses arising as a result of any action or claim that the Site or the Services infringes any Intellectual Property Rights of a third party, other than infringements referred to in clause 10.1.

10.3 The indemnities in clause 10.1 and 10.2 are subject to the following conditions:

    (a) the indemnified party promptly notifies the indemnifier in writing of the claim;

     (b) the indemnified party makes no admissions or settlements without the indemnifier's prior written consent;

     (c) the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require, at the indemnifying party's costs; and

     (d) the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.

10.4 The indemnities in clauses 10.1 and 10.2 may not be invoked to the extent that the action or claim arises out of the indemnifier's compliance with any designs, specifications or instructions of the indemnified party.

11. Limitation of Liability

11.1 Nothing in these Terms & Conditions excludes the liability of the Parties:

     (a) for death or personal injury caused by either party's negligence; or

     (b) for fraud or fraudulent misrepresentation; or

     (c) for the consequences of personal data breaches as defined within the Data Protection Laws.

11.2 Subject to clause 11.1, each Party shall not be liable to the other Party for any loss of profits, loss of business or revenue, loss of data, or for any special, indirect or consequential loss, costs, damages, charges or expenses howsoever arising including whether in contract and tort (including negligence or breach of statutory duty).

11.3 Subject to clause 11.1, each Party’s total liability in contract, tort (including negligence), breach of statutory duty or otherwise, in respect of all claims arising out of or in connection with these Terms & Conditions shall be limited to 100% of the amount payable by Client to Learnerbly in respect of the Services to which the claim relates.

11.4 Subject to clause 11.1(c), Learnerbly shall only be liable for the personal data processing activities which it has undertaken and which, through its negligence or otherwise, have caused the breach of personal data. Learnerbly shall not be responsible for personal data breach liabilities arising from any act or omission of a Client.

11.5 We have no control over and are not responsible for other sites, services and resources provided by third parties.

12. Client Agreement

12.1 Term and Renewal

     (a) The Client’s initial term shall be detailed in the Client Agreement, the final day of which shall be Your Renewal Date. Unless otherwise detailed in the Client Agreement, Your subscription term will automatically renew each year on Your Renewal Date, for the longer of the initial subscription term, or one year.

     (b) ​​We will invoice You one month prior to the end of each Term for the renewal Subscription Fee. The Subscription Fee may be subject to a minimum of a 5% annual increase at the anniversary of your renewal date.

     (c) ​​In order to cancel the renewal of Your subscription, You must provide written notice to Learnerbly to cancel no less than sixty (60) days prior to Your Renewal Date. If no such notice is received by the due date, then Your subscription shall renew per the terms above. Notices are to be sent via email to ‘customersuccess@learnerbly.com’.

12.2 Early Termination

     (a) A party may terminate these Terms & Conditions and the Client Agreement immediately if (i) the other party commits a material breach of these Terms & Conditions or the Client Agreement and fails to remedy such breach within the period of 30 days from receipt of notification from the other party requiring such breach to be remedied, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors or any analogous insolvency-related events in any jurisdiction.

     (b) We may suspend or terminate Your access to the Services immediately if You commit a material breach of these Terms & Conditions or the Client Agreement, including if You do not comply with any of Your obligations set out in clause 3 or 13 of these Terms & Conditions.

12.3 Refund or payment upon termination

If the Client Agreement is terminated by You in accordance with clause 12.2 of the Client Agreement, We will refund You any prepaid fees covering the remainder of the term of the subscription after the effective date of termination, as well as any remaining Learning Credits balance. If the Client Agreement or Your access to the Learnerbly platform is terminated by Us in accordance with clause 12.2, You will pay any unpaid fees covering the remainder of the term of the subscription. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.

13. Virtual Cards

13.1 We may, as part of the Services, offer You functionality which allows You to:

     (a) apply to a Virtual Card Issuer to issue You with Virtual Cards for the purpose of purchasing Learning Products;

     (b) access and manage Your Virtual Cards;

     (c) access reporting relating to Your Virtual Card Usage (in the manner and form determined by Us from time to time);

     (d) cancel Virtual Cards or close Your account with the Virtual Card Issuer,

     (together, the Virtual Card Functionality).

13. 2 If You use the Virtual Card Functionality, then You agree that You:

     (a) have Your application for the Virtual Card Issuer to issue You with Virtual Cards accepted and enter into a separate agreement with a Virtual Card Issuer in relation to the issuing of Virtual Cards (Virtual Card Agreement);

     (b) will ensure that each Virtual Card issued to You is used in accordance with the Virtual Card Agreement;

     (c) authorise Us to access Your Virtual Card account information held with the Virtual Card Issuer for the purposes of:

          (i) enabling You to communicate with the Virtual Card Issuer in relation to Your Virtual Cards; and

          (ii) providing You with reporting relating to Your Virtual Card usage. 

     (d) You warrant on an ongoing basis that You have agreed in writing with the Virtual Card Issuer that We may act as an authorised user of Your Account in order to access Your Virtual Card account for any purpose set out in Clause 13 of these Terms & Conditions;

     (e) will not be able to use the Virtual Card Functionality if:

          (i) Our authorisation to access Your Virtual Card account information is withdrawn for any reason; or

          (ii) the Virtual Card Agreement is suspended or terminated for any reason; and

     (f) will meet all liabilities arising under the Virtual Card Agreement (including chargeback and fraud related liabilities and any negative balances) and indemnify Us against all damages, losses and expenses arising in connection with Your or Your Users' use of Virtual Cards. You must pay us any such amounts on demand. We may at any time deduct any such amounts from Your Learning Credit balance or from any liability we have to You under this Agreement or otherwise;

    (g) will ensure that its Virtual Card contains adequate funds to purchase Learning Products; and

     (h) will ensure that Virtual Cards are only used to purchase Learning Products. 

13.3 If You no longer wish to use the Virtual Card Functionality, You may request [in writing] that We instruct the Virtual Card Issuer on Your behalf to close Your Virtual Card account in accordance with the terms of Your Virtual Card Agreement.

13.4 If You wish to redeem funds held in Your Virtual Card account, You may request [in writing] that We instruct the Virtual Card Issuer on Your behalf to redeem such funds in accordance with the terms of Your Virtual Card Agreement.

13.5 We will not be obliged to pass on any instruction referred to in Clauses 13.3 and 13.4 above if You request that Your funds are paid out to a third party.

13.6 You agree that, except as provided for in this Clause 13 (Virtual Cards), We are not obliged to accept any instruction to act on Your behalf in relation to the Virtual Card Functionality and any arrangements outside this Clause 13 will be made between You and the Virtual Card Issuer directly.

13.7 We do not supply Learning Products and do not assume any responsibility relating to Learning Products. The supplier of each Learning Product is responsible for any issue that You have in relation to it, including any request for a refund.

13.8 We may charge a fee for the Virtual Card Functionality, as specified in the Client Agreement, or as notified by Us to You from time to time.

13.9 You shall be responsible for Your own VAT recovery in relation to all purchases made using Virtual Cards.

13.10 If You use a Virtual Card to purchase a Learning Product that is paid for with a recurring payment, then You are responsible for ensuring that all recurring payment charges due to the supplier of the Learning Product are paid by You.

14. Client Credit (Learning Credits)

14.1 Where Learnerbly charges Learning Credits fees to the Client, such fees are pre-purchased credit which can be redeemed against training services or other related products or services via the Learnerbly platform (Learning Credit).

14.2 Once the Client submits a purchase request (which has been approved if necessary), Learnerbly shall arrange for a supplier to provide the relevant products or services to the Client. Learnerbly will use best endeavours to fulfil transactions as soon as possible after receiving approval, or liaise with the Client if additional information is required in order to complete the fulfilment. The Client may agree auto-approval thresholds which will allow Learnerbly to arrange for the purchase of resources on the Client's behalf as soon as they are requested by the User.

14.3 Once arranged by Learnerbly at the request of the Client, products and services are cancellable, if at all, strictly in accordance with the relevant supplier's terms & conditions. If any cancellation fees are incurred these will be paid by the Client, as a deduction from Your Learning Credits balance.

14.4 If a User is dissatisfied with products or services fulfilled at the request of the Client by Learnerbly, Users may request a return and refund of any content purchased via Learnerbly’s marketplace up to 14 days after the request has been fulfilled. To be eligible for a refund, the learning product must be returned in a resellable condition, which may exclude any downloads or online content already accessed. Any eligible refund will be credited back to the Client’s Learning Credits balance as well as the budget of the User, if applicable.

14.5 The above Clause 14.4 applies only to content purchased and fulfilled via Learnerbly’s marketplace and excludes any item purchased with a Virtual Card as detailed in Clause 13.

14.6 Where applicable, prices listed on the Learnerbly platform include local VAT or other taxes. Non-UK VAT and other local taxes are subject to the local relevant governing laws and may not be able to be recovered by Learnerbly.

14.7 Should a Client's Learning Credits balance be insufficient to arrange the supply of learning resources, Learnerbly shall suspend the fulfilment of Client requests until the Credits on account are replenished by the Client. Learnerbly may provide written updates to Users explaining the delay in delivery of resources in these instances.

14.8 Learnerbly may offer the Client's Users the ability to spend Learning Budgets in GBP, EUR, or USD. Learnerbly shall assign the appropriate budget currency based on the User's location. Learning Credits in alternative currencies may be invoiced in the budget currency directly or may be invoiced in GBP and converted by Learnerbly upon receipt. Should there be any currency conversions required the funds will be converted at the best available rate, minus any conversion fees.

15. Content Region

15.1 Users added to the Learnerbly platform shall be assigned a Content Region, according to their geographical location. Such regions may determine the learning content they are able to view and request via the platform, and is designed to improve and localise the user experience as well as aid the delivery of content.

15.2 The designation of the content region shall be assigned by Learnerbly. Should no local Content Region be currently available for the Users' location, such Users will be placed in Learnerbly's Global content region on which some types of resources may not be available.

16. Force Majeure

No party shall be liable to the other for any delay or non-performance of its obligations resulting from acts, events omissions or accidents beyond its reasonable control, including without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil compliance with any law or government order, rule, regulation or direction, fire, flood or storm. For the avoidance of doubt, this clause 16 shall not excuse the Client from any payment obligations.

17. Waiver

No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party; and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

18. Severability

If any provision of these Terms & Conditions is judged to be illegal or unenforceable, then the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.

19. Assignment

The Client shall not assign or sub-contract or purport to assign or sub-contract any of its rights or obligations hereunder without the prior written consent of Learnerbly. Learnerbly may transfer or assign a current agreement to another subsidiary or company within the control of Learnerbly’s parent entity, subject to the agreement of the Client.

20. No Partnership or Agency

Except as agreed otherwise, nothing in these Terms & Conditions is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

21. Third Party Rights

These Terms & Conditions do not confer any rights on any person or party (other than Learnerbly and the Client) pursuant to the Contracts (Rights of Third Parties) Act 1999.

22. Governing law and jurisdiction

These Terms & Conditions shall be governed by and construed in accordance with English law and each party hereby submits to the exclusive jurisdiction of the English Courts.

Previous Versions

Terms & Conditions - Version 01.12.22

Terms & Conditions - Version 10.03.22