Terms and Conditions

This agreement applies as between you, the User of this Website and Prodeceo Ltd, the owner(s) of this Website. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the website. If you do not agree to be bound by these terms and conditions, you should stop using the Website immediately.

1. Definitions and Interpretation

   In this Agreement the following terms shall have the following meanings:

   "Account"	means collectively the personal information, payment information and credentials used by Users to access Paid Content and / or any communications System on the Website;
   "Content"	means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this Website;
   "Free Content"	means any Content that is accessible without the payment of a Subscription Fee;
   “Learning Establishment”	means any provider of education to persons of any age including, but not limited to, schools, colleges, universities and professional / adult education providers;
   “Prodeceo”	means Prodeceo Ltd;
   “Paid Content”	means Content accessible only upon the creation of an Account and the payment of a Subscription Fee;
   "Service"	means collectively any online facilities, tools, services or information that Prodeceo makes available through the Website either now or in the future;
   "Subscription Fee"	means the sum of money paid by Users at Monthly or annual intervals to keep their Account active and to enable them to access Paid Content;
   "Subscription Period"	means the period for which a subscription has been purchased;
   "System"	means any online communications infrastructure that Prodeceo makes available through the Website either now or in the future. This includes, but is not limited to, web-based email, message boards, live chat facilities and email links;
   “User” / “Users”	means any third party that accesses the Website and is not employed by Prodeceo and acting in the course of their employment; and
   “Website”	means the website that you are currently using (www.prodeceo.com) and any sub-domains of this site unless expressly excluded by their own terms and conditions.

2. Intellectual Property
   1. Subject to the exceptions in Clause 5 of these Terms and Conditions, all Content included on the Website, unless uploaded by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of Prodeceo, or our affiliates. By continuing to use the Website you acknowledge that such material is protected by applicable United Kingdom and International intellectual property and other laws.
   2. Material from the Website may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 or those detailed in Clauses 3 and 4 of these Terms and Conditions apply.
3. Use of Free Content

   You may print, reproduce, copy, distribute, store or in any other fashion re-use Free Content from the Website for personal, commercial or educational purposes only unless otherwise indicated on the Website or unless given express written permission to do so by Prdeceo. Specifically you agree that:

   1. you will not systematically copy Free Content from the Website with a view to creating or compiling any form of comprehensive collection, compilation, directory or database unless given express written permission to do so by Prodeceo;
   2. you may, as a student of a recognised Learning Establishment, use the Free Content of the Website for educational purposes provided an appropriate reference is given for all Content so applied using a suitable referencing system of your choice or as stipulated by your Learning Establishment; and
   3. employees of Learning Establishments may use the Free Content of the Website for teaching purposes.
4. Use of Paid Content
   1. Payment of a Subscription Fee grants you a licence to use all Paid Content on the Website for the duration of your subscription. You may use such Content in the following ways:
      1. for personal purposes;
      2. for commercial purposes; and
      3. for educational purposes.
   2. Under such a licence, you agree that:
      1. you will not systematically copy Paid Content from the Website with a view to creating or compiling any form of comprehensive collection, compilation, directory or database unless given express written permission to do so by Prodeceo;
      2. you may, as a student of a recognised Learning Establishment, use the Paid Content of the Website for educational purposes provided an appropriate reference is given for all Content so applied using a suitable referencing system of your choice or as stipulated by your Learning Establishment; and
      3. employees of Learning Establishments may use the Paid Content of the Website for teaching purposes.
5. Third Party Intellectual Property

   Where expressly indicated, certain Content and the Intellectual Property Rights subsisting therein belongs to other parties. This Content, unless expressly stated to be so, is not covered by any permission granted by Clauses 3 and 4 of these Terms and Conditions to use Content from the Website. Any such Content will be accompanied by a notice providing the contact details of the owner and any separate use policy that may be relevant.

6. Links to Other Websites

   This Website may contain links to other sites. Unless expressly stated, these sites are not under the control of Prodeceo or that of our affiliates. We assume no responsibility for the content of such websites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.

7. Links to this Website

   Those wishing to place a link to this Website on other sites may do so only to the home page of the site www.prodeceo.com without prior permission. Deep linking (i.e. links to specific pages within the site) requires the express permission of Prodeceo. To find out more please contact us by email at legal@prodeceo.com.

8. Use of Communications Facilities
   1. When using the website you should do so in accordance with the following rules:
      1. you must not use obscene or vulgar language;
      2. you must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;
      3. no Content that is intended to promote or incite violence;
      4. it is advised that posts on message boards, chat facilities or similar and communications with Prodeceo are made using the English language(s) as we may be unable to respond to enquiries submitted in any other languages;
      5. you must not post links to other websites containing any of the above types of Content;
      6. the means by which you identify yourself must not violate these terms of use or any applicable laws;
      7. you must not engage in any form of commercial advertising. This does not prohibit references to businesses for non-promotional purposes including references where advertising may be incidental;
      8. you must not impersonate other people, particularly employees and representatives of Prodeceo or our affiliates; and
      9. you must not use our System for unauthorised mass-communication such as “spam” or “junk mail”;
   2. You acknowledge that Prodeceo reserves the right to monitor any and all communications made to us or using our System.
   3. You acknowledge that Prodeceo may retain copies of any and all communications made to us or using our System.
   4. You acknowledge that any information you send to us through our System or post on the website may be modified by us in any way and you hereby waive your moral right to be identified as the author of such information. Any restrictions you may wish to place upon our use of such information must be communicated to us in advance and we reserve the right to reject such terms and associated information.
9. Accounts
   1. In order to access Paid Content on this Website and to use the course facilities you are required to create an Account which will contain certain personal details which may vary based upon the type of Account that you choose. By continuing to use this Website you represent and warrant that:
      1. all information you submit is accurate and truthful; and
      2. you will keep this information accurate and up-to-date.
      Your creation of an Account is further affirmation of your representation and warranty.
   2. Sharing of accounts is not permitted unless expressly authorised in writing by Prodeceo. You are required to keep your Account details confidential and must not reveal your Username and Password to anyone. If you use a shared computer, it is recommended that you do not save your Account details in your internet browser.
   3. When choosing your Username you are required to adhere to the terms set out above in Clause 8. Any failure to do so could result in the suspension and/or deletion of your Account.
10. Subscriptions
    1. Subscription charges commence on the date that you activate your subscription. You will be billed on activation and monthly or annually thereafter as agreed on subscription.
    2. Your first payment will be at the price advertised on the Website. Prodeceo reserve the right to change Subscription Fees from time to time and any such changes may affect your subscription rate:
       1. increases in price will be reflected in your subscription on the date of the immediately subsequent renewal; and
       2. decreases in price will be reflected in your subscription on the date of the immediately subsequent renewal.
    3. If you terminate your subscription or account you will continue to have access to the Paid Content for the remainder of the Subscription Period you are currently in up until the renewal date whereupon access will cease unless you choose to pay the Subscription Fee and reactivate your subscription.
    4. If you have subscribed in error you must inform Prodeceo within 24 hours of subscribing and must not use the Website or its Content during that time. If any use can be traced to your Account, no refund will be provided.
11. Refund Policy
    1. You may cancel your subscription at any time. Your subscription will expire at the end of you current subscription period. No refund will be due.
12. Termination
    1. Either Prodeceo or you may terminate your account and (where relevant) your subscription. If Prodeceo terminates your Account or subscription, you will be notified by email and an explanation for the termination will be provided. Notwithstanding the foregoing, we reserve the right to terminate without giving reasons.
    2. If Prodeceo terminates your account as a result of your breach of these Terms and Conditions you will not be entitled to any refund.
    3. If Prodeceo terminates your account or subscription for any other reason, you will be refunded any remaining balance of your Subscription Fee. Such a refund will be calculated based upon the fee being divided by the number of days in the applicable Subscription Period and multiplied by the number of days remaining until the end of the Subscription Period.
    4. If Prodeceo terminates your account or subscription, you will cease to have access to Paid Content from the date of termination.
    5. If you terminate your account or subscription, you will continue to have access to Paid Content for the remainder of your subscription period as per sub-Clause 10.3.
13. Delivery of Purchased Training Materials
    1. Purchased training materials are made available immediately after payment.
    2. Delivery of training materials is electronic, via the Prodeceo system.
14. Refund Policy for Purchased Training Materials
    1. Applications for refunds must be made within 14 days of purchase; and
    2. Refunds apply only to training which has been purchased but not accessed by a trainee, unless the training materials violate our Terms.
15. Sale of Training Materials
    1. By selling your training materials through the marketplace, you accept that Prodeceo may withdraw your training at any time for any reason.
    2. By selling your training materials through the marketplace, you agree to abide by all approprate copyright and trademark regulation relating to the subject matter of your course.
    3. By selling your training materials through the marketplace, you acknowledge that your materials do not violate any current English law and agree to withdraw them immidiately in the event of new legislation
    4. Where refunds are requested by the purchase and granted by Prodeceo, you are liable for any associated fees.
16. Privacy
    1. Use of the Website is also governed by our Privacy Policy which is incorporated into these terms and conditions by this reference. To view the Privacy Policy, please click on the link above.
    2. The Website places the following cookies onto your computer or device. These cookies are used for the purposes described herein. Full details of the cookies used by the Website and your legal rights with respect to them are included in our Privacy Policy. By accepting these terms and conditions, you are giving consent to Prodeceo to place cookies on your computer or device. Please read the information contained in the Privacy Policy prior to acceptance

       Name of Cookie	Name of Provider	1st/3rd Party Purpose
       Prodeceo	Prodeceo Ltd	Tracking user actions, to improve Prodeceo

    3. If you wish to opt-out of our placing cookies onto your computer or device, please adjust your internet browser's settings to restrict cookies as detailed in your internet browser's help menu
17. Disclaimers
    1. Prodeceo makes no warranty or representation that the Website will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, or that it will be secure.
    2. Whilst every reasonable endeavour has been made to ensure that all information provided on this Website will be accurate and up to date, Prodeceo makes no warranty or representation that this is the case. We make no guarantee of any specific results from the use of our services.
    3. No part of this Website is intended to constitute advice and the Content of this Website should not be relied upon when making any decisions or taking any action of any kind.
    4. Commercial use of the information on this Website is permitted, however Prodeceo makes no representation or warranty that this Content is suitable for use in commercial situations or that it constitutes accurate data and / or advice on which business decisions can be based.
    5. Whilst every effort has been made to ensure that all descriptions of services available from Prodeceo correspond to the actual services available, Prodeceo is not responsible for any variations from these descriptions.
    6. Whilst Prodeceo uses reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, all Users are advised to take responsibility for their own security, that of their personal details and their computers.
18. Availability of the Website and Modifications
    1. The Service is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and / or faults. To the maximum extent permitted by the law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
    2. Prodeceo accepts no liability for any disruption or non-availability of the Website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.
    3. Prodeceo reserves the right to alter, suspend or discontinue any part (or the whole of) the Website including, but not limited to, the products and/or services available. These Terms and Conditions shall continue to apply to any modified version of the Website unless it is expressly stated otherwise.
19. Limitation of Liability
    1. Prodeceo's liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising out of our breach of these Terms and Conditions shall be limited to the value of a User’s current subscription. For all other direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Website or any information contained therein, to the maximum extent permitted by law, Prodeceo accepts no liability. Users should be aware that they use the Website and its Content at their own risk.
    2. Nothing in these Terms and Conditions excludes or restricts Prodeceo’s liability for death or personal injury resulting from any negligence or fraud on the part of Prodeceo.
    3. Whilst every effort has been made to ensure that these Terms and Conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions. This term shall apply only within jurisdictions where a particular term is illegal.
20. No Waiver

    In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.

21. Previous Terms and Conditions

    In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.

22. Third Party Rights

    Nothing in these Terms and Conditions shall confer any rights upon any third party. The agreement created by these Terms and Conditions is between you and Prodeceo.

23. Communications
    1. All notices / communications shall be given to us either by post to our Premises (see address above) or by email to legal@prodeceo.com. Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.
    2. Prodeceo may from time to time send you information about our products and/or services. If you do not wish to receive such information, please click on the ‘unsubscribe’ link within any email you receive from us.
24. Law and Jurisdiction

    These Terms and Conditions and the relationship between you and Prodeceo shall be governed by and construed in accordance with the Law of England and Wales and Prodeceo and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales.

Last Updated: 1st July 2013