Terms and Conditions
Terms & Conditions of Purchase
All purchases or commitments to purchase made from this website will be bound by the terms of conditions detailed below.
Authorised User: an employee, contractor or consultant of the Customer who is granted individual access to the Services purchased under this Agreement. Each Authorised User will be allocated an individual username and password for the purposes of accessing the Services.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 7.
Fee: fee for the Services to be provided under this Agreement, as specified in the Order.
Initial Term: the initial term for which the Services are to be provided, as specified in the Order.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
Order: the order for the Services attached hereto.
Services: the provision of e-learning training module(s) via DeltaNet's proprietary electronic training platform or via the Customer's platform or system including the Software, hosting setup and ongoing services, as described in the Order and in DeltaNet's relevant literature from time to time.
Software: the software provided by DeltaNet enabling the use of the Services.
Term: period consisting of the Initial Term and any successive renewal periods thereafter as further described under clause 6.1.
2. License for use of eLearning training modules
2.1 DeltaNet authorises the Authorised Users to use the Services for which the Customer agrees to pay DeltaNet the Fee.
2.2 The licence for the Services granted under this Agreement commences on the date of this Agreement and terminates:
2.2.1 At the end of the Term; or
2.2.2 if this Agreement is terminated pursuant to clause 6.
2.3 DeltaNet hereby grants each Authorised User, subject to the Terms and Conditions of this Agreement, a non-exclusive, non-transferable licence to use the Services solely for the Customer's internal business purposes. For the avoidance of doubt nothing in this Agreement grants the Customer any rights whatsoever in or relating to the source code of the Software used to access the Services.
2.4 The Customer shall not have the right to sell, sublicence, broadcast, transmit or copy the Services or otherwise grant any rights in the Services to any person or entity.
2.5 The Customer will ensure that: (i) the Authorised Users will not share their username and password allocated to them by DeltaNet for the provision of the Services and (ii) the Services are only used by Authorised Users.
2.6 The Customer acknowledges and agrees that DeltaNet and its licensors own all Intellectual Property Rights in the Services. Except as expressly stated in this Agreement. DeltaNet does not grant the Customer any rights to its Intellectual Property Rights, or any other rights or licences in respect of the Services or any related services or documentation.
3.1 The Customer shall pay the Fee (as specified in the Order) by standing order to the bank account detailed on the invoice, within fourteen (14) days of receiving DeltaNet's invoice for the Services.
3.2 All sums payable under this Agreement are exclusive of value added tax (VAT), or any other applicable sales tax which shall be paid by the Customer at the rate and in the manner for the time being prescribed by law.
4.1 DeltaNet warrants to the Customer that the Services will be provided using reasonable care and skill.
4.2 DeltaNet will use reasonable endeavours to ensure the Services are accurate and up to date on an ongoing basis.
5. Limitation of Liability
5.1 This clause sets out DeltaNet's entire financial liability to the Customer in respect of:
5.1.1 Any breach of this Agreement
5.1.2 Any use made by the Customer of the Services or any part of them and
5.1.3 Any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this Agreement.
5.2 Nothing in this Agreement shall be construed as an attempt by DeltaNet to exclude or limit its liability to the Customer in respect of:
5.2.1 Death or personal injury to the extent caused by negligence; or
5.2.2 Any fraudulent pre-contractual misrepresentations made by DeltaNet on which the Customer can show to have relied.
5.3 Subject to clause 5.2 above, in no event shall DeltaNet be liable in contract, tort (including negligence) or otherwise however to the Customer (including its officers, employees, agents, affiliates or sub-contractors) for any of the following loss or damage:
5.3.1 loss of sales;
5.3.2 loss of profit;
5.3.3 loss of business;
5.3.4 loss of revenue;
5.3.5 third party claims; or
5.3.6 indirect or consequential loss even if such loss was in the reasonable contemplation of the parties at the commencement date or reasonably foreseeable or either party had been advised of the possibility of such damages.
5.4 Subject to clauses 5.1, 5.2, and 5.3, DeltaNet's total aggregate liability to the Customer under or in connection with or in relation to this Agreement whether arising from negligence, breach of contract or otherwise, shall not exceed the value of the Fee paid by the Customer.
5.5 DeltaNet shall have no liability whatsoever for any defects in the Services or its breach of this Agreement arising out of or in connection with:
5.5.1 An event of force majeure, including acts, events, omissions or accidents beyond Deltanet's reasonable control, including without limitation default of sub-contractors, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications network, act 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 or storm.
5.5.2 The negligence, wilful damage or fault of any person (other than DeltaNet or its authorised sub-contractors or agents);
5.5.3 The failure by any person (other than DeltaNet or its employees, authorised sub-contractors or agents) to use the Services in accordance with DeltaNet's reasonable requirements;
5.5.4 Any repair, alteration, amendment, modification or addition to the Services by any person other than one of DeltaNet's employee, or authorised sub-contractor or agent without DeltaNet's prior written consent;
5.5.5 The Customer's failure to comply with any of its obligations under this Agreement;
5.5.6 Any fault or defect arising from accidental damage, wear and tear or any fault or defect arising from use of the Services otherwise than in accordance with this Agreement, or other of DeltaNet's reasonable requirements;
5.5.7 Any fault or defect in the Services arising other than as a direct and sole result of a fault or defect in the specification.
5.6 DeltaNet shall have no liability whatsoever for any bespoke modification conducted upon the Customer's request.
5.7 The Customer acknowledges that the Services are not intended to constitute legal advice for any specific situation.
5.8 The parties agree that the limitations of liability in this Agreement are reasonable, and that the limitations of liability are taken into account in the value of the Fee and the Customer's ability to insure against any liabilities and claims arising pursuant to this Agreement.
6. Term - Termination
6.1 This Agreement shall commence on the date hereof and continue for the Initial Term. It shall automatically renew for successive twelve (12) month periods, each a renewal term, unless terminated in accordance with clause 6.4.
6.2 DeltaNet reserves the right to terminate this Agreement and the access to the Services if, for any reason, the Customer is in material breach of any of its terms and such breach is not remedied within twenty (20) days after DeltaNet has given the Customer written notice.
6.3 The Customer and all Authorised Users' access to the Services shall immediately cease upon termination of this Agreement.
6.4 Either party may terminate this Agreement upon not less that three (3) months prior notice.
6.5 The provisions of clauses 2, 5, 7, and 10 hereof shall survive any termination of this Agreement.
7.1 "Confidential Information" means any and all confidential information and knowledge of either party, including, but not limited to, the Services, the Software, proprietary methods and methodology, technical data, trade secrets, know-how, research and development information, product plans, products, services, suppliers, markets, computer software, inventions, processes, formulae, technology, designs, drawings, page schematics, data schematics, screen designs, technical information, engineering information, hardware configuration information, and matters of a business nature such as information regarding marketing, costs, pricing, finances, financial models and projections, billings or other similar business information.
7.2 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:
7.2.1 Is or becomes publicly known other than through any act or omission of the receiving party; or
7.2.2 Was in the other party's lawful possession before the disclosure; or
7.2.3 Is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
7.2.4 Is independently developed by the receiving party which independent development can be shown by written evidence; or
7.2.5 Is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body
7.3 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
7.4 Each party shall use its best endeavours to ensure that the other's Confidential Information to which it has access is not disclosed or distributed in violation of the terms of this Agreement.
7.5 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
7.6 The Customer acknowledges that the Software is DeltaNet's Confidential Information.
7.7 This paragraph shall survive termination of this Agreement, however arising.
All notices required or permitted to be given by one party to the other under this Agreement shall be in writing and shall be sufficient if: (i) personally delivered, (ii) sent by certified mail, return receipt requested, or (iii) sent by an internationally-recognised courier service with signed acknowledgement of delivery to the parties at their respective addresses set forth on the Order or to such other address as the party to receive the notice has designated by notice to the other party. All notices and requests shall be deemed as given as of the business day of receipt by the respective party.
9. No Assignment of Sublicensing
The Customer shall not assign, sublicence or transfer this Agreement to any third party without DeltaNet's prior, written consent in each instance.
10.1 The Customer and DeltaNet are independent contractors, and nothing herein shall be construed to create a partnership, joint venture, agency or employment relationship between the parties.
10.2 In consideration of the rights granted under this Agreement, DeltaNet shall have the right to include the Customer's name and logo in its client lists and to otherwise disclose to third parties that the Customer is a purchaser and user of the Services for the purpose of marketing DeltaNet and/or the Services.
10.3 This Agreement applies to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
10.4 If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
10.5 The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any right hereunder.
10.6 This Agreement and the Order attached hereto contain the complete and exclusive statement of the Agreement between the parties, and supersede and merge all prior proposals, understandings and all other agreements, oral and written between the parties relating to the subject matter of this Agreement. This Agreement may not be amended or modified except by a written instrument duly executed by both parties.
English law governs this Agreement and the parties submit to the non-exclusive jurisdiction of the English courts.
Terms & Conditions of Use
Terms of Website Use
Reliance On Information Posted & Disclaimer
the materials contained on our site are provided for general information purposes only and do not claim to be or constitute legal or other professional advice and shall not be relied upon as such.
We do not accept any responsibility for any loss which may arise from accessing or reliance on the information on this site and to the fullest extent permitted by English law, we exclude all liability for loss or damages direct or indirect arising from use of this site.
Information about us
http://www.delta-net.co.uk is a site operated by DeltaNet International Ltd ("We"); we are a Company registered in England and Wales under registration number 03602752. Our registered office is DeltaNet International, The Technology Centre, Epinal Way, Loughborough, Leicestershire, LE11 3GE. Our VAT number is 737 7344 08.
Accessing our site
Access to our site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our site without notice (see below). We will not be liable if for any reason our site is unavailable at any time or for any period.
Intellectual property rights
We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You may print off one copy, and may download extracts, of any page(s) from our site for your personal reference and you may draw the attention of others within your organisation to material posted on our site.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of material on our site must always be acknowledged.
You must not use any part of the materials on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
Our site changes regularly
We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material.
The material displayed on our site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, and third parties connected to us hereby expressly exclude:
All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including, without limitation any liability for:
loss of income or revenue;
loss of business;
loss of profits or contracts;
loss of anticipated savings;
loss of data;
loss of goodwill;
wasted management or office time; and
for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.
This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
Information about you and your visits to our site
Viruses, hacking and other offences
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.
By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.
Links from our site
Jurisdiction and applicable law
The English courts will have non-exclusive jurisdiction over any claim arising from, or related to, a visit to our site.
If you have any concerns about material which appears on our site, please contact Enquiries: 01509 611019 or at, DeltaNet International, The Technology Centre, Epinal Way, Loughborough, Leicestershire, LE11 3GE or email on: email@example.com.
Thank you for visiting our site.