Terms and Conditions

1. Definitions

References in these terms and conditions to:

“Agreement” means the agreement between FL and the Customer relating to provision by FL to the Customer of the Online Modules and includes these terms and conditions and any document referred to in these terms and conditions including but not limited to the Subscription Form.
“Authorised End User(s)” means the employee(s) of the Customer referred to in the Subscription Form.

“Customer” means the customer referred to in the Subscription Form.

“Effective Date” means the date on which the password required to access the Online Modules and Online Materials is provided by FL to the Customer.

“FL” means Fitzpatrick Learning Academy VNCPD Limited a company registered in England and Wales under registration number 07658095 and whose registered office is situated at Eashings Barns, Halfway Lane, Eashing, Godalming, Surrey, United Kingdom GU7 2QQ and whose VAT registration number is 113727336113727336. FL is registered on the Data Protection Register in compliance with the Data Protection Act 1998, registration number Z2808472. The register is available for inspection on the Information Commissioner’s website at www.ico.gov.uk.

“Initial Term” means the initial duration of this Agreement which shall be for a period of 12 months from and including the Effective Date or upon cancellation or termination of this Agreement if earlier in accordance with the provisions of this Agreement.

“Online Materials” means any materials of any nature supplied by FL to the Customer online to support the Online Modules including but not limited to a text summary of the content of the Online Modules, notes to accompany the Online Modules and webinars.

“Online Modules” means the training modules to be supplied online by FL to the Customer as designated by FL from time to time and notified to the Customer relating to veterinary continual professional development.
“Renewal Subscription Fee” means the subscription fee payable on the renewal of this agreement at the expiry of the Initial Term as determined from time to time by FL.

“Services” means:

(a) During the Initial Term, the supply by FL of 6 Online Modules to the Customer or Authorised End User(s) together with the Online Materials supporting the Online Modules (if any) and access to the members’ forum on the FL website during such period; and
(b) During each 12 month extension of the Initial Term, the supply by FL of 6 Online Modules to the Customer or Authorised End User(s) together with the Online Materials supporting the Online Modules (if any) and access to the members’ forum on the FL website during such period.

“Subscription Fee” means the fee payable by the Customer to FL for the provision of the Services as set out on the Subscription Form. VAT is payable on the Subscription Fee.

“Subscription Form” means the online booking form completed by the Customer.

“Term” means the Initial Term and any extension of the Initial Term in accordance with this Agreement.

2. The Agreement

2.1 FL must receive payment of the Subscription Fee from the Customer before the Subscription Form can be processed and accepted by FL.

2.2 Once the Subscription Fee has been received by FL, FL will process the Subscription Form and send the Customer an email confirming that the Subscription Form has been accepted and that FL shall commence provision of the Services to the Customer. The email shall, amongst other things, contain the password(s) required by the Authorised End User(s) to access the Online Modules, the Online Materials and the members’ forum.

2.3 FL’s acceptance of the Subscription Form brings into existence a legally binding contract between FL and the Customer relating to the provision and use of the Services in accordance with the terms of this Agreement.

2.4 This Agreement supersedes all prior communications, agreements and understandings, whether oral or written, between the Customer and FL regarding the subject matter of this Agreement, and may only be amended in writing signed by both parties.

2.5 No provision in addition to or in conflict with this Agreement contained in any Customer purchase order or other document shall be binding on FL.

3. The Subscription Fee

3.1 The Customer will pay the Subscription Fee for the Services for the Initial Term in such manner as required by FL from time to time together with any VAT chargeable on the Subscription Fee when submitting the Subscription Form to FL.

3.2 The Customer will pay the Renewal Subscription Fee on each date the Term is renewed in accordance with the provisions of this Agreement.

3.3 The Customer and each Authorised End User are jointly and severally liable for all Subscription Fees and the Customer’s obligations under this Agreement.

3.4 In the event any payment is not made to FL when it falls due, FL shall be entitled to recover, in addition to the payment, interest on the payment at the rate of 8% per annum above Barclays Bank PLC base rate as well before as after any judgment.

4. The Services

4.1 Subject to FL receiving the Subscription Fee (and where applicable the Renewal Subscription Fee) and accepting the Subscription Form, FL shall provide the Services to the Customer with reasonable skill and care during the Term.

4.2 FL will have no liability and is not obliged to waive the Subscription Fee if the Customer cannot access the Online Module(s), the Online Materials or the members’ forum due to firewalls, other hardware or software issues within the Customer’s organisation or failure of any system used by the Customer. FL accepts no liability if, for whatever reason, access to an Online Module(s), the Online Materials or the members’ forum is not available at any time.

4.3 Access to the Online Module(s), the Online Materials and the members’ forum shall be via the Internet or such other electronic means of access or communication as FL may reasonably require from time to time. The quality of the Online Module(s) will depend on the total usage of the line by the Customer at the actual time of the training and no warranty is given.

4.4 All reasonable efforts will be made to ensure that the Online Module(s) is available but FL reserves the right to vary or remove Online Module(s) and Online Materials without notice. In the event that FL withdraws any of the Online Module(s), its liability will be limited to refunding a proportion of the Subscription Fee paid for the particular Online Module(s). FL reserves the right to offer the Customer access to an alternative Online Module(s) instead of refunding a proportion of the Subscription Fee.

4.5 The Customer consents to FL monitoring the number of people which access the Online Module(s) in order to ensure that the password(s) have not been distributed beyond the Customer or the Authorised End User(s).

4.6 Any password(s) issued by FL are personal and confidential to the Customer and the Authorised End User(s). If FL suspect that any password is being used by anyone other than the Customer or an Authorised End User, that password and details may be cancelled without notice. In the event of cancellation for this reason, FL reserve the right to refuse the Customer or the Authorised End User(s) access to future Online Module(s), Online Materials and the members’ forum hosted by FL.

4.7 The Online Module(s) and Online Materials are provided for training and reference purposes only.

5. Online Conduct in Members’ Forum

5.1 For the purposes of clauses 5, 6, 7 and 8 the term “the Customer” shall be deemed to include the Authorised End User(s).

5.2 The Customer understands that all data, text, software, music, sound, photographs, graphics, video, messages or other materials, whether publicly posted or privately transmitted, are the sole responsibility of the person from which the content originated. This means that the Customer, and not FL, is entirely responsible for all content that the Customer uploads, posts or e-mails via our members’ forum and our site. FL do not control the content posted in the members forum by other members and therefore do not guarantee the accuracy, integrity or quality of the content.

5.3 Under no circumstances will FL be liable in any way for any content, including (without limitation) any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the Customer’s use of any content. The Customer agrees that the Customer must evaluate and bear all risks associated with the use of any content including any reliance on its accuracy or completeness.

5.4 The Customer agrees that the Customer will not use any members’ forum or any part of the FL site to:

5.4.1 upload, post or e-mail any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
5.4.2 harm minors in any way;
5.4.3 impersonate any person or entity, falsely state or otherwise misrepresent the Customer’s affiliation with a person or entity or disguise the origin of any content;
5.4.4 'stalk' or otherwise harass another;
5.4.5 collect or store personal data about other users;
5.4.6 upload, post or e-mail any content that the Customer does not have a right to transmit under any law or under contractual or fiduciary relationships;
5.4.7 upload, post or e-mail any content that infringes any intellectual property rights of any party;
5.4.8 upload, post or e-mail any unsolicited or unauthorised advertising, promotional materials, 'junk mail', 'spam', 'chain letters', or any other form of solicitation;
5.4.9 upload, post or e-mail any content that contains computer viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;
5.4.10 disrupt the normal flow of dialogue, cause a screen to 'scroll' faster than other users of the chat areas are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges; or
5.4.11 violate any applicable national or international laws or regulations.

5.5 The Customer acknowledges that FL do not pre-screen content but that FL shall have the right (though not the obligation) in FL’s sole discretion to move, modify or remove any content that is available on or via the members’ forum or FL’s site generally.

6. License applicable to Members’ Forum

The Customer grants to FL a world-wide, royalty-free, irrevocable, non-exclusive license (including the right to sub-license) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content (in whole or part) the Customer uploads, posts or e-mails and/or to incorporate such content in other works in any form, media or technology now known or developed.

7. Indemnity by Customer

The Customer agrees to indemnify and hold FL and our subsidiaries, affiliates, employees, officers, agents or partners harmless from and against any direct or indirect loss or damage (including consequential loss and loss of profits, goodwill or business opportunities) arising from any third party claim in relation to any content either the Customer or any other person using the Customer’s log in details (including but not limited to the Authorised End User(s)) upload, post or e-mail on or through the members’ forum or the FL site, the use of the member’s forum and the FL site, or the breach of the Customer’s obligations in this Agreement.

8. Sanctions for breaches in the Members’ Forum

8.1 On being made aware of any breaches in relation to the use of the members’ forum, FL may ban, delete or prohibit any content that relates to those breaches or that FL judge harmful to individuals or the rights of FL or any of our affiliates, licensors or partners.

8.2 FL reserves the right to take whatever action FL deem necessary to prevent such breaches including the following:

8.2.1 breaches FL deem minor may result simply in receipt of a warning from FL; or
8.2.2 breaches FL deem serious may result in the Customer’s or Authorised End User(s) automatic ban from the members’ forum and/or the FL site generally.

All incidents will be logged and FL’s decision is final in all such cases.

8.3 Any breaches may lead to FL reporting the Customer’s activities to the Customer’s internet service provider, relevant authorities, or to legal action being taken against the Customer, or both.

8.4 In addition FL may at any time move, modify or remove any content or take further legal action as a result of breaches or suspected breaches of these rules, FL’s privacy policy, any applicable laws or regulations or where our rights or third party rights are threatened or infringed.

9. Copyright in Online Module(s) and Online Materials

9.1 The right to electronically display the Online Module(s) and Online Materials is limited to the display to the Authorised End User(s).

9.2 All course Online Module(s) and Online Materials are copyright of FL and neither the whole nor any part of the Online Module(s) and Online Materials may be reproduced in any form, distributed or used for any purpose.

9.3 Except as specifically permitted by this Agreement, the Customer is prohibited from downloading, storing, reproducing, transmitting, displaying, copying or distributing the Online Module(s) and Online Materials. All access to and use of these via any automated software agents, means, mechanical programs (including without limitation, any screen scraper, spider or other web crawler) not provided as part of the Services is prohibited.

10. Duration of this Agreement and Renewal of Initial Term

10.1 This Agreement shall remain in force for the Initial Term unless and until terminated in accordance with the provisions for termination in this Agreement.

10.2 In the event the Customer does not provide to FL at least 1 month’s written notice prior to the expiry of the Initial Term confirming the Customer wishes for the subscription to the Services to end on the expiry of the Initial Term, the Customer shall be deemed to have submitted a further Subscription Form to FL applying for a renewal of the Term for an additional 12 months period from the day immediately after the expiry of the Initial Term. The Renewal Subscription Fee for the renewal of the Term will become payable by the Customer on the date immediately following the expiry of the Initial Term.

10.3 FL shall have absolute discretion as to whether or not to accept a renewal of the Term.

11. Cancellation and Termination

11.1 Either party may terminate this Agreement upon written notice to the other party where the other party (“the defaulting party”) has committed a substantial breach of any of its obligations in this Agreement and, having received 30 days’ written notice of the alleged breach, the defaulting party has failed to remedy the breach to the innocent party’s reasonable satisfaction by the expiration of the notice.

11.2 Notwithstanding the foregoing, FL’s obligations to the Customer under this Agreement will automatically terminate immediately upon the Customer becoming the subject of any bankruptcy, liquidation, receivership or similar proceedings, making an assignment for the benefit of its creditors, or becoming unable to pay its debts as they become due.

12. Consequences of Termination

12.1 In the event of a termination by the Customer as a result of a material breach by FL, FL shall refund a proportion of the Subscription Fee pro-rated on a daily basis for the period following termination to the expiry of the Initial Term (or the extension of the Initial Term as the case may be).

12.2 In the event this Agreement is terminated by FL as a result of a breach by the Customer FL shall be under no obligation to refund any part of the Subscription Fee.

12.3 Upon termination, the Customer shall not retain any rights in or to the Online Materials or the Online Modules, shall immediately cease all use of these and delete any of these in its possession or control.

13. Liability

13.1 To the extent permitted by law, neither FL nor its employees or presenters will be liable by reason of breach of contract, negligence or otherwise for any loss or consequential loss occasioned to any person acting or omitting to act or refraining from acting in reliance on the Online Module(s) and Online Materials or, except to the extent that any such loss does not exceed the Subscription Fee arising from, or connected with, any error or omission in the Online Material or presentation of the Online Module. Consequential loss shall be deemed to include but is not limited to any loss of profits or anticipated profits, damage to reputation or goodwill, loss of business or anticipated business, damages, costs, expenses incurred or payable to any third party or any other indirect or consequential loss.

13.2 Nothing in this Agreement is deemed to exclude or limit FL’s liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation.

14. Continuing Professional Development

14.1 Continuing Professional Development in relation to all Online Module(s) accrues only to the Authorised End User(s), as the people who have booked on the training and no licence is hereby granted to permit others to view any Online Module(s).

14.2 Continuing Professional Development will only be accredited when the Authorised End User(s) have successfully completed the Online Module(s).

15. Governing Law and Jurisdiction

This Agreement shall be governed by English Law and both parties consent to the exclusive jurisdiction of the English courts in all matters regarding it.

16. Waiver

A waiver of any breach of any of these terms shall not constitute a general waiver of such terms or condition or of any subsequent act or breach.

17. Force Majeure

No failure or omission by FL to comply with this Agreement shall give rise to any claim as a breach of these terms and conditions if such failure or omission arises from something beyond FL's reasonable control.

18. Privacy and Data Protection

18.1 For the purposes of the Data Protection Act 1998, FL is the 'data controller' (i.e. the company who is responsible for, and controls the processing of, the Customer’s personal data).

18.2 FL will obtain personal data about the Customer (such as the Customer’s name, address, etc whenever the Customer completes an online form.

18.3 FL may also obtain sensitive personal data about the Customer if the Customer volunteers it during the completion of an online form. If the Customer volunteers such information, the Customer will be consenting to our processing it for the purpose of the performance of FL’s obligations under this Agreement.

18.4 FL may monitor the Customer’s usage of this website. This may include monitoring how many times the Customer visit, which pages the Customer go to, traffic data, location data and the originating domain name of a user's internet service provider. This information helps us to build a profile of our customers. Some of this data will be aggregated or statistical, which means that FL will not be able to identify the Customer individually.

18.5 Occasionally FL may receive information about the Customer from other sources (such as credit reference agencies) which FL will add to the information which FL already hold about the Customer in order to help us provide the Services and improve and personalise our service to the Customer.

18.6 Unless the Customer have asked us not to do so, FL may contact the Customer by mail, telephone, SMS, text/picture/video message, fax, email about any products, services, promotions, special offers which may be of interest to the Customer.

18.7 If the Customer prefers not to receive any further marketing communications from FL, the Customer can opt out at any time.
18.8 FL will use technical and organisational measures to safeguard the Customer’s personal data, for example:

18.8.1 access to the Customer’s account is controlled by password and username which are unique to the Customer
18.8.2 FL store the Customer’s personal data on secure servers
18.8.3 payment details are encrypted using SSL technology

18.9 Whilst FL will use all reasonable efforts to safeguard the Customer’s personal data, the Customer acknowledges that the use of the internet is not entirely secure and for this reason FL cannot guarantee the security or integrity of any personal data which are transferred from the Customer or to the Customer via the internet.

18.10 FL may monitor and record communications with the Customer (such as telephone conversations and emails) for the purpose of quality assurance, training, fraud prevention and compliance.

18.11 If the Customer gives us information on behalf of someone else, the Customer confirms that the other person has appointed the Customer to act on his/her behalf and has agreed that the Customer can:

18.11.1 give consent on his/her behalf to the processing of his or her personal data
18.11.2 receive on his/her behalf any data protection notices

18.12 When the Customer use this website, FL may collect information about the Customer’s computer, such as the Customer’s IP address and/or browser, which FL will use for administration purposes and statistical analysis. This information will not usually identify the Customer personally.

18.13 FL may also obtain information about the Customer’s online movements and use of the internet. FL does this by placing a 'cookie', which is a small file, on the Customer’s computer's hard disk. Cookies are used for several reasons:

18.13.1 to recognise the Customer whenever the Customer visit this website
18.13.2 to speed up access to this website (so the Customer do not have to log on each time)
18.13.3 to store the Customer’s personal preferences
18.13.4 to build a profile about the Customer
18.13.5 to better target our marketing and advertising campaigns

18.14 The vast majority of web browsers accept cookies. However, the Customer can change the Customer’s browser settings so that cookies are not accepted. If the Customer does this, the Customer may lose some of the functionality of this website.

18.15 For further information about cookies and how to disable them please go to: aboutcookies.org

18.16 The Customer have the right, subject to the payment of a small administration fee to request access to personal data which FL may process about the Customer. If the Customer wishes to exercise this right the Customer should:

18.16.1 put the Customer’s request in writing
18.16.2 include proof of the Customer’s identity
18.16.3 make payment of the administration fee
18.16.4 specify the personal data the Customer want access to, including any account or reference numbers where applicable.

18.17 The Customer has the right to require FL to correct any inaccuracies in the Customer’s data free of charge. If the Customer wishes to exercise this right the Customer should:

18.17.1 put the Customer’s request in writing
18.17.2 provide us with enough information to identify the Customer (e.g. account number, username, registration details)
18.17.3 specify the information that is incorrect and what it should be replaced with.

18.18 The Customer also has the right to ask us to stop processing the Customer’s personal data for direct marketing purposes. If the Customer wishes to exercise this right the Customer should:

18.18.1 put the Customer’s request in writing (an email sent to FL with a header that says 'Unsubscribe' is acceptable)

18.18.2 provide us with enough information to identify the Customer (e.g. account number, username, registration details)

18.18.3 if the Customer’s objection is not to direct marketing in general, but to direct marketing by a particular channel (e.g. email or telephone) please specify the channel the Customer are objecting to.

18.19 FL welcomes the Customer’s feedback and questions. If the Customer wishes to contact FL, please send an email to email address specified on the “Contact Us” page of our website or the Customer can write to us at Fitzpatrick Learning Academy VNCPD Limited, Eashing Barns, Halfway Lane, Eashing, Godalming, Surrey, United Kingdom GU7 2QQ or call us on 01483 791767+44 (0)1483 791767.

18.20 FL may change this privacy policy from time to time. The Customer should check this policy occasionally to ensure the Customer is aware of the most recent version which will apply each time the Customer access this website.