Terms and conditions

On this page You can read about:

Part I Registration, Services and Fees

1.
Introduction

1.1.
These Terms and Conditions apply to all Users. They cover all aspects of Frisk Online including use of the Site, Frisk Portal® and Services. Before proceeding Users should read these Terms and Conditions carefully. If You find Yourself unable to agree to them, then You must not use the Site. If; however, You agree to them unconditionally You may use the Site subject always to these Terms and Conditions. By accessing the Site You indicate Your acceptance of these Terms and Conditions irrespective of whether or not You become a Registered User.

1.2
‘You’ means the User responsible for using and accessing the Site or Services in accordance with these Terms.

1.3.
Frisk Online may amend these Terms and Conditions at any time by posting the amended Terms and Conditions on the Site. Any amendments to these Terms and Conditions shall be automatically effective immediately as they are posted on the Site. Your continued use of the Site indicates Your acceptance of any amended Terms and Conditions; therefore You should check this page from time to time to ensure that You are happy with any changes.

1.4.
You understand that Your personal information may be used by Frisk Online in accordance with its privacy notice, available here: [https://www.frisk-online.com/privacy].

1.5.
We welcome Your feedback on the Site and these Terms and Conditions via info@frisk-online.com.

2.
Definitions

2.1.
In these Terms and Conditions the following words shall have the following meanings, unless the context requires otherwise:

Applicable Data Protection Law shall mean all applicable data protection and privacy laws which apply to the parties, including: (i) the EU General Data Protection Regulation (Regulation 2016/679); (ii) the Data Protection Act 2018; (iii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iv) any and all applicable national data protection laws made under or pursuant to (i), (ii), or (iii) in each case as may be amended or superseded from time to time.
Assigned Rights has the meaning given in clause 17.1.2;
Background Rights

means Intellectual Property Rights that:

  1. belong to Frisk Online prior to the commencement of the Services;
  2. are licensed to Frisk Online by a third party; and/or
  3. are generated or acquired after the commencement of the Services other than specifically as Commissioned Deliverables,
in each case, including modifications and/or enhancements to the same;
Commissioned Deliverables

means any documents, Software, products and/or materials developed by, or on behalf of, Frisk Online which are:

  1. specifically and exclusively created for You and Your use only; and
  2. expressly stated to be a “Commissioned Deliverable” in an Order Form and not agreed to be developed as part of the KNOWLEDGE SHARE Activities;
Controller shall have the meaning given in Applicable Data Protection Law;
Customer business who request access to our Site and order Services, Training Materials and Transcripts by completing an Order Form.
Customer Data means the data inputted by You, or by Frisk Online on Your behalf, for the purpose of using the Site and/or the Training Materials or facilitating Your use of the Site and/or the Training Materials. Includes upload data as defined in the Order Form;
Customer Materials means the Customer Data together with all other content, materials, logos and/or other creative, graphic and/or design assets provided and/or made available to Frisk Online by You under these Terms and Conditions but excluding the Assigned Rights and any materials provided for use in connection with KNOWLEDGE SHARE Activities;
Confidential Information

means all information (howsoever recorded or preserved) disclosed or made available (either directly or indirectly) by a party to the other party (including to such receiving party’s Representative(s)) that would be regarded as confidential by a reasonable business person including, but not limited to:

  1. information describing, concerning and/or relating to:

    1. the business, affairs, customers, clients, suppliers, plans, intentions or market opportunities of the disclosing party; or
    2. the Training Materials, Frisk IP, operations, processes, product information, know-how, designs, trade secrets or software of Frisk Online; and

  2. any information or analysis derived from Confidential Information;

Customer IP has the meaning given in clause 17.2.1;
Discounts percentage rates are applied as a reduction to the total net cost associated with a batch of User Licences. The percentage rate is variable depending on the number of licences purchased;
Distance Selling Regulations Consumer Rights Act 2015;
Final Training Materials means Training Materials in respect of which Frisk Online has raised an invoice for the payment of Fees;
Frisk IP has the meaning given in clause 17.1.1;
Frisk Online Frisk Online Limited, a limited company registered in England with company number 6534650, having its registered office at The Granary Hones Yard, 1 Waverley Lane, Farnham, Surrey, GU9 8BB;
Frisk Online Portal the Frisk Online Portal is accessed through the Site by way of a Site sub-domain (e.g https://customer.portal.frisk-online.com), User_ID or email address as a username and passcode which is supplied by Frisk Online Learning Support. The portal is the platform whereby users launch and access Online Training Materials such as e-courses, study packs and reading tasks.
Fee(s) the fee(s), may be a User Licence fee, with or without a discount applied plus a setup charge (if any), payable by the Registered User for the relevant Service(s) as set out below and referred to in the Order Form;
Intellectual Property Rights or IPR means patents, rights to inventions, copyright and related rights, moral rights, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in Software, rights in databases, rights in Confidential Information, trade marks, trade names and domain names or any other intellectual property rights, in each case, whether registered or unregistered and subsisting anywhere in the World;
KNOWLEDGE SHARE Activities

means the customisation (by Frisk Online, You, or any Representative) of any:

  1. Training Materials; or
  2. materials or documents provided or made available by You or Your Representatives for development by Frisk Online (which materials shall not be construed as Customer Materials for the purposes of clause 17.2.1 and will be construed as part of the Assigned Rights),

such customisation to include, without limitation the:

  1. modification and/or adaptation of graphics, voiceover, and text in the Training Materials or other materials provided by You or Your Representatives;
  2. creation of novel scenarios, questions, and/or content to meet Your particular requirements;
Order Form means the document stated on its face to be the Order Form, incorporating these Terms and Conditions, and describing the Services, licensed Training Materials, Fees, Registered User Level(s) (if applicable), Perpetual Licence(s) (if any), Commissioned Deliverables (if any), Subscription Period(s), the parties' data protection law obligations; and any other matters agreed between the parties therein from time to time;
Personal data shall have the meaning given in Applicable Data Protection Law;
Process (and processing) shall have the meaning given in Applicable Data Protection Law;
Processor shall have the meaning given in Applicable Data Protection Law;
Purpose

means use of the Site and/or the Training Materials for Your internal business purposes only which internal business purposes shall not include:

  1. commercially exploiting the Site or the Training Materials;
  2. creating or developing other training materials (whether for internal or external use);
Registered User Any and all persons who register with the Frisk Online Portal are subject always to clause 3.1 and Registration shall be construed accordingly;
Registered User Level The level of Registration registered for by the relevant Registered User and paid for by the relevant Registered User according to the Registered User Level Tables set out in Part III;
Representative employees, agents, officers, advisers, consultants and other representatives of a party;
Reports The reports posted by Frisk Online on the Site and available to view online and/or download by Users, subject to the required Registered User Level;
Services The Services provided from time to time by Frisk Online, through the Site, other electronic channels, such as Google Drive, and offline including, without limitation the provision of Transcripts, Training Materials and Training;
Site The digital content and training materials provided by Frisk Online including content located at https://www.frisk-online.com, https://www.frisk-online.co.uk,https://portal.frisk-online.com and sub-domains of the above (e.g. https://customer.portal.frisk-online.com), provided by Frisk Online from time to time, and also including digital content provided via email, and other means;
Software means any computer program, including source code, object code, user interfaces, application programming interfaces, scripts and/or firmware (including, in each case, all updates, patches, modifications, and/or enhancements to the same);
Subscription Period means the period within which You may use the Site and/or Training Materials (as may be relevant) as described in the Order Form;
Terms and Conditions These terms and conditions as amended by Frisk Online by posting the amended terms and conditions on the Site from time to time; the Order Form has separate Terms which incorporate these main Terms and Conditions;
Third-Party Site Third-party website, frames and portals;
Training The online training a Registered User may access via the Site;
Training Materials means all: (i) materials; (ii) data; (iii) content; (iv) documentation; (v) creative, graphic and/or design assets; (vi) animations; (vii) user stories; (viii) persona; (ix) question banks; and (x) databases provided by or on behalf of Frisk Online under these Terms and Conditions including, without limitation, Software, study packs, videos, printed materials, policy templates, e-courses, study packs, posters, computer disks, CD-ROMS, customisation forms, electronic documents and files, and online training materials;
Transcript(s) means a detailed plan describing the Training Materials (such plan to include, without limitation, the laYout, look and feel, voiceover scripts (if any), text on screen (if any), timing of video sequences (if any) of the relevant Training Material. Provided via Google Drive (G Suite);
Use means use of the Site and/or the Training Materials (as the case may be) for the Purpose and in compliance with these Terms and Conditions;
User Any and all persons who access the Site and Services provided by Frisk Online, including but not limited to Registered Users and Customers who take out a Subscription upon completion of an Order Form. Can be a User visiting the Site voluntarily or a Registered User according to the table of Registered User Levels in part III; and
User Licence A User Licence permits a Registered User access to: the portal only; the portal and one subject from the range of study packs; the portal and all subjects in the range. A User Licence is a prepaid unit of access rights exchangeable by the Registered User for access to Training and Training Materials. The Subscription Period applied to the User Licence is described and agreed within the Order Form. After a User is registered, they have access to the Training and Training Materials for the remainder of this Subscription Period only. The Subscription Period starts when a batch of Users are first purchased. A User Licence can be renewed (at Frisk Online’s discretion) if the Training Administrator requests this.

2.2.
In these Terms and Conditions unless the context requires otherwise:

  • 2.2.1.
    any reference to a Clause, Section or Part, is to a clause, section or part of these Terms and Conditions;

    2.2.2.
    headings are included for convenience only and shall not affect the interpretation of these Terms and Conditions;

    2.2.3.
    the singular includes the plural and vice versa;

    2.2.4.
    any gender includes the other genders;

    2.2.5.
    any reference to "persons" includes individuals, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);

    2.2.6.
    any reference to a statute, statutory provision, subordinate legislation, code or guideline is a reference to such as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation;

    2.2.7.
    any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

    2.2.8.
    any reference to "in writing" shall include email.

3.
Registration Eligibility

3.1.
Our Services are available only to Users who have the capacity to form a legally binding contract under the law applicable to these Terms and Conditions. Without limiting the foregoing, our Services are not available to minors (under 18 years of age). If You do not qualify, You are not permitted to register with the Frisk Online Portal, nor use or access the Services and no contract will be formed between You and Frisk Online. Further, Services are not available to temporarily or indefinitely suspended Frisk Online Registered Users.

4.
Formation of Contract

4.1.
In order that a legally binding contract can be formed between Frisk Online and a User eligible under clause 3.1, all Users are required to comply with these Terms and Conditions and all Users who register or order a subscription are required to accept these Terms and Conditions unconditionally either by accessing a trial sign-up link; receiving a welcome email, following the instructions and choosing to continue during the registration process; or by signing and returning an electronic Order Form.

4.2.
These Terms and Conditions shall override any previous or contradictory terms or conditions published by Frisk Online or appearing on the Site.

4.3.
In consideration of Frisk Online agreeing to the User's use of the Site and its Services, the User agrees to comply with these Terms and Conditions.

4.4.
Each Registered User warrants to Frisk Online that it has the full right, power and authority to enter into and perform its obligations under these Terms and Conditions and has not entered into any arrangement which in any way conflicts with these Terms and Conditions or inhibits, restricts or impairs its ability to perform its obligations under these Terms and Conditions.

5.
Registration

5.1.
Subject always to clause 3.1 all Users may visit the Site and access certain free Services without the obligation to register as a Registered User. In order to access other Services, such as The Frisk Online Portal, it is necessary to register as a Registered User.

5.2.
To become a Registered User and access the Frisk Online Portal these Terms and Conditions must be accepted. Users can take out a trial by following a trial sign-up link or by sending a request to Frisk Online Support. At the end of this trial the User can subscribe to the Frisk Online Portal by completing an Order Form. A Registered User with Training Admin rights can then add, edit and remove Users. These Users will receive a welcome email asking them to sign in. Users registered by Training Admins, or with the assistance of Frisk Online Support, must also accept these Terms and Conditions. Each Registered User represents and warrants that the information given in that registration will be accurate and complete.

5.3.
Registration lasts for a period from the date of Registration, for the duration of a Trial by a Registered Individual Trial User (see Registered User Levels in Part III) and the subsequent payment by the “Customer” of the relevant Fee, until either the Trial period ends, the Subscription Period of the relevant User Licence Fee expires or until the quantity of Registered User's Licences are used up, as the case may be. A trial period will last for 14 days or will expire sooner on completion of any Training that forms part of that trial or at any other time as prescribed by Frisk Online in relation to any particular trial. A Registered Individual Trial User can cancel registration at any time by the Registered User giving notice to Frisk Online (email support@frisk-online.com). A “Customer” must cancel a subscription in accordance with the Terms of the Order Form.

5.4.
Each Registered User shall be responsible for the management of their Registration within their relevant organisation including, where applicable to the relevant Registered User Level, the administration of access to the Site and Services. If You choose, or You are provided with, a user identification code, password or any other piece of information as part of Frisk Online's registration procedures, You must treat such information as confidential, and You must not disclose it to any third party. Frisk Online does not permit the sharing of User IDs or passwords, and similarly, whilst Registered Users may be grouped for administrative purposes by the relevant Registered User having those administrative permissions, no group User IDs and passwords are permitted. We have the right to disable any user identification code or password, whether chosen by You or allocated by us, at any time. If Your password has been disclosed to a third party or stolen, You must let us know.

5.5.
Each Registered User is responsible for making all arrangements necessary to gain access to the Site subject always to the prohibition on login and password sharing in clause 5.4, and is also responsible for ensuring that all persons who access the Site, through the Registered User internet connection are aware of these Terms and Conditions, and ensure that they comply with them.

5.6.
Each Registered User is responsible for ensuring that they supply a valid email address and check the emails on that email account, that the account does not block emails from Frisk Online, and that Frisk Online is whitelisted. Frisk Online accepts no responsibility for the non-receipt of any email communication sent to any User.

5.7.
Where a Registration allows for a number of Users to have access, then the holder of that Registration will be able to add and remove other Registered Users, or request support from Frisk Online to complete these actions, so it is Your responsibility to ensure that Users who access the Site via Your Registration are responsible in the management and running of Your Registration and that they are legitimate Users. You may not add a User who is not an employee of Your organisation without our express prior consent. Further each of the Users within Your Registration will have access to the services allocated under Your Registration so, for example, one User could use up all the allocated User Licences for Your Registration. We reiterate that it is Your responsibility to manage Your Registration within Your relevant organisation. Frisk Online will provide support, but accepts no responsibility for the management of Your Registration within Your organisation.

5.8.
All users completing a free trial will automatically receive a call back to discuss their experience and any suggestions for improvement. Trials are subject to approval and Frisk Online reserves the right to reject any application. A reason does not have to be given for refusal of such applications.

6.
Services

6.1.
The Site and Services shall be made reasonably available to all Users in accordance with any Registered User Level subject to these Terms and Conditions and subject to technical errors and downtime associated with the Internet and the Site. You acknowledge and accept that such downtime may prevent access to the Site and Services from time to time and that access to the Site and Services shall not, therefore, be error free or uninterrupted.

6.2.
The Services are to be provided via the Site which contains a number of areas which may be varied from time to time. Frisk Online reserves the right to change the content, presentation, performance and availability of any part of the Site at its sole discretion and without notice.

6.3.
Details of the Services are set out on the Site and will be provided by Frisk Online on receipt of payment in full of the relevant Fees for such Service as set out on the Site or Order Form.

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Part II The Site and the Services

7.
Overview of frisk-online.com, frisk-online.com and portal.frisk-online.com

7.1.
Overview. The Site acts as a portal for the delivery of Training to Registered Users. This portal is described as the Frisk Online Portal.

7.2.
Registered User identities. Because identification and authentication on the Internet is difficult, Frisk Online cannot and does not confirm each User's identity, whether or not they are a Registered User. Frisk Online allows Registered Users to give access to information about themselves to other Registered Users, in accordance with the relevant Registered User Level. Frisk Online does not control the information provided by Registered Users, and makes no representation or warranty as to the accuracy, veracity, or completeness of any such information provided. If You are in any doubt as to an individual's identity, You are encouraged to take steps to further establish their credentials, for example by communicating directly with them. Please use caution and common sense when using our Site and please notify us if You find any information to be inaccurate or deceptive. Please note that there are also risks in dealing with foreign nationals, underage persons or people acting under false pretences.

7.3.
Release. In the event that You have a dispute or issue with one or more of the other Users, You shall release Frisk Online (and our officers, directors, agents, subsidiaries and employees) from any and all claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

8.
Training

8.1.
The Site contains Training Materials and other content that Users may access only in accordance with the relevant Registered User Level.

8.2.
The User shall not edit any content of any Training Materials, including hyperlinks, copyright notices or other notices indicating rights in the Training Materials unless otherwise agreed, e.g. when Frisk Online Support provide a User with Training Administrator rights (see part III Registered User Levels).

8.3.
For the avoidance of doubt, the licence granted in clause 17 shall not permit the User to do any of the following without the prior written consent of Frisk Online:
  • 8.3.1
    access, download, store, reproduce, transmit, display (including without limitation display on any intranet or extranet site unless otherwise agreed), copy, sell, publish, distribute, provide access to or otherwise use the Training Materials for any purposes other than as set out in clause 17;

    8.3.2
    sub-license, rent, lease, transfer or assign any Intellectual Property Rights in the Training Materials, to any other person, or attempt to do any of the foregoing;

    8.3.3
    disclose the Training Materials, whether in part or in their entirety, to any third party, including any associated or affiliated company, except in compliance with clause 19.4 (Confidential Information) or without Frisk Online’s express written consent;

    8.3.4
    in any way commercially exploit any of the Training Materials; or

    8.3.5
    use the Training Materials for any unlawful purpose.

8.4.
Any breach by the User of any of the terms of the licence will entitle us to terminate Your licence including as set out in clause 17 and the Order Form, and/or Your Registration.

8.5.
Without prejudice to the licences granted in clause 17, Frisk Online reserves the right to amend, edit, abbreviate or take down once final and published any Training Materials at our discretion.

8.6.
Without prejudice to the generality of clause 6.1, You acknowledge and accept that there may be technical downtime or errors relating to the access of Training Materials. Such downtime or errors may prevent Training Materials being viewed by Users. Frisk Online shall not be liable if access to Training Materials is delayed, prevented or displayed incorrectly by any cause beyond our control including server downtime or errors.

8.7.
The relevant Fees for Registration, if any, set out on the Site and within the Order Form, must be paid by the "Customer" before Users can access certain Training Materials. Fees set out on the Site may change from time to time and any change will be posted on the Site and will take effect for all Registrations, including renewals, after the change. Where specified in an Order Form, payment must be prepaid in accordance with the payment methods set out on the invoice before access to Final Training Materials is permitted, and no licence under clause 17 shall be granted until we receive payment in full for the relevant Training.

9
Data Protection

9.1
Where Frisk Online acts as a processor in relation to the provision of the Services, Frisk Online shall comply with its obligations as set out in the Order Form. Where You are using the Services as a User, please contact the Training Administrator in the first instance if You have any queries or concerns in relation to Your personal data during Your use of the Services.

9.2
Where Frisk Online acts as a controller in relation to the Site or Services, Frisk Online shall process personal data in accordance with Applicable Data Protection Law and as further described in its privacy notice, available here: [https://www.frisk-online.com/privacy].

10.
Access and Interference

10.1.
You agree that You will not use any robot, spider, other automatic device or manual process to monitor or copy our web pages, Training Materials or the content contained herein without the prior written consent of Frisk Online.

10.2.
You agree that You will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site nor attempt to circumvent security, tamper with, hack into or otherwise disrupt any computer system, server, website, router or any other Internet-connected device.

10.3.
You agree that You will not take any action that imposes an unreasonable or disproportionately large load on the Site's infrastructure.

10.4.
Much of the information on the Site is updated on a real-time basis and is proprietary or licensed to Frisk Online by our Users or third parties. You agree that You will not copy, reproduce, alter, modify, create derivative works or publicly display any content (except for Your Information) from the Site without the prior written consent of Frisk Online or the appropriate third party, with the exception of downloading or printing a single copy for Yourself for offline viewing.

11.
Breach

11.1.
Without limiting other remedies, Frisk Online may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate Your Registration and refuse to provide the Services to You if:
  • 11.1.1.
    You breach these Terms and Conditions, or the terms of the Order Form (as applicable);

    11.1.2.
    Frisk Online are unable to verify or authenticate any information You provide to us; or

    11.1.3.
    Frisk Online believe that Your actions may cause legal liability for You, our Registered Users or us.

12.
No Warranty

12.1.
The Site and all Training Materials including, without limitation, its contents, functionality, performance and features are provided on an “as is” and "as available basis" at Your and the User's sole risk and without representations or warranties without any express or implied warranties of any kind and to the fullest extent permitted by law. Frisk Online and other parties involved in creating, producing or delivering the Site and the Training Materials expressly exclude all warranties, conditions or terms express or implied, statutory or otherwise including without limitation any warranty as to (i) title; (ii) that the use of the materials will not infringe any Intellectual Property Rights of any other person; (iii) satisfactory quality or fitness for any particular purpose; or (iv) that the content of the Site and Training Materials are accurate, complete or error free.

12.2.
You acknowledge that You are solely responsible for complying with Your obligations in respect of any applicable laws and/or obligations imposed by Your regulators and no information or assistance provided by Frisk Online shall be construed as legal, security, regulatory, or tax advice.

13.
Liability Limit

13.1.
Nothing in these Terms and Conditions shall limit or exclude:

  1. either party’s liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by its negligence; (c) any other liability which cannot be limited or excluded by applicable law; or
  2. Your liability: (a) arising under the indemnity given at clause 14 (Indemnity) or any breach of clause 17.8 (Restrictions); (b) arising under and/or in connection with Your wilful default or wilful abandonment of these Terms and Conditions; or (c) to pay the Fees.

13.2.
Subject to clause 13.1, neither party shall be liable under and/or in connection with these Terms and Conditions (whether in contract, tort (including negligence), statutory duty, or otherwise) for any: (a) indirect, consequential or special loss and/or damage; or (b) any loss of goodwill or reputation; or (c) any loss of revenues, profits, contracts, business or anticipated savings; (d) for loss of data, and in each case whether advised of the possibility of such loss or damage and however incurred including as a result of negligence arising out of or in connection with the Site or Services.

13.3.
Subject to clauses 13.1 and 13.2, each party’s total aggregate liability to the other (whether in contract, tort (including negligence), breach of statutory duty, or otherwise, in each case arising under and/or in connection with these Terms and Conditions shall be limited to one hundred percent (100%) of the total Fees paid by You under these Terms and Conditions in the twelve (12) calendar months prior to the event giving rise to the liability.

13.4.
Frisk Online shall not be liable or responsible in any way for any damage caused by any misuse of the Site or Training Materials by You or any third party.

13.5.
You acknowledge that information, software and other material accessible over the Internet via the Site may contain malware, including viruses, Trojan horses, worms, robots, or other harmful and destructive components. Frisk Online shall not be liable for any direct, indirect, incidental or other loss or damages which result or may result from Your access to or use of the Internet, Site or Services. Further whilst Frisk Online uses reasonable efforts to ensure the security of the Site and User and Registered User data, Frisk Online shall not be liable for any direct, indirect, incidental or other loss or damages which result or may result from unauthorised third-party access to the Site, whether by hacking or otherwise.

13.6.
Frisk Online shall not be liable for orders for purchase of or subscriptions to Services or information submissions which are made via the Site but not received by Frisk Online for any reason, including but not limited to errors, disruption or downtime of the Site which may, owing to corruption of data, lead to such orders/subscriptions to Services or information submissions being lost or which may lead to orders of/subscriptions to Services or information being submitted incomplete or with errors in which case such orders of/subscriptions to Services or other information may need to be resubmitted.

14.
Indemnity

14.1.
You agree to indemnify (and to keep indemnified) on demand, defend and hold harmless Frisk Online and its subsidiaries, affiliates, Representatives, officers, directors, agents, and employees (each, an “Indemnified Person”), from and against any claim, demand, liability, cost, damage or loss an Indemnified Person may become liable with respect to any claim made against an Indemnified Person by any third party due to or arising under and/or in connection with Your (or Your Representative’s) breach of these Terms and Conditions or the documents incorporated by reference, or Your violation of any law or the rights of a third party.

15.
No Agency

15.1.
You agree that You and Frisk Online are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms and Conditions or by Your purchase of any Services.

16.
Notices

16.1.
All notices required to be served on Frisk Online shall be sent to the contact address or to the e-mail address of Frisk Online as notified on the Site from time to time for such purpose.

16.2.
All notices required to be served by Frisk Online shall be posted on the Site to the extent that they relate to Users other than Registered Users, or sent to the relevant contact email address supplied to Frisk Online by the relevant Registered User or as notified by the relevant Registered User from time to time for such purpose.

17.
Intellectual Property, Licences and Restrictions

Proprietary Rights

17.1.
Frisk Online’s IP
  • 17.1.1.
    You acknowledge and agree that the ownership of all Intellectual Property Rights in the Site, Training Materials and Background Rights, together with any and/or all adaptations, add-ons, modifications, updates and/or enhancements to the Site, Training Materials, and Background Rights by Frisk Online or by You (including, without limitation, as part of KNOWLEDGE SHARE Activities) or by a third party (the “Frisk IP” ), belong to, and shall remain the property of, Frisk Online or its third-party licensors (as the case may be).

    17.1.2.
    To give effect to clause 17.1.1, You hereby assign to Frisk Online, as a present assignment of existing and future Intellectual Property Rights, all Intellectual Property Rights in any adaptations, add-ons, modifications, updates and/or enhancements to the Site, Training Materials, or Background Rights made by You or Your Representatives (including, without limitation, as part of KNOWLEDGE SHARE Activities) and all materials embodying these rights (the “Assigned Rights”) to the fullest extent permitted by law.

    17.1.3.
    Insofar as the Assigned Rights do not vest automatically in Frisk Online by operation of law or under these Terms and Conditions, You hold title in these rights on trust for Frisk Online and shall do all acts necessary to confirm that absolute title in the Assigned Rights has passed, or will pass, to Frisk Online.

    17.1.4.
    Moral Rights: You hereby (and shall procure that Your Representatives shall) waive any moral rights in the Assigned Rights to which You (or Your Representatives) are now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agree not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Assigned Rights or other materials infringes the Your (or Your Representatives’) moral rights.

17.2.
Your IP
  • 17.2.1.
    Frisk Online acknowledges and agrees that the ownership of all Intellectual Property Rights in the Customer Materials (the “Customer IP”) and, subject to Your payment of all Fees, the Commissioned Deliverables (excluding all IPR in Background Rights incorporated in a Commissioned Deliverable) belong to You or Your third-party licensors (as the case may be).

    17.2.2.
    To give effect to clause 17.2.1 and subject to Your payment of the Fees, Frisk Online hereby assigns to You, as a present assignment of existing and future Intellectual Property Rights, all Intellectual Property Rights in the Commissioned Deliverables (excluding all IPR in Background Rights incorporated in the Commissioned Deliverables) and all materials embodying these rights to the fullest extent permitted by law.

    17.2.3.
    In respect of any Background Rights incorporated into a Commissioned Deliverable, Frisk Online grants to You a perpetual, non-exclusive, royalty-free and worldwide right to use such Background Rights incorporated in a Commissioned Deliverable solely to the extent necessary for You to use the Commissioned Deliverable in the ordinary course of Your business.

17.3.
Except as stated in these Terms and Conditions, these Terms and Conditions do not grant You any rights to, or in, any Intellectual Property Rights, or any other rights or licences in respect of the Frisk IP.

17.4.
You acknowledge and agree that the Training Materials, Background Rights, and Frisk Online’s Confidential Information are commercially valuable, proprietary assets of Frisk Online, the design and development of which reflect the effort of skilled developers and the investment of considerable time and money by Frisk Online.

Licences

17.5.
Subject to Your compliance with these Terms and Conditions and the payment of all Fees, Frisk Online hereby grants to You a non-exclusive, worldwide, non-sub licensable, non-transferable, terminable right to Use the Site and/or Training Materials (in each case to the extent described in the Order Form and, if relevant, in accordance with the Registered User Level) during the Subscription Period solely for the Purpose.

17.6.
You acknowledge and agree that the Training Materials and Background Rights have been licensed by Frisk Online and not sold to You.

17.7.
You hereby grant Frisk Online a fully paid-up, non-exclusive, royalty-free, non-transferable, non-sub-licensable (except to Frisk Online’s Representatives) licence to store, use, copy and/or modify the Customer Materials for the purpose of facilitating the Customer’s Use of the Site and/or the Training Materials (as the case may be).

Restrictions

17.8.
To the fullest extent permitted by law and except as expressly provided in these Terms and Conditions or following Frisk Online’s express written consent, You shall not:
  • 17.8.1.
    distribute, modify, transmit, reuse, repost, or use any or all of the information on the Site or in any part or parts of the Training Materials for any purpose other than the Purpose nor for public or commercial purposes;

    17.8.2.
    provide hypertext links, URL Links, graphic links, hyperlinks or other direct connection to the Site or the Training Materials;

    17.8.3.
    decompile, reverse engineer or disassemble the Site, Training Materials, or the Background Rights in whole or in part;

    17.8.4.
    process or otherwise use the information contained on or within the Site or in the Training Materials for any illegal or immoral purpose nor use or process the same unfairly;

    17.8.5.
    provide or otherwise make the Site, Training Materials, or Background Rights available in whole or in part to any third party, except in compliance with clause 19.4 (Confidential Information);

    17.8.6.
    remove Frisk Online’s trade mark, copyright notice or any other proprietary notice from the Site, Training Materials, or Background Rights;

    17.8.7.
    permit or suffer any User to print and store more than one copy of the relevant Training Materials at any given time; and

    17.8.8.
    download for storage, or share on any social media platform, any Training Materials which are video in media and You shall ensure that the content of such video media is viewed through a streaming service only.

17.9
You are responsible for all statements made and acts that occur through the use of Your Registration. Customer Materials submitted or made available to Frisk Online (via the Site or otherwise) and Your conduct (or any items listed therein) shall not:
  • 17.9.1.
    be false, inaccurate or misleading;

    17.9.2.
    be fraudulent or involve the sale of counterfeit or stolen items;

    17.9.3.
    infringe any third party's copyright, patent, trade mark, trade secret or other proprietary rights or rights of publicity or privacy;

    17.9.4.
    violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);

    17.9.5.
    be defamatory, trade libellous, unlawfully threatening or unlawfully harassing;

    17.9.6.
    be obscene, blasphemous, contain any pornography including without limitation child abuse images or other legally restricted material;

    17.9.7.
    contain any malware, including viruses, Trojan horses, worms, time bombs, robots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;

    17.9.8.
    create liability for us or cause us to lose (in whole or in part) the services of our Internet service provider or other suppliers;

    17.9.9.
    impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with anyone or anything; or post or transmit chain letters, pyramid schemes, advertising, promotional materials, or other solicitation except as where explicitly requested by another User.

17.10
While Frisk Online cannot review all transmissions by Users of the Training Materials, we reserve the right to, and may from time to time, monitor any information transmitted or received through our service. Frisk Online, at our sole discretion and without further notice to You, may review, remove, or otherwise block any information that we deem inappropriate or that violates any of these Terms and Conditions

17.11.
You agree and accept that Frisk Online may publish or otherwise distribute the Customer Materials and You therefore grant to Frisk Online an irrevocable, perpetual, non-exclusive right and licence without any restriction as to field or purposes of use, to publish the Customer Materials (including for the avoidance of doubt, without infringing any and all Intellectual Property Rights subsisting in the Customer Materials from time to time, for example Your trade marks and copyright where Training or Training Materials have been modified to include the same) and all content contained therein on or within the Site, on any other media whatsoever and in its own advertising and promotion.

17.12.
You warrant and represent to Frisk Online that the rights in the Customer Materials are valid and subsisting and that the exercise by Frisk Online (or its Representatives) of its rights in respect of the Customer Materials will not infringe the rights (including Intellectual Property Rights) of any third party.

17.13.
You hereby indemnify, and shall keep indemnified, and hold harmless Frisk Online in full against all claims, liabilities, costs and losses whatsoever and howsoever incurred by Frisk Online its servants or nominees arising out of any claim made against it in any jurisdiction in the world for infringement of any Intellectual Property Rights of any third party caused by:
  • 17.13.1.
    Your use of the Site or the Training Materials in breach of these Terms and Conditions; and/or

    17.13.2.
    Frisk Online’s use of the Customer Materials in compliance with the rights granted under these Terms and Conditions).

17.14.
Frisk Online, Frisk Online Portal, frisk-online.com, Frisk-Online.com, and the Frisk Online logo are trade names or registered trade marks of Frisk Online, the use of which, beyond that which is permitted by law, is forbidden by any other persons without the express permission of Frisk Online.

17.15.
Frisk Online makes no warranty or representation in respect of any other trade mark or trading name, symbol or device, all of which are hereby acknowledged.

18.
Third-Party Advertising and Links to Third-Party Site

18.1.
There may be third-party content and/or advertising posted on the Site from time to time which may contain links to Third-Party Site(s). You acknowledge and accept that Frisk Online does not exercise any review or editorial control over such third-party content or advertising whatsoever. Accordingly, Frisk Online's liability and responsibility for the content of such third-party advertising on the Site and any damage it may cause is hereby disclaimed and excluded to the maximum extent permitted by law.

18.2.
Where Frisk Online provides hyperlinks to a Third-Party Site, Frisk Online shall not take any responsibility for nor does it make any warranties, representations or undertakings about the content of such site and Frisk Online does not endorse or approve the content of such Third-Party Site. If You decide to use any link to a Third-Party Site You leave the Site and You do so at Your own risk.

18.3.
Links to Third-Party Site(s) in the third-party advertising or otherwise on the Site do not imply that:
  • 18.3.1.
    Frisk Online is affiliated or associated with the owners of such Third-Party Site;

    18.3.2.
    Frisk Online is legally authorised to use any trade mark, trade name, logo or copyright symbol displayed in or accessible through the Third-Party Site; or

    18.3.3.
    any linked Third-Party Site is authorised to use any trade mark, trade name, logo or copyright of Frisk Online.

19.
Confidentiality

19.1.
A party receiving Confidential Information (the “Recipient”) of the other party (the “Disclosing Party”) shall:
  • 19.1.1.
    use the Confidential Information of the Disclosing Party only as permitted under these Terms and Conditions and will, save to the extent permitted under these Terms and Conditions, not disclose any Confidential Information to any third-party, without the Disclosing Party’s prior consent;

    19.1.2.
    without prejudice to clause 19.1.1, take measures that are no less protective than those measures it uses to protect the confidentiality of its own comparable Confidential Information; and

    19.1.3.
    ensure that its Representatives receiving Confidential Information of the Disclosing Party comply with the obligations of confidentiality contained in these Terms and Conditions as if they were a party to these Terms and Conditions.

19.2.
Subject to clause 19.3, the restrictions contained in clause 19.1 shall not apply to any Confidential Information which:
  • 19.2.1.
    comes into the public domain otherwise than through a breach of these Terms and Conditions;

    19.2.2.
    is required by a court of competent jurisdiction or by a governmental or regulatory authority to be disclosed or where there is a legal right, duty or requirement to disclose;

    19.2.3.
    is independently developed by the Recipient without any reliance on Confidential Information of the Disclosing Party; or

    19.2.4.
    is lawfully acquired from a third party who owes no duty of confidentiality in respect of the Confidential Information.

19.3.
Notwithstanding clause 19.2, the parties agree that:
  • 19.3.1.
    the Training Materials are treated by Frisk Online as confidential and contain substantial trade secrets and/or other confidential information of Frisk Online, which Frisk Online has entrusted to You in confidence to use only as expressly authorised in these Terms and Conditions;

    19.3.2.
    You may not, at any time, disclose or disseminate the Training Materials to any person or entity that does not need to obtain access thereto in connection with the proper exercise of Your rights under the Terms and Conditions; and

    19.3.3.
    subject to clause 19.4, under no circumstances may You disclose or disseminate the Training Materials to any third party without Frisk Online’s express written consent.

19.4.
Subject to Your compliance with clause 19.1.3 and notwithstanding clause 19.3.3, You may disclose Final Training Materials to auditors (excluding any auditor which, as part of its business, provides services equivalent or similar to the Services or any learning management systems), regulators, and external professional advisors solely for the purpose of receiving legal/compliance advice. If You are required to make such a disclosure, You shall, where practicable and/or permissible, consult with Frisk Online as to the terms, content or timing of the disclosure, and shall use all reasonable endeavours to limit the scope of the required disclosure and to maintain the confidentiality of the disclosed Confidential Information.

19.5.
You will cause Your Representatives afforded access to the Training Materials to protect the Training Materials against improper use, dissemination or disclosure and to otherwise comply with Your obligations under these Terms and Conditions and You are responsible for a breach of any such obligations by any such Representative if such breach were Your own.

19.6.
Notwithstanding any other provision in these Terms and Conditions, Frisk Online shall not be restricted from developing and using any techniques, ideas, concepts or know-how relating to methods or processes acquired during the provision of the Services provided that in doing so there is no breach of the non-disclosure provisions of this clause 19 (Confidentiality).

20.
General

20.1.
Assignment. Users and Registered Users shall not be entitled to assign, transfer, charge or licence the whole or any part of its rights and/or obligations under these Terms and Conditions without the prior written consent of Frisk Online.

20.2.
Subcontracting. Frisk Online may engage any person, firm or company as its subcontractor to perform any of its obligations, provided that to the extent a subcontractor is a subprocessor, it complies with its obligations as set out in the Order Form (where applicable).

20.3.
Relationship. Nothing in these Terms and Conditions shall be deemed to create a partnership or joint venture or contract of employment of any kind between the parties nor shall it be deemed to grant any authority not expressly set out in the Agreement or create any agency between the parties.

20.4.
Entire agreement. Each party confirms that this Agreement sets out the entire agreement and understanding between the parties and that it supersedes all previous agreements, arrangements and understandings between them relating to the subject matter of the Site and Services. The User or Registered User as the case may be confirms that it has not relied upon any statement, representation or understanding that is not an express term and shall not have any remedy in respect of any statement, representation or understanding which is not an express term unless made fraudulently.

20.5.
Waiver. No failure or delay exercise by any party in exercising any right, power or remedy under these Terms and Conditions will operate as a waiver of that or any other right, power or remedy nor will any single or partial exercise by either party of any right, power or remedy preclude any further exercise of any other right, power or remedy.

20.6.
Severance. To the extent that any provision of this Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of these Terms and Conditions, it shall not affect the validity, lawfulness or enforceability of the remainder of these Terms and Conditions, nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.Severance To the extent that any provision of this Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of these Terms and Conditions, it shall not affect the validity, lawfulness or enforceability of the remainder of these Terms and Conditions nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.

20.7.
Force Majeure. A party will not be liable for any failure/delay in performing its obligations under these Terms and Conditions to the extent that this failure is the result of any cause or circumstance beyond the reasonable control of that party including acts of God, war, civil commotion or industrial dispute, and that this failure could not have been prevented or overcome by that party acting reasonably and prudently. If consequently either party is prevented from performing its obligations for a period exceeding three (3) months, then the other party may terminate these Terms and Conditions immediately on written notice.

20.8.
Rights of Third Parties. Nothing in these Terms and Conditions shall create or confer any rights or other benefits whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than the parties to these Terms and Conditions.

20.9.
Further Assurance. Each party shall at the cost and expense of the other party use all reasonable endeavours to do all such further acts and things and execute or procure the execution of all such other documents as that party may from time to time reasonably require for the purpose of giving that party the full benefit of the assets, rights and benefits to be transferred to the other party under these Terms and Conditions.

20.10.
Miscellaneous. The rights and remedies of the parties under this Agreement are cumulative and in addition to any rights and remedies provided by law. Any variation to this Agreement must be in writing and agreed by the parties. This Agreement may be executed in counterpart.

20.11.
Governing Law. These Terms and Conditions shall be governed in all respects by English law as if the contract was wholly entered into and wholly performed within England. The parties hereby submit to the exclusive jurisdiction of the English courts.

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Part III Registered User Level Tables and Fees

21.
Registered User Level Tables

21.1.
The tables below list each category of Registered User Level available from time to time and the privileges enjoyed at each level. These are subject to change in accordance as part of these Terms and Conditions in accordance with clause 1.3 above.

Reference Role Description
TA Training Administrator A Training Administrator is a representative of a firm using Frisk Online Limited as a training provider. This representative is responsible for adding, deleting and modifying users, and reporting on e-courses and study packs taken. A Training Administrator can receive reports by email and request support from Frisk Online to manage any of these administrative actions. Reports could include study pack pass, fail and completion rates, for example. This Registered User must adhere to these terms and in particular pay attention to term 5.7.
CO Coordinator A Coordinator is a staff member given permission to be included into automatically generated group progress reports. The Coordinator also has the ability to generate custom reports, e.g. report on an individual's progress, allocate training and set up study packs (subject to permissions given by the Training Administrator).
MGR Manager A Manager is a staff member with permission to be included into automatically generated group progress reports. The Manager can not modify any settings or allocate training and manage study packs.
RCU Registered company user A Training Administrator, Coordinator or a member of Frisk Online Learning Support (on behalf of a customer) creates user groups and registers or adds previously Registered individual users to company groups enabling user 'access rights' to Frisk Online courseware.
RITU Registered individual TRIAL user An individual who registers as a Trial Registered User directly contracts with Frisk Online, until they subscribe on behalf of a business as a “Customer”. These Terms and the Privacy Notice apply to this trial relationship. This Registered User can cancel at any time, which results in their personal data being permanently deleted. They can do this by contacting Frisk Learning Support. Email: support@frisk-online.com

22.
User Licence Fees

22.1.
User Licence Fees information indicates the Fees payable for User Licences and the relevant discount applied. Fees information is always displayed alongside each training product overview. The main site contains a pricing page with all product overviews and the associated pricing, which is accessible using the site address: www.frisk-online.com. Discount tables are provided within the Order Form. Fees are subject to change in accordance as part of these Terms and Conditions and in accordance with clause 1.3 above.

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