Terms and Conditions of Membership

1 Definitions

1.1 "Academy10" is the trade mark name of The System owned by SkillGate Ltd.

1.2. A "User" is any named individual who accesses The System.

1.2 "Preview Member" is an individual user who has access to the system for the purposes of evaluating the suitability of the content.

1.3 "Subscribing Member" is an organisation who has paid a subscription fee to allow its Registered Employees to use The System for the puposes of education.

1.4 "Registered Employee" means an employee of the Subscribing Member who has been registered to use The System by completion of the on-line registration process provided by The System.

1.5 "The System" means the software and content provided via the Academy10 website to Subscribing Members and Preview Members.

1.6 "Partner" is a third party content provider who is distributing content via The System.

1.7 "Courses" is the general name given to the different learning delivery mechanisms used by The System, those being specifically, Decision Based Training programmes, Tutorials, SkillBuilder programmes and eBriefings.

1.8 "The Service" means the provision of courses used by the Subscribing Member by SkillGate and Partners.

1.9 "Subscription Period" is the period during which the Registered Users of the Subscribing Member have access to The System.

1.10 "Masters" are nominated individuals of the Subscribing Member who have access to the learning activity reports for the Registered Employees.

1.11 "Intellectual Property Rights" means the copyright and other intellectual property rights owned by SkillGate in the System, the Services and the Service Materials and licensed to the member by SkillGate

1.12 "SkillGate" means SkillGate Ltd, Apsley House, Midhurst, GU29 9NX. Company Number 03647432.

2 General

2.1 SkillGate grants to Users a non-exclusive licence in respect of The System and the Intellectual Property Rights accessible through Academy10, subject to the terms and conditions laid down in this document.

2.2 SkilGate may from time to time revise these terms and conditions without notice. Any change will be deemed to have come into effect 24 hours after the posting of the revisions on this web page. Users who continue to use the website after that time will be automatically deemed to have accepted the revisions.

2.3 Any variations on these terms and agreements that are agreed between SkillGate, its Partners and the Subscribing Member must be specified and agreed in writing by SkillGate.

3 Membership

3.1 Preview Members may access the courses for the purpose of the assessment of suitability of courses only. They may not transfer their membership. SkillGate reserves the right to accept users as Preview Members at its sole discretion, and may withraw membership at any time without notice.

3.2 Subscribing Members

3.2.1 Subscribing Members are paid up organisations who use The System for the purposes of education during their Subscription Period.

3.2.2 Subscribing Members may register employees to use The System without restriction excepting specific pricing and conditions specified on purchase of the Courses.

3.2.3 Subscribing Members may only register employees of the Subscribing Member. Agreement to register non-employees must be received in writing from SkillGate.

3.2.4 Subscribing Members may specify one or more Masters who have access to the training activity reports held on The System.

3.2.5 SkillGate is entitled to use the name of the Subscribing Member in its promotional material, unless specified to the contrary in writing by the Subscribing Member.

4 Service

4.1 SkillGate will use its reasonable endeavours to maintain the service 24 hours a day 7 days a week 365 days a year during the Subscription Period excepting necessary routine maintenance.

4.2 SkillGate will endeavour to schedule routine maintenance outside UK office hours and in the event this is not possible SkillGate will advise Subscribing Members in advance if and when routine maintenance is scheduled.

4.3 No compensation will be payable for service interuption that last for up to 14 days. Thereafter compensation will be payable in proportion to the unexpired part of the Subscription Period.

4.4 SkillGate reserves the right to subcontract any work it required.

5 Users

5.1. Users may not assign or transfer their rights or obligations to use this system.

5.2. Users may not store copy or transfer any of the content of The System apart from their personal use.

5.3. Users may only print content for their personal use.

5.4. Users undertake to use their reasonable endeavours to protect the intellectual property of SkillGate and its Partners.

5.5. Users undertake to use their reasonable endeavours to protect the confidentially of personal data held on The System.

6 Masters & Reporting

6.1 The system will maintain records of individual learning activity for up to 5 years.

6.2 Reports on the learning activities of users for the Subscribing Members is available to Masters via The System.

6.3 Masters undertake to fulfill their obligations as laid out in the various data protection acts.

6.4 SkillGate reserves the right to remove any user from Master level access without warning or explanation.

7 Payment

7.1 Subscribing Members pay an annual subscription which defines their Subscription Period.

7.2 Additional courses are available at prices displayed on the Academy10 web site.

7.3 All prices are displayed net of vat.

7.4 Credit terms are 30 days. Thereafter SkillGate reserves the right to collect interest on the outstanding amount at the rate of 3% over Lloyds Bank quoted base rate.

8 Warranties and Liabilities

8.1 SkillGate warrants that it will use all reasonable care and skill in carrying out obligations under these Terms. All other conditions warranties and obligations implied by statute common law or otherwise and any liabilities arising therefrom are excluded to the extent permissible by law.

8.2 The Content has not been written to meet the individual requirements of the Subscribing Member and is supplied on a generic basis. No failure of any part or the whole of the Content to be suitable for the Subscriber's requirements shall give rise to any right or claim against SkillGate or Partners.

8.3 SkillGate accepts no liability for the completeness or accuracy of any content or for placing the same on the Web Site. SkillGate makes no warranties representations or conditions with regard to any of the content whether expressed or implied arising by law or otherwise and there is no implied warranty of merchantability or fitness for a particular purpose.

8.4 The Subscribribing Member accepts that SkillGate is in no way liable for any inaccuracies or misleading statements or representations made in any content supplied to SkillGate by third parties.

8.5 Whilst SkillGate makes all reasonable attempts to exclude viruses from the Web Site, it cannot ensure such exclusion and no liability is accepted for viruses. The Subscribribing Member is recommended to take appropriate measures to protect itself against the risk of virus contamination.

9 Copyright and Intellectual Property

9.1 Nothing that the Subscribing Member does or is entitled to do under the terms of this Agreement or otherwise shall transfer ownership of any Intellectual Property Rights to the Subscribing Member.

9.2 SkillGate reserves the right to transfer the personal data of all users to another service provider in the event SkillGate decides not to maintain the service itself.

9.3 All data entered on The System by the Subscribing Member such as email addresses and activity results shall remain the property of the member subject to the requirements of the data protection act on 1998 and may be reclaimed by the member up to 1 year after the termination of the Subscription Period.

9.4 Neither party hereto shall during the term of this agreement or thereafter disclose to any person ("the Recipient Party") or use for any purpose any information obtained from the other ("the Disclosing Party") in connection with this agreement but the Recipient Party may: Disclose any such information to the End Users who require such disclosure where bona fide necessary for the proper performance of this agreement Use such information in the proper exercise of its rights and the performance of its obligations under this Agreement The Recipient Party shall use its best endeavours to minimise the risk of unauthorised disclosure or use by its officers, employees, servants or agents

10 Termination

10.1 Either party my terminate this agreement at any stage.

10.2 No compensation will become due on termination.

10.3 The Subscribing Member may request a copy of the personal data records of registered users any time up to 1 years after the termination of the agreement.

11 Other

11.1 These terms and conditions shall be governed by and construed in accordance with the laws of England.