User Licence

1. Licensing Process

1.1 Under the terms of this licence agreement (“the Licence”) we, Upskill Online Limited of Unit 5, Red Cow Business Park, Clondalkin, Dublin D22 HC81 (“Olive”, “We” or "Us"), license you to Take the online course [which you propose to take on the Site] (“the Course”).

1.2 In this Licence the word “Take” or “Taking”, used in respect of the Course means:
(a) to access the website on which the Course is located;
(b) to view and listen to content of the Course via the website;
(c) to input answers to questions provided via the Course; and
(d) to download and keep a copy of a certificate, if one is awarded to you, at the conclusion of the Course.

1.3 By accessing the Course from the website and/or by clicking on the "accept" button below you agree to be bound by the terms of the Licence, which is a legal agreement.

1.4 If you do not agree to the terms of the Licence, you may not take the Course, and you must leave it by clicking on the "cancel" button below.

1.5 We advise you to print a copy of the Licence for future reference.

2. Grant and scope of licence

2.1 In consideration of the fees paid by you or on your behalf and by you agreeing to abide by the terms of this Licence, We hereby grant you a non-exclusive, non-transferable licence for your professional use only to Take the Course on the Website. For the avoidance of doubt, this Licence is for access by a single person only and you must not share the Course with any other person.

2.2 You agree that you are undertaking the Course as (or substantially as) part of your business, trade, craft, or profession and not otherwise. You specifically agree and represent to us that you are not an individual acting wholly or mainly outside your trade, business, craft, or profession in relation to this Course.

2.3 You will be responsible for ensuring you have appropriate software and hardware to be able to access the Course.

3. Intellectual property rights

3.1 You acknowledge:
(a) that all intellectual property rights in the Course anywhere in the world belong to us and to our licensors;
(b) that you have no rights in or to the Course other than the right to Take it in accordance with the terms of this Licence.

4. Limitation of liability

4.1 It is agreed and acknowledged by you that;
(a) the Course is intended as general information only;
(b) as far as we are aware, the general information in the Course is and was current on the date on which it was launched and no representations are made as to its ongoing validity beyond that date;
(c) it has not been developed to meet your individual requirements;
(d) you are responsible for ensuring that it meets your requirements and that you have taken steps to verify the suitability of the Course for your needs;
(e) it is not legal or other professional advice on which you may rely;
(f) it may from time to time be unavailable, inaccessible, or subject to interruption.

4.2 We will not in any circumstances be liable to you or to any third party, for any claim (whether in contract, tort (including negligence), breach of statutory duty or otherwise) arising under this Licence or in connection with your Taking or having Taken the Course, for any loss, damage, cost, or expense and including any:
(a) loss of profits, sales, business, or revenue;
(b) business interruption;
(c) loss of anticipated savings;
(d) loss or corruption of data or information;
(e) malware, viruses, worms, or like software that may damage your computer system, equipment, or other property due to your having Taken the Course;
(f) loss of business opportunity, goodwill or reputation; or
(g) any special, indirect, incidental or consequential loss, damage, costs, or expense of any kind or nature, even if foreseeable or if we have been advised of their possibility.

4.3 You acknowledge that you have reviewed your own requirements and understand that the only representations which we have made in respect of the Course are those which are set out in clause 4.1 above and you have not otherwise relied on any statement, representation, or any other communication or information (howsoever conveyed), in choosing to Take the Course.

4.4 In any event, our maximum aggregate liability under or in connection with this Licence will in all circumstances be limited to a sum equal to twice the fee paid for this single Licence. This cap on liability does not apply to clause 4.5.

4.5 Nothing in this Licence will limit or exclude our liability for:
(a) death or personal injury resulting from our negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability that cannot be lawfully excluded or limited by English law.

4.6 This Licence sets out the full extent of our obligations and liabilities in respect of the provision of the Course to you, subject to any bulk licence agreement that has led us to provide the Licence to you. Except as expressly stated in this Licence, there are no other conditions, warranties, representations or terms, express or implied, which are binding on us. Any condition, warranty, representation or other term concerning the provision of the Course which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

4.7 You indemnify us (on demand) against and shall be responsible for: each loss, liability, or cost incurred as a result of any claim by any person against us which arises as a result of the Taking of the Course by you.

4.8 You acknowledge that the risk allocation reflected in this clause 4 is reflected in the fees payable for the Course, and the rights, benefits, and obligations under this agreement. You also recognise the general nature of the course and our lack of control of how and for what purposes the Course is used by you.

5. Termination

5.1 Either party may terminate this Licence immediately by written notice to the other.

5.2 Upon termination for any reason:
(a) all rights granted to you under this Licence will come to an end; and
(b) you must immediately stop Taking this Licence;
(c) the limitation obligations under clause 4 expressly subsist following the termination of this Licence.

6. Notice

6.1 A party may give notice in writing to another party in connection with this Licence: (a) by way of pre-paid post to the recipient's address; or (b) by way of email to the recipient's email address.

6.2 The address of Upskill Online Limited for the service of notices is the company’s address as set out above, or such other address as the company may have notified in writing to the other parties.

6.3 The email address of Upskill Online Limited for the service of notices is compliance@olivegroup.io, or such other email address as Olive may have notified in writing to you.

6.4 A notice sent by pre-paid post will be deemed to have been delivered three days after it was posted.

6.5 A notice sent by email will be deemed to have been delivered 24 hours after it was sent.

7. Events outside our control

7.1 Further to the exclusions set out in this Licence, it is agreed that we will not be liable or responsible for any failure to perform, or delay in performing, any of our obligations under this Licence which is caused by an Event Outside Our Control, as defined in clause 7.2.

7.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.

7.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
(a) our obligations under this Licence will be suspended, and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
(b) we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.

8. Other important terms

8.1 We may assign our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.

8.2 You may not assign your rights or your obligations under this Licence to another person.

8.3 No failure or delay on our part to exercise any right or remedy provided under the Licence or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

8.4 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted to the minimum extent necessary to remove any such invalidity, illegality, or unenforceability, but that shall not affect the validity and enforceability of the rest of this agreement.

8.5 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. You and we irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.