Marketplace Buyer Agreement
V24.07
Terms of Business
Background
(A) These Terms of Sale set out the terms and conditions on which Paid Content, accessed via Subscriptions, is sold by Us to customers through the Nimble Marketplace website https://nimble-elearning.com (“Our Site”).
(B) Terms and information that are specific to accessing sessions of Paid Content from or via Our Site and our platform are set out below for ease of reference but they will have the same effect as if set out in these Terms of Sale.
(C) Before You can purchase any Subscription, You will first have to set up an Account. You will not be able to open an Account, purchase a Subscription or access Paid Content through Our Site unless, as part of the process of setting up an Account, You first accept and agree to comply with and be bound by these Terms of Sale and the attachment.
(D) These Terms of Sale, as well as any and all Contracts, are in the English language only.
(E) These Terms of Sale apply only to the sale of Paid Content; the terms governing use of Our Site are separate and are set out on Our Site under the heading “Website Terms of Use”.
IT IS AGREED as follows:
1. Definitions and Interpretation
1.1 In these Terms, unless the context otherwise requires, the following terms shall have the following meanings:
“Account” means the account, referred to in Sub-Clause 7.1, that You must set up with Us in order to purchase any Subscription;
“Background Items” means additional resources (background and other information or material) forming part of, or complementary to, the course, learning module, training, instruction, consultation, or information sessions to be provided to You, all of which resources are downloadable or viewable as text/graphics;
“Business Day” means any weekday other than a bank or public holiday where the banks are open for business in London;
“Contract” means a contract between Us and You for the purchase of a Subscription for You to access any Paid Content, as explained in Clause 7;
“Data Protection Legislation” means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended;
“Paid Content” means any
(1) learning module, course, training, instruction, teaching, mentoring, consulting, information, or advice or guidance, any media assets and/or other services linked to the above; or
(2) training course or session concerning Your requirements for training, instruction, teaching, mentoring, consulting, information, or advice or guidance; or
(3) any related materials or other information which We offer, comprising any content (including text, graphics, images, audio, video and other content)
sold by Us through Our Site and made available by Us on Our Site by any means
Paid Content will be more fully described in other information that We give or make available to You before You order a Subscription. That information may include the name of any learning course author providing any content on Our behalf but whether it does or does not do so, We may, if so We decide in Our discretion, at any time and without notice substitute any other course author;
“Seller” means the originator and IP owner of the Paid Content sold through the Nimble Marketplace, whether this is a third-party author (subject matter expert) or Us.
“Subscription” means a subscription to one or more of the Nimble Marketplace courses on Our Site, purchased by You and which provides You with access to Paid Content which comprises:
(a) one or more specific single events or items; and/or one or more series or collections of two or more specific events or items; and/or
(b) one or more or all types of events or items available on or via Our Site; and/or
(c) the Background Items.
We will give You information about the period of access to (a), (b) and (c) before You purchase the Subscription which will include the information described in Sub-Clause 7.4.
“Subscription Confirmation” means Our email of acceptance and confirmation of Your purchase of a Subscription;
“Subscription ID” means the reference number for Your Subscription;
“We/Us/Our” means Nimble Elearning Limited, a company registered in England under 07007216, whose registered address is Nimble Hub, Chipmans Platt, Stonehouse, Gloucestershire, England, GL10 3SQ; and
“You” means the customer which sets up an Account and purchases Subscriptions and accesses and uses any Paid Content, and where You purchase any Paid Content so that You can allow access to it and use of it by any members of Your staff, it includes (subject to Sub-Clause 18.4) those members of staff as and where the context permits.
2. Information About Us
2.1. Our Site, https://nimble-elearning.com, is owned and operated by Us. We are a Gloucestershire UK-based company who have developed unique online tools that make creating and tracking elearning super-easy, approachable and affordable.
3. Contacting Us
3.1. If You wish to contact Us with general questions, You may contact Us by telephone at +44 (0)1453 823029, by email at hello@nimble-elearning.com, or by post at Nimble Elearning Ltd, Nimble Hub, Chipmans Platt, Stonehouse, Gloucestershire, GL10 3SQ.
3.2. To make a complaint, see Clause 15.
4. Access To and Use of Our Site
4.1. Access to Our Site is free of charge.
4.2. It is Your responsibility to make any and all arrangements necessary in order to access Our Site.
4.3. Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice. We will not be liable to You in any way if Our Site (or any part of it) is unavailable at any time and for any period.
4.4. Use of Our Site is subject to Our Website Terms of Use https://nimble-elearning.com/terms-and-conditions/. Please ensure that You have read them carefully and that You understand them.
5. Customers
5.1. These Terms of Sale and the attachment apply to all customers, including individual consumers purchasing Paid Content for personal use (that is, in connection with, or for use in, their trade, business, craft, or profession).
5.2. These Terms of Sale constitute the entire agreement between Us and You with respect to Your purchase of Subscriptions and Paid Content from Us. You acknowledge that You have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out in these Terms of Sale and that You shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.
6. Subscriptions, Paid Content, Pricing and Availability
6.1. We may from time to time change Our prices. Changes in price will not affect any Subscription that You have already purchased but will apply to any subsequent renewal or new Subscription. We will inform You of any change in price at least 30 days before the change is due to take effect. If You do not agree to such a change, You may cancel the Contract as described in Sub-Clause 12.1.
6.2. Minor changes may, from time to time, be made to certain Paid Content, for example, to reflect changes in relevant laws and regulatory requirements, or to address technical or security issues. These changes will not alter the main characteristics of the Paid Content and should not normally affect Your use of that Paid Content. However, if any change is made that would affect Your use of the Paid Content, suitable information will be provided to You.
6.3. In some cases, as described in the relevant content descriptions, We may also make more significant changes to the Paid Content. If We do so, We will inform You at least 30 days before the changes are due to take effect. If You do not agree to the changes, You may cancel the Contract as described in Sub-Clause 12.1.
6.4. Where any updates are made to Paid Content, that Paid Content will continue to match Our description of it as provided to You before You purchased Your Subscription for access to the Paid Content. Please note that this does not prevent Us from enhancing the Paid Content, thereby going beyond the original description.
6.5. We make all reasonable efforts to ensure that all prices shown on Our Site are correct at the time of going online. Changes in price will not affect any order for a Subscription that You have already placed (please note Sub-Clause 6.9 regarding VAT, however).
6.6. All prices are checked by Us before We accept Your order. In the unlikely event that We have shown incorrect pricing information, We will contact You in writing to inform You of the mistake. If the correct price is lower than that shown when You made Your order, We will simply charge You the lower amount and continue processing Your order. If the correct price is higher, We will give You the option to purchase the Subscription at the correct price or to cancel Your order (or the affected part of it). We will not proceed with processing Your order in this case until You respond. If We do not receive a response from You within 5 Business Days We will treat Your order as cancelled and notify You of this in writing.
6.7. If We discover an error in the price or description of Your Subscription after Your order is processed, We will inform You immediately and make all reasonable efforts to correct the error. You may, however, have the right to cancel the Contract if this happens. If We inform You of such an error and You do wish to cancel the Contract, please refer to Sub-Clause 12.4.
6.8. If the price of a Subscription that You have ordered changes between Your order being placed and Us processing that order and taking payment, You will be charged the price shown on Our Site at the time of placing Your order. Subsequent Subscriptions will be charged at the new price.
6.9. Prices on Our Site are shown and exclusive of VAT.
7. Orders – How Contracts Are Formed
7.1. will be guided through the process of setting up an Account and purchasing a Subscription. Before completing Your purchase of a Subscription, You will be given the opportunity to review Your order for the Subscription and amend it. Please ensure that You have checked Your order carefully before submitting it.
7.2. If, during the order process, You provide Us with incorrect or incomplete information (including any incorrect or incomplete information about You or the type of Paid Content that You require) please contact Us as soon as possible. If We are unable to process Your order due to incorrect or incomplete information, We will contact You to ask to correct it. If You do not give Us the accurate or complete information within a reasonable time of Our request, We will cancel Your order and treat the Contract as being at an end. We will not be responsible for any delay in the availability of Paid Content that results from You providing incorrect or incomplete information.
7.3. No part of Our Site constitutes a contractual offer capable of acceptance. Your order to purchase a Subscription constitutes a contractual offer that We may, at Our sole discretion, accept. Our acceptance is indicated by Us sending You an email with the details of your purchase (“Subscription Confirmation”). Only once We have sent You a Subscription Confirmation will there be a legally binding Contract between Us and You. If your purchase is for access to an elearning course, you will receive a second email with details of how to access the course within one Business Day.
7.4. Once a contract is formed, we will provide you with the means to access the digital goods; downloadable Paid Content; or within one working day, online Paid Content.
7.5. In the unlikely event that We do not accept or cannot fulfil Your order for any reason, We will explain why in writing. No payment will be taken under normal circumstances. If We have taken payment any such sums will be refunded to You.
7.6. Our refunds policy is that a full refund will be issued if Paid Content has been purchased by You and it has not been accessed, and the refund claim is made within fourteen days of the purchase. Refunds for downloads will be determined on a case-by-case basis, but requests will normally only be upheld for Paid Content purchased which is defective or not as described by the Seller.
7.7. Any refunds due under this Clause 7 will be issued to You as soon as possible, and in any event within 14 calendar days of the day on which the event triggering the refund occurs.
7.8. Refunds under this Clause 7 will be made using the same payment method that You used when purchasing Your Subscription.
8. Payment For Subscriptions
8.1. Payment for Subscriptions must always be made in advance. Your chosen payment method will be charged when We process Your order and send You an email with the details of your purchase (“Subscription Confirmation”).
8.2. We accept the following methods of payment on Our Site:
8.2.1. Visa Debit;
8.2.2. Visa Credit;
8.2.3. Mastercard;
8.2.4. Using PayPal’s payment system with a PayPal account, credit or debit card
8.2.5. By BACS directly into Our bank account. Please phone Us on +44 (0)1453 823029 to confirm Your order and obtain Our bank details
8.2.6. By cheque made out to Nimble Elearning Ltd sent to Accounts, Nimble Hub, Chipmans Platt, Stonehouse, GL10 3SQ. Please phone a product consultant to confirm your order on +44 (0)1453 823029.
8.3. We will collect payment and if the Paid Content relates to third-party Sellers, We will act as agent for the Seller.
8.4. If You believe that We have charged You an incorrect amount, please contact Us at support@nimble-elearning.com as soon as reasonably possible to let Us know. You will not be charged for Paid Content while availability is suspended.
9. Provision of Paid Content
9.1. We undertake to make available to You on these Terms of Sale the Paid Content for which You subscribe but if You choose not to access or make any permitted use of some or all of that Paid Content or, for any reason not attributable to Us, You are unable to do so, You will not be entitled to any refund.
9.2. Paid Content appropriate to Your Subscription will be available to You immediately from when We send You a Subscription Confirmation for the duration of Your Subscription until the Contract is otherwise ended.
9.3. Paid Content is purchased and sold on an ‘as is’ basis and no warranties or guarantees are offered by Us. You download and use Our Paid Content at your sole risk. We do not guarantee any specific outcomes as a result of you purchasing Paid Content from Our Site.
9.4. In some limited circumstances, We may need to suspend the provision of Paid Content (in full or in part) for one or more of the following reasons:
9.4.1. To fix technical problems or to make necessary minor technical changes as described in Sub-Clause 6.2;
9.4.2. To update the Paid Content to comply with relevant changes in the law or other regulatory requirements as described above in Sub-Clause 6.2;
9.4.3. To make more significant changes to the Paid Content, as described above in Sub-Clause 6.3.
9.5. If We need to suspend availability of the Paid Content for any of the reasons set out in Sub-Clause 9.3, We will inform You in advance of the suspension and explain why it is necessary (unless We need to suspend availability for urgent or emergency reasons such as a dangerous problem with the Paid Content, in which case We will inform You as soon as reasonably possible after suspension).
10. Licence
10.1. We will own (and retain) all intellectual property rights (at all times throughout the world) in all Paid Content but when You purchase a Subscription to access Paid Content We will grant You a limited, non-exclusive, non-transferable, non-sublicensable licence for You to access, participate in and use the relevant Paid Content for the purposes of training yourself and Your staff, subject to the restrictions contained in Sub-Clause 10.2. The licence granted does not give You any rights in Our Paid Content (including any material that We may licence from third parties).
10.2. The licence granted under Sub-Clause 10.1 is subject to the following usage restrictions;
10.2.1. Unless otherwise agreed between You and Us in writing, the licence period for the Paid Content is for a period of one year from the date on which the Subscription commences;
10.2.2. Some of the Paid Content displayed and sold through the Nimble Marketplace are not owned by Us, but remain the intellectual property of the third-party Seller (on whose behalf We act as agent). We provide the legal framework for the transaction, but your contract is with the Seller of the Paid Content.
10.2.3. You may not copy, rent, sell, publish, republish, share, broadcast or otherwise transmit the Paid Content (or any part of it) or make it available to the public except as permitted under the Copyright Designs and Patents Act 1988 (Chapter 3 ‘Acts Permitted in relation to Copyright Works’); and
10.2.4. You may not use any two way livestream facility which is or is part of a Paid Content item or event to communicate or make accessible to any other person (other than any member of Your staff) accessing or participating in that item or event anything (by voice, text, image or otherwise) except for a query about or contribution to that item or event which is proper having regard to the content of that item or event.
11. Limitation of Liability
11.1. You may cancel Your Subscription at any time. However, subject to Sub-Clause 11.2 Clause 12, We cannot offer any refunds and You will continue to have access to the Paid Content for the remainder of Your current Subscription (up until the renewal or expiry date, as applicable), whereupon the Contract will end.
11.2. If You purchase a Subscription by mistake, please inform Us as soon as possible and do not attempt to access any Paid Content. Provided You have not accessed any Paid Content since the start date (or renewal date, as appropriate) of the Subscription We will be able to cancel the Subscription and issue a full refund. If You have accessed any Paid Content once the Subscription has started, We will not be able to offer any refund and You will continue to have access to the Paid Content for the remainder of the Subscription (up until the renewal or expiry date, as applicable).
11.3. If You wish to exercise Your right to cancel under this Clause 11, You may inform Us of Your cancellation in any way You wish. Cancellation by email or by post is effective from the date on which You send Us Your message. If You would prefer to contact Us directly to cancel, please use the following details:
11.3.1. Telephone: +44 (0)1453 823029;
11.3.2. Email: support@nimble-elearning.com;
11.3.3. Post: Nimble Hub, Chipmans Platt, Stonehouse, Gloucestershire, England, GL10 3SQ;
in each case, providing Us with Your name, address, email address, telephone number, and (if applicable) Subscription ID.
11.4. We may ask You why You have chosen to cancel and may use any answers You provide to improve Our content and services, however please note that You are under no obligation to provide any details if You do not wish to.
11.5. Refunds under this Clause 11 will be issued to You as soon as possible, and in any event within 14 calendar days of the day on which You inform Us that You wish to cancel.
11.6. Refunds under this Clause 11 will be made using the same payment method that You used when purchasing Your Subscription.
12. Ending the Contract Because of Something We Have Done (or Will Do)
12.1. You may end the Contract at any time if We have informed You of a forthcoming change to Your Subscription or the Paid Content or these Terms of Sale that You do not agree to.
12.2. If We have suspended availability of the Paid Content for more than 6 weeks or We have informed You that We are going to suspend availability for more than 6 weeks, You may end the Contract immediately, as described in Sub-Clause 9.4. If You end the Contract for this reason, We will issue You with a refund.
12.3. If availability of the Paid Content will be significantly delayed because of events outside of Our control, You may end the Contract immediately. See Sub-Clause 14.2.6 for more information If You end the Contract for this reason, We will issue You with a refund.
12.4. If We inform You of an error in the price or description of Your Subscription or the Paid Content and You wish to end the Contract as a result, You may end it immediately. If You end the Contract for this reason, We will issue You with a refund.
12.5. You also have a legal right to end the Contract at any time if We are in breach of it.
12.6. If You wish to exercise Your right to cancel under this Clause 12, You may inform Us of Your cancellation in any way You wish. Cancellation by email or by post is effective from the date on which You send Us Your message. If You would prefer to contact Us directly to cancel, please use the following details:
12.6.1. Telephone: +44 (0)1453 823029;
12.6.2. Email: support@nimble-elearning.com;
12.6.3. Post: Nimble Hub, Chipmans Platt, Stonehouse, Gloucestershire, England, GL10 3SQ;
in each case, providing Us with Your name, address, email address, telephone number, and Subscription ID.
12.7. We may ask You why You have chosen to cancel and may use any answers You provide to improve Our content and services, however please note that You are under no obligation to provide any details if You do not wish to.
12.8. Refunds under this Clause 12 will be issued to You as soon as possible, and in any event within 14 calendar days of the day on which You inform Us that You wish to cancel.
12.9. Refunds under this Clause 12 will be made using the same payment method that You used when purchasing Your Subscription.
13. Our Liability
13.1. We accept no liability for the completeness or accuracy of any Paid Content purchased through the Our Marketplace. You accept that We are in no way liable for any inaccuracies, misleading statements, or representations made in any Paid Content supplied to Our Marketplace by third party Sellers.
13.2. Under no circumstances shall Us, or any of Our officers, directors, employees, subsidiaries, agents, parent companies, or content providers be held liable for any indirect, incidental, special or consequential damages, from the use of or inability to use any Paid Content, or from any action or decision taken as a result of using the Paid Content.
13.3. Subject to Sub-Clause 13.5, We will not be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity or loss of anticipated savings, or for any indirect or consequential loss arising out of or in connection with any contract between You and Us.
13.4. Subject to Sub-Clause 13.5, Our total liability to You for all other losses arising out of or in connection with any contract between You and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be either 100% of the total sums paid by You under the contract in question.
13.5. Nothing in these Terms of Sale seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or Sub-contractors), for fraud or fraudulent misrepresentation, or for any other matter in respect of which liability cannot be excluded or restricted by law.
14. Events Outside of Our Control (Force Majeure)
14.1. We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other similar or dissimilar event or circumstance that is beyond Our reasonable control.
14.2. If any event described under this Clause 14 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms of Sale:
14.2.1. We will inform You as soon as is reasonably possible;
14.2.2. We will take all reasonable steps to minimise the delay;
14.2.3. To the extent that We cannot minimise the delay, Our affected obligations under these Terms of Sale (and therefore the Contract) will be suspended and any time limits that We are bound by will be extended accordingly;
14.2.4. We will inform You when the event outside of Our control is over and provide details of any new dates, times or availability of Paid Content as necessary;
14.2.5. If the event outside of Our control continues for more than 6 weeks We will cancel the Contract and inform You of the cancellation. Any refunds due to You as a result of that cancellation will be paid to You as soon as is reasonably possible and in any event within 6 weeks of the date on which the Contract is cancelled and will be made using the same payment method that You used when ordering Your Subscription;
14.2.6. If an event outside of Our control occurs and continues for more than 6 weeks and You wish to cancel the Contract as a result, You may do so in any way You wish including those means as set out in clause 11 and 12. Any refunds due to You as a result of such cancellation will be paid to You as soon as is reasonably possible and will be made using the same payment method that You used when ordering Your Subscription.
15. Communication and Contact Details
15.1. If You wish to contact Us with general questions or complaints, You may contact Us by telephone on those details set out in clause 3.
16. Data Protection
16.1. We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that Your experience as a customer of Ours is a positive one, We nevertheless want to hear from You if You have any cause for complaint.
16.2. All complaints are handled in accordance with Our complaints handling policy and procedure, available from Nimble Hub, Chipmans Platt, Stonehouse, Gloucestershire, England, GL10 3SQ and support@nimble-elearning.com.
16.3. If You wish to give Us feedback about any aspect of Your dealings with Us, please contact Us in one of the following ways:
16.3.1. In writing, addressed to the Directors, Nimble Elearning, Nimble Hub, Chipmans Platt, Stonehouse, Gloucestershire, England, GL10 3SQ;
16.3.2. By email, addressed to the Directors at support@nimble-elearning.com;
16.3.3. By contacting Us by telephone on +44 (0)1453 823029.
17. How We Use Your Personal Information (Data Protection)
17.1. All personal data that We may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and Your rights thereunder.
17.2. For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of Your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Policy and Cookie Policy at https://nimble-elearning.com/privacy/.
18. Other Important Terms
18.1. We may transfer (assign) Our obligations and rights under these Terms of Sale (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, You will be informed by Us in writing. Your rights under these Terms of Sale (and the Contract) will not be affected and Our obligations under these Terms of Sale (and the Contract) will be transferred to the third party who will remain bound by them.
18.2. You may not transfer (assign) Your obligations and rights under these Terms of Sale (and under the Contract, as applicable) without Our express written permission.
18.3. The Contract is between You and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of Sale.
18.4. Without prejudice to the generality of Sub-Clause 18.3, where any member of Your staff accesses or uses any Paid Content pursuant to a Subscription purchased by You, no contractual relationship will arise between Us and that member of staff, You and that member of staff will not be deemed to be an agent of the other in connection with Your Subscription, and We will have no responsibility or liability to that member of staff for any Paid Content that they access or use or that We provide or fail to provide.
18.5. If any of the provisions of these Terms of Sale are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms of Sale. The remainder of these Terms of Sale shall be valid and enforceable.
18.6. No failure or delay by Us in exercising any of Our rights under these Terms of Sale means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms of Sale means that We will waive any subsequent breach of the same or any other provision.
18.7. We may revise these Terms of Sale from time to time in response to changes in relevant laws and other regulatory requirements. If We change these Terms of Sale as they relate to Your Subscription, We will give You reasonable advance notice of the changes and provide details of how to cancel if You are not happy with them (also see Sub-Clause 12.1 above).
19. Law and Jurisdiction
19.1. These Terms of Sale, and the relationship between You and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.
19.2. Any disputes concerning these Terms of Sale, or the relationship between You and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England and Wales.
