Nimble Elearning Marketplace Terms

Version 1.9, 19.11.18

The Nimble Marketplace offers its users an easy way to buy, sell or resell online learning courses. These are terms on which you can use the Nimble Marketplace.

Definitions

i. “Nimble” means Nimble Elearning Ltd.
ii. “the Marketplace” refers to the Nimble Marketplace, which facilitates the transaction of elearning goods and services.
iii. “Products” refers to the courses, media assets and services sold through the Marketplace
iv. “the Buyer” means the purchaser of the Products
v. “the Seller” means the originator and IP owner of the Products sold through the Marketplace – whether a 3rd party SME (subject matter expert) or Nimble
vi. “the Reseller” means an approved third party vendor of Nimble Marketplace Products
vii.  “the ‘Nimble Community” means Nimble customers and resellers
viii. “an Account” means the Nimble LMS or Nimble Author Account
ix. “an Account Holder” means the owner of the Nimble Account

Buyer Terms

1. Legal contract

A legally binding contract of sale will be formed between you and the supplier of the Product when you have confirmed your order. Nimble confirms that the Product will be sold at the price advertised and that you will be paying the Product price in full, plus VAT as required.

Many of the Products displayed and sold through the Nimble Marketplace are not owned by Nimble, but remain the intellectual property of the third-party Seller (on whose behalf Nimble acts as agent). Nimble will provide the legal framework for the transaction, but your contract will be with the Product Seller. Products purchased are sold on an ‘as is’ basis and no warranties or guarantees are offered by Nimble.

Unless otherwise stated, courses are sold for a licence period of 1 year.

2. Payment

You may use the following payment methods:

  • Check out on the site using PayPal’s payment system with a PayPal account, credit or debit card
  • By BACS directly into the Nimble bank account. Please phone a Nimble product consultant on +44 (0)1453 823029 to confirm your order and obtain our bank details
  • By cheque made out to Nimble Elearning Ltd sent to Accounts, Nimble House, Bond’s Mill, Stonehouse, Gloucestershire, GL10 3RF. Please phone a product consultant to confirm your order on +44 (0)1453 823029

Nimble will collect payment as agent for the Seller.

3. Supply of goods

When you purchase a Product via the Nimble website we will supply you with either: the means to access the digital goods immediately; a downloadable Product; or within one working day, an online Product.

Once payment has been made you will be sent an email with the details of your purchase. 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 working day (UK time: GMT/BST Monday to Friday).

4. Free Nimble LMS and Author licence

Where applicable, Marketplace courses are provided with an optional free Nimble LMS and Nimble Author licence*. If allowed by the Seller, you as a Buyer can edit the Seller’s courses for the purpose of adding your company logo and company specific content. It is anticipated that such edits will be few, and will be to add references about your organisation and possibly a bespoke introduction and summary. Nimble and the Seller cannot be responsible for any change to the course content made as a result of the Buyer’s edits.

*The free Nimble LMS and Nimble Author licence offer only applies to companies that have made a purchase of courses totalling £1000 or greater (exclusive of VAT). The included Nimble LMS licence can be used solely for the purpose of hosting the purchased Nimble Marketplace courses. The included Nimble Author licence can be used solely for the purpose of editing and customising courses purchased from the Nimble Marketplace and will not allow the creation of new courses.

5. Non-exclusive licence

When purchasing a Product, you are buying a non-exclusive licence to use the Product based upon the terms specified. Ownership of the Product remains with the Seller unless explicitly described in the details of the Product for sale.

Unless stated otherwise by the Seller you must not:

  • Copy the Product you purchase
  • Loan, lease, sell or distribute the Product

You download and use Marketplace Products at your sole risk. Nimble does not guarantee any specific outcomes as a result of you purchasing a Product from the website.

6. Refunds

Refund requests should be made to Nimble through the contact form on the website or by email to support@nimble-elearning.com. The Nimble Refunds policy states that a full refund will be issued if a purchased Product has not been accessed and the refund claim is made within fourteen days of the purchase. Refunds for downloads will be looked at on a case by case basis, but requests will normally only be upheld for Products purchased that are defective or not as described by the Seller.

Please note that you waive your right to a refund under The Consumer Contracts (Information,
Cancellation and Additional Charges) Regulations 2015 if you access an online Product or
download a downloadable Product.

Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading
Standards office.

7. Warranties and liabilities

Nimble accepts no liability for the completeness or accuracy of any content purchased through the Nimble Marketplace. The Buyer accepts that Nimble is in no way liable for any inaccuracies, misleading statements, or representations made in any content supplied to the Nimble Marketplace by third parties.

Under no circumstances shall Nimble or any of its 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 of the contents, or from any action or decision taken as a result of using the contents.

8. Licence renewal

Unless otherwise agreed, the licence period for this Product runs for one year, at which point the Buyer can choose to renew, or not renew, their licence for the Product.

9. General

These Terms are between Nimble Elearning Ltd and the Buyer. No other person shall have any rights to enforce any of its terms. If any provision of this agreement is held to be invalid or unenforceable, the remaining provisions shall remain valid.

10. The law

These terms shall be governed by and construed in accordance with the Laws of England and the parties hereto submit to the exclusive jurisdiction of the English Courts.

Course Seller terms

1. Non-exclusive rights

As a course Seller you agree to appoint Nimble as your non-exclusive agent to display, market and sell Products that are owned by or licenced to you. You warrant that you are the original author and own the copyright of the Product and therefore have the right to sell the Products or that you are a licensee with sufficient authority to do so.

Any sale to an existing Nimble customer or reseller (the ‘Nimble Community’), whether initiated by Nimble or directly by the Seller, remains subject to the commission plan set out below.

2. Legal indemnity

In agreeing to these terms and conditions you agree that in selling Products through the Nimble website you are not infringing any legal or intellectual property rights* of any third party. You agree to indemnify and hold Nimble without blame from and against all losses, damages, costs and expenses suffered or incurred by Nimble as a result of or in connection with any intellectual property infringement claim brought or threatened by any third party.

Nimble has no responsibility or liability with respect to any claims arising from infringement of the law in any country in relation to the Products Nimble displays, markets and sells on behalf of Sellers.

Products displayed and sold through the Nimble website remain the property of the Seller. The Seller has sole responsibility and management of their Products in the Marketplace, including risk of loss.

*Including, without limitation, any patents, trademarks, service marks, registered designs, applications for any of the foregoing, copyright, database rights, design rights, know-how, confidential information, trade and business names, trademarks and any other similar protected rights in any country.

3. Free Nimble LMS and Author licence

Where applicable, Marketplace courses are provided with an optional free Nimble LMS and Nimble Author licence*. When submitting courses to the Marketplace, you as the Seller can choose whether Buyers are granted permission to edit your courses for the purpose of adding their company logo and company specific content.

The ability for a company to customise their courses is of great benefit to Buyers so a terrific selling point for the Nimble Marketplace.

*The free Nimble LMS and Nimble Author licence offer only applies to companies that have made a purchase of courses totalling £1000 or greater (exclusive of VAT). The included Nimble LMS licence can be used solely for the purpose of hosting the purchased Nimble Marketplace courses. The included Nimble Author licence can be used solely for the purpose of editing and customising courses purchased from the Nimble Marketplace and will not allow the creation of new courses.

4. Ratings and review

As a Nimble Seller you agree to the publication of feedback and ratings about your Products, even though the feedback may be critical, insulting or defamatory. You waive all rights against Nimble in respect of any liability in connection with the publication of defamatory comments about you or your organisation.

Should a registered user post inappropriate, untrue or dishonest comments about you or your Products, you should report this to the Nimble support team who will investigate your claim. It will be at the discretion of Nimble as to whether the feedback should be removed. Please note that Nimble will not monitor feedback posted on the Nimble website.

5. Accurate representation

The Seller will provide the information for your Products as required by Nimble in the online Product Submission form. You must ensure that the information you provide is accurate, complete and not misleading.

You are solely responsible for setting the price of your Products. However, Nimble requests that you price your Products for no more than they are advertised elsewhere online. If a Nimble Buyer locates the exact same Product at a lower price, we request that you sell your Product on the Nimble website for the lower price to that Buyer.

To aid transparency for Buyers, all Sellers are encouraged to sell their courses for a 1 year licence duration.

6. Commission structure

Sellers give Nimble, as your agent, the authority to collect the value of all purchases of your Products made through the Nimble website on your behalf. You agree to pay Nimble commission on the sale of your Products sold through the Nimble website calculated as a percentage of the total net price of your Product plus VAT (where applicable). The following commission levels apply:

Sale of Product by Nimble

50% to Seller and 50% to Nimble on annual net sale plus VAT

Sale by approved 3rd party Reseller (only if use of Resellers’ explicitly agreed by Seller)

40% to Seller, 35% to Reseller, 25% to Nimble on annual net sale plus VAT

Nimble reserves the right to modify the commissions charged to Sellers, following a review of the commission structure, provided that Sellers are notified by email of any new commission rates at least 60 days prior to the changes taking place.

Nimble will collect the value of the sale, plus VAT as required, from Buyers. Commission payable by the Seller, plus VAT as required, will be deducted from the collected amount and will be payable annually to the Sellers by Nimble, no later than 60 days following the date a sale has been made. Where a sale has been made through an approved Reseller, payment to the Seller will only be made once the Reseller’s payment to Nimble has cleared.

Payments to Sellers will be made via BACS, as per the information supplied in the Sellers’ Registration form.

7. Refunds

As a Seller, Nimble requires that you agree to the terms of the Nimble Refunds and Returns policy, which states that a refund can be issued if a purchased online course has not been accessed, is defective, or does not comply with the published description.

Refunds for downloads will be looked at on a case by case basis, but requests will normally only be upheld for Products purchased that are not as described by the Sellers. Refunds will generally not be issued if the request for a refund is made following licence period expiry.

In submitting your Seller information to Nimble and agreeing to the Terms and Conditions, you give Nimble authority to implement the Nimble Refunds and Returns policy.

If Nimble refunds a Buyer for the value of a Product they have purchased, the refund will be applied against any amounts owed to you, the Seller. If no amounts are owed, then Nimble will invoice you for those sales that were refunded. You may withdraw any of your Products for sale from the Nimble website by providing Nimble with 30 days’ written notice; however, you are required to fulfil any sales that have been made. Note that Nimble is contractually obliged to providing Buyers with 12 months’ notice of a
course being withdrawn from the Marketplace.

8. Seller obligations

As a Seller to the Nimble Marketplace, you agree to do the following:

  • Accurately complete the Sellers’ Product Submission form
  • Keep your course content accurate and up-to-date, and notify Nimble of any significant content changes
  • Following notification from Nimble of a sale of your Product, respond to requests from Nimble about the Product within one working day
  • Ensure that all submitted Products comply with applicable laws and are not copied or duplicated in any format

You are prohibited from:

  • Diverting Nimble users to another website or sales process either through links, advertisements, marketing messages or “calls to action”
  • Selling directly to an existing Nimble customer, bypassing the Nimble Marketplace without express agreement to do so by Nimble
  • Contacting Nimble customers directly, unless the customer has purchased a Product through the Nimble Marketplace and has sought support from you for that Product
  • Including advertisements, marketing messages or “calls to action” in your courses that encourage customers away from the Nimble website and you must keep the communication limited to details around support of your Product
  • Misusing the ratings and feedback forum. Do not include inappropriate comments or personal information about any user or supplier in feedback.

Approved Reseller terms

1. Non-exclusive rights

As an approved Marketplace Reseller, we grant you non-exclusive rights to display, market and sell Nimble Marketplace Products under licence. The ownership of the Product remains with the course Seller/originator unless explicitly described by Nimble in the details of the Product for sale.

Unless described otherwise by Nimble, you must not copy, modify or re-produce a Marketplace Product unless explicitly agreed by Nimble. You resell and use the supplied Products at your sole risk.

Nimble reserves the right to withdraw permission for a Reseller to sell courses from the Nimble Marketplace following a 30-day notice period.

2. Legal indemnity

In agreeing to these terms and conditions you agree that in selling Nimble Products you are not infringing any legal or intellectual property rights* of any third party and you agree to indemnify and hold Nimble without blame from and against all losses, damages, costs and expenses suffered or incurred by Nimble as a result of or in connection with any intellectual property infringement claim brought or threatened by any third party.

Nimble has no responsibility or liability with respect to any claims arising from infringement of the law in any country in relation to the Products the Reseller displays, markets and sells on behalf of Nimble.

Products displayed and sold through the Marketplace remain the property of Nimble or the
course Seller.

*Including, without limitation, any patents, trademarks, service marks, registered designs, applications for any of the foregoing, copyright, database rights, design rights, know-how, confidential information, trade and business names, trademarks and any other similar protected rights in any country.

3. Accurate representation

You are solely responsible for setting the price of your Products. However, Nimble requires that you price your Products for no less than they are on the Nimble website. If a Buyer locates the exact same Product at a lower price, we request that you increase the price on your site to match this. To aid transparency and consistency for Buyers, all Resellers are encouraged to sell their courses for a licence duration of 1 year.

To avoid any uncertainty, Nimble acts as the representative of the course Seller. All correspondence between the Reseller and Seller must be entirely facilitated through Nimble.

4. Commission structure

We give you, the Reseller, the authority to collect the value of sales on behalf of Nimble, unless otherwise agreed. You agree to pay Nimble commission on the sale of your Nimble Marketplace Products calculated as a percentage of the total net price of your sale plus VAT. For the purpose of transparency, Nimble retains the right to ask for copies of original invoices sent to your customers (when purchasing courses from the Nimble Marketplace). The following commission levels apply:

Sale of Product from Nimble generic course library

50% to Reseller and 50% to Nimble on annual net sale plus VAT

Sale of 3rd party Seller courses (if granted)

35% to Reseller, 40% to Seller (via Nimble) and 25% to Nimble on annual net sale plus VAT

Nimble reserves the right to modify the commissions charged to Resellers, following a review of the commission structure, provided that Resellers are notified by email of any new commission rates at least 60 days prior to the changes taking place.

The Reseller will pay Nimble the agreed commission (including Seller commission if applicable) plus VAT as required. The Reseller agrees to make payment to Nimble no later than 30 days following a sale. Payments to be made via BACS.

5. Refunds

We require that you agree to the terms of the Nimble Refunds and Returns policy, which states that a refund can be issued if a purchased online course has not been accessed, is defective or does not comply with the published description.

Refunds for downloads will be looked at on a case by case basis, but requests will normally only be upheld for Products purchased that are not as described by the Seller. Refunds will not be issued if an online course has not been accessed within the course licence period as described in the Product details.

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