ETD LIMITED

TERMS AND CONDITIONS

1.TERMS AND CONDITIONS

1.1 You are reading a legal document which is the " Terms and Conditions " between you, an organisation, (whom we refer to as " you " or " your " in this document), and us for your use of the Service or the Website (as defined below). We are ETD Limited, a company registered in England under number 06392744 with our registered office at Units 3-4, The Green Industrial Estate, Clun, Craven Arms, Shropshire, SY7 8LG, England (and we refer to ourselves as " ETD ", " we " or " us " or " our " in this document). Â If you have any comments, queries or suggestions about the Service or the Website, you can write to us at our registered office address set out above or email us at info@etdtraining.com.

1.2Please read these Terms and Conditions carefully. By submitting an Order to us (as defined below) or accessing or using the functions, facilities or services within or through the Website (or enabling anyone else to do so), you are agreeing to these Terms and Conditions once we accept your Order.

1.3These Terms and Conditions V001 were most recently updated on 1 March 2009.

1.4We shall keep a copy of these Terms and Conditions and our Order Acceptance but you are advised to keep a copy of these Terms and Conditions and each amended version for your own records and future reference. You should also keep a record of any electronic or written correspondence we enter into with you.

2.DEFINITIONS

2.1In these Terms and Conditions, unless the context otherwise requires:

" Breach of Duty " has the meaning given to it in Clause 10.10 ;

" Commencement Date " means the date on which we first provide the Service to you under a Contract, following receipt of the Licence Fee;

" Confidential Information " means any information in any form or medium obtained by one party from or on behalf of the other pursuant to a Contract which is expressly marked as confidential or which a reasonable person would reasonably consider to be confidential whether disclosed or obtained before, on or after the date of such Contract together with any reproductions of such information or any part of this information (and our "Confidential Information" shall include any information relating to our methodology, software and Website);

" Contract " means these Terms and Conditions together with the relevant Order Acceptance and/or relevant terms in relation to a particular Order Acceptance;

" Courses " means the health and safety training courses and any other training courses that we may offer from time to time and " Course " shall mean any one of those courses;

" Fees " means the fees payable by you to us for the Service including without limitation the Licence Fee and any other sums due under a Contract;

" Liability " has the meaning given to it in Clause 10.10 ;

" Licence " means a licence for an agreed number of Users to use the Service in respect of the Courses set out in the Order Acceptance and otherwise to the extent set out in the Order Acceptance;

" Licence Fee " means the fee payable by you to us in consideration of us providing the Service to you as set out in the Order Acceptance prior to the commencement of that Service;

" Management Site " means your dedicated page for which access is restricted to the Manager which provides the facilities for the Manager to register new Users, enrol Users on to a course, view reports, and monitor progress of groups of Users and individual Users;

" Manager " means any individual natural person who is authorised by you to supervise and manage the use of the Service on your behalf;

" Order " means the request (in any form) by you to us for the provision of a particular Service which may be in accordance with the terms of a particular Quotation;

" Order Acceptance " means the written document or written communication which we despatch to you (in response to the receipt of an Order by us from you) which may contain the particular details of any provision of a particular Service;

" Quotation " means the quotation (if any) from us to you detailing the number of Users and the Courses to be included in the Service,

" Party " means either us or you and " Parties " means both of us and you;

" Records " means the records held by us on your behalf confirming the Course or Courses that a User has completed successfully;

" Service " means: i) any of the CPD accredited online Courses that we offer; and ii) any Management Site; and iii) the storage of Records which we may provide from time to time; and iv) any ancillary services as set out on our website from time to time or provided to you (including but not limited to automatic record keeping and monitoring facilities and a CPD accreditation and certification facility);

" User " means any individual natural person who has been authorised to use the Service via the Website by the Manager; and

" Website " means our website from which we provide the Service to you, whose current uniform resource locator is at www.etdtraining.co.uk.

2.2In these Terms and Conditions:

2.2.1references to Clauses are to the clauses of these Terms and Conditions;

2.2.2words importing a gender shall include the other gender and the neutral;

2.2.3references to persons and entities include individuals, bodies corporate, firms, partnerships or unincorporated associations;

2.2.4the singular includes the plural and vice versa;

2.2.5the headings to Clauses are inserted for convenience only and shall not affect the interpretation or construction of these Terms and Conditions;

2.2.6references to "includes" or "including" or like words or expressions shall mean without limitation;

2.2.7references to any statute or statutory provision shall include any subordinate legislation made under it, any provision which it has modified or re-enacted (whether with or without modification) and any provision which subsequently supersedes it or re-enacts it (whether with or without modification); and

2.2.8 references to "written" or in "writing" (except in respect of sending a notice in accordance with Clause 12.7 ) includes in electronic form.

3.AGREEMENT

3.1The terms of each Contract apply to the exclusion of any terms and conditions submitted, proposed or stipulated by you. These Terms and Conditions apply to our supply of all Services. For the avoidance of doubt, the acceptance by you or the use of any Service provided shall constitute unqualified acceptance by you of these Terms and Conditions, although the contractual mechanism we have outlined in these Terms and Conditions are our intended contractual mechanism (i.e. you provide us with an Order and we provide you with an Order Acceptance).

3.2 Save as expressly provided herein, each Contract (and our Privacy Policy, Website Terms of Use and any other document referred to in each Contract) contains all the terms agreed between the Parties regarding its subject matter and supersedes and excludes any prior agreement, contract, understanding or arrangement between the Parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the Parties prior to a Contract except as expressly stated in such Contract. Neither Party shall have any remedy in respect of any untrue statement made by the other upon which that Party relied in entering into a Contract (unless such untrue statement was made fraudulently or was as to a matter fundamental to a Party's ability to perform such Contract) and that Party's only remedies shall be for breach of contract as provided in such Contract. However, the Service is provided to you under our operating rules, policies, and procedures as published from time to time on the Website.

3.3 Subject to Clause 3.2 , all materials and other particulars furnished by us prior to the Quotation or Order Acceptance or in our sales or marketing materials or other documents (including our catalogues, trade literature, brochures, quotations, price lists or Website) or made orally by us are given for general information purposes only and you acknowledge that you are not entering into a Contract in reliance upon any such materials or other particular.

3.4Except as expressly provided otherwise in a Contract, no change to any Contract shall be binding unless agreed in writing by each of the Parties and in any format which may be described as being required in the Order Acceptance or which the parties otherwise agree in writing.

3.5In the event of any conflict between any commercial provisions of these Terms and Conditions and the provisions of the Order Acceptance, then the Order Acceptance prevails over these Terms and Conditions.

3.6If you provide us with an Order, purchase order, confirmation of order, specification or other document for the Services, such document shall be purely for your administrative purposes only and shall not form part of a Contract unless it is referred to in the Order Acceptance and then only to the extent referred to.

3.7You shall ensure that the Order is on the same terms as any Quotation and is made in accordance with the terms of the Quotation. If the Parties agree that we will proceed to provide the Service, then such provision shall be in accordance only with the terms of the Order Acceptance (and any differences in the Order from the Quotation or Order Acceptance shall have no effect unless the Parties expressly agree otherwise in writing). Any Order shall be a statement of your intent to proceed and any differences from the Quotation shall have no contractual effect unless the Parties specifically agree to them in writing. Â

3.8A Contract shall be legally formed and the Parties shall be legally bound when we dispatch our Order Acceptance to you confirming the terms on which the Parties have agreed to proceed.

3.9It is your responsibility to ensure that the Quotation and Order Acceptance are complete and accurate and to point out to us in writing anything which is incomplete or inaccurate.

3.10Each Order Acceptance constitutes a separate agreement and a separate "Contract". There may be more than one agreement (i.e. more than one Contract) between the Parties in force at the same time.

4.PROVISION AND USE OF The Service AND WEBSITE

4.1Licence

4.2In consideration for the payment of the Fees by you, we shall grant you a Licence to use the Service referred to in the Order Acceptance.

4.3You or your Manager shall not be permitted to add more Users than the number of Users permitted pursuant to the Licence.

4.4 Clause 4.1 shall survive the expiry or termination of a Contract and shall continue in force until such time as it is terminated by written notice from us to you.

4.5Provision of Service

4.6Our provision and your use of the Service and/or the Website are subject to these Terms and Conditions.

4.7We may supply the Service with updates, modifications or improvements incorporated into them and we reserve the right to temporarily suspend the Service if in ETD's reasonable opinion it becomes necessary to amend the Service  to include specific updates, modifications or improvements.

4.8To enable us to provide the Service to you, you (or your Users or Manager) need to supply us with the following (to the extent applicable): name, address, email address, telephone and fax numbers.

4.9You, your Users and your Manager must use your or their own details and not impersonate another person or organisation or adopt a false identity.

4.10If you, your Users or your Manager think that you may have allowed a third party to see or use your or their password other than with your or their permission, you must inform us immediately and we will suspend use of the Service under that password (but in any event you shall be responsible for any use under that password until we do so).

4.11 You, your Users and your Manager must keep your and their passwords strictly confidential and secure and immediately notify us if any unauthorised third party becomes aware of that password or if you become aware of any unauthorised use of your, your Users' or your Manager's email addresses or passwords or there is any breach of security known to or suspected by you . You agree that any person to whom you, Â your Users' or your Manager's usernames or passwords are disclosed is authorised to act as your agent for the purposes of using the Service and Website. Please note that you are entirely responsible if you do not maintain the confidentiality of your password. You are also entirely responsible for bringing a Contract to the attention of all persons who may access the Service through you, your Users' or your Manager's passwords or your or their Internet connections.

4.12We warrant that:

4.12.1we shall use reasonable skill and care in providing the Service;

4.12.2our employees, agents and subcontractors have the necessary skill to provide the Service;

4.12.3the Service will be provided in a professional, competent and workmanlike manner; and

4.12.4we have all necessary rights, permissions and consents to enter into a Contract.

4.13We do not warrant that the Service will be uninterrupted or error-free or that they will meet your individual requirements. We are not responsible for services not expressly stipulated in a Contract. You are responsible for any equipment, hardware, services or software that it is required to obtain from someone other than us. Except for any matter upon which we specifically agree in writing with you to advise or do, we shall not be responsible or have any Liability for advising on, or failing to advise on, or doing, or failing to do, anything else (including on any laws, rules, regulations, bye-laws or codes of practice).

4.14We do not warrant that the Website will be compatible with all hardware and software which you may use. Â Although we may put in place security measures for your protection, we shall not be liable for damage to, or viruses or other code that may affect, any computer equipment, software, data or other property as a result of your access to or use of the Website or your obtaining any material from, or as a result of using, the Website. Â We shall also not be liable for the actions of third parties in breaching any security measures.

4.15The Service and use of the Website do not include the provision of a computer or other necessary equipment to access the Website. To use the Website you will require Internet connectivity and appropriate telecommunication links. We shall not be liable for any telephone or other costs that you may incur.

4.16We shall use our reasonable endeavours to perform our obligations within any timescales set out in a Contract, but we shall not have any Liability for any delays or failure to accurately perform any obligations:

4.16.1if we have used those endeavours; or

4.16.2if caused by any failure or delay on your part or your employees, agents, contractors or by any breach by you of a Contract. Â

4.17Records

4.18We shall retain the Records indefinitely unless and until:

4.18.1you request that any or all of the Records be deleted by you, in which case such Records will be permanently deleted; or

4.18.2you request the deletion of a User (or Manager) or you request that a User is removed from a Course, in which case the Records generated by such deleted User (or Manager) will be permanently deleted subject to any legal requirements to preserve the information.

4.19 Upon a request by you in accordance with Clause 4.15.1 or 4.15.2 , subject to you agreeing to pay a reasonable administration fee and cost recovery charge, we shall provide you with copies of all Records held by us on your behalf and any Records held by us shall be destroyed.

4.20 We reserve the right to require you to pay to us a reasonable administration fee and cost recovery charge for providing the copies referred to in Clause 4.16 .

4.21User Content

4.22 All comments, suggestions, ideas, notes, drawings, concepts or other information disclosed or offered to us by you or in response to solicitations by us regarding the Service or the Website (each being " Ideas ") shall be deemed to be our property and shall remain our property. You understand and acknowledge that we have both internal resources and other external resources which may have developed or may in the future develop ideas identical to or similar to Ideas and that we are only willing to consider Ideas on these terms. In any event, any Ideas are not submitted in confidence and we assume no obligation, express or implied by considering it. Without limitation, we shall exclusively own all now known or hereafter existing rights to the Ideas of every kind and nature throughout the world and shall be entitled to unrestricted use of the Ideas for any purpose whatsoever, commercial or otherwise without compensation to the provider of the Ideas.

Other rules about use of the Service and the Website

4.23If the Website and the Service is accessed by you, your Users or your Manager from outside the United Kingdom, this is entirely at your risk. We make no representation that the Service (or any products or services referred to in the Website or in or pursuant to the Service) are available or otherwise suitable for use outside of the United Kingdom. If you, your Users or your Manager choose to access or use or obtain the Website or Service from or in locations outside the United Kingdom, you do so on your own initiative and are responsible for:

4.23.1ensuring that what you are doing in that country is legal; and

4.23.2the consequences and compliance by you with all applicable laws, regulations, byelaws, codes of practice, licences, registrations, permits and authorisations (including any laws that relate to businesses providing services).

5.PAYMENT

5.1You shall pay the Fees in full when due; and shall be deemed received only when received by us in full cleared funds.

5.2If you place an Order through our Website:

5.2.1you shall pay the Licence Fee in full at the time of ordering by supplying us with your payment card details from a payment card company acceptable to us, which we require in order to process your Order; and

5.2.2you undertake that all details you provide to us for the purpose of purchasing the Service will be correct, that the payment card which you use is your own and that there are sufficient funds or credit facilities to cover the cost of the Service. We reserve the right to obtain validation of your payment card details before providing you with the Service.

5.3Unless otherwise stipulated in the Order Acceptance (or otherwise agreed between the Parties in writing):

5.3.1we may issue invoices to you for the Fee with the Order Acceptance;

5.3.2you shall pay us for any sums due under a Contract within 7 days after the date of the invoice for the relevant sums; and Â

5.3.3the provision of the Service is conditional on us first receiving the Licence Fee and any other sums due under a Contract prior to the Commencement Date in cleared funds in full from you.

5.4Fees shall be paid in full by you without set-off, reduction, counterclaim or withholding on any account whatsoever.

5.5Fees paid by you or invoiced to you shall in any event be payable and non-refundable.

5.6If you are overdue with any payment due under a Contract (including the Fees) then, without prejudice to any other right or remedy available to us:

5.6.1we may charge you interest on the overdue amount at the rate specified by virtue of the Late Payment of Commercial Debts (Interest) Act 1998, which interest shall be payable by you forthwith on demand, from the due date up to the date of actual payment, after as well as before judgment. Such interest shall accrue on a daily basis and be compounded quarterly; and

5.6.2we reserve the right to refuse access to the Service or suspend any Service under any Contract until you have rectified material matters, or to terminate any or all Contracts.

5.7All sums payable by you under a Contract are exclusive of any Value Added Tax, if applicable, which shall be added thereto and which shall be due and payable by you to us at the same time as the relevant sum is due or payable. (We shall supply a VAT invoice upon payment of such VAT.)

5.8Fees for Service shall be as set out in the Order Acceptance. (Fees are exclusive of Value Added Tax and any other applicable duties, taxes or imposts, all of which shall be for your account and payable as if they were Fees under a Contract.)

5.9If the cost to us of providing the Service increases as a result of any breach of a Contract by you, or the supply of incorrect or inadequate information by you, or any change to the law, or any increase in the previous annual all-items percentage increase figure in the retail prices index announced by the UK government announced before we gave you notice of the increase, such increase shall be added to the Fees payable under such Contract.

5.10All Fees shall be payable by you by any payment method reasonably stipulated by us.

5.11All Fees shall be payable in the currency of England, from time to time.

5.12Time for payment shall be of the essence.

6.INTELLECTUAL PROPERTY RIGHTS

6.1All intellectual property rights of any nature anywhere in the world (including all copyright, patents, trade marks, service marks, trade names, designs (including the "look and feel" and other visual or non-literal elements) whether registered or unregistered) in the Website and Service, information and content and material on or accessible from the Website or pursuant to the Service, any data collected by us and database operated by us and all the Website design, text and graphics, and their selection and arrangement, and all software compilations, underlying source code and software (including applets and scripts) and Website methodologies and Service content shall remain our property (or that of our licensors). You shall not, and shall not attempt to, obtain any title to any such intellectual property rights. All rights not expressly granted by us are reserved.

6.2 None of the material described in Clause 6.1 may be reproduced or redistributed without our prior written permission. You may, however, retrieve and display the content of the Website on a computer screen or print one copy of such content for your own personal, non-commercial use, provided you keep intact all and any copyright and proprietary notices in any electronic or hard copy of the material or the Website. You may not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content on the Website without our permission.

6.3 No part of the Website or the material described in Clause 6.1 may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without our prior written permission or as provided by law.

6.4If you, having been properly authorised, quote from the Website, you must do so fairly and give due accreditation to the author and us and reference to the Website.

6.5 Except to the extent that we expressly permit, you must not modify any material described in Clause 6.1 .

6.6As between you and us, all rights (including goodwill) in the ETD names and logos are owned by us (or our licensors). Other product and company names mentioned on the Website are the trade marks or registered trade marks of their respective owners.

7.Confidentiality

7.1Each of you and we shall keep and procure to be kept secret and confidential the Confidential Information of the other Party (whether disclosed or obtained before, on or after the date of a Contract) and shall not use nor disclose the same save:

7.1.1for the purposes of the proper performance of its obligations or exercise of its rights under a Contract; or

7.1.2as otherwise permitted by a Contract; or

7.1.3with the prior written consent of the other Party.

7.2 Where either Party discloses Confidential Information of the other Party to its employee, consultant, subcontractor, supplier, customer, agent, professional adviser or insurer, it shall do so subject to obligations equivalent to those set out in this Clause 7 . Â Each Party shall use its reasonable endeavours to ensure that any such employee, consultant, subcontractor, supplier, customer, agent, professional adviser or insurer complies with such obligations.

7.3Each Party shall at all times:

7.3.1adopt, retain and keep updated adequate procedures and physical security measures which protect the Confidential Information of the other Party from inadvertent disclosure or release to unauthorised persons; and

7.3.2hold the Confidential Information of the other Party in strict confidence and in any event with no less standard of confidentiality than that which it applies to its own confidential information.

7.4 The obligations of confidentiality in this Clause 7 shall not extend to any matter which either you or we can show:

7.4.1is in, or has become part of, the public domain other than as a result of a breach of the confidentiality obligations of a Contract; or

7.4.2was in its written records prior to receipt; or

7.4.3was independently developed by it; or

7.4.4was independently disclosed to it by a third party entitled to disclose the same.

7.5If either Party is required to disclose the Confidential Information of the other Party under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction, then the Party so required may disclose the Confidential Information to the extent required but shall, prior to any disclosure where practicable, give the other Party as much notice thereof as practicable and notify and consult with the other Party and, at the other Party's request and cost, fully co-operate with and assist that other Party in opposing any such disclosure.

7.6Neither Party shall make any announcement of any kind in respect of the subject matter of a Contract except with the prior written consent of the other Party (not to be unreasonably withheld or delayed) or as is required by law.

7.7 Subject to Clause 7.6 , we may identify you as a customer and the type of services provided by us to you, provided that in doing so we shall not (without your prior written consent) reveal any of your Confidential Information.

8.TERM, Suspension and TERMINATION

8.1 Each Contract shall commence in accordance with Clause 3.8 and shall continue until either:

8.1.1 the Contract expires in accordance with Clause 8.2 ; or

8.1.2 the Contract is terminated by either Party giving notice to the other under this Clause 8 .

8.2The Contract shall expire on the date that the last User, of the agreed number of Users permitted to use the Service pursuant to the Licence, successfully completes the Course or last of the Courses included in the Service as set out in the Order Acceptance.

8.3We shall be entitled immediately or at any time (in whole or in part), without liability to any Party (including you), to suspend your use of the Service and/or Website (in whole or in part) if:

8.3.1you commit any material breach of a Contract; or

8.3.2we suspect, on reasonable grounds, that you have, might or will commit a material breach of a Contract.

8.4 If we suspend your use of or participation in the Service and/or Website (in whole or in part) under Clause 8.3 :

8.4.1you shall not attempt to use or access the Service and/or the Website directly or indirectly under any other name or user; and

8.4.2any Fees paid by you or invoiced to you shall in any event be payable and non-refundable.

8.5If we suspend your use of or participation in the Service or Website (in whole or in part), we may refuse to restore the Service or Website until we receive an assurance from you, in a form we deem acceptable, that there will be no further breach of the provisions of a Contract.

8.6Either you or we may terminate any Contract without cause by giving written notice to the other no later than one month prior to the anniversary of the Commencement Date. Â

8.7Either Party may terminate a Contract immediately by notice in writing to the other Party if:

8.7.1the other Party is in material breach of any of its obligations under that Contract or any other agreement between the Parties which is incapable of remedy; or

8.7.2the other Party fails to remedy, where capable of remedy, any material breach of any of its obligations under that Contract or any other agreement between the Parties after having been required in writing to remedy such breach within a period of no less than 30 days; or

8.7.3the other Party is in persistent breach of any of its obligations under that Contract or any other agreement between the Parties; or

8.7.4the other gives notice to any of its creditors that it has suspended or is about to suspend payment or if it shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or an order is made or a resolution is passed for the winding-up of the other Party or an administration order is made or an administrator is appointed to manage the affairs, business and property of the other Party or a receiver and/or manager or administrative receiver is appointed in respect of all or any of the other Party's assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver and/or manager or administrative receiver or administrator which entitle the court to make a winding-up or bankruptcy order or the other Party takes or suffers any similar or analogous action in consequence of debt in any jurisdiction.

8.8 For the purposes of Clause 8.7 , a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects other than as to time to the reasonable satisfaction of the other Party. Â

8.9Without prejudice to the status of any breach of any other provision of a Contract, the Parties agree that any breach of the other Party's Intellectual Property Rights (including use of the Services other than strictly in accordance with the provisions of a Contract) or Confidential Information shall be considered a material breach which is not capable of remedy.

8.10Termination of a Contract shall be without prejudice to any accrued rights or remedies of either Party.

8.11Termination of a Contract will not affect the coming into force or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.

9.INDEMNITY

9.1You shall fully and promptly indemnify and keep indemnified us against all liabilities, losses, damages, injuries, costs, expenses, fines, demands, claims and proceedings suffered or incurred by us arising (directly or indirectly) out of:

9.1.1any claims or legal proceedings arising from your use of the Service or Website or use of the Service or Website through your password, which are brought or threatened against us by any person (other than due to our default or our breach of a Contract); or Â

9.1.2any breach of a Contract.

10.LIMITATION OF LIABILITY

10.1 This Clause 10 prevails over all other Clauses and sets forth our entire Liability, and your sole and exclusive remedies, in respect of:

10.1.1the performance, non-performance, purported performance or delay in performance of a Contract or the Service or Website (or any part of it or them); or

10.1.2otherwise in relation to Contract or the entering into or performance of a Contract.

10.2Nothing in a Contract shall exclude or limit our Liability for (i) the tort of deceit; (ii) death or personal injury caused by our Breach of Duty; (iii) any breach of the obligations implied by s.12 Sale of Goods Act 1979 or s.2 Supply of Goods and Services Act 1982; or (iv) any other Liability which cannot be excluded or limited by applicable law.

10.3In performing any obligation under a Contract, our only duty is to exercise reasonable care and skill.

10.4We do not warrant and we exclude all Liability in respect of the completeness, fitness for purpose or legality of any information accessed using the Service or Website; and we exclude all Liability of any kind for the transmission or the reception of or the failure to transmit or to receive any material of whatever nature.

10.5 Save as provided in Clause 10.2 , we do not accept and hereby exclude any Liability for loss of or damage to your (or any person's) tangible property other than that caused by our Breach of Duty.

10.6 Save as provided in Clauses 10.2 and 10.5 , we do not accept and hereby exclude any Liability for Breach of Duty other than any such Liability arising pursuant to the terms of a Contract.

10.7 Save as provided in Clause 10.2 , we shall have no Liability for:

10.7.1loss of revenue;

10.7.2loss of actual or anticipated profits;

10.7.3loss of contracts;

10.7.4loss of the use of money;

10.7.5loss of anticipated savings;

10.7.6loss of business; Â

10.7.7loss of operation time;

10.7.8loss of opportunity;

10.7.9loss of goodwill;

10.7.10loss of reputation;

10.7.11loss of, damage to or corruption of data; or

10.7.12any indirect or consequential loss;

and such Liability is excluded whether it is foreseeable, known, foreseen or otherwise. Â For the avoidance of doubt, Clauses 10.7.1 to 10.7.11 apply whether such losses are direct, indirect, consequential or otherwise.

10.8 Save as provided in Clause 10.2 , our total Liability to you or any third party shall in no circumstances exceed, in aggregate, a sum equal to the greater of: a) £20,000; or b) 110% of any aggregate amount paid or otherwise payable by you to us in the 12 months preceding any cause of action arising.

10.9 The limitation of Liability under Clause 10.8 has effect in relation both to any Liability expressly provided for under a Contract and to any Liability arising by reason of the invalidity or unenforceability of any term of such Contract.

10.10 In this Clause 10 :

10.10.1 " Liability " means liability in or for breach of contract, Breach of Duty, misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with a Contract, including, without limitation, liability expressly provided for under that Contract or arising by reason of the invalidity or unenforceability of any term of that Contract (and for the purposes of this definition, all references to "Contract" shall be deemed to include any collateral contract); and

10.10.2 " Breach of Duty " means the breach of any (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty).

11.DATA PROTECTION

11.1 Please see our latest Privacy Policy which forms part of each Contract. The latest version of our Privacy Policy is as set out in the Appendix.

11.2In performing a Contract, each Party shall:

11.2.1comply with all applicable data protection legislation; and

11.2.2procure that their employees, agents, consultants and contractors comply with all applicable data protection legislation.

11.3The Parties agree and acknowledge that in respect of our obligations under a Contract as to any "personal data" within the Data, we are merely a "data processor" and you are the "data controller" (as those terms are defined in the Data Protection Act 1998).

11.4You must have the express consent of any third party (including any other Users or Manager whom you represent) in order for you to disclose or post details about that other third party to us or to the Website.

11.5We may amend or remove data relating to any living individual if they ask us to do so.

12.GENERAL

12.1 No partnership/agency: Nothing in any Contract shall be construed to create a joint venture, partnership or agency relationship between you and us and neither Party shall have the right or authority to incur any liability debt or cost or enter into any contracts or other arrangements in the name of or on behalf of the other.

12.2 No other terms: Except as expressly stated in a Contract, all warranties, conditions and other terms, whether express or implied, by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law.

12.3 Assignment: You may not assign or delegate or otherwise deal with all or any of your rights or obligations under a Contract without our prior written consent (which consent we may grant or withhold in our absolute discretion). We shall have the right to assign or otherwise delegate all or any of our rights or obligations under a Contract to any person.

12.4 Force majeure: We shall not be liable for any breach, hindrance or delay in performance of our obligations under a Contract which is caused by an Event of Force Majeure, regardless of whether the circumstances in question could have been foreseen. Â An " Event of Force Majeure " means any cause outside of our reasonable control, including Acts of God, actions or demands or requirements of third parties (including hackers, suppliers, governments or supra-national authorities), insurrection, riot, civil commotion, war, hostilities, warlike operations, enemy action, national emergencies, act of terrorism, piracy, arrests, restraints or detainments of any competent authority, strikes or combinations or lock-out of workmen, epidemic, fire, explosion, storm, flood, drought, earthquake, natural disaster, natural catastrophe, accident, mechanical breakdown, third party software, failure or problems with public utility supplies (including general: electrical, telecoms or Internet failure), unavailability or shortage of or inability to obtain materials, equipment or transportation.

12.5 No waiver: No waiver by either Party of any default under a Contract shall operate or be construed as a waiver of any future defaults, whether of a like or different character. No granting of time or other forbearance or indulgence by us to you shall in any way release, discharge or otherwise affect your liability under a Contract.

12.6 Severability: If any provision of a Contract is held to be unlawful, invalid or unenforceable, that provision shall be deemed severed and where capable the validity and enforceability of the remaining provisions of that Contract shall not be affected.

12.7 Notices: Unless otherwise stated within a Contract, notices to be given to either Party shall be in writing and shall be delivered by hand or prepaid overnight courier mail or by fax, which shall be sent to you at the address supplied to us or the Website or to us at our address as specified on the Website. Â Notices shall be deemed received when delivered (and in the case of fax, this shall be upon receipt of an answerback message to the sender's machine).

12.8 No third party rights: Unless expressly provided in a Contract, no term of that Contract is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a Party to it.

12.9 Survival: The provisions of Clauses 2 , 4.1 (save to the extent that a User has successfully completed a Course, in which case the User shall only be permitted to review the Records and shall not be permitted to retake that Course), 4.12 , 4.15 , 4.16 , 4.17 , 4.18 , 5 , 6 , 7 , 8 , 9 , 10 , 11 and 12 , together with those provisions that either are expressed to survive its expiry or termination or from their nature or context it is contemplated that they are to survive such termination, shall survive termination of each Contract.

12.10 Governing law: Each Contract and any non-contractual obligations arising out of or in connection with a Contract shall be governed by and construed in accordance with English law and you and your Users and Managers hereby submit to the jurisdiction of the English courts.  The Parties irrevocably agree that the English courts shall have exclusive jurisdiction over any claim or matter brought by you or your Users or your Manager in relation to each Contract (including non-contractual disputes). Nothing in this Clause 12.10 shall limit our right to take proceedings against you or your Users or your  Manager in any other court of competent jurisdiction.  All dealings, correspondence and contacts between the Parties shall be made or conducted in the English language .

12.11

12.12

12.13Appendix

12.13.1ETD Limited Privacy Policy

About Us

ETD Limited (a company registered in England under number 06392744 with its registered office at Units 3-4, The Green Industrial Estate, Clun, Craven Arms, Shropshire, SY9 8LG, England) (" we " or " us ") is the operator of the website at www.etdtraining.co.uk (" the Website ").

In this Privacy Policy, references to " you " means any person submitting any data to us or to this Website about himself or herself or about any other living individual in respect of any use of the Website or the services available through the Website (" the Service "). Â References to " your organisation " means anyone who is in the same organisation as you or who represents that organisation.

When you use different aspects of the Website, we may ask you to supply us with various information about you, your organisation or anyone whom you represent. This Privacy Policy sets out the way in which we may use such information. Â

If you have any questions, comments or suggestions about the way in which we use your personal information or if any of your personal information changes, please write to us at the above address or email us at info@etdtraining.com. Â

Your privacy is very important to you and us. We shall therefore only use your name and other information which relates to you in the manner set out in this Privacy Policy. We will only use your personal information in a way that is fair to you. We will only collect information where it is necessary for us to do so and we will only collect information if it is relevant to our dealings with you.

We will only keep your information for as long as we are either required to by law, or as is relevant for the purposes for which it was collected.

Data that we collect

We may collect and use various information, including some or all of the following: the names, email addresses, postal addresses, telephone numbers, fax numbers, payment card details, Website usernames, passwords, details about your organisation, preferences and opinions, in each case relating to you or your organisation. We need some of that information in order to allow you to place your order for the Service, register for the Service and to build your profile within the Service. We may need to use your data to collect payment from you. You also need to provide that information in order to go ahead and use various parts of the Service, including without limitation, when logging on as a user or manager, or when, as a manager, you add new users.

In addition, we may use that information to enable managers to enrol users on a course, monitor users' progress, test scores and online forms and to send you information relevant to the Service or Website, in case there is any servicing required and in case we have any queries.

We shall also collect and use the names of users enrolled on a course, the name of the course on which the user is enrolled, the date on which each user successfully completes a course and a record of how each user did on a course (the " Records "). We shall retain the Records indefinitely unless and until you or the user themselves request that any or all of the Records be deleted, in which case the Records will be permanently deleted subject to any legal requirements to preserve that information.

We may also use your email address that you initially submit to us to send you an email with information about the Service and to enable you to commence using the Service.

If you or your organisation agrees to take part in the Service we may publish certain information (by any means and in any media including on the Website) about you and your organisation on the Website for marketing purposes. By using the Service, you agree to our use of the data about you and your organisation in the ways described in this Privacy Policy, any terms and conditions on the Website from time to time and any contractual terms and conditions agreed between you or your organisation and us. Â

We may use your contact details to respond to any queries you raise with us.

We may email you with your password (or a new password) if you tell us or the Website that you have forgotten it.

We may also use your data to send you feedback forms to complete about us and to contact you over any aspect of the Service or the Website (including, but without limitation, providing customer support, enforcing any agreements between us and any of our Website users and verifying information).

By publishing your data on the Website or our promotional and marketing material, this information may be accessible internationally including in countries outside the European Economic Area. Some places outside of the EEA may not have adequate data protection laws at all or may offer differing levels of protection of personal information which are not as high as in the UK. By submitting your data to us or to the Website, you acknowledge that provided we have used your data in the ways set out in this Privacy Policy, we cannot be held responsible for any use of your data by third parties who receive and process your data.

We may further collect (or allocate to you and you may change) a username and password to use restricted parts of the Website. We use that to enable you or anyone you represent or who represents you to access your restricted parts on the Website.

You must only submit to us or the Website information which is accurate and not misleading and you must keep it up to date and inform us of changes. By submitting data in respect of you and your organisation, you must ensure that you have full authority and consent to supply us with that data on their behalf and you warrant to us that you have that authority. Â

Other uses of your personal information

We may also send you or your organisation other information about us, promotions, further events, our newsletters, anything relating to other companies in our group or our business partners related to our Service or anything in which you or your organisation show an interest. Â If you would prefer not to receive any of this additional information as detailed in this paragraph (or any part of it) please send us an appropriate e-mail to info@etdtraining.com or write to us at the above address specifying which information you do not wish to receive. Within 7 working days of receipt of your instruction we will cease to send you information as requested. Â If your instruction is unclear we will cease to send you all information referred to in this paragraph.

Third Parties and Links

We may pass your details to other companies in our group. Â We may also pass your details to our agents and subcontractors to help us with any of our uses of your data set out in our Privacy Policy. For example, we may use third parties to assist us with providing the administration for running the Website, to enable us to collect payments from you, to store data and to provide us with marketing or customer service assistance.

We may exchange information with third parties for the purposes of fraud protection, tackling money laundering and other crime, and credit risk reduction.

We may transfer our databases containing your personal information if we sell our business or part of it. Â

We may also disclose your details as described elsewhere in this Privacy Policy.

Other than as set out in this Privacy Policy, we shall NOT sell or disclose your personal data to third parties without obtaining your prior consent unless this is necessary for the purposes set out in this Privacy Policy or unless we are required to do so by law, statute, regulations or codes or practice.

The Website may contain advertising of third parties, dedicated pages operated by third parties and links to other Websites or frames of other Websites. Â Please be aware that we are not responsible for the privacy practices or content of those third parties or other Websites, nor for any third party to whom we transfer your data in accordance with our Privacy Policy. Â

Generic Data

We may aggregate and anonymise data relating to you or your organisation so that the aggregated and anonymised data does not identify you, your organisation or any individual personally. Â We may supply that aggregated and anonymised data to any third party without recourse to you or any other user.

Security

We have in place appropriate technical and security measures to prevent unauthorised or unlawful access to or accidental loss of or destruction or damage to your information. Â

We store your personal details on a secure server which is protected by firewalls. When we collect payment card details electronically, we use encryption by using Secure Site Certificate technology. Whilst we are unable to guarantee 100% security, this makes it hard for a hacker to decrypt your details. You are strongly recommended not to send full credit or debit card details in unencrypted electronic communications with us.

We maintain physical, electronic and procedural safeguards in connection with the collection, storage and disclosure of your information. Â Our security procedures mean that we may occasionally request proof of identity before we disclose personal information to you.

You are responsible for protecting against unauthorised access to your password and to your computer.

Cookies

The Website uses cookies. Cookies are tiny text files which identify your computer to our server as a unique user when you visit certain pages on the Website and they are stored by your Internet browser on your computer's hard drive. Cookies can be used to recognise your Internet Protocol address, saving you time while you are on, or want to enter, the Website. Â We use cookies for your convenience in using the Website (for example to remember who you are when you want to amend your data without having to re-enter your username and password). We may also use cookies to enable us to provide you with targeted advertising. Your browser can be set to not accept cookies, but this would restrict your use of the Website. Â Please accept our assurance that our use of cookies does not contain any personal or private details and are free from viruses. Â If you want to find out more information about cookies, go to http://www.allaboutcookies.org or to find out about removing them from your browser, go to http://www.allaboutcookies.org/manage-cookies/index.html .

Changes

Any material changes to the way in which we use your data will be described in future versions of this Privacy Policy. Each time you enter the Website, use the Service, or upload material onto the Website, you agree that the Privacy Policy current at that time shall apply to all information which we hold about you.

Consent

By submitting data to us and using the Website, you consent to our use of your data and of your organisation in the manner set out in this Privacy Policy (as amended) and you are responsible for ensuring that you have authority to consent on behalf of your organisation.