AMANYA IP & AMANYA DESIGN COURSES
TERMS AND CONDITIONS OF USE
TO TRADE
Updated 15.1.24
Introduction
These terms and conditions apply between you, the Educational Institution, Educational Establishment (also referred to as Trade Customer) or User of this Website (including any sub-domains, unless expressly excluded by their own terms and conditions), and Amanya Design, the owner and operator of this Website. Please read these terms and conditions carefully, as they affect your legal rights. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the Website. If you do not agree to be bound by these terms and conditions, you should stop using the Website immediately.
In these terms and conditions, User or Users means any third party that accesses the Website and is not either (i) employed by Amanya Design and acting in the course of their employment or (ii) engaged as a consultant or otherwise providing services to Amanya Design and accessing the Website in connection with the provision of such services.
You must be at least 18 years of age to use this Website, or if under 18, are able to use the site with consent of the Educational Institution, Educational Establishment, parent or guardian. By using the Website and agreeing to these terms and conditions, you represent and warrant that you are at least 18 years of age, or have had consent of the Educational Institution, Educational Establishment, parent or guardian to use the site.
Amanya Design details
Amanya Design is a company incorporated in England & Wales with registered number whose registered address is Amanya Design Ltd, and it operates the Websites www.amanyadesign.com, www.amanyaipcourses.com and www.amanyadesigncourses.com. You can contact Amanya Design by email on anna@amanyadesign.com.
Application and entire agreement
1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by Amanya Design Ltd, a company registered in England under number 11038175, whose registered office is at Office 1, Brunswick House, Brunswick Way, Liverpool, L3 4BN (we or us or Service Provider) to the person buying the services (you or Customer).
2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Interpretation
4. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
5. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
6. Words imparting the singular number shall include the plural and vice-versa.
Services
7. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
8. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
9. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
Your obligations
10. You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
11. If you do not comply with clause 10, we can terminate the Services.
12. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
Fees and Deposit
13. The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.
14. In addition to the Fees, any further expenses will be discussed and approved in advance of being included within the Educational Institution or Educational Establishment’s invoice(s).
15. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between us, which will be agreed in advance. The provisions of clause 14 also apply to these additional services.
16. The Fees are inclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
17. You must pay the invoice in full before the talks will be provided and/or course content will be able to be accessed. The invoice will be detailed in the quotation at the time of accepting the quotation.
18. If you do not pay the invoice to us according to the clause above, we can either withhold provision of the Services until the invoice total is received or can terminate under the clause below (Termination).
19. The invoice is non-refundable unless we fail to provide the Services and are at fault for such failure (where the failure is not our fault, no refund will be made).
Cancellation and amendment
20. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 14 days from the date of the quotation, (unless the quotation has been withdrawn).
21. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
22. If you want to amend any details of the Services you must tell us in writing as soon as possible, and follow up with a telephone call to Amanya Design at +44 7769 923957. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
23. If, due to circumstances beyond our control, such as sickness or accidents and including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum and seek to arrange an alternative date in which to provide the talks.
Payment
24. We will invoice you for payment of the Fees on the invoice dates set out in the quotation.
25. You must pay the Fees due within 7 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us to secure the date of provision of the talk and/or course content.
26. Time for payment shall be of the essence of the Contract.
27. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 4% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
28. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
29. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
30. Receipts for payment will be issued by us only at your request.
31. All payments must be made in British Pounds unless otherwise agreed in writing between us.
Sub-Contracting and assignment
32. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
33. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
Termination
34. We can terminate the provision of the Services immediately if you:
a. commit a material breach of your obligations under these Terms and Conditions; or
b. fail to make pay any amount due under the Contract on the due date for payment; or
c. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
d. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
e. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
35. The terms of the licence will be for the academic year (September to July in England and Wales), whereupon the licence will terminate and a new licence will need to be taken out to provide access to the course / talks for the following academic year.
Intellectual property and acceptable use
36. All Content included on the Website, unless uploaded by Users, is the property of Amanya Design, our affiliates or other relevant third parties. In these terms and conditions, Content means any text, graphics, images, audio, video, software, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer that appears on or forms part of this Website, including any such content uploaded by Users. By continuing to use the Website you acknowledge that such Content is protected by copyright, trademarks, database rights and other intellectual property rights. Nothing on this site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the site without the owner’s prior written permission.
37. You may, for your own personal, non-commercial use only, do the following:
a) retrieve, display and view the Content on a computer screen
b) temporarily download one copy of any downloadable materials on the School’s website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title.
38. You must not otherwise reproduce, modify, copy, distribute or use for commercial purposes or for any public display (commercial or non-commercial) any Content without the written permission of Amanya Design.
39. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
40. All intellectual property rights relating to the Web Site are and shall remain the property of the Supplier. Amanya is the Supplier’s registered Trademark and the Trade Customer agrees not to display or use it in any manner without the Supplier’s prior written consent. The Trade Customer is not allowed to remove any copyright, trademark or other intellectual property notices contained in material taken from Amanya, Amanya IP or Amanya Design.
41. The Supplier grants to the Trade Customer a non-exclusive non-transferable licence to use the Web Site for the purpose of accessing course content under the terms of the licence. The Trade Customer agrees that it will not itself, or through a third party:
a) Copy the Web Site, except as is necessary for use of the Web Site as set out in these terms and Conditions.
b) Reverse engineer, decompile, disassemble or otherwise attempt to derive source code from the Web Site except as permitted by law; or use any robot, spider, scraper or other automated means to access the website for any purpose without the Supplier’s prior express written permission;
c) Write or develop any derivative or other software programs based, in whole or in part upon the Web Site.
d) The Trade Customer may only link to this website if the Trade Customer or any third party contacts to receive permission but must link to the homepage and not deep link into the site. The Trade Customer or third party may not use any information contained in this Website without written permission before use, and the Supplier’s ownership must be acknowledged.
e) However if the Trade Customer does link to the Web Site the person so linking ownership agrees that they will indemnify the Supplier in full if any action is taken against the Supplier by any party, or even by the person linking, by virtue of the link created. If a link is created to this Web Site, any use is subject to these Conditions.
42. No-one may copy, distribute, showin public or create any derivative work from the Supplier, or any of the material which is found on the Website unless properly licensed in writing by the Supplier to do so. The Trade Customer, or any person connected with them, is not allowed to use the Supplier’s names (or to copy or use any material found on the Website) for any commercial purpose other than foraccessing course content under the terms of the licence.
Prohibited use
43. You may not use the Website for any of the following purposes:
a) in any way which causes, or may cause, damage to the Website or interferes with any other person’s use or enjoyment of the Website;
b) in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise objectionable or in breach of any applicable law, regulation, governmental order;
c) making, transmitting or storing electronic copies of Content protected by copyright without the permission of the owner
d) remove any copyright or other proprietary notations from the materials
d) attempt to decompile or reverse engineer any software contained on the School’s web site;
e) transfer the materials to another person or ‘mirror’ the materials on any other server.
This license shall automatically terminate if you violate any of these restrictions and may be terminated by the Company at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
f) Provide access to more students than have been paid for through the licence: i.e. one licence is for one unique user. If the licences are shared beyond the number stated in the contract, the terms and conditions and contract will be seen to be breached, and all licences will be revoked with immediate effect, with no refund.
Registration
44. You must ensure that the details provided by you on registration or at any time are correct and complete.
45. You must inform us immediately of any changes to the information that you provide when registering by updating your personal details to ensure we can communicate with you effectively.
46. We may suspend or cancel your registration with immediate effect for any reasonable purposes or if you breach these terms and conditions.
47. You may cancel your registration at any time by informing us in writing to the address at the end of these terms and conditions. If you do so, you must immediately stop using the Website. Cancellation or suspension of your registration does not affect any statutory rights.
Links to other websites
48. This Website may contain links to other sites. Unless expressly stated, these sites are not under the control of Amanya Design or that of our affiliates.
49. We assume no responsibility for the content of such Websites and disclaim liability for any and all forms of loss or damage arising out of the use of them.
50. The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them. Use of any such linked website is at your own risk.
Privacy Policy and Cookies Policy
51. Use of the Website is also governed by our Privacy Policy and Cookies Policy, which are incorporated into these terms and conditions by this reference. To view the Privacy Policy and Cookies Policy, please click on the following:
https://amanyaipcourses.com/ privacy-policy /
Availability of the Website and disclaimers
52. Any online facilities, tools, services or information that Amanya Design makes available through the Website (the Service) is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and/or faults. To the maximum extent permitted by the law, we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality. Amanya Design is under no obligation to update information on the Website.
53. Whilst Amanya Design uses reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, we give no warranty or guarantee in that regard and all Users take responsibility for their own security, that of their personal details and their computers.
54. Amanya Design accepts no liability for any disruption or non-availability of the Website.
55. Amanya Design reserves the right to alter, suspend or discontinue any part (or the whole of) the Website including, but not limited to, any products and/or services available. These terms and conditions shall continue to apply to any modified version of the Website unless it is expressly stated otherwise.
Liability and indemnity
56. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.
57. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
58. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
a. any indirect, special or consequential loss, damage, costs, or expenses or;
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
d. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
59. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
60. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Course Content
61. All course contents are a guide only and Amanya Design, the facilitators, trainers and instructors recommend the user contacts trade bodies and Intellectual Property Offices in respective countries or trained Intellectual Property professionals to know more about the user’s intellectual property needs. Amanya Design has had the Intellectual Property content checked by the date stated by trained Intellectual Property professionals, and are not liable for any losses or infringements due to actions taken (or not taken) based on these recommendations; or any advice or help given by the third parties included in the content. All other content included is the author’s own opinion.
Revisions and Errata
62. The materials appearing on the School’s website may include technical, typographical, or photographic errors. The School does not warrant that any of the materials on its web site are accurate, complete, or current. The School may make changes to the materials contained on its web site at any time without notice.
General
63. You may not transfer any of your rights under these terms and conditions to any other person. We may transfer our rights under these terms and conditions where we reasonably believe your rights will not be affected.
64. These terms and conditions may be varied by us from time to time. Such revised terms will apply to the Website from the date of publication. Users should check the terms and conditions regularly to ensure familiarity with the then current version. By using this website you are agreeing to be bound by the then current version of these Terms of Use.
65. These terms and conditions together with the Privacy Policy and Cookies Policy contain the whole agreement between the parties relating to its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation to the terms and conditions.
66. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these terms and conditions and no third party will have any right to enforce or rely on any provision of these terms and conditions.
67. If any court or competent authority finds that any provision of these terms and conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these terms and conditions will not be affected.
68. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
69. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
Data Protection
70. When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.
71. The parties agree that where such processing of personal data takes place, the Customer shall be the ‘data controller’ and the Service Provider shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
72. For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.
73. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these terms and conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.
74. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict ‘need-to-know’ basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.
75. The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.
76. Further information about the Service Provider’s approach to data protection are specified
Circumstances beyond a party’s control
77. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
Communications
78. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
79. Notices shall be deemed to have been duly given:
a. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
b. when sent, if transmitted by email and a successful transmission report or return receipt is generated;
c. on the fifth business day following mailing, if mailed by national ordinary mail; or
d. on the tenth business day following mailing, if mailed by airmail.
80. All notices under these Terms and Conditions must be addressed to the most recent address, email address notified to the other party.
No waiver
81. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
Severance
82. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Publicity
83. The Service Provider would like to use photographs taken of the sessions for their publicity upon their website and marketing and logos from the Educational Establishment to show the talk having taken place. If there are any issues with the photographs and logo being taken and used, for this to be clearly stated before the live talks take place. The Service Provider would also like to have reviews from the staff and students after the talks are completed. These will be provided upon implementation, to help optimise the course content and delivery for future courses.
Law and jurisdiction
84. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
Attribution
85. These terms and conditions were created and adapted using documents from Rocket Lawyer (https://www.rocketlawyer.co.uk) and Thinkific Terms and Conditions.