Terms and Conditions of Supply

1. Definitions and Interpretation

In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

•  “Account” — the personal area of Our Site created where Customers can administer and access their training.
•  “Applicable Laws” — all laws, statutes, regulations, and similar instruments from time to time in force applicable to the Parties, the Courses, and the Contract.
•  “Business Day” — any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in England.
•  “Business Hours” — 9.00 a.m. to 5.00 p.m. on a Business Day.
•  “Certificate” — the official document issued to a Learner on successful completion of a Course.
•  “Commencement Date” — the date on which the Contract shall enter into effect, as set out in Clause 2.
• “Confidential Information” — information disclosed by one Party to the other in connection with the Contract, whether oral, written, or in any other medium, and whether or not marked confidential.
• “Content” — all text, information, data, software, executable code, images, audio or video material in whatever medium or form contained in the Courses and within Our Site.
• “Contract” — the agreement for the provision of Courses, as explained in Clause 3, and/or any other agreement entered into by Us and a Corporate Customer for the provision of the Courses in accordance with these Terms and Conditions.
• “Corporate Customer” — a business entity (sole trader, partnership, limited company, or other organisation) procuring the Courses for members of their organisation under the Contract.
• “Courses” — the online training courses and any associated assessment provided by Us to the Customer in accordance with the Contract.
• “Customer” — both Individual Customers and Corporate Customers, who may be Learners, Buyers, or Managers, or a combination of these.
• “Data Protection Legislation” — all applicable legislation in force from time to time in the United Kingdom relating to data protection and privacy, including but not limited to the UK GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003 (as amended).
• “Fees” — any and all sums due under the Contract from the Customer to Us in consideration for the supply of Courses, as set out in Clause 5.
• “Individual Customer” — a natural person procuring the Courses for themselves under the Contract. An Individual Customer may also be a business. Where the Individual Customer is a consumer, Clause 27 will apply.
• “Intellectual Property Rights” — copyright and related rights, trade marks, business names, domain names, rights in get‑up and trade dress, goodwill, design rights, database rights, rights subsisting in software, rights to use confidential information, and all other intellectual property rights, whether registered or unregistered, including applications, renewals, extensions, and priority claims, subsisting now or in the future anywhere in the world.
• “Learner” — a natural person being provided with the Course by a Corporate Customer or an Individual Customer who accesses a Course for themselves.
• “LMS” — the Learner Management System provided to all Customers to enable Learners to access the Courses.
• “Management Suite” — the system provided to Corporate Customers to administer multiple Learners.
• “Mandatory Policies” — policies, including but not limited to data protection, health and safety, bribery and corruption, and tax compliance, that are either required in law or support compliance with Applicable Laws.
• “Order” — the Corporate Customer’s or Individual Customer’s order for the Courses, as set out in the Customer’s Order Confirmation or, in the case of Corporate Customers, the written acceptance of Our quotation.
• “Order Confirmation” — the email (or webpage) that provides the access instructions to create or login to the Account and enables the Customer and/or Learner to access the Course(s), forming the Contract between the Parties under these Terms and Conditions.
• “Our Site” — the websites and platforms operated by The Culture Academy and DCLS, including but not limited to Our LMS.
• “Specification” — any additional arrangements agreed between Us and a Corporate Customer to deliver the Courses, as agreed in writing.
• “Sub‑processor” — a third‑party data processor engaged by Us who has or will have access to or process personal data.
• • “We/Us/Our” — The Culture Academy and DCLS, organisations registered and operating in the United Kingdom.
• “You/Your” — the Corporate Customer or Individual Customer placing the Order.

Excellent — let’s now expand the Terms and Conditions of Supply into a full, enforceable document with all operative clauses. This version integrates the definitions you approved earlier, then builds out the contractual framework step by step.

BACKGROUND

The Culture Academy and DCLS (“We”, “Us”, “Our”) provide online training courses, learning programmes, and associated educational services (the “Courses”) to Corporate Customers and Individual Customers via Our websites and learning management systems (“Our Sites”).

These Terms and Conditions form the basis of the Contract for the provision of Courses by Us to Corporate Customers and Individual Customers.

2. The Contract

2.1 The Contract shall come into effect on the Commencement Date, being the date of the Order Confirmation.

2.2 The Contract shall continue until the Courses have been delivered in accordance with these Terms, unless terminated earlier under Clause 21.

2.3 These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate.

3. Orders

3.1 Customers may place Orders via Our Site or by written acceptance of Our quotation (for Corporate Customers).

3.2 Each Order constitutes an offer by the Customer to purchase Courses in accordance with these Terms.

3.3 No Order shall be deemed accepted until We issue an Order Confirmation.

4. Supply of Courses

4.1 We shall supply the Courses to the Customer in accordance with the Contract and any Specification agreed in writing.

4.2 We shall use reasonable care and skill in delivering the Courses.

4.3 We reserve the right to make changes to the Courses to comply with Applicable Laws or to improve quality.

5. Fees, Payment, and Records

5.1 The Customer shall pay the Fees in accordance with the Order Confirmation.

5.2 Payment must be made in full prior to access being granted, unless otherwise agreed in writing.

5.3 All Fees are exclusive of VAT unless stated otherwise.

5.4 We may suspend access to the Courses if Fees are not paid when due.

5.5 Records of Learner progress and Certificates shall be maintained within the LMS.

6. Customer Obligations

6.1 The Customer shall:

• Ensure that Learners have appropriate equipment and internet access.

• Comply with all Applicable Laws and Mandatory Policies.
• Not share login credentials or permit unauthorised access.

6.2 Corporate Customers shall be responsible for administering Learners via the Management Suite.

7. Intellectual Property

7.1 All Intellectual Property Rights in the Content and Courses remain vested in Us or Our licensors.

7.2 Customers are granted a non‑exclusive, non‑transferable licence to access the Courses for personal or organisational training purposes only.

7.3 Customers must not copy, reproduce, distribute, or modify the Content without Our prior written consent.

8. Confidentiality

8.1 Each Party undertakes to keep Confidential Information secure and not disclose it to any third party, except as required by law.

8.2 This obligation shall survive termination of the Contract.

9. Data Protection

9.1 Both Parties shall comply with Data Protection Legislation.

9.2 We shall act as Data Controller in respect of personal data processed for the provision of Courses.

9.3 Sub‑processors may be engaged, subject to appropriate safeguards.

10. Certificates

10.1 Certificates shall be issued to Learners upon successful completion of a Course.

10.2 Certificates remain Our property until issued and may be withheld if Fees remain unpaid.

11. LMS and Management Suite

11.1 Access to the LMS and Management Suite is provided subject to these Terms.

11.2 Corporate Customers shall ensure that Managers use the Management Suite responsibly and in compliance with Applicable Laws.

11.3 We reserve the right to suspend or withdraw access to the LMS or Management Suite if misuse is identified.

12. Interactive Services

12.1 We do not operate public chatrooms or bulletin boards. Interactive services are limited to Our LMS learning environment.

12.2 Where interactive services are provided (e.g., course forums, assessments, peer collaboration), We will inform Customers of any moderation.

12.3 We exclude liability for misuse of interactive services by Users, whether moderated or not.

12.4 Minors may not use interactive services.

12.5 Content Standards apply to all interactive communications (see Clause 13).

13. Content Standards

13.1 Customers and Learners must not upload or communicate any content that is unlawful, defamatory, obscene, discriminatory, offensive, or infringes intellectual property rights.

13.2 Communications must be truthful, accurate, and comply with Applicable Laws.

13.3 Breach of Content Standards may result in suspension or termination under Clause 21.

14. Disclaimers

14.1 Except for the educational Content and assessments forming part of the Courses, nothing on Our Sites constitutes professional advice.

14.2 Customers must obtain specialist advice before acting on any information.

14.3 We make reasonable efforts to ensure Content is accurate and up to date but make no guarantees.

14.4 For Corporate Customers and Individual Customers who are businesses, all implied warranties and conditions are excluded to the fullest extent permitted by law.

15. Liability

15.1 Nothing in these Terms excludes liability for death or personal injury caused by negligence, fraud, or other liability that cannot be excluded by law.

15.2 For business Customers, We shall not be liable for loss of profits, business interruption, goodwill, or indirect/consequential losses.

15.3 For consumers, We shall not be liable for business losses.

15.4 If digital Content damages a consumer’s device due to Our failure to use reasonable skill and care, We will repair or compensate.

15.5 Liability relating to supply of Courses is subject to separate limitations in Our Terms of Supply.

16. Viruses, Malware and Security

16.1 We exercise reasonable skill and care to ensure Our Sites are secure but do not guarantee this.

16.2 Customers are responsible for their own security protections.

16.3 Introducing malware, attempting unauthorised access, or denial‑of‑service attacks are prohibited and may constitute criminal offences.

16.4 Breach of this Clause will result in immediate termination of access.

17. Term and Termination

17.1 The Contract continues until Courses are delivered unless terminated earlier.

17.2 Either Party may terminate for material breach not remedied within 14 days of notice.

17.3 We may terminate immediately if Fees remain unpaid or misuse occurs.

17.4 Termination does not affect accrued rights or obligations.

18. Consequences of Breach

18.1 We may:

• Suspend or terminate access.

• Remove content.

• Issue warnings.

• Seek reimbursement of costs.

• Disclose information to authorities.

• Take legal action.

18.2 We exclude liability for actions taken in response to breaches.

19. Force Majeure

We shall not be liable for failure to perform due to events beyond Our reasonable control, including natural disasters, strikes, or technical failures.

20. Assignment

Customers may not assign rights under the Contract without Our consent. We may assign or subcontract Our obligations.

21. Entire Agreement

These Terms, together with the Order Confirmation and any Specification, constitute the entire agreement between the Parties.

22. Governing Law and Jurisdiction

22.1 These Terms are governed by English law.

22.2 Consumers may rely on mandatory provisions of their country of residence.

22.3 Consumers may bring claims in the courts of England, Wales, Scotland, or Northern Ireland, depending on residency.

22.4 Business Customers submit to the exclusive jurisdiction of the courts of England and Wales.