E-learning Terms and Conditions

We provide e-learning assets to help businesses achieve their sustainability goals (E-learning Assets), as set out in more detail on our website (Site).

In these Terms, when we say you or your, we mean you as an individual if you are accepting these Terms for yourself. If you are accepting these Terms on behalf of an entity (such as your employer) and you are authorised to do so, then you or your means that entity. When we say we, us, or our, we mean Kemi Limited, a company registered in England and Wales with company number 14472034. 

Our contact details:

Phone number: 07871699677

Geographical address: C/O Tc Citroen Wells Limited, 5th Floor, 3 Dorset Rise, London, England EC4Y 8EN, GB

Email address: judith@kemi.earth

These terms and conditions (Terms) form our contract with you, and set out our obligations as a service provider and your obligations as a customer. We will provide the E-learning Assets to you in accordance with these Terms and all applicable law. 

Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

  1. Engagement and Term

    1. These Terms apply from the time you agree to these Terms, until the date these Terms are terminated in accordance with their Terms (Term).

    2. Subject to your compliance with these Terms, we will provide you with access to the E-learning Assets, which are available on our Site under specific packages:

      1. starter package;

      2. advanced package; and

      3. professional package.

The contents of each package are described in more detail on our Site. 

    1. We will not be responsible for the provision of any other services unless expressly set out in these Terms or on our Site.

    2. Where you engage third parties to operate alongside the E-learning Asset (for example, any third-party software systems), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise.

    3. We may amend these Terms at any time. Any such amendment will have no effect on any E-learning Assets that have already been purchased and provided prior to the amendment, but will apply to all E-learning Assets purchased or provided after the date of amendment. By purchasing further E-learning Assets after the amendment, you agree to the amended Terms. 

  1. Account 

    1. You must sign up for an Account in order to access and use the E-learning Assets.

    2. While you have an Account with us, you agree to:

      1. keep your information up-to-date (and ensure it remains true, accurate and complete);

      2. keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and

      3. notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.

  2. Fees

    1. You agree to purchase the relevant package of the E-learning Assets from us, as set out on our Site. You must pay all amounts due under these Terms in accordance with these Terms or as set out on our Site (as applicable).

    2. Details of the relevant package, including features, limitations and fees are set out on our Site. All E-learning Assets must be paid for at the time you order the E-learning Asset.

    3. Our payments methods will be set out at the time you purchase the E-learning Asset. If you choose to pay your fees using one of our third-party payment processors, you may need to accept their terms and conditions (if this is the case, these will be set out at the time you make payment).

    4. You must not pay, or attempt to pay, any fees due under these Terms or as a result of your use of the E-learning Asset by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account, and you confirm that you are either the holder or an authorised signatory of that bank account.

    5. You are responsible for paying any levies or taxes associated with your use of the E-learning Asset, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).

    6. If you are unable to access the E-learning Asset or there is a technical error in the E-learning Asset, we will work together with you to ensure that you are able to obtain access. If after working together with you, you are still not able to access the E-learning Asset or the technical error persists, we agree to provide you a refund of any fees that you have paid for the E-learning Asset. 

  3. Licence

    1. During the Term, we grant you a right to use our E-learning Assets in accordance with these Terms. This right cannot be passed on or transferred to any other person. 

    2. You must not:

  1. access or use the E-learning Asset in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;  

  2. interfere with or interrupt the supply of the E-learning Asset, or any other person’s access to or use of the E-learning Asset;  

  3. use any unauthorised or modified version of the E-learning Asset, including for the purpose of building similar or competitive assets;

  4. attempt to access any data or log into any server or account that you are not expressly authorised to access;  

  5. use the E-learning Asset in any way that involves outsourcing, renting, reselling or sublicensing; or

  6. circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party.

  1. Availability, Disruption and Downtime

    1. While we strive to always make the E-learning Asset available to you, we do not make any promises that these will be available 100% of the time. 

    2. The E-learning Asset may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.

    3. We will try to provide you with reasonable notice, where possible, of any disruptions to your access to the E-learning Asset.  

  2. Intellectual Property and Data

    1. We own all intellectual property rights in the E-learning Asset. This includes our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission, and you must not alter or remove any confidentiality, copyright or other ownership notice placed on the E-learning Asset.

    2. We own or have licenses to all content displayed on the E-learning Asset (Content). You do not have any ownership rights in any Content on the E-learning Asset. Subject to your compliance with these Terms, we grant you a non-exclusive, revocable, non-sublicensable and non-transferable licence to view and download the Content, solely for your own internal business use.

    3. You must not, unless expressly authorised by us or these Terms:

      1. circumvent or disable any content protection system or technical protection measure used in the E-learning Asset or the Content;

      2. copy or modify, in whole or in part, any of the E-learning Asset;

      3. reproduce, retransmit, distribute, disseminate, sell, publish broadcast or otherwise commercialise the Content to any third party; or

      4. breach, or allow any third party to breach, any intellectual property rights in the Content.

    1. We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

    2. When you use the E-learning Asset, we may create anonymised statistical data from your usage of the E-learning Asset (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve the E-learning Asset, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make your data or identity identifiable. 

    3. This clause 6 will survive the termination or expiry of these Terms.

  1. Confidential Information and Personal Data

    1. While using the E-learning Asset, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.

    2. However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.

    3. We collect, hold and disclose and use any personal data you provide to us in accordance with our privacy policy, available on the Site, and applicable privacy laws.

    4. You must only disclose personal data to us if you have the right to do so (such as having the individual’s express consent).

    5. We may need to disclose personal data to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).

    6. Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.

    7. This clause 7 will survive the termination or expiry of these Terms.

  2. Liability

    1. Nothing in these Terms limits any liability which cannot legally be limited, including Liability for:

      1. death or personal injury caused by negligence; and

      2. fraud or fraudulent misrepresentation.

    2. Subject to the clauses above, to the maximum extent permitted by law, we will not be liable for any Liability caused or contributed to by, arising from or in connection with:  

  1. your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or

  2. any use of the E-learning Asset by a person or entity other than you.  

    1. Subject to the clauses above, but despite anything else to the contrary in these Terms, to the maximum extent permitted by law:

  1. neither Party will be liable for Consequential Loss; 

  2. a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; and

  3. our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the amount of any fees paid by you to us in respect of the supply of the relevant E-learning Asset to which the Liability relates.

    1. This clause 8 will survive the termination or expiry of these Terms.

  1. Suspension and Termination

Suspension

    1. We may suspend your access to the E-learning Asset where we reasonably believe there has been any unauthorised access to or use of the E-learning Asset (such as the unauthorised sharing). If we suspend your access to the E-learning Asset, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate these Terms and your access to the E-learning Asset will end.

Termination

    1. We may terminate these Terms (meaning you will lose access to the E-learning Asset) if:

      1. you fail to pay your fees when they are due;

      2. you breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;

      3. you breach these Terms and that breach cannot be remedied;

      4. you experience an insolvency event (including bankruptcy, receivership, administration, liquidation, or entering into creditors’ schemes of arrangement).

    1. You may terminate these Terms if:

      1. we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or

      2. we breach these Terms and that breach cannot be remedied.

    2. You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 10.9), and termination will take effect immediately.

    3. Termination of these Terms will not affect any other rights or liabilities that we or you may have.  

    4. This clause 9 will survive the termination or expiry of these Terms.

  1. General 

    1. Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.

    2. Complaints and Feedback: We are always looking to improve our services and products. If you have any feedback or a complaint, please notify us on our contact details set out in these Terms and we will take reasonable steps to address any concerns you have.

    3. Contracts (Rights of Third Parties) Act 1999: Notwithstanding any other provision of these Terms, nothing in these Terms confers or is intended to confer any right to enforce any of its terms on any person who is not a party to it.

    4. Disputes:  A Party may not commence court proceedings relating to any dispute arising from, or in connection with, these Terms (Dispute) without first meeting a representative of the other Party within 14 days of notifying that other Party of the Dispute. If the Parties cannot resolve the Dispute at that meeting, either Party may refer the Dispute to mediation administered by The Centre for Effective Dispute Resolution. 

    5. Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including the E-learning Asset), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

    6. Governing law: These Terms are governed by the laws of England and Wales and both parties submit to the exclusive jurisdiction of the courts operating in England and Wales. 

    7. Illegal Requests: We reserve the right to refuse any request for or in relation to the E-learning Asset that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.

    8. Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.

    9. Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.

    10. Privacy: We will apply with all applicable data protection laws, and your personal data will be handled in accordance with our privacy policy (available on our website).

    11. Professional Services Disclaimer: The E-learning Assets do not constitute, and are not a substitute for, financial, legal or risk management advice.

    12. Publicity: You agree that we may, with your written consent, advertise or publicise the fact you are a customer of ours, for example on the Site or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose.

  2. Definitions 

In these Terms:

Account means an account accessible to the individual or entity who signed up to the E-learning Asset.

Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.