Terms & Conditions

ACI Learning Ltd - Terms & Conditions

1. About these terms of and conditions

1.1. These terms and conditions, together with any documents referred to in them, including our Privacy Policy at https://legal.practice-labs.com/privacy-policy and Usage Policy at https://legal.practice-labs.com/usage-policy (together the “Relevant Terms”), explain how our customers, which include consumers, businesses, colleges, universities and other organisations (“Customer” or “you”) and those employees, students or individuals associated with our Customers (“Users”) may use the following websites: (i) www.practice-labs.com and all associated web pages and any associated mobile applications or other software applications (together referred to as the “Site”), whether as a guest or a registered user. Use of the Site includes accessing, browsing, or registering to use the Site.

1.2. These terms and conditions also set out how Customers can pay to access the training and/or skill developing titles, safe environment practice areas and other content available on the Site (the “Content”).

1.3. We may update these terms from time to time in accordance with clause 18.3 below.

2. About us

2.1. The Site is operated by ACI Learning Ltd t/a Practice Labs (“Practice Labs” “we”, “us” or “our”). We are a company registered in England and Wales under company number 05939037 and have our registered office at 9 Waterside Court, Galleon Boulevard, Dartford, Kent, DA2 6NX, United Kingdom.

2.2. The Customer and us are each referred to as a “Party” and shall together be referred to as the “Parties”.

3. Ordering Content from us

3.1. By accessing or using the Site or paying to access Content, Customers agree to be bound by, and comply with (and procure that Users comply with), the Relevant Terms, so please read them carefully before using the Site. If you do not agree with or accept any of the Relevant Terms, you should stop using the Site immediately.

3.2. By clicking the ACCEPT button, you confirm agreement to the Relevant Terms. By completing and submitting the online order form for access to the Content which is subject to the Relevant Terms (“Order Form”) you make an offer to us for access to the Content, which, if accepted by us, will constitute a binding contract (“Contract”).

3.3. Please read and check the Order Form carefully before submitting it. If you need to correct any errors you can do so before submitting the Order Form to us. In particular, you should check your system compatibility before you confirm and place your order (see clause 7).

3.4. When you confirm and place your order (i.e. when you click on the 'ACCEPT' button), we will process your order and, provided that we do not decline your order (see clause 3.5):

3.4.1. a legally binding contract will be in place between you and us; and
3.4.2. access to the Content will be available automatically.

3.5. We may decline your order in certain circumstances, including (but not limited to):

3.5.1. if the Content is unavailable;
3.5.2. if we cannot authorise your payment;
3.5.3. if you are not allowed to buy access to the Content from us;
3.5.4. if we are not allowed to provide access to the Content to you; or
3.5.5. if there has been a mistake on the pricing or description of the Content.

4. Creating an account, Users and access to Content

4.1. Subject to the Customer's payment of the Fees (as set out in clause 9) and compliance with the Relevant Terms, we grant to you a non-transferable, non-exclusive licence to access the Site and the Content in accordance with the Relevant Terms. Nothing in the Relevant Terms grants the Customer or the User any legal rights in the Site or the Content other than as necessary to enable them to access them, and any further or additional use is strictly prohibited unless you have our prior written permission.

4.2. In order to access the Content, the Customer must create an account on the Site (an “Account”). Customers can create an Account via the relevant sign-up page on the Site.

4.3. During the process of creating their Account the Customer will be provided with a number of usernames and passwords/codes/vouchers in respect of its intended Users (“Login Information”).

4.4. Once the Customer has created an Account, the Customer may provide its Users with access to Content by providing each User with applicable Login Information. A User's access to the Site and the Content is dependent on that User creating a login on the Site using the relevant Login Information in accordance with these terms.

4.5. The Customer shall not grant access to Content to any individual that is not connected with the Customer. Any dispute under this clause 4.5 as to whether an individual is “connected with” the Customer shall be determined in our sole discretion.

4.6. The maximum number of Users to whom a Customer can grant access to the Content at any time shall be as set out in the Order Form unless otherwise agreed in writing.

4.7. The Customer agrees that it is solely responsible for keeping details of its Account confidential and warrants that it will and will ensure that its Users will:

4.7.1. keep all Login Information confidential;
4.7.2. not disclose Login Information to any third party in breach of the Relevant Terms; and
4.7.3. notify us if anyone other than it knows their Login Information.

4.8. You acknowledge and agree that you are responsible for all activity carried out on the Site by Users through your Account and/or any Login Information provided to or by you in relation to your Account, and that you will be liable to us for any reasonable costs and expenses incurred by us as a result of any breach of these terms and conditions committed through your Account and/or such Login Information by you or your Users.

5. Customer obligations

5.1. The Customer shall:

5.1.1. ensure that Users are and continue to be connected to the Customer;
5.1.2. promptly inform us if a User ceases to be connected with the Customer;
5.1.3. ensure that Users are aware of, and abide by, the Relevant Terms; and
5.1.4. monitor User activity on the Site [in accordance with clause 5.2 below].

5.2. We will provide the Customer with administrative access to the Site for the purpose of monitoring and policing Users' use of, and access to, the Site and the Content and the Customer shall use this administrative access to ensure that all Users use the Site and the Content in compliance with the Relevant Terms. We also reserve the right to monitor and police such use and access by Users.

6. Using the Site and restrictions on use

6.1. We permit our Customer and its Users to use the Site only in accordance with the Relevant Terms. Use of the Site in any other way, including in any way that contravenes any restriction set out in the Relevant Terms, is not permitted. If the Customer or any User does not agree with the Relevant Terms then they should not use the site. We may prevent or suspend access to the Site to the Customer and/or any User if the Customer or such User does not comply with any part of the Relevant Terms, any terms or policies to which they refer, or any applicable law.

6.2. You agree that you are solely responsible for all costs and expenses you may incur in relation to your use of the Site.

6.3. As a condition of your use of the Site, you agree not to and you agree to ensure that User will not, use the Site to carry out or promote any activity that is unlawful in any way under any applicable law, or use the site for any purpose that is prohibited by the Relevant Terms.

6.4. The Site and the Relevant Terms have been prepared and are made available in accordance with applicable UK law, and are intended for use only by those who can access them from within the UK. If you choose to access the Site from locations outside the UK, you are responsible for compliance with local laws where they are applicable.

7. System compatibility

7.1. In order to be able to access the Content the Customer's systems must meet the following requirements:

7.1.1. have the browser requirements installed on Your workstations/OCs as laid out in the help pages at https://help.practice-labs.com
7.1.2. have a minimum 512kn broadband internet connection available for Users;
7.1.3. have 1024 x 768 screen resolution;
have Firewall port 80(http) and 443 (https) open; and
if you have a proxy in between Your workstation/PC and Our website You or Your system administrator must take respective steps to enable access through this proxy device.

7.2. The Customer agrees and acknowledges that if its system does not meet the requirements set out in clause 7.1 above, or where information provided by the Customer is not accurate, then We shall not be liable for any consequent failure in the performance of the Site. We shall be entitled to charge the Customer on a time and materials basis for any action required to be taken by Us as a result of such failure, notwithstanding that We may not be able to perform the Service due to such failure.

7.3. The Customer acknowledges and agrees that the requirements set out in clause 7.1 above, which may be changed by Us from time to time are the responsibility of the Customer.

8. Intellectual Property Rights

8.1. References in these terms and conditions to “Intellectual Property Rights” means copyright, patents, rights in inventions, rights in confidential information, know-how, trade secrets, trade marks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, domain names, rights in computer software (including source code and object code) and all similar and related rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever in the world they exist.

8.2. This Site, the Content and all Intellectual Property Rights in it are owned by us, our licensors or both (as applicable). Such Intellectual Property Rights are protected by copyright laws and treaties around the world. We and our licensors reserve all of our and their rights in any such Intellectual Property Rights in connection with these terms and conditions. For the avoidance of doubt, this means:

8.2.1. you will not own (in whole or in part) the Site or any Content on it; and
8.2.2. we and our licensors remain the owners of the Site and the Content (as applicable) and we are free to use them as we see fit.

8.3. If you copy, download or otherwise use any part of the Site in breach of the Relevant Terms, your right to use the Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

9. Termination

9.1. The Parties may terminate the Contract at any time by mutual agreement in writing. If the Contract is so terminated the Customer shall not be entitled to a refund of any Fees payable hereunder unless agreed otherwise in writing.

9.2. Without prejudice to its other rights and remedies, either Party may terminate the Contract immediately at any time by giving written notice to the other Party if that other Party:

9.2.1. is in material breach of its obligations under the contract and, if the breach is capable of remedy, such breach is not remedied within 14 days of the other Party receiving notice which specifies the breach and requiring the breach to be remedied; or
9.2.2. stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
9.2.3. is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the non-defaulting Party reasonably believes that to be the case;
9.2.4. becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
9.2.5. has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
9.2.6. has a resolution passed for its winding up;
9.2.7. has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
9.2.8. is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;
9.2.9. has a freezing order made against it;
9.2.10. is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;
9.2.11. is subject to any events or circumstances analogous to those in clauses 10.2.2 to 10.2.10 in any jurisdiction;
9.2.12. takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 10.2.2 to 10.2.10 including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.

9.3. The right of a Party to terminate the Contract pursuant to clause 10.2 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged Party agrees to adhere to the contract.

9.4. If a Party becomes aware that any event has occurred, or circumstances exist, which may entitle the other Party to terminate the contract under this clause 10, it shall immediately notify the other Party in writing.

9.5. If we terminate your contract with us under clause 10.2 your right to access the Site and the Content under these terms and conditions shall cease immediately and you shall not be entitled to a refund of any Fees payable hereunder unless we agree otherwise in writing.

9.6. If this contract is ended it will not affect our right to receive any money which you owe to us under this contract.

10. Disclaimer, accuracy of information and availability of the Site

10.1. The Site is provided on an “as is” basis. We may update the Site from time to time, and may change the Content at any time.

10.2. Although we try to make sure that the Site and Content are accurate, up-to-date and free from errors, we cannot promise that they will be. Any reliance that you may place on the information or Content on the Site is at your own risk.

10.3. Any information (including Content) placed on the Site by us or on our behalf is provided for general information purposes only. It does not, and is not intended to, constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purposes. You should obtain professional or specialist advice before taking, or refraining from, any action on the basis of any content on our Site.

10.4. The Content is designed for the purposes of teaching and training purposes only. Practice Labs has no liability for any other use of the Content, in particular (but without limitation) any use that breaches the Relevant Terms or that is unlawful.

10.5. While we try to make sure that the Site is available for your use, we do not promise that the Site is available at all times nor do we promise the uninterrupted use by you of the Site. If you have any difficulties using the Site, please contact us on +44 (0) 203 588 7250.

10.6. While we try to make sure that the Site is secure, we cannot guarantee the security of any information that you supply to us and therefore we cannot guarantee that it will be kept confidential.

10.7. Access to the Site is permitted by us in our sole and ultimate discretion. While we will try to keep disruptions to a minimum, we may suspend, withdraw, discontinue or change all or any part of the Site as we see fit and without notice. We will not be liable to you if for any reason the Site is unavailable at any time or for any period.

11. Third Party Applications

11.1. The Site may from time to time allow integration with third party applications, websites, and services (“Third Party Applications”) to make certain content, products and/or services available to you. These Third Party Applications may have their own terms and conditions of use, privacy policies and/or other applicable terms (“Third Party Terms”) and your use of these Third Party Applications will be governed by and subject to such Third Party Terms.

11.2. You understand and agree that we do not endorse and are not responsible or liable for the behaviour, features, or content of any Third Party Application or for any transaction you may enter into with the provider of any such Third Party Applications and we accept no responsibility for any loss or damage suffered by you as a result of the use of any Third Party Application.

12. Hyperlinks and third party sites

12.1. The Site may contain hyperlinks or references (including banner and pop-up advertising) to third party websites or applications. We have no control over third party websites or applications and accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third party website, application, product or service does not mean that we endorse it and any reliance you place on such hyperlink, reference or advert is done at your own risk.

12.2. Your use of a third party site will be governed by the terms and conditions of that third party site. It is your responsibility to ensure you are happy with such third party terms and conditions.

12.3. You may create a link to the Site from another site provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not present or establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

12.4. We reserve the right to withdraw linking permission without notice and to require you to immediately remove any link to the Site at any time, and you shall immediately comply with any request by us to remove any such link.

13. Viruses

13.1. We do not guarantee that the Site or the Content will be secure or free from bugs or viruses. You are responsible for configuring your device in order to access the Site and the Content and you should use your own virus protection software.

13.2. You must not misuse the Site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Site, the server on which the Site is stored or any server, computer or database connected to the Site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Site will cease immediately.

13.3. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Site or to your downloading of any content on it, or on any website linked to it.

14. Limitation of our liability

14.1. Nothing in these terms and conditions excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be lawfully excluded or limited.

14.2. Subject to clause 15.1, and to the extent permitted by law, we exclude all conditions, warranties and/or representations, whether express or implied, which may apply to the Site or any Content on it.

14.3. Subject to clause 15.1, we will not be liable to the Customer or any User of the Site for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with the use of or inability to use the Site, or with reliance on any Content displayed on the Site. In particular, we will not be liable for any business interruption, for any loss of profits, sales, business, revenue, anticipated savings, business opportunity, goodwill or reputation, or for any indirect or consequential loss or damage.

15. Customer Indemnity

The Customer shall indemnify us in full for and against all claims, costs, expenses or liabilities whatsoever and howsoever arising incurred or suffered by us including without limitation all legal expenses and other professional fees (together with VAT thereon) in relation to any material breach of the Relevant Terms by a User, provided that such costs, claims, expenses and liabilities are not payable as a result of any act or omission of ours.

16. Data protection

16.1. You and we shall provide each other with reasonable assistance in complying with our obligations under applicable data protection law (including the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any re-enactment, replacement or subsidiary data protection legislation in force from time to time) insofar as necessary to facilitate each of our compliance with these terms and conditions. Information about how we collect and process User data is set out in our privacy and cookie policy at https://legal.practice-labs.com/privacy-policy and https://legal.practice-labs.com/cookie-policy

17. General legal terms

17.1. Events beyond our control - we shall have no liability to you for any breach of these terms caused by any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs or other industrial disputes; breakdown of systems or network access; or flood, fire, explosion or accident.

17.2. Rights of third parties - no one other than a Party to these terms and conditions has any right to enforce any of these terms and conditions.

17.3. Variation - these terms and conditions are dated September 2019. We reserve the right to vary these terms and conditions from time to time. Our new terms will be displayed on the Site and by continuing to use and access the Site following such changes, you agree to be bound by any variation made by us. It is your responsibility to check these terms and conditions from time to time to verify such variations.

17.4. Severability - the unenforceability of any part of the Relevant Terms shall not affect the enforceability of any other part.

17.5. Waiver - failure by either Party to enforce at any time or for any period any one or more of the Relevant Terms shall not be a waiver of them or of the right at any time subsequently to enforce all terms of the Relevant Terms.

17.6. Notices - notices under the Relevant Terms will be in writing and sent to the person and address set out on the Order Form. Notices may be given and will be deemed received:

17.6.1. By first-class post: two (2) Business Days after posting;
17.6.2. By airmail: seven (7) Business Days after posting;
17.6.3. By email: on receipt of a delivery return mail from the correct address; and
17.6.4. By hand: on delivery.
(For the purposes of clause 18.6, a “Business Day” means a day, other than a Saturday, Sunday or public holiday, on which clearing banks are open for non-automated commercial business in the City of London.)

17.7. Breach - we shall apply these terms and conditions in our absolute discretion. In the event of your breach of any of these terms we may terminate or suspend your use of the Site, disclose information to law enforcement authorities and/or HMRC or take any action we consider necessary to remedy the breach.

18. Disputes

18.1. We will try to resolve any disputes with you quickly and efficiently.

18.2. If you are not satisfied with us under these terms and conditions, please contact us as soon as possible by sending an email to disputes@practice-labs.com.

18.3. If you and we cannot resolve a dispute, we will:

18.3.1. let you know that we cannot settle the dispute with you, and
18.3.2. give you certain information required by law about the options available to you.

19. Applicable law

19.1. If you are a consumer, please note that these terms and conditions, their subject matter and formation, are governed by the law of England and Wales. You and we both agree to that the courts of England and Wales will have exclusive jurisdiction.

19.2. If you are a business, these terms and conditions, their subject matter and formation (and any non-contractual disputes or claims) are governed by the law of England and Wales. We both agree to the exclusive jurisdiction of the courts of England and Wales.