Charges: the charges for access to the Content as set out on the Site or Order Form, or otherwise agreed by us;
Content: the RCUK e-learning content which we agree to provide to you;
Us or we: Resuscitation Council (U.K.) Trading Limited, a company registered under number 02999414 whose offices are at 5th Floor, Tavistock House North, Tavistock Square, London WC1H 9HR;
Users: those of your employees and contractors authorised by you to access and use the Service and Content (whether through an administrator or User account); and
You: the person entering into the Contract.
1.2. A reference to a person is to any individual, company, partnership, organisation or other body corporate.
1.3. A reference to any law is a reference to it and to any subordinate legislation, in each case as amended or re-enacted from time to time.
1.4. Phrases beginning with the words includes, including, in particular, for example, such as or similar words are illustrative and not exhaustive.
2. Our contract with you, and setting up
2.2. Any individual who executes the Contract warrants that he or she is authorised to do so on behalf of his or her employer.
2.3. Accounts. In order to access our Service, you must register for an administrator account, either through the Site or via an Order Form. Individual User accounts can be created by you through the administrator User account, or we may agree to create User accounts on your behalf. You will co-operate with us, and provide us with such information as we may reasonably request, in order to set up your accounts or otherwise perform our obligations under the Contract. You must ensure any information provided to us is complete and accurate.
2.4. You shall ensure that the Content is only accessible to your authorised Users. You will not allow access to the Content by any other person. You will be responsible for ensuring the security of your User accounts with us, and of any passwords or logins associated with those accounts. You must notify us promptly if you become aware of any unauthorised access to the Service or Content.
2.5. Provided you have paid any applicable Charges, and provided you continue to comply with the provisions of the Contract, we hereby grant to you a non-exclusive licence during the term of the Contract to permit Users to access and use the Content.
3. Subscriptions and Charges
3.1. We offer access to the Content on a “per play” basis, allowing a limited number of plays of the Content by your Users based on the volume you have purchased.
3.2. If you are a new client, we may at our option offer you an initial free trial subscription, in which case you will get free access to the Content for the free trial period, or for a limited number of plays. When your trial expires you must purchase further plays if you wish your Users to continue to access the Content.
3.3. The plays you have purchased may be used at any time and will not expire. However, we may withdraw any Content or access by six (6) months’ notice at any time, and if we give you notice of withdrawal you must use any unexpired plays within that notice period and will not be entitled to any refund in relation to unusedplays. We reserve the right to revise our charges from time to time so if you purchase new plays the charges may differ from your last purchase.
3.4. You will pay the applicable Charges either:
3.4.2. if we have agreed to take payment offline, against our invoice. All invoices are payable within thirty (30) days after their date, in each case by electronic transfer to our nominated bank account. If you do not pay any invoices by the due date, we may suspend your access to the Service and Content.
3.5. All sums stated are exclusive of VAT, which will be chargeable where applicable.
4. Support Services
4.1. If you or your Users have any user or technical queries in relation to the Service or Content you may contact us using the contact information set out on the Site. We will use reasonable endeavours to assist in resolving those queries, although we may decline to do in relation to queries which are addressed by the documentation we have already provided to you or which is readily available on the Site.
4.2. We will use reasonable endeavours to maintain the Site and Service, and to ensure they are secure and compliant with applicable law, compatible with any browsers or plugins with which they are intended to interoperate, and available during UK working hours (barring planned and emergency maintenance).
4.3. You can report any defects in the Site, Service or Content to us using the contact information set out on the Site. We will use reasonable endeavours to respond promptly to any reported defects, and to resolve defects within a reasonable period of time (depending on their severity).
4.4. We are not responsible for any defects or queries attributable to misuse of the Service, or to any third-party products or services.
5. Data Protection
You will ensure that any provision of personal data by you to us is lawful. For the purposes of data protection law, we are:
5.2. a data processor in relation to certain User data which we host on your behalf (such as User names and IDs, and their completion status and scores in relation to the Content).
6. Intellectual property rights and Restrictions
6.1. Nothing in the Contract will affect either party’s ownership of its intellectual property rights nor operate to grant to either party any licence under the other party’s intellectual property rights except to the extent expressly set out in the Contract.
6.2. The Content is to be made accessible only to your Users, and only for viewing and use through the Service. You and your Users may not otherwise download, record, frame, copy or publish the Content, or stills or visual assets from the Content, or attempt to do so, except in each case to the extent such actions cannot lawfully be prohibited.
6.3. You may not rent, lease or re-sell the Content, or access to it, nor create any derivative works based on it or use it to develop any materials or content which may compete with the Content.
6.4. If we make any documentation available to you in connection with your use of the Service or Content (such as technical documentation or user manuals), you may use and copy that documentation in connection with your and your Users’ permitted access to and use of the Service and Content. Otherwise, you may not copy or distribute that documentation.
6.5. You may not alter the Content or any documentation we provide to you, nor remove any copyright notice or any legal disclaimer we have included in or with any such items.
7.1. You acknowledge and agree:
7.1.1. that there is some inherent instability in communications networks and that we may need to take down or maintain the servers on which the Service or Content is hosted from time to time. You accept that we will not be liable if the Service or any Content is temporarily unavailable for any reason;
7.1.2. we are not responsible or liable for the actions of third parties or your interactions with them. Third parties may include, for example, your IT support providers, the providers of any device or software which you use to access the Service or any third party referred to or linked to in any of our Content;
7.1.3. our Content is provided for educational purposes only and is not a substitute for medical or paramedic training. You and your Users are ultimately responsible for your own actions, including any professional or clinical decisions made in relation to resuscitation; and
7.1.4. to the fullest extent permissible by law, the Service, our Content, our support services and any associated documentation are all provided “as is” and without any warranty.
7.2. Nothing in the Contract will operate to limit or exclude our liability for death or personal injury caused by our negligence, for fraud, or for any matter in relation to which our liability cannot lawfully be limited or excluded.
7.3. Subject to clause 7.2, we will not be liable to you in any circumstances (whether in contract, tort (including negligence), breach of statutory duty or otherwise) for:
7.3.1. any indirect or consequential loss; or
7.3.2. any loss of profit, loss of business, loss of revenue or income, loss of anticipated savings, loss of goodwill, loss of contract or loss of data (in each case whether direct or indirect).
7.4. Subject to clauses 7.1 to 7.3, our total aggregate liability to you in contract, tort (including negligence), breach of statutory duty or otherwise in connection with the Contract or its subject matter will not exceed a sum equal to the value of the Charges paid to us under the Contract during the twelve months preceding the date on which the first event giving rise to such liability occurred (or if the event occurs within the first twelve (12) months, the value of the Charges payable to us during those twelve (12) months assuming our performance in full).
7.5. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permissible by law, excluded from the Contract.
7.6. If we are subject to any third-party claim as a result of your breach of any of your obligations under the Contract, or as a result of your negligence, misrepresentation or other wrongful act, then you will indemnify us and hold us harmless against all costs, expenses, losses, damages or liabilities suffered or incurred by us as a result of or in connection with that third-party claim, including (without limitation) any legal and professional fees. You also agree to provide us with all reasonable assistance and information we may request from you in order to enable us to defend and settle the claim and mitigate our (and your) liability. We will not settle or compromise any such claim without your prior written consent (which shall not unreasonably be withheld, conditioned or delayed).
8. Termination and post-termination
8.1. Either party may terminate the Contract by written notice to the other party if:
8.1.1. the other party is in material breach of the Contract and has not remedied such breach (if capable of remedy) within thirty (30) days after receiving notice specifying the breach and requiring its remedy; or
8.1.2. the other party becomes insolvent, resolves to wind up, makes an arrangement with its creditors, goes into administration or suffers or takes any similar occurrence or action.
8.2. Either party can terminate the Contract for convenience at any time on ninety (90) days’ notice. If we terminate for convenience then you will be entitled to continue to access the Content for the remainder of the volume of plays, for which you have paid in accordance with the Contract. However, you must use the outstanding volume of plays within six (6) months after termination, and after that we may terminate your access to the Content without liability to you.
8.3. Termination of the Contract will not affect any rights or remedies of the parties in existence at the time of termination. Except as provided in clause 8.2, on termination of this Contract, however caused, any licences or permissions granted by us shall automatically terminate and we may immediately suspend your access to the Service or Content. If at the time of termination you have not been invoiced for any services provided by us or any uses of the Content prior to termination, we may raise an invoice which you shall pay in accordance with clause 3.4. Clauses 1, 5 to 7 (inclusive), 8.3, 9, and 10 will survive termination of the Contract however caused.
9.1. Any notice under the Contract will be in writing and will be delivered by hand or post at the recipient’s registered office or address for service or sent by email (in which case emails to you will be sent to the email address set out in the Order Form or associated with your administrator account and emails to us can be sent to email@example.com).
9.2. Any notice will be deemed received:
9.2.1. if delivered by hand or post, on delivery; or
9.2.2. if sent by email, on sending (provided that the sender has not received any server error, bounce-back, inbox-full or other error message indicating non-delivery).
9.3. This clause 9 does not apply to the service of any legal proceedings or other documents in any legal action or dispute resolution.
10. General legal provisions
10.1. We will not be liable for any delay or failure to perform our obligations which is caused by matters beyond our control (including natural disasters, civil commotion, accident, fire or failure of utility or communications networks).
10.2. The Contract is the entire agreement between the parties in relation to its subject matter. Neither party relies on any representation or warranty not set out in the Contract.
10.3. You may not assign your rights under the Contract to another person without our consent (which we will not unreasonably withhold, condition, or delay).
10.4. If any provision or part-provision of the Contract is found by a court to be unlawful, unenforceable or void, that provision or part-provision will be severed and the remainder of the Contract will remain in force.
10.5. No waiver of any right or remedy under the Contract will be effective unless in writing, and any waiver will apply only to the specific breach or default to which it is addressed.
10.6. The Contract does not create a partnership or joint venture of any kind between the parties, nor appoint either party as the other’s agent. Neither party may bind the other in any way.
10.7. The Contract may only be varied by the written agreement of the parties (provided that no variation may be effected by email unless the email is from one of our authorised representatives and expressly states that it is intended to be a variation to the Contract). As an exception, we may from time to time update these Terms in their entirety (for example, if we change our business or licensing model or in order to comply with new legislation). We will give you sixty (60) days’ notice of any such changes and if you do not accept them you may terminate the Contract by thirty (30) days’ notice served prior to such changes taking effect (in which case we shall be deemed to have terminated under clause 8.2).
10.8. No third party will have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
10.9. If any dispute arises between you and us, then you and we will try to resolve it through good faith discussion. If we cannot resolve the dispute within thirty days, then either party can bring a claim.
10.10. The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the law of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.
Data Processing Annex
This Data Processing Annex applies when, in the course of providing our services, we are acting as your “data processor” under data protection law, and in particular when we host User data on your behalf.
1.1. In this Annex Data Protection Legislation means:
1.1.1. unless and until it is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, including the Data Protection Act 2018, and then
1.1.2. any successor legislation to the GDPR or the Data Protection Act 2018 applicable in the UK.
1.2. In this Annex data controller, data processor, processing and personal data all have the meanings given in the Data Protection Legislation.
2. Data Protection Obligations
2.1. Both parties will comply with all applicable requirements of the Data Protection Legislation.
2.2. The parties acknowledge that for the purposes of the Data Protection Legislation, you are the data controller and we are the data processor in relation to certain personal data processed by us. Clause 3 below sets out the scope, nature and purpose of processing by us, the duration of the processing and the types of personal data and categories of data subject.
2.3. We shall, in relation to the personal data described in Clause 3:
2.3.1. process the personal data only on your written instructions or as required by law;
2.3.2. have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of, accidental loss or destruction of, or damage to, the personal data;
2.3.3. ensure that all personnel who have access to and/or process the personal data are obliged to keep them confidential;
2.3.4. not transfer the personal data outside of the European Economic Area unless with your prior written consent, as required by law or subject to a safeguard permitted under the Data Protection Legislation or to a country in respect of which the European Commission has made an adequacy determination;
2.3.5. assist you in responding to any request from a data subject and complying with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators, in each case subject to the payment of our reasonable fees;
2.3.6. at your written direction delete or return the personal data on termination of the services to which their provision relates; and
2.3.7. maintain complete and accurate records and information to demonstrate our compliance with this clause 2, and allow you to audit our compliance (provided such audit is conducted in such a manner to minimise disruption to our business, on reasonable notice, at your cost and subject to your payment of our reasonable fees for time incurred).
2.4. We may appoint third party processors of the personal data described in clause 3 but shall ensure that we do so under a written agreement incorporating terms which are equivalent in their effect to those set out in this Annex. We will notify you of any proposed changes to our processors to give you an opportunity to object to any such changes. In particular, our processors include Linode, LLC and Amazon Web Services all of whom provide us with hosting services, and Training Vault and Kindred Learning, both of whom provide us with software-as-a-service solutions which underpin our deployment of our Content.
3. Details of Processing
3.1. Scope: We may process certain personal data on your behalf relating to your Users in making Content accessible to them and in recording and reporting on their completion and scores in relation to that Content.
3.2. Nature: Processing in the course of providing the specified services to you, which means accessing, receiving, storing, creating and transmitting personal data.
3.3. Purpose of processing: The provision of the Content to your Users, and keeping records of and reporting on their completion and scores as agreed from time to time.
3.4. Duration of the processing: For the duration of the performance of our services.
3.5. Types of personal data: Names, user IDs, email addresses, completion details and scores relating to those of your Users who have accessed our Content.
3.6. Categories of data subject: Your nominated Users.