LICENSE GRANT & RESTRICTIONS
1. The Client shall not (i) record, copy, license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services in any way; (ii) create links to the Services on any device other than those specified in the course (iii) reverse engineer or access the Services in order to build a competitive product or service.
1.1. The Provider hereby grants the Client a non-exclusive, non-transferable right to use the Services solely for the Client’s own purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to the Client are reserved by the Provider.
2. Except to the extent expressly provided otherwise, in this Agreement:
“Agreement” means this agreement including any Schedule, and any amendments to this Agreement from time to time;
“Charges” means the total cost of the course specified in the invoice or at the time of purchase;
“Business Client” means any company or staff of a company to be taught by the Provider, Step Function;
“Client” means an individual client to be taught by the Provider, Step Function;
“Effective Date” means the date of execution of this Agreement, which is the date of purchase of a Step Function course;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including but not limited to failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Provider” means the company Step Function;
“Schedule” means any schedule attached to the main body of this Agreement;
“Services” means any services that the Provider provides to the Client, or Business Client, or has an obligation to provide under this Agreement, including the course syllabus and all files provided by Step Function to the Client;
“Syllabus” means all materials either electronic or hardcopy provided to the client before and during the course;
“Term” means the term of this Agreement, commencing in accordance with Clause 4.
“Venue” means the address at which classroom-based courses will be taught, the details of which will be confirmed via email in advance of the course.
3. Step Function Limited (“we”, “us”), is a company incorporated in England and Wales (registration number 10441098) having its registered office at Second Floor, 3 Liverpool Gardens, Worthing, West Sussex, England, BN11 1TF.
3.1. This Agreement shall govern the provision of the Services by us to you. We advise you to read the Agreement carefully and to contact us if you do not understand any of the terms. By electronically submitting your application via the Step Function website, you confirm that you accept the terms of the Agreement.
4. This Agreement shall come into effect on the Effective Date, the date on which you purchase a Step Function course.
IDENTIFICATION OF SERVICE
5. The Provider offers the Services, all of which can be purchased via the Provider’s website:
• Classroom-based teaching
• Remote teaching
• Pre-recorded video tutorials
5.1. The Provider will teach a course to the Client, the details of which will be confirmed at the time of purchase.
5.2. Unless the Venue owner refuses the Clients or the Provider access to the Venue for any reason, access to the Venue is available to the Client during the times and dates specified to the Client via email.
INTELLECTUAL PROPERTY OWNERSHIP
6. The Provider alone shall own all right, title and interest in and to the Provider’s intellectual property, the Services, the Syllabus and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Client or any other party relating to the Services.
7. The Client shall pay the Charges to the Provider in accordance with this Agreement and any invoice.
7.1. All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated inclusive of any applicable value added taxes.
7.2. The Provider shall either issue invoices for the Charges to the Client, or the Client will make full payment at the time of submitting an application to the Provider.
7.3. If an invoice is requested by the Client, the Client must pay the Charges to the Provider on or before the payment date detailed in the invoice.
7.4. The Client must pay the Charges by card payment or by bank transfer using such payment details as are notified by the Provider to the Client.
7.5. If the Client does not pay any amount properly due to the Provider under this Agreement, the Provider may suspend the Services until payment is received.
8. Should the Provider cancel this course for any reason, the Provider will either arrange for the Client to defer entry until a subsequent course or return a fraction of the paid course fees at the Client’s request. The refund will cover the fraction of the course that was not taught. For example, if 0 days were taught, 100% of the fee will be returned. If 40% of the course was taught, 60% of the fee will be returned.
8.1. Should the Client choose to cancel their application and request a refund up to 7 days before the course start date, 100% of the Charges will be refunded to the Client. For example, if a course is due to begin on Monday 22nd May, should the Client inform the Provider of their desire to cancel their application at any time on the Sunday 8 days before the course begins i.e. 14th May, 100% of the fee will be returned.
8.2. Should the Client choose to cancel their application and request a refund less than 7 days before the course start date, 0% of the Charges will be refunded to the Client. For example, if a course is due to begin on Monday 22nd May, should the Client inform the Provider of their desire to cancel their application at any time on the Monday 7 days before the course begins i.e. 15th May, 0% of the fee will be returned.
9. In the event that the Client purchases classroom-based teaching, the Client shall not:
• impede or interfere with the Venue owner’s right of possession and control of the Premises;
• carry on any activity other than those stipulated in this Agreement;
• in any event carry on any illegal activity (including use of the Venue’s data connection for any illegal means);
• damage any of the decorations, fixtures and fittings or other equipment at the Premises;
• use the Premises, data connection or equipment in any way so as to annoy or disturb other Clients;
• bring pets into the Premises;
• be entitled to any compensation as a result of any failure of the Provider’s data security or the Venue’s computer systems or of the Provider’s failure to provide any of the Services, where such failure is due to any breakdown or strike or delay or failure of any staff manager or caretaker to perform their duties;
• alter or interfere in anyway with the Premises;
• invite third parties into the Venue unless previously agreed in writing by the Provider.
9.1. The Client shall:
• leave the working space in the same condition as it was found at the beginning of the day’s teaching;
• comply with any instructions regarding health and safety that the Provider gives.
SERVICES AND SUPPORT
10. The Provider’s Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. The Provider is not responsible for any delays, delivery failures, or other damage resulting from such problems.
10.1. The Provider’s Services may be subject to limitations that may be associated with the insufficient specifications of the Client’s Laptop. The Provider is not responsible for any delays, delivery failures, or other damage resulting from such problems.
11. The Provider warrants to the Client that:
• the Provider has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
• the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider’s rights and the fulfilment of the Provider’s obligations under this Agreement; and
• the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
11.1. The Client warrants to the Provider that it has the legal right and authority to enter into this Agreement and to perform its obligations under the Agreement.
LIMITATIONS AND EXCLUSIONS OF LIABILITY
12. Nothing in this Agreement will:
• limit or exclude any liability for death or personal injury resulting from negligence;
• limit or exclude any liability for fraud or fraudulent misrepresentation;
• limit any liabilities in any way that is not permitted under applicable law; or
• exclude any liabilities that may not be excluded under applicable law.
12.1. The limitations and exclusions of liability set out in this clause govern all liabilities arising under the Agreement or relating to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in the Agreement.
FORCE MAJEURE EVENT
13. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
13.1. A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:
• promptly notify the other; and
• inform the other of the period for which it is estimated that such failure or delay will continue.
13.2. A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
14. This Agreement may be terminated immediately if both parties agree in writing.
14.1. Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement.
14.2. Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:
• the other party:
o is dissolved;
o ceases to conduct all (or substantially all) of its business;
o is or becomes unable to pay its debts as they fall due;
o is or becomes insolvent or is declared insolvent; or
o convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
• an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
• an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement);
14.3. The Provider may terminate this Agreement immediately by giving written notice of termination to the Client if:
• the Client fails to meet a payment as specified either via email or via an invoice.
14.4. In the event of termination, payments already made by the Client to the Provider will not be repaid to the Client.
EFFECTS OF TERMINATION
15. Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect.
15.1. The termination of this Agreement shall not affect the accrued rights of either party.
16. No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
16.1. If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
16.2. This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
16.3. Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.
16.4. This Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
16.5. This Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
16.6. This Agreement shall be governed by and construed in accordance with English law.
16.7. The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
17. In this Agreement, a reference to a statute or statutory provision includes a reference to:
• that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
• any subordinate legislation made under that statute or statutory provision.
17.1. The clause headings do not affect the interpretation of this Agreement.
17.2. In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
18. The parties’ obligations under sections:
• License Grant & Restrictions
• Intellectual Property Ownership
will survive the termination of this agreement.
v.1.1 July 2019
Step Function Limited