CLOUD SKILLS ACADEMY TERMS AND CONDITIONS (“CONDITIONS”)

This Cloud Skills Academy agreement (“Agreement”) is entered into by Ancoris Limited, registered in England number: 04830784, Registered address: 5a Frascati Way, Maidenhead, Berkshire SL6 4UY, United Kingdom, trading address: Lily Hill House, Lily Hill Road, Bracknell, Berkshire RG12 2SJ, United Kingdom (“We/Us/Our”) and the entity, person or company entering into this Agreement with Us by accepting these Conditions ("You/Your/ Yours"). This Agreement is effective as of the date You click the "Accept" button to indicate Your acceptance of the terms of this Agreement, if purchasing on-line, or the date You execute a separate agreement which incorporates a subscription for the Service ("Effective Date").

1. Definitions
    
1.1 In these Conditions, unless the context otherwise requires:-
 

 

 

“Service”  means the provision of access to the Cloud Skills Academy online e-learning and e-support service located at www.cloudskillsacademy.com (“Academy”) and the materials thereon;

“Agreement”  means these terms & conditions and the online subscription, licensing or purchase order forms;

“Authorised Users” means any individuals in Your domains licensed by Us to use the Service;

“Intellectual Property Rights” means any copyright, database right, know how, confidential information or other industrial or intellectual property right subsisting anywhere in the world and in any application for any of the above;

“Content” means all content accessible in the Academy;

“Subscription” means subscription to the Service by the online subscription or purchase order form;

“Subscription Fee” means the  subscription fee as set out in the Academy or Our quotation or pricelist;

“Subscription Period” means the period in respect of which a Subscription Fee is payable;

“User Login” means any Authorised User’s personal subscription login details;

“URL Terms” means these Conditions as listed at “http://www.cloudskillsacademy.com/terms/terms_and_conditions.htm” or such other URL as Ancoris may supply.

    
2. Basis of Contract
    
2.1 This Agreement, as listed at the URL above (see “URL Terms”), together with the online Subscription and purchase order forms shall form the contract between You and Us in relation to the provision of the Services, where the context so requires You or Your includes Your Authorised Users to the exclusion of any other terms and conditions.
2.2 Modifications to URL Terms.  We may make commercially reasonable changes to these URL Terms from time to time. If We make a material change to any of the URL Terms, We will inform You by either sending an email to Your supplied address. If the change has a material adverse impact on You and You do not agree to the change, You must so notify Us via email to This email address is being protected from spambots. You need JavaScript enabled to view it. within thirty days after receiving notice of the change. If You notify us as required then You will remain governed by the terms in effect immediately prior to the change until the end of the then-current Subscription Period for the Service. If the affected Subscription is renewed in accordance with this Agreement, they will be renewed under Our then current URL Terms.
2.3 No oral warranties or representations shall bind Us.
    
3. Your Subscription and Contract
    
3.1 We shall have the right to refuse to accept any Subscription placed by You via the Academy or purchase order form.
3.2 You shall be responsible for the accuracy of completing the online Subscription or purchase order form and for giving Us any information or access to your Google Apps account API’s as necessary to enable Us to perform Our obligations under the Agreement.
3.3 The Agreement between Us and You shall come into effect when We accept Your Subscription.  No Subscription shall be deemed accepted by Us until confirmed by Us.
    
4. Subscription
    
4.1 In consideration of payment of the Subscription Fees, We will provide You with a User Login or the facility to create User Logins for the number of Authorised Users for whom you have purchased a Subscription to access the Academy for the Subscription Period.
4.2 You will not:
      
  4.2.1 share Your User Login details with any other person nor with multiple Users on a network;
  4.2.2 alter any part of the Subscription service;
  4.2.3 contest our Intellectual Property Rights in the Academy.
    
4.3 You are responsible for configuring your information technology, computer programmes and platform in order to access the Academy.  You should use Your own virus protection software.
4.4 We will use Our reasonable endeavours to ensure that our Service is normally available 24 hours a day.  We shall not be liable if for any reason the Service is unavailable at any time.
4.5 Access to the Service may be suspended temporarily and without notice in the case of system failure, maintenance or repair, or for reasons beyond Our control.
4.6 We may change or withdraw part or all of the Academy at our discretion.
4.7 Modifications to the Academy. We may make commercially reasonable changes to the Academy from time to time. If We make a material change to the Academy, We will inform Customer via such method as We may elect provided that You have subscribed with Us to be informed about such changes.
    
5. Fees and Payment
    
5.1 In consideration of the provision of the Service, You will pay Our Subscription Fees for the Subscription Period.
5.2 You will pay Our Fees as set out in Your Subscription. Time for payment is of the essence.
5.3 The Fees are exclusive of VAT and/or any other sales taxes, duties of levies imposed by any authority, government or agency, which shall be paid by You in addition.
5.4 If You do not pay any Fees when due We reserve the right (without prejudice to any other remedies We may have) to suspend and/or terminate Your access to the Academy.
5.5 You will pay all Subscription Fees due to Us under this Agreement without any set-off, deduction, counterclaim and/or other withholding of monies.
5.6 Payment of Subscription Fees shall not be deemed to be made until We have received cleared funds in respect of the full amount outstanding.
    
6. Termination
    
6.1 This Agreement will terminate if you are in material breach of any of its conditions and if the breach is not remedied within a period of 10 days after we have given you written notice of it.
6.2 This Agreement will terminate at the end of the Subscription Period, if not renewed.
6.3 In the event You terminate Your Subscription before the end of the Subscription Period or in the event that the number of Authorised Users for which You have paid the Subscription Fee falls below the threshold of the particular Subscription Fee rate band We will not provide any refund of the Subscription Fee.
6.4 On termination of this Agreement, You will take reasonable steps to delete any Content from Your electronic Media, including Your intranet and electronic storage devices.
    
7. Confidentiality
    
7.1 You acknowledge that all of the Content contained within the Academy is Our Confidential Information which You will hold in confidence.  This obligation shall remain in full force and effect after termination of the Agreement for any reason.
    
8. Data protection
    
8.1 You warrant to Us that You have complied with all provisions of the Data Protection Act 1998 (“the Act) relevant to the passing of any Personal Data to Us, including without limitation, that You have obtained all necessary consents from relevant individuals whose Personal Data You may disclose to Us from time to time.
8.2 Privacy Policy. You will inform your Authorised Users that their personal data are processed in accordance with this Agreement and the Ancoris Privacy Policy.
    
9. Intellectual Property Rights
    
9.1 All Intellectual Property Rights in the Content belongs to Us.  We grant a non-exclusive royalty free licence to You and any Authorised Users only to use the Content for internal business purposes during the period of your Subscription. You are prohibited and shall procure that Authorised Users are prohibited from copying, amending, and/or modifying any part or all of the Content without Our express written consent.
    
10. Limitation of Liability
    
10.1 You agree that Our sole liability to You for a breach of this Agreement is limited to damages of an equal amount to the Subscription Fee.
10.2 We shall have no liability to You in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise for any loss of profits; loss of data; loss of business; loss of anticipated savings, special damages; economic and/or other similar losses; loss of contracts and/or opportunity; damage to goodwill and/or reputation; in each case whether direct, indirect or consequential (howsoever caused) which arise out of or in connection with the Agreement.
    
11. Force Majeure
    
11.1 We reserve the right to cancel or suspend Your  Subscription or to cancel this Agreement (without liability to You) if we are prevented from or delayed in carrying on Our business due to circumstances beyond Our reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or internet failure, power failure, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
    
12. General
    
12.1

Severability

  If any of the provisions of these Conditions is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of them will not be prejudiced.
    
12.2 Waiver
  No forbearance or delay by either party in enforcing its respective rights will prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.
    
12.3 Rights of Third Parties
  The parties to this Agreement do not intend that any term of this Agreement will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a  party to it.
    
12.4 Assignment
  You shall not assign Your rights and/or obligations under this Agreement without Our prior written consent. We shall be permitted to subcontract part or all of our deliverables under this Agreement and/or assign Our rights and/or obligations under this Agreement .
    
12.5 Notices
  All notices of termination or breach must be in English, in writing, addressed to the other party’s Legal Department and sent to This email address is being protected from spambots. You need JavaScript enabled to view it. or to Your postal address, fax number or email address identified in this Agreement or within the Academy or such other address as either party has notified the other in accordance with this Section 13.6. All notices shall be deemed to have been given on receipt as verified by written or automated receipt or electronic log (as applicable). All other notices must be in English, in writing, addressed to the other party’s primary contact and sent to their then current postal address or email address.
    
12.6 Governing Law and Jurisdiction
  This Agreement is governed by and construed according to English law and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
    
  Cloud Skills Academy Terms and Conditions - April 2015