End User Agreement
Compincent Limited
Click-to-Accept Terms for Training Content
Effective date: This Agreement becomes effective when you click “I agree”, “Accept”, tick a box confirming acceptance, create an account, purchase access, access the Training Content, or otherwise use the Training Content.
1. Introduction
This End User Agreement governs access to and use of the training materials, courses, videos, documents, assessments, resources and related content made available by Compincent Limited, a company incorporated in the United Kingdom with company number 09835867 and registered office at Claxton House, Claxton, York, YO60 7SD.
In this Agreement, Compincent, we, us or our means Compincent Limited. You or your means the individual, company, organisation or other legal entity that accepts this Agreement or accesses the Training Content.
2. Acceptance of this Agreement
This Agreement becomes effective when you click “I agree”, “Accept”, tick a box confirming acceptance, create an account, purchase access, access the Training Content, or otherwise use the Training Content.
By doing so, you confirm that you have read, understood and agree to be legally bound by this Agreement.
If you are accepting this Agreement on behalf of a company, organisation or other legal entity, you confirm that you have authority to bind that entity. If you do not agree to this Agreement, or do not have authority to accept it, you must not access or use the Training Content.
3. Background
Compincent has created certain training materials, courses, videos, documents, assessments, resources and related content.
The Training Content may be made available through a third-party online learning platform, currently Teachable, or through any other learning management platform or delivery method we may use from time to time.
You wish to access and use the Training Content for internal training, learning and educational purposes, subject to this Agreement.
4. Definitions
Account means an account created by or for you to access the Training Content.
Authorised User means an individual authorised by us to access the Training Content, including your employees, contractors, personnel or other approved users where access is purchased on behalf of an organisation.
Customer Data means data provided by or on behalf of you or your Authorised Users in connection with access to the Training Content.
Fees means the fees shown at checkout, in an order form, invoice, proposal, statement of work or other written order documentation.
Intellectual Property Rights means copyrights, database rights, trade marks, design rights, patents, know-how, trade secrets and all similar rights, whether registered or unregistered.
Order means the checkout page, online order, order form, proposal, invoice, statement of work or other written document setting out the commercial terms for access to the Training Content.
Platform means Teachable or any replacement learning management platform or technology provider used by us.
Training Content means our course materials, videos, text, graphics, downloads, templates, quizzes, assessments, recordings, presentations, documents and other learning materials made available to you.
Term means the period stated in the applicable Order. If no period is stated, the Term is 12 months from the date access is first provided.
5. Licence Grant
Subject to payment of all applicable Fees and compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the Term to access and use the Training Content solely for your own internal training, learning and educational purposes.
Where access is purchased for an organisation, the licence permits only the approved number of Authorised Users to access and use the Training Content for that organisation’s internal training and educational purposes.
This licence does not transfer ownership of the Training Content or any Intellectual Property Rights to you or any Authorised User.
You are responsible for ensuring that all Authorised Users comply with this Agreement.
6. Authorised Users and Access
Access is limited to the number of users, seats or licences purchased or otherwise approved by us.
User accounts are personal to the named Authorised User and must not be shared.
You must ensure that login credentials are kept secure and confidential.
Where an Authorised User leaves your organisation or no longer requires access, you must promptly notify us where reasonably required so that access can be updated, suspended or removed.
We may suspend or remove access where we reasonably believe that login credentials have been shared, the permitted number of users has been exceeded, Fees are overdue, or this Agreement has been breached.
7. Restrictions
You and your Authorised Users must not:
a. copy, reproduce, distribute, publish, sell, resell, rent, lease, lend, share, sublicense or commercially exploit the Training Content;
b. make the Training Content available to anyone other than approved Authorised Users;
c. download, record, scrape, extract, copy or store Training Content except where download functionality is expressly made available by us;
d. adapt, edit, translate, modify, summarise, reformat or create derivative works from the Training Content without our prior written consent;
e. remove copyright notices, branding, disclaimers or proprietary notices;
f. use the Training Content to develop competing training materials, products, services, courses, tools, assessments or resources;
g. upload, submit, input, disclose, process, copy, store or make available any Training Content, whether in whole or in part, to any artificial intelligence system, machine learning model, large language model, chatbot, generative AI tool, automated content-generation tool, search index, knowledge base, retrieval system, vector database, embedding system or similar technology without our prior written consent;
h. use any artificial intelligence system, machine learning model, large language model, chatbot, generative AI tool, automated content-generation tool or similar technology to copy, reproduce, summarise, paraphrase, transform, scrape, extract, analyse, train on, fine-tune, index, emulate or create substitute materials from the Training Content;
i. use the Training Content, or any output generated from the Training Content, to train, fine-tune, test, validate, improve or develop any artificial intelligence system, machine learning model, large language model, chatbot, generative AI tool, automated content-generation tool or similar technology;
j. use AI-generated outputs to create materials, documents, courses, templates, assessments, summaries, guidance, policies, resources or services that compete with, replace or replicate the Training Content;
k. upload the Training Content to any other platform, intranet, shared drive, document repository, AI system, knowledge base, collaboration tool or content management system without our prior written consent;
l. share screenshots, recordings, transcripts, summaries, prompts, AI outputs or substantial extracts of the Training Content outside your organisation without our prior written consent;
m. use the Platform or Training Content in breach of applicable laws, regulations or third-party platform terms;
n. attempt to bypass security, access controls, payment controls, licence limits or technical restrictions.
8. Artificial Intelligence and Automated Processing
You must not use the Training Content, or permit it to be used, for any artificial intelligence, machine learning, automated analysis, automated content generation, model training, model fine-tuning, data mining, text mining, scraping, indexing, embedding, retrieval-augmented generation, knowledge base creation or similar purpose without our prior written consent.
You must not input, upload, paste, transmit or otherwise provide the Training Content, or any substantial part of it, into any AI tool, chatbot, large language model, generative AI system or automated processing system, including tools operated by third parties.
You must not use AI tools to generate summaries, alternative versions, derivative works, course materials, training resources, templates, assessments, presentations or other outputs based on the Training Content, except where we have expressly permitted this in writing.
Any AI-generated output, summary, paraphrase, extraction, transformation or derivative material created from or based on the Training Content shall be treated as part of the Training Content for the purposes of this Agreement and remains subject to the same restrictions.
You are responsible for ensuring that your Authorised Users do not use AI tools or automated systems in a way that copies, extracts, stores, analyses, replicates, competes with or substitutes the Training Content.
We may suspend or terminate access immediately if we reasonably believe that the Training Content has been used in breach of this clause.
9. Fees and Payment
You must pay the Fees shown in the applicable Order.
Unless otherwise stated, Fees are exclusive of VAT, sales tax or similar taxes, which may be charged in addition where applicable.
Payment terms will be as stated at checkout or in the applicable Order. If no payment period is stated, invoices are payable within 30 days of the invoice date.
We may suspend access if Fees are overdue and remain unpaid after notice has been given.
Fees are non-refundable except where expressly stated in this Agreement, in the applicable Order, or where required by law.
10. Platform Terms
You acknowledge that access to the Training Content may be provided through a third-party Platform.
You and your Authorised Users may be required to accept the Platform’s own terms of use, privacy notice, cookie notice or technical requirements.
We are not responsible for Platform downtime, account issues, changes to Platform functionality or third-party service failures, except to the extent caused by our own breach of this Agreement.
We may move the Training Content to another platform or delivery method, provided that you continue to receive materially equivalent access during the Term.
11. Intellectual Property
All Intellectual Property Rights in the Training Content belong to us or our licensors.
Nothing in this Agreement assigns or transfers any Intellectual Property Rights to you.
You must not challenge our ownership of the Training Content or assist any third party to do so.
Any feedback, suggestions or improvement ideas you provide may be used by us without restriction, provided that we do not disclose your confidential information.
12. Customer Materials
If you provide logos, case studies, internal policies, examples, documents or other materials for inclusion in training, onboarding or related services, you grant us a limited licence to use those materials solely for providing the relevant services to you.
You confirm that you have the right to provide those materials and that our permitted use of them will not infringe any third-party rights.
13. Confidentiality
Each party must keep confidential all confidential information received from the other party.
Confidential information may only be used for performing obligations or receiving the benefit of this Agreement.
This clause does not apply to information that is publicly available, already known lawfully, independently developed, or required to be disclosed by law.
14. Data Protection
Each party must comply with applicable data protection laws.
Unless otherwise stated in the applicable Order:
a. we are responsible for managing access to the Training Content;
b. the Platform may process personal data under its own terms and privacy policy;
c. you are responsible for ensuring that you have a lawful basis for providing Authorised User details to us or to the Platform;
d. you are responsible for ensuring Authorised Users receive any required privacy information before being enrolled.
Where either party processes personal data as a processor on behalf of the other, the parties shall enter into an appropriate data processing agreement where required by law.
15. Support and Availability
We will use reasonable efforts to make the Training Content available during the Term.
Support will be provided by email using the support contact details made available by us from time to time.
We do not guarantee uninterrupted, error-free or continuous access to the Platform or Training Content.
16. Updates to Training Content
We may update, improve, replace or remove parts of the Training Content from time to time.
We will not materially reduce the overall scope of the Training Content during the Term without reasonable justification.
We are not obliged to customise the Training Content unless expressly agreed in the applicable Order.
17. Certificates and Completion Records
Where the Training Content includes assessments, quizzes, completion tracking, progress records, badges, certificates or similar features, those records are provided for training administration purposes only.
You remain responsible for determining whether completion of the Training Content satisfies any internal, professional, regulatory, legal, compliance or industry-specific training requirement.
Unless expressly agreed in the applicable Order, we do not warrant that any certificate, completion record or assessment result will be accepted by any regulator, professional body, employer, insurer or other third party.
You are responsible for keeping your own records where evidence of training completion is required for HR, compliance, audit, insurance or regulatory purposes.
We may retain, export, delete or anonymise completion records in accordance with our privacy policy, data retention practices, Platform functionality and applicable data protection laws.
18. Warranties
We warrant that we have the right to license the Training Content to you.
The Training Content is provided for training and educational purposes only.
We do not warrant that the Training Content will meet all of your requirements, guarantee specific learning outcomes, or ensure regulatory, professional or legal compliance unless expressly stated in the applicable Order.
You are responsible for determining whether the Training Content is suitable for your intended use.
19. Liability
Nothing in this Agreement limits or excludes liability for:
a. death or personal injury caused by negligence;
b. fraud or fraudulent misrepresentation;
c. breach of confidentiality;
d. infringement or misuse of Intellectual Property Rights;
e. any liability that cannot legally be limited or excluded.
Subject to the above, neither party shall be liable for indirect, special or consequential loss, loss of profit, loss of revenue, loss of goodwill, loss of anticipated savings, loss of business opportunity or business interruption.
Subject to the above, each party’s total aggregate liability under or in connection with this Agreement shall not exceed the Fees paid or payable by you for the Training Content in the 12 months before the claim arose.
20. Term and Termination
This Agreement starts when it becomes effective under clause 2 and continues for the Term unless terminated earlier.
We may suspend or terminate access immediately if:
a. you or any Authorised User materially breaches this Agreement;
b. you or any Authorised User breaches the licence restrictions;
c. Fees are overdue and remain unpaid after notice;
d. you misuse the Training Content or Platform;
e. continued access may create legal, security, operational or reputational risk.
Either party may terminate this Agreement if the other party commits a material breach and fails to remedy it within 30 days of written notice.
Where you are acting as a business or organisation, either party may also terminate this Agreement if the other party becomes insolvent, is unable to pay its debts, ceases trading or threatens to cease trading.
21. Consequences of Expiry or Termination
On expiry or termination:
a. all licences granted to you end immediately;
b. you and your Authorised Users must stop accessing and using the Training Content;
c. you must delete or return any downloaded Training Content, except where retention is required by law;
d. any accrued payment obligations remain payable.
Clauses relating to intellectual property, confidentiality, payment, liability, data protection, restrictions, termination consequences and governing law shall survive expiry or termination.
22. Publicity
We may not use your name or logo in marketing materials without your prior written consent.
Where you are purchasing as a business or organisation, the applicable Order may state whether we are permitted to refer to you as a customer or use your name and logo in marketing materials.
23. Audit and Licence Compliance
We may reasonably request information to verify compliance with user limits, account restrictions and licence restrictions.
If unauthorised use is identified, you must pay any additional Fees that would have applied to that use, without prejudice to any other rights or remedies available to us.
24. Assignment
You may not assign, transfer, sublicense or otherwise deal with your rights or obligations under this Agreement without our prior written consent.
We may assign or transfer this Agreement to a group company, successor, purchaser of substantially all of our business or assets, or as part of a reorganisation.
25. Force Majeure
Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including internet outages, third-party platform failures, cyber incidents, strikes, war, natural disasters, epidemics, pandemics, government action or failures of utility or communications networks.
26. Changes to this Agreement
We may update this Agreement from time to time.
Where changes are material, we will take reasonable steps to notify you, such as by email, through the Platform, or by requiring renewed acceptance.
Your continued access to or use of the Training Content after updated terms take effect means that you accept the updated Agreement.
27. Entire Agreement
This Agreement and the applicable Order constitute the entire agreement between you and us relating to the Training Content and supersede all prior discussions, proposals and understandings relating to the Training Content.
28. Governing Law and Jurisdiction
This Agreement is governed by the laws of England and Wales.
The courts of England and Wales shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement, except where mandatory consumer protection laws require otherwise.
29. Contact
Questions about this Agreement may be sent to us using the contact details made available on our website, Platform, invoice or Order.
30. Click Acceptance
By clicking “I agree”, “Accept”, ticking a box confirming acceptance, creating an account, purchasing access, accessing the Training Content, or otherwise using the Training Content, you confirm that you have read, understood and agree to be bound by this Agreement.