1.1 The following definitions apply:
"Agreement" means this agreement and constitutes the entire understanding between the Company and the Customer with respect to the subject matter of this Agreement and supersedes all prior Agreements, negotiations and discussions between the parties relating to it unless agreed otherwise in writing between the parties.
"Business Day" means any day which is not a Saturday, Sunday or public holiday in Ireland.
"Company" means Night Mountain Ltd t/a UX Design Institute.
"Customer" means the person, firm or corporate body together with any company which is related to the Customer within the meaning of Section 599 of the Companies Act 2014 that the Company provides the Services to.
"Intellectual Property" means patents, trade marks, service marks, rights (registered or unregistered) in any designs, applications for any of the foregoing, trade or business names, copyright (including rights in computer software), secret formulae and processes, other proprietary knowledge and information, internet domain names, rights protecting goodwill and reputation, database rights (including rights of extraction) and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world and all rights under licences and consents in respect of any of the rights and forms of protection mentioned in this definition (and "Intellectual Property Rights" shall be construed accordingly).
"Normal Business Hours" means 09.00 to 17.00 local Irish time, each Business Day. These are the hours that support will be provided in.
"Products" means online training products available for download or use through the Services.
"Services" mean both offline training workshops and online video training.
"User" means an individual customer or individual person employed or contracted by a corporate body who accesses the Services.
"User Licence" means a single licence to access the online training videos for use by no more than one User. For the avoidance of doubt User Licences must not be shared under any circumstances. They may be transferred only when approved and actioned by the Company.
"You" means the User and/or the Customer.
"Your" means the User’s and/or Customer’s.
"Website" means www.uxdesigninstitute.com
2.1 Please read carefully these terms and conditions ("Terms and Conditions" before using the Website. By accessing, using or downloading material from the Website, you agree to be bound by these Terms and Conditions. You confirm that you are of sufficient age to lawfully use the Website, enter into a contract and to create binding legal obligations for any liability you may incur as a result of your use of the Website. The Customer hereby agrees to make payment in respect of the use of the Services and all Products its User/s purchase through the Services. If you do not agree to these Terms and Conditions, please do not use this Website.
2.2 A hyperlink to these terms and conditions is prominently displayed at the bottom of the Website homepage. A further link is provided immediately prior to payment.
2.3 Please note that the Terms and Conditions may vary from time to time without notice to you and that your continued use of the Website and/or the Services following such change constitutes your acceptance of the new Terms and Conditions. You should check these Terms and Conditions for any changes each time you access the Website and we recommend that you print off a copy of these Terms and Conditions as and when payments for the Services are made.
2.4 When you use the Services or send e-mails to us, you are communicating with us electronically. We will communicate with you by e-mail or by posting notices on the Website. For contractual purposes, you consent to receive communications from us electronically and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing, unless mandatory applicable laws specifically require a different form of communication.
3.1 To use some of the Services or features on the Website, you will need to register and provide various personal details. Only registered Users are authorised to access the restricted portions of the Website. As part of the registration process you will create a User name and password. Your User name will be your e-mail address. The Customer will ensure Users are either the Customer himself/herself, their employees or agents and that each User has a unique login. You must ensure that you keep your User name and password in a safe and secure place and that you do not disclose them to anyone as you will be fully responsible for all activities which occur under your User name and password. Furthermore the Customer acknowledges that sharing User Licences will be deemed as a material breach of this Agreement which is not capable of remedy.
3.2 You agree to provide accurate and complete information when you register with, and as you use, the Services ("Registration Data" in order to allow the Company to provide the Services and retain records relating to same and to this end, you agree to update your Registration Data to keep it accurate and complete. You agree that the Company may store and use the Registration Data you provide for use in maintaining and billing payment to your account.
3.3 It is your responsibility to immediately notify us of any unauthorised use of your User name and password or any other breach of security as soon as you become aware of it.
3.4 You must inform the Company immediately upon an existing User leaving the Customer’s business. If such an existing User has not completed more that 20% of the online training course, and a new employee wishes to use the account for the remaining period outlined in clause 7.3, you may apply to the Company to have the account transferred to the new User. The account may not be shared or handed over to the new employee until the Company re-allocates and transfers the account to the new employee and creates them as a User.
Bookings and payment
4.1 The payment options are prominently displayed on the Website. All amounts stated or referred to in this Agreement shall be payable in Euro unless otherwise invoiced. On making a payment through the Website, you will be required to submit your credit card information to us in order to pay. Payments are non-refundable once the course has commenced.
4.2 We also accept payment by invoice and credit transfer. Customers wishing to pay by invoice or credit transfer can fill out a form which is available on the Website or they can telephone or email the Company. If customers are paying via credit transfer, the payment must be received within 10 days or the Services will be discontinued.
4.3 A part-payment plan (paying in instalments) may be offered to certain customers. All payment instalments must be made before the course final assessment can be taken. If a payment instalment is not made within 7 days of the due date, the Customer will lose access to the Service until the payment is made.
4.4 When a booking is confirmed we will issue the booking confirmation. The reference numbers included on the booking confirmation should be quoted in all enquiries, cancellation or modification of the booking when you need to contact the UX Design Institute.
4.5 Prices for Products offered via the Services may change at any time, and the Services do not provide price protection or refunds in the event of a price reduction or promotional offering.
4.6 In certain jurisdictions you may avail of a government funded education scheme to access the Services free of charge to you. In the event You do not complete the course offered under the Services as required under any such scheme, you will be liable to Company for the full cost of the Services availed of where the scheme does not provide payment as a result of your failure to complete.
5.1 Company will provide telephone and email support during Normal Business Hours on Business Days. You may request support at firstname.lastname@example.org. Company will use commercially reasonable endeavours to ensure the Services are available 24 hours a day, seven days a week, except for:
(a) Planned maintenance carried out; and
(b) Un-scheduled maintenance performed outside Normal Business Hours, provided that the Company has used reasonable endeavours to give the Customer at least 2 Normal Business Hours’ notice in advance.
Cooling off period
6.1 You are entitled to a cooling-off period of 14 days which begins on the day that the contract is concluded between You and the Company. In the case of digital content, the cooling-off period expires when the downloading or streaming starts. During the cooling-off period, you can cancel the contract without incurring charges or penalties.
6.2 You must inform the provider of the Website of the decision to cancel in writing by email. There is no requirement to give a reason for cancelling. Upon cancellation, the provider will repay all payments you made within 14 days.
Cancellation and termination policy
7.1 In relation to offline training workshops, bookings can only be cancelled in writing by email.
7.2 In relation to offline training workshops, cancellations within 10 working days of the training start date will be charged the full course fee. Cancellations within 11 – 20 working days of the training start date will be charged 50% of the course fee. Cancellations within 21 – 28 working days of the training start date will be charged 25% of the course fee. Cancellations more than 28 working days in advance of the course will incur no charge. Following commencement of the offline training workshop, there will be no refund.
7.3 In relation to online video training, following commencement of the Service, there is no cancellation policy. Following commencement of the Service, a User will receive access to the Service for 12 months.
Intellectual property rights
8.1 The Website contains information, including, without limitation, all text, graphics, photographs, graphs, designs, sounds, data, images, audio, video, page layouts and headers, software (including HTML and other scripts), buttons, and other icons, trademarks and the arrangement and compilation of this information (collectively, the "Information" that is either owned or licensed by the Company.
8.2 You acknowledge and agree that Company and/or its licensors own all Information and Intellectual Property Rights in the Services and the Products. Except as expressly stated herein, this agreement does not grant You any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Products. To the extent that any modifications or improvements to the Services and/or the Products are carried out under or in connection with this Agreement, whether by Company alone or jointly with You, and whether based on Your ideas or suggestions from, all Intellectual Property Rights to such underlying ideas and in any resulting improvement or modifications shall be assigned to and shall vest with and be solely owned by Company and/or its licensors.
8.3 If you post content or submit material on the Website, and unless otherwise indicated, you grant us a non-exclusive, royalty-free and fully sub-licensable and transferable rights to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display the content throughout the world in any media.
9.1 The Website is made available for personal use and you are not permitted to change, transfer, copy, store, publish, rent, licence, sell, distribute or create derivative works in any way any of these Intellectual Property Rights.
9.2 Company grants you a worldwide, non-exclusive and non-transferable right to use the Website. You may view, and print word documents and portable document formats (PDF’s) incorporated into the Website solely for your personal, non-commercial use. Downloading video material is strictly forbidden and will result in termination of the Customer’s subscription. The information may not be transferred, shared with or disseminated with anyone for any purpose that is inconsistent with the purpose of the Website or to facilitate unfair competition with the Website, or for any purpose that is inappropriate or unlawful under Irish law and international law.
9.3 You may not resell, redistribute, broadcast or transfer information or use the information in a searchable, machine readable database or file except through the authorised access to the Website. Unless separately and specifically authorised in writing by the provider of Website, you may not rent, lease, sublicence, distribute, transfer, copy, reproduce, publicly display, publish, adapt, modify, create derivative works, store or time-share the Website, any part thereof, or any of the Information received or accessed therefrom to or through any other person or entity.
9.4 You agree to use the Website for lawful purposes only. You agree not to post or transmit any information through the Website or associated websites which (a) infringes the rights of others or violates their privacy or publicity rights, (ii) is unlawful, threatening, abusive, defamatory, libellous, vulgar, obscene, profane, indecent or otherwise objectionable, (c) is protected by copyright, trademark or other proprietary right without express written permission of the owner of such right, (d) contains unauthorised or malicious software such as viruses. You shall be solely liable for any damages resulting from your infringement of any copyright, trademark or other proprietary right, or any other harm caused by your use of the Website or information.
You agree to indemnify and hold the Company, its subsidiaries, officers, agents and other partners and employees, harmless from any loss, liability, claim or demand, (including any professional fees incurred in connection therewith), made by any third party due to or arising out of your use of the Website or in contravention of these Terms and Conditions by you.
Limitation of liability
11.1 Nothing in this Agreement limits or excludes liability of either party in respect of any claims for death or personal injury caused by negligence, fraud or any other liability which cannot be excluded or limited by law.
11.2 To the maximum extent permitted by applicable law, Company will not have any liability to You for any lost profits, loss of business, loss of data, loss of use, loss of goodwill, or for any indirect, special, incidental, punitive, or consequential damages of any kind however caused and under any theory of liability whether or not Company has been advised of the possibility of such.
11.3 Subject to clause 11.1 and 11.2, in no event whatsoever shall the aggregate liability of Company, whether arising for breach of contract (including under any indemnity), misrepresentation (whether tortuous or statutory), tort (including negligence), breach of statutory duty, warranty, strict liability or any other legal theory howsoever arising, under or in connection with this Agreement exceed 100% of the payments made by You.
12.1 Use of the Services requires; (i) compatible devices, (ii) internet access, (iii) certain software (for which fees may apply), (iv) may require periodic updates, and (v) may be affected by the performance of these factors. High speed internet access is strongly recommended for regular use and is required for video. The latest version of required software is recommended to access the Services and may be required for certain transactions or features and to download Products previously purchased from the Services. You agree that meeting these requirements, which may change from time to time, is your responsibility. The Services are not part of any other product or offering, and no purchase or obtaining of any other product shall be construed to represent or guarantee you access to the Services.
12.2 You acknowledge and agree that no warranties of any kind are made with respect to the Website or information and you acknowledge that the Website and Information are provided to you on an "as is, with all faults" basis.
12.3 Certain Products and Services may include materials from third parties. Company may provide links to third-party websites as a convenience to you. You agree that the Company is not responsible for examining or evaluating the content or accuracy and the Company does not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party and that the Company is not in any way responsible for any such use by you.
12.4 Company does not guarantee, represent or warrant that your use of the Services will be uninterrupted or error-free and you agree that from time to time the Company may remove the Services for indefinite periods of time, or cancel the Services at any time, without notice to you. No warranty is made that the Services will meet Customer’s requirements.
12.5 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
12.6 The contractual rights which you enjoy by virtue of the Sale of Goods Act, 1893 (as amended) and the Sale of Goods and Supply of Services Act, 1980 are in no way prejudiced by anything contained in these terms and conditions, save to the fullest extent permitted by law.
13.2 Company shall use reasonable efforts to protect information (excluding any personal data) submitted by you in connection with the Services, but you agree that your submission of such information is at your sole risk and the Company hereby disclaims any and all liability to you for any loss or liability relating to such information in any way.
13.3 You are advised to safeguard important data, to use caution and to not rely in any way on the correct functioning or performance of the Services in respect of such data.
14.1 Each party agrees and undertakes that during the term of this Agreement and thereafter it shall keep confidential and shall not use for its own purposes, nor without the prior written consent of the other party disclose to any third party, all information of a confidential nature (including, without limitation, information relating to a party’s products, operations, processes, plans or intentions, product information, know-how, design rights, trade secrets and information of commercial value) which may become known to that party from the other party (Confidential Information), unless the information is public knowledge or already known to that party at the time of disclosure or subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the possession of that party from a third party.
14.2 To the extent necessary to implement the provisions of this Agreement, each party may disclose Confidential Information to those of its employees as may be reasonably necessary or desirable, provided that before any such disclosure each party shall make those employees aware of its obligations of confidentiality under this Agreement and shall at all times procure compliance by those employees with them.
15.1 The failure or delay by the Website provider to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at time or times thereafter.
15.2 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
15.3 Unless otherwise expressly provided, no provision of this Agreement is intended or shall be construed to confer upon or give to any person or entity other than Company and You any rights, remedies or other benefits under or by reason of this Agreement.
15.4 The headings used in these Terms and Conditions are for convenience only and shall not affect the meaning or scope of these Terms and Conditions or otherwise be given other legal effect.
15.5 These Terms and Conditions shall be governed by and construed in accordance with the laws of Ireland. You hereby agree that the courts of Ireland shall have exclusive jurisdiction to hear and determine any suit, action or proceedings that may arise out of or in connection with these Terms and Conditions and/or services and for such purposes irrevocably submits to the jurisdiction of such courts.
15.6 You agree that Company shall carry no responsibility for non-fulfilment or delayed fulfilment of the Services owing to a force majeure event, including but not limited to, war, acts of terrorism, riots, civil unrest, intervention by government or public authorizes, fire, strike or lock-out, export and/or import bans, failure in telecommunications services and networks, shortage of labour, fuel or power or any other cause beyond the control of us which may delay or impede the Services.
15.7 You agree that no joint venture, partnership, employment, or agency relationship exists between you and Company as a result of these Terms and Conditions or your use of this Website.
15.8 If any part of these Terms and Conditions is determined to be invalid or unenforceable, then the invalid or unenforceable provision shall be deemed to be superseded by any such valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms and Conditions shall continue in effect.
15.9 Any notice or other communication to use in connection with the services shall be in writing and shall be: (a) delivered by hand or sent by prepaid post to Night Mountain Ltd t/a UX Design Institute, 17 Thorncliffe Park, Orwell Road, Dublin 14 (b) sent by email to email@example.com; or (c) to such other address, as is from time to time notified in these Terms.