TERMS AND CONDITIONS

PRI Enterprises Limited

These terms and conditions together with our Privacy Policy (as defined below) set out the legal terms and conditions that govern our relationship and your use of Our Website (as defined below), use of the Learning Management System (as defined below) in any way or if you purchase a Product (as defined below) from us. Please note that before you will be able to use the Learning Management System or before you can place an order to purchase a Product from us, you will be asked to agree to these terms and conditions.

If you have any questions about the terms and conditions or if you have any comments or complaints on or about Our Website, the Learning Management System or our Products, please email us at: priacademy@unpri.org

You” or “Your” means: a customer who accesses Our Website, accesses the Learning Management System or who orders a Product from us.

We” or “us” or “ours” means: PRI Enterprises Limited (trading as PRI Academy), incorporated and registered in England and Wales with company number 8763071 and registered office at 5th Floor, 25 Camperdown street, London E1 8DZ, United Kingdom.

You” or “Your” means: a customer who accesses Our Website, accesses the Learning Management System or who orders a Product from us.

We” or “us” or “ours” means: PRI Enterprises Limited (trading as PRI Academy), incorporated and registered in England and Wales with company number 8763071 and registered office at 5th Floor, 25 Camperdown street, London E1 8DZ, United Kingdom.

1. DEFINITIONS AND INTERPRETATION

1.1       Definitions:

In these terms and conditions:

Business Hours” mean 9:00 am to 5:00 pm Monday to Friday excluding public holidays in England.

Cancellation Period” means the period of 14 (fourteen) days after the date on which we accept your Order pursuant to Clause 2.2.

Confidential Information” means all trade secrets and all financial, marketing and technical information, ideas, concepts, know-how, processes and knowledge which is confidential or of a sensitive nature, but excludes that which is in the public domain.

Force Majeure” means a circumstance beyond the reasonable control of a party which results in a party being unable to observe or perform on time an obligation under these terms and conditions. Such circumstances shall include but shall not be limited to:

  • acts of god, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster; and
  • acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution.

Government Agency” means any government or any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity in any part of the world.

Intellectual Property Rights” means any patents, any extensions of the exclusivity granted in connection with patents, registered designs, trade marks, service marks, applications for any of the foregoing, the right to apply for and be granted any of the foregoing, rights in inventions, trade names, business names, brand names, get-up, logos, domain names and URLs, copyrights, design rights, rights in know-how, trade secrets and confidential information and all other forms of intellectual property right which may exist anywhere in the world.

Learning Management System” means the entire computing hardware and software platform that is, or supports or is connected to our Products, either directly belonging to us or used by us but belonging to a third party which is used to provide you with access to a Product.

“Licence” means any licence or licenses granted by us to you pursuant to these terms and conditions.

“Order” means an order from your for a Product made in accordance with Clause 2.1.

Our Enrolment Form” means the hard copy form entitled “Enrolment Form” pursuant to which you may order Products from us.

Our Website” means the website located at www.priacademy.org

Password” means a password provided by us to you to access a Product.

“Privacy Policy” means our Privacy Policy which can be found at www.priacademy.org

Product” means our online education product comprising of a plurality of files containing electronic text and multimedia, voice over, slides, questions and activities, as well as updates and support services.

Session” means an occasion where you log-on to Our Website using your username and Password.

Support” has the meaning given in Clause 3.6.

1.2       Interpretation:

In these terms and conditions, headings are for convenience only and do not affect the interpretation of these terms and conditions and, unless the context otherwise requires:

(a) words importing the singular include the plural and vice versa;
(b) any expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any Government Agency;
(c) a reference to any thing (including any right) includes a part of that thing;
(d) a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;
(e) no provision of these terms and conditions will be construed adversely to a party solely on the ground that the party was responsible for the preparation of these terms and conditions or that provision;
(f)  a reference to £ or pounds in Our Website is a reference to British pounds Sterling unless otherwise specified;
(g) a reference to time is a reference to London time; and
(h) if an act prescribed under these terms and conditions to be done by a party on or by a given day is done after 5.00 pm on that day, it is taken to be done on the next day.

2.       ORDER AD ACCEPTANCE

2.1          You may order a Product either by:

(a) registering your personal details and credit card details on Our Website using our order form interface; or
(b) completing your personal details and credit card details on Our Enrolment Form and returning the completed form to us by posting it to: PRI Academy, c/o PRI Enterprises Limited, 5th Floor, 25 Camperdown street, London E1 8DZ, United Kingdom

2.2          An Order will not be accepted by us unless and until:

(a) we are satisfied that we have received payment in full from you in respect of the Order; and
(b) we have sent you confirmation of acceptance of your Order via email to the email address that you nominate in the Order.

3.             DELIVERY AND CHANGES

3.1           Following confirmation of an Order in accordance with Clause 2.2, the Product will either be:

(a) provided to you by email or on a CD-ROM or memory card by regular mail;
(b) made available for you to download via a HTTP link;
(c) made available to you in an online session of the Learning Management System; or
(d) provided to you by other means as specified on Our Website from time to time.

3.2           If you access the Product through downloading or streaming, you will not be entitled to access the Product until the end of the Cancellation Period (see Clause 7 below) unless you have expressly consented to this and have acknowledged that by accessing the Product prior to the end of the Cancellation Period you will lose your cancellation right set out in Clause 7.

3.3           We may change the nature of provision of the Product at any time. We will notify you about any such change by email or by posting details on Our Website (in which case, if such change negatively affects you, we will use reasonable endeavours to also notify you of the change).

3.4           If we change the nature of provision of the Product in a way that involves action on your part, and you do not take that action within 3 (three) months, then we will notify you by email that we intend to terminate your Licence. If you do not take the required action within 15 (fifteen) days of us notifying you of our intention to terminate the Licence, then we may notify you that we immediately terminate the Licence and you must either, at our request, return the Product to us or provide us with evidence to our satisfaction that the Product has been destroyed.

3.5           We may provide updates to the Product from time to time at our discretion and without giving you notice.

3.6           We will use our reasonable commercial endeavours to provide email support for the Product during Business Hours (“Support”) and to maintain the Learning Management System so that you have constant use, but we do not guarantee that the provision of Support or your use of the Learning Management System will be uninterrupted. Interruption of the provision of Support or your use of the Learning Management System for reasonable periods for maintenance or causes beyond our reasonable control is not a ground for repayment of money you have paid. When we are aware that our Support will be unavailable or the Learning Management System will be down, we will use reasonable endeavours to notify you by email in advance.

3.7           We may change the provisions included in these terms and conditions from time to time. If we do so in a way that may negatively affect you, we will use reasonable endeavours to notify you by email of such change.

3.8           The terms that apply to your Order are:

(a) where you submit your Order through Our Website, the terms posted on Our Website on the day that you place your Order; or
(b) where you submit an Enrolment Form, the terms referenced in the Enrolment Form, unless such terms are updated in accordance with Clause 3.7.

4.             USE OF PRODUCT

4.1           If we make the Product available to you through an online session of the Learning Management System, then:

(a) you may only access and use the Product via the Learning Management System;
(b) we will issue you with an individual on-line account and Password which you can use to access the Learning Management System; and
(c) we grant you a non-exclusive, non-transferrable, non-sublicensable, non-assignable licence to access and use the Product through the Learning Management System (using your online account and Password) for 12 (twelve) months from the date on which we send you your account and Password details, unless terminated earlier by us.

4.2           If we deliver a Product to you via download or on a storage medium (such as a CD-ROM or a memory card), we grant you a non-exclusive, non-transferrable, non-sublicensable, non-assignable licence to view the Product for twelve (12) months from the date that you receive the Product, unless terminated earlier by us but you may only print a single permanent copy of the Product and corresponding material.

4.3           You must not:

(a) use, copy, store, save, reproduce, display, sell, publish, or broadcast the Product other than as authorised under these terms and conditions;
(b) transmit, circulate or distribute the Product to any third party other than as authorised under these terms and conditions;
(c) remove, conceal or alter any copyright notices contained in the Product;
(d) create or store in electronic form any shared library or archive of the Product;
(e) share your username or Password with any other person; or
(f) change, remove or store separately any components of the Product or the underlying programming language and visual interfaces contained therein.

4.4           You must notify us if you learn or suspect that any Password is being used by any other person.

4.5           In the event that you breach the terms of these terms and conditions:

(a) you acknowledge that damages may be an insufficient remedy and that any damages payable are without prejudice to any other injunctive relief or contractual liability that we are entitled to in accordance with these terms and conditions as a result of any breach of these terms and conditions, including (but not limited to) a breach of our Intellectual Property Rights;
(b) we may suspend your access to the Product and to the Learning Management System; and
(c) we may terminate the Licence and you must either, at our request, return the Product to us or provide us with evidence to our satisfaction that the Product has been destroyed.

5.             YOUR ACCOUNT

5.1           You warrant and represent to us that:

(a) you are over 18 years of age and legally able to enter into a contract; and
(b) you have provided us and will continue to provide us accurate, up to date, and complete information in respect of the registration details contained in an Order.

5.2           We will issue you with 1 (one) Password in respect of each Order for a Product accepted by us in accordance with Clause 2.2.

5.3           You are responsible for maintaining the confidentiality of your account and Password and for preventing any unauthorised person from using your account and/or Password.

5.4           You accept responsibility for all use of your account and Password. You must notify us immediately if you believe any person has accessed your account without your authority or logged on to your account and changed your Password.

5.5           We reserve the right to refuse you access to the Learning Management System at any time on reasonable grounds.

6.             PRICE AND PAYMENT

6.1           The price payable for a Product is the price specified for that Product on Our Website from time to time. Unless otherwise stated, the price specified on Our Website is inclusive of VAT (where applicable) at the applicable rate chargeable in the UK for the time being.

6.2           You must pay for the Product by credit card at the same time you place an Order.

7.             CANCELLATION

7.1           You have the right to cancel your Order during the Cancellation Period without giving any reason.

7.2           To exercise your right to cancel, you must inform us of your decision to cancel by providing us with a clear statement of such desire by letter sent by post or email to: invoicing@unpri.org or PRI Academy, c/o PRI Enterprises Limited 5th Floor, 25 Camperdown street, London E1 8DZ, United Kingdom. You may use the model cancellation form available here but it is not obligatory.

7.3           Provided you have emailed or posted your letter (or the model cancellation form if you choose to use it) before the Cancellation Period has expired, you will be deemed to have met the cancellation deadline requirement.

7.4           If you cancel your Order, we will reimburse to you all the payments we received from you in respect of that Order, including the cost of delivery (except for the supplementary costs arising if you chose a type of delivery other than the standard delivery offered by us).

7.5           We may make a deduction from the reimbursement for loss in value of any Products supplied pursuant to the Order you wish to cancel if the loss is the result of unnecessary handling of those Products by you (i.e. handling otherwise than is necessary to establish the nature and characteristics of the Products).

7.6           We will make the reimbursement without undue delay and not later than:

(a) 14 (fourteen) days after the day we receive back from you any Products supplied under the Order you are cancelling;
(b) (if earlier) 14 (fourteen) days after the day you provide evidence that you have returned the Products supplied under the Order you are cancelling; or
(c) if we have not yet provided the Products to you, 14 (fourteen) days after the day on which we are informed of your decision to cancel the Order for those Products.

7.7           We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.

7.8           You must return the Product to us (or, if we request, provide us with evidence to our satisfaction that the Product has been destroyed) without undue delay and in any event not later than 14 (fourteen) days from the day on which you communicate to us your decision to cancel your Order. You will have to bear the direct cost of returning (or destroying, as applicable) the Products.

7.9           If you access the Product through downloading or streaming, you will not be entitled to access the Product until the end of the Cancellation Period unless you have expressly requested that you be entitled to access the Product prior to the end of that period by ticking the appropriate box on Our Website or on Our Enrolment Form (as applicable). By ticking this box, you acknowledge that you lose your cancellation right under the Consumer Contract Regulations 2013 as set out in this Clause 7.

8.             WARRANTIES AND LIABILITY

8.1           We shall make reasonable efforts to ensure:

(a) the accuracy of any information contained in the Product and the Learning Management System; and
(b) the Product and the Learning Management System do not contain any computer viruses.

8.2           We give no warranty and make no representation, express or implied, as to:

(a) the adequacy or appropriateness of the Product or the Learning Management System for your purpose;
(b) any implied warranty or condition as to merchantability or fitness of the Product or the Learning Management System for a particular purpose other than that for which the Products or the Learning Management System are commonly used;
(c) the accessibility or availability of the Learning Management System at any given time;
(d) the use of, or results of the use of the Product or the Learning Management System or their compatibility with your equipment, software or telecommunications connection;
(e) compliance with any law; or
(f) non-infringement of any right, including (but not limited to) any Intellectual Property Rights.

8.3           We do not in any way exclude our liability for:

(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
(d) any breach of the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and
(e) defective products under the Consumer Protection Act 1987.

8.4           To the extent we are liable for breach of a representation or warranty which cannot be excluded, liability is restricted at our option to:

(a) the resupply of the Product or the payment of the costs of having the Product resupplied;
(b) the replacement of the Product or supply of equivalent products; or
(c) the repair of the Product or the payment of the cost of having the Product repaired.

8.5           Our Website and the Learning Management System may contain links to other Internet websites outside our power and control. You acknowledge and agree that we shall not be liable in any way for the content of any such linked website, nor for any loss or damage arising from your use of any such website.

8.6           We are not liable in any circumstances for special, indirect or consequential loss or any damages whatsoever resulting from loss of use, loss of data or loss of revenues or profits, whether in an action of contract, negligence or otherwise, arising out of or in connection with your use of the Learning Management System or the purchase of a Product.

8.7           The total liability of us under these terms and conditions shall, to the extent permitted by law, under no circumstances exceed the fees payable by you for the relevant Product.

8.8           The information contained in our Product and in the Learning Management System reflects solely our views as of this date, all of which are expressed without any responsibility on our part and are subject to change. No reliance may be placed for any purpose whatsoever on the information contained in our Product or the Learning Management System, as to its completeness and accuracy. The information set out in our Product or the Learning Management System may be subject to updating, completion, revision, verification and amendment and such information may change materially.

8.9           The information contained in our Product and in the Learning Management System is not intended as financial advice and does not constitute financial advice of any kind. The information contained in our Product and Our Website does not constitute an offer to buy and sell or a solicitation of an offer to buy and sell any securities to any person in any jurisdiction.

9.             INDEMNITIES

9.1           You agree to indemnify us and keep us indemnified in respect of any claim, action, damage, loss, liability, cost, expense or payment suffered, paid or incurred by us in respect of:

(a) any matter or thing being other than as represented or warranted by you under these terms and conditions;

(b) your use of our Product and the Learning Management System other than in accordance with the terms of these terms and conditions; and

(c) the infringement by you, or by any other person using your account and Password, of any of our Intellectual Property Rights or the Intellectual Property Rights of a third party.

10.             CONFIDENTIAL INFORMATION

10.1           The parties acknowledge and confirm that they will treat the Confidential Information of the other as confidential and shall not (other than as required by any applicable law) use or disclose to any person the Confidential Information of the other.

10.2           Each party indemnifies the other party and agrees to keep the other party indemnified in respect of any claim, action, damage, loss, liability, cost, expense or payment suffered, paid or incurred by the first party in respect of a breach by the other party of the obligations contained in Clause 10.1.

11.             INTELLECTUAL PROPERTY

11.1           You acknowledge that all Intellectual Property Rights in the Product and the Learning Management System are owned by us and you will not do or allow to be done anything that infringes our Intellectual Property Rights.

12.         SECURITY

12.1        You must not, and must not allow any other person to, violate or attempt to violate any aspect of the security of the Learning Management System.

12.2        You must not use any software tool for the purpose of extracting data from the Learning Management System other than as authorised under these terms and conditions.

12.3        You acknowledge that a breach by you of the obligations contained in this Clause 12 is unlawful and may result in criminal prosecution.

13.         PRIVACY

13.1        Any personal information provided by you to us (e.g. name, address, date of birth and contact details) will be used by us to contact you from time to time as required pursuant to the terms of these terms and conditions and will be protected and used in accordance with the Data Protection Act 1998 and our Privacy Policy.

13.2        You acknowledge that our Privacy Policy forms a part of these terms and conditions and by agreeing to be bound by these terms and conditions you also agree to be bound by the terms of our Privacy Policy.

14.         GOVERNING LAW AND JURISDICTION

14.1        These terms and conditions are governed by English law and shall be construed in accordance with the same.

14.2        The parties to these terms and conditions irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of England and Wales.

15.         NOTICES

15.1        A notice, demand, consent or approval or communication under these terms and conditions (Notice) must be:

(a) in writing, in English, and signed by a person duly authorised by the sender; and
(b) delivered by email to the recipient’s address as varied by any Notice given by the recipient to the sender.

15.2        A Notice given in accordance with Clause 15.1 takes effect when it is taken to have been received (or at a later time specified in it), and is taken to be received by email, at the time of transmission unless the sender is notified that the email was undeliverable.

15.3        In proving service by delivery by email, it shall be necessary only to prove that the communication was sent to the correct email address as nominated by you on the Order.

16.         ENTIRE AGREEMENT

16.1        These terms and conditions constitute the entire agreement between the parties and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing.

17.         FORCE MAJEURE

17.1        A party shall not be liable for any delay or failure to perform its obligations pursuant to these terms and conditions if such delay is due to Force Majeure.

17.2        If a delay or failure of a party to perform its obligations is caused or anticipated due to Force Majeure, the performance of that party’s obligations will be suspended for the duration of the Force Majeure.

18.         AMENDMENT

18.1        These terms and conditions may only be amended or supplemented in writing signed by the Parties.

18.2        No employee, agent or representative of us is authorised by us to modify, amend, waive or contradict any of the terms of these terms and conditions and we shall not under any circumstances be bound by or liable for any commitment, assurance or other statement, or any modification, amendment or waiver of these terms and conditions, made by any such employee, agent or representative.

19.         SEVERABILITY

If any of these terms and conditions is deemed invalid, void or for any reason unenforceable, that condition will be deemed severable and will not affect the validity and enforceability of any remaining terms.

20.         Communication with US

20.1        If you wish to contact us for any reason (including if you wish to make a complaint), you can contact us by sending an email to priacademy@unpri.org or by pre-paid post to PRI Academy, c/o PRI Enterprises Limited, 5th Floor, 25 Camperdown street, London E1 8DZ, United Kingdom

20.2        If we have to contact you or give you notice in writing, we will do so by email or by pre-paid post to the address provided to us in your Order.

21.         OTHER IMPORTANT TERMS

21.1        We may transfer our rights and obligations to another organisation but this will not affect your rights or our obligations under these terms and conditions.

21.2        You may only transfer your rights or your obligations under these terms and conditions to another person if we agree to this in writing.

21.3        No person, other than you or us, shall have any right to enforce any of these terms and conditions.

21.4        If we fail to insist that you perform any of your obligations under these terms and conditions, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.