BESL Online Training Services: Terms and Conditions
These terms and conditions will apply to all online training courses provided by British Engineering Services Limited (“BESL”) and by Astutis Limited (“Astutis”). Please read these carefully before booking your training. By booking BESL and Astutis online training, you confirm that you have read, understood and agree to the following:
1. Interpretation and Definitions
1.1 The following expressions shall have the following meanings :-
1.1.1 “Astutis” means Astutis Limited, a company registered in England and Wales under company number 07349554 and whose registered office is at Suite 215/216 Fort Dunlop, 2nd Floor Parkway, Birmingham, B24 9FD.
1.1.2 “BESL” means British Engineering Services Limited, a company registered in England and Wales under company number 09299724 and whose registered office is at Unit 718 Eddington Way, Birchwood Park, Warrington, WA3 6BA.
1.1.3 "Client" means the client specified in the Order.
1.1.4 "Company" means BESL, and only where and to the extent legally necessary for the purposes of the relevant provision, Astutis also in respect of any additional Services purchased by the Client that are not supplied by BESL.
1.1.5 "Conditions" means these terms and conditions as amended from time to time in accordance with clause 17.
1.1.6 "Contract" means these Conditions together with the applicable Order which form the contract between BESL and the Client for the supply of Services in accordance with these Conditions.
1.1.7 “Customer‑Hosted Services” means Services or content delivered to the Client for hosting on the Client’s or its customers’ learning management systems
1.1.8 “Hosted Services” means Services hosted and made available via Astutis’ or its provider’s learning management system
1.1.9 "Licence‑Based Services” means online training services made available to the Client under a time‑limited and/or user‑based licence, as specified in an Order.
1.1.10 "LMS" means the online learning management system provided by the Company or the Company's LMS provider.
1.1.11 "Order" means the Client's order for Services, whether made using BESL’s standard order form or by the Client issuing a purchase order or similar acceptance in response to a quotation issued by BESL, in each case as accepted by BESL.
1.1.12 "Services" means the online training courses and materials and content of BESL and where applicable, Astutis, that are made available from time to time for Order by the Client.
1.1.13 “Subscription Services” means the provision of online training services to the Client on a subscription basis, for the duration and on the terms set out in the applicable Order, and subject to clause 18.
1.1.14 "we/us/our" means BESL.
1.1.15 "you" means the Client.
1.2 The headings to these Conditions are for guidance only and shall not affect the construction of the Contract. The singular shall include the plural and vice versa.
1.3 Where there is any conflict or inconsistency between the provisions of the Contract, such conflict or inconsistency shall be resolved according to the following order of priority (and for the avoidance of doubt the document in 1.3.1 takes priority over the document in 1.3.2):
1.3.1 these Conditions;
1.3.2 the Order.
1.4 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
2. These Conditions
2.1 These are the terms and conditions on which we supply the Services to you, to the exclusion of any other terms or conditions that you seek to impose or which are contained in any purchase order, standard terms or other documentation issued by you.
2.2 Please ensure that you read these Conditions carefully and check that the details on the Order and in these Conditions are complete and accurate before you sign and submit your Order. If you think that there is a mistake or require any changes, please contact us to discuss.
2.3 We have the right to reject any Order for any reason.
2.4 We may make changes to these Conditions at any time. However, the Conditions which apply to your Order will be those in force at the time you submitted your Order to us.
3. Appointment
Each receipt by BESL of an Order will be deemed to be an offer by the Client to purchase Services in accordance with these Conditions. The Contract is formed when the Order is accepted by BESL by way of a written acknowledgment of Order and these Conditions will then become binding on the Client and BESL. No contract will come into existence until a written acknowledgement of Order is issued to the Client by BESL.
4. Description
4.1 The quantity and description of the Services shall be strictly as set out in the Order. Any samples, drawings, illustrations, descriptive matter, specifications, marketing materials or advertising issued or published by BESL and/or Astutis are provided for illustrative purposes only, are intended solely to give an indicative and non‑binding description of the Services and do not constitute representations, warranties or terms of the Contract. The Client acknowledges that it has not relied on any such materials when entering into the Contract and that they shall have no contractual effect whatsoever.
4.2 The Company may change the format or content of the Services to reflect changes in relevant laws and regulatory requirements or to implement minor technical adjustments and improvements where these changes will not affect the Client's use of the Services.
4.3 BESL may vary the fees payable for the Services from time to time by giving written notice to the Client. If the Client does not wish to accept the revised fees, it may terminate the Contract by notifying BESL before the revised fees take effect, in which case the Client shall be entitled to a refund of any fees paid in advance solely in respect of Services not yet provided.
4.4 The Company warrants to the Client that the Services will be provided using reasonable skill and care, subject always to and in accordance with the terms of the Contract.
5. Price
5.1 The Client agrees to pay the fees for the Services at the rates and in the manner set out in the Order. Value Added Tax (VAT) is payable in addition and will be charged at the standard rate in force from time to time.
5.2 Invoices will be submitted by BESL in accordance with the relevant Order and shall be payable by the Client in accordance with the payment terms agreed between BESL and the Client in the applicable Order.
5.3 If the Client does not pay BESL by the relevant date and still does not make payment within 7 days of BESL contacting the Client to confirm that payment is overdue, then without prejudice to its other rights and remedies, BESL shall have the right:-
5.3.1 to restrict or suspend the Client’s access to the Services and/or to withhold any further performance of the Services for such period as BESL considers appropriate, including where applicable, the withholding or non-issue of any examination results or certification; and
5.3.2 to charge interest on all outstanding monies due from the Client to BESL at the rate of 4% above the base rate of the National Westminster Bank PLC from the date of the invoice to the date of payment. The Client shall pay the interest together with the overdue amount.
5.4 Subject to clause 7.1, due to the nature of the intellectual property contained within the Services and course content, BESL does not offer any refunds once the Client's Order has been accepted by BESL.
5.5 All payments to be made by the Client under the Contract will be made in full without any set-off, restriction or condition and without any deduction for or on account of any counterclaim.
6. Course Access and Content
6.1 This clause 6.1 applies to Hosted Services only. All other provisions of this Clause 6 apply to both Hosted Services and Customer-Hosted Services, unless expressly stated otherwise. The Company cannot guarantee that access to the Services will be uninterrupted, however the relationship between the Company and its LMS provider is such that the LMS provider will use commercially reasonable efforts to make the LMS available 24 hours a day, 7 days a week, except for:
6.1.1 planned downtime, of which the LMS provider shall give the Company at least 8 hours’ notice which the Company will use reasonable endeavours to inform the Client of as soon as possible;
6.1.2 any unavailability caused by circumstances beyond the LMS providers control, including without limitation, acts of God, acts of Government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving the LMS provider’s employees), or Internet service provider failures or delays.
6.2 All course content is created in accordance with the current course syllabus and reasonable efforts are made to ensure that the materials are updated promptly, in light of significant changes to legislation and guidance, or requirements of the approving bodies.
6.3 Except as specifically required by law, the Company does not give any warranties, whether express or implied as to the currency, fitness or quality of the Services or that the Services are free from errors or defects.
6.4 The Services may contain links to other websites, including YouTube, Vimeo and other external video content. Some countries or employers may limit access to these websites, however it is the Client’s responsibility to assess this prior to purchase. Unless expressly stated, these websites are not under the control of the Company and therefore the Company assume no responsibility for the content of such websites and disclaim liability for any and all forms of loss or damage arising out of the use of them.
6.5 Each licence to access the Services is personal to the individual user nominated or authorised by the Client (each a “Designated User”) and may be used only by that Designated User for the Client’s internal business purposes.
6.6 The Client shall ensure that each Designated User keeps all access credentials secure and confidential and does not share, transfer, disclose or permit the use of their access credentials by any other person. The Client shall be responsible for all use of the Services accessed using the credentials of its Designated Users.
6.7 Unless expressly agreed in writing by BESL (in BESL’s sole unfettered discretion), user licences are non‑transferable and the departure of a Designated User from the Client’s employ/engagement shall not entitle the Client to any refund, credit, replacement licence or extension of the relevant Subscription or licence term.
6.8 Any breach of this clause shall be treated as a material breach of the Contract and may result in the suspension or termination of access to the Services without prejudice to BESL’s other rights and remedies.
7. The Clients Rights to End the Contract/Payments on Termination
7.1 If BESL terminates the Contract for a reason set out in clauses (a) to (d) below, the Contract shall terminate with immediate effect. BESL shall then refund the Client only in respect of fees paid in advance for Services not yet provided, less any amounts due to BESL under the Contract and shall have no liability to refund any other sums or to compensate the Client for any loss or damage arising from such termination, except to the extent required by law. The termination reasons applicable at this clause 7.1 are:
(a) the Company has told the Client about an upcoming change to the Services, price or these Conditions which the Client does not agree to;
(b) we have told you about an error in the price or description of the Services you have ordered and you do not wish to proceed;
(c) there is a risk the Services may be significantly delayed because of events outside our control; or
(d) you have a legal right to end the Contract because of something we have done wrong.
7.2 If the performance of the Services is suspended or cancelled at the request of the Client for a reason not set out in clause 7.1 (a) to (d), or if performance is prevented or delayed by any act or omission by the Client (including without limitation, any failure by the Client to comply with its obligations under clause 9.1), BESL shall be immediately entitled to:
7.2.1 full payment of all fees payable under the relevant Order, including for Services not yet performed at the date of suspension, cancellation or delay; and
7.2.2 cancellation by the Client must be notified to BESL in writing and BESL reserves the right to charge the Client an administration fee of up to £100, without prejudice to its right to recover any additional losses or costs incurred.
8. Warranties and Liability
8.1 Subject to clause 8.3, our total liability under or in connection with the Contract and these Conditions and/or any Order (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) will not exceed the total price paid for the Services by the Client.
8.2 We will not be liable to you under or in connection with the Contract and these Conditions and/or any Order (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) for:
8.2.1 consequential, indirect or special losses; or
8.2.2 any of the following (whether direct or indirect):
8.2.2.1 loss of profit;
8.2.2.2 loss of contract;
8.2.2.3 loss of revenue;
8.2.2.4 loss of commercial opportunity;
8.2.2.5 loss of business;
8.2.2.6 loss or corruption of data;
8.2.2.7 loss or corruption of software or systems;
8.2.2.8 loss or damage to equipment;
8.2.2.9 loss of use;
8.2.2.10 loss of opportunity;
8.2.2.11 wasted expenditure;
8.2.2.12 loss of savings, discount or rebate (whether actual or anticipated); or
8.2.2.13 harm to reputation or loss of goodwill.
8.3 Nothing in these terms will limit or exclude our liability for:
8.3.1 death or personal injury caused by negligence;
8.3.2 fraud or fraudulent misrepresentation; or
8.3.3 any other losses which cannot be excluded or limited by law.
8.4 Except as set out in these Conditions, all conditions, warranties, representations and other terms which might otherwise be implied by statute, common law, course of dealing or otherwise are excluded to the fullest extent permitted by law, and the Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of BESL other than as expressly set out in the Contract.
9. Clients Obligation
9.1 The Client agrees to give the Company such information, advice and assistance relating to the Services as the Company may reasonably require within sufficient time to enable the Company to perform the Services in accordance with the Contract.
9.2 The Client shall be responsible to the Company for ensuring the accuracy of any information submitted by the Client.
9.3 To access the Services, your device needs to comply with the applicable minimum technical requirements communicated by us from time to time. You are responsible for making sure that your device satisfies those requirements.
9.4 You will need internet access to access the Services and you are responsible for any charges you may incur in connection with such internet access. The streaming resolution and quality of the digital content will depend on the type of device you are using, your resolution settings and the speed of your internet connection.
9.5 We are not liable to you if you are unable to access the Services due to a poor internet connection, because your device does not meet the minimum technical requirements, or for any other reason outside of our reasonable control.
9.6 The Services were designed for use in the UK. We cannot guarantee that the Services and any digital content is appropriate or will be available for use in locations outside of the UK. If you use the Services and any digital content outside of the UK, you are responsible for ensuring that you comply with any local laws.
9.7 The Client warrants that it has obtained and will maintain all necessary consents, permissions and authorisations required to provide the personal data of its employees, workers, agents or other authorised users to BESL and Astutis for the purposes of accessing and using the Services and that such personal data is accurate, up to date and may be lawfully processed by BESL and Astutis in accordance with applicable data protection legislation. The Client shall be responsible for any failure to comply with this clause and BESL and Astutis shall be entitled to rely on this warranty without further enquiry.
10. Intellectual Property Rights
10.1 All intellectual property rights, including copyright, in and to the Services and all materials forming part of or used in connection with the Services (including without limitation all course materials, content, recordings, documents, data and other works), whether created before, during or after the provision of the Services, shall at all times remain vested in the Company (and where applicable Astutis). Nothing in the Contract operates to assign or transfer any such rights to the Client and all rights not expressly granted are reserved.
10.2 No part of the Services, including any course materials or other materials provided or made available by the Company may be copied, reproduced, adapted, distributed, transmitted, disclosed, uploaded, downloaded, forwarded, published, stored, shared or otherwise made available, in whole or in part, in any form or by any means without the Company’s prior written consent, save to the extent expressly permitted by mandatory law, or reverse engineered, disassembled or used in any manner prejudicial to the Company’s interests and legal rights. All rights not expressly granted are reserved by the Company. (The downloading of single copies of pdf documents (course notes) is permitted for personal study only).
10.3 We give you a licence, subject to these Conditions, to access the Services. The licence starts when you access the Services. This licence is for your internal business purposes only. You must not use the Services and/or any of the provided digital content for any resale purposes.
10.4 You do not own the Services or any of its contents but you may use it as set out in these Conditions. You are not allowed to pretend that the Services or any of its content is your own or make it available to others to access and use.
10.5 You must not conceal, change or remove any markings which show who owns the Services such as copyright (©), registered trade mark (®) or unregistered trademark (™) markings, or try to circumvent any digital rights management or technical protection measures put in place to prevent you from using the Services in a way that you are not allowed to.
10.6 If you do not comply with any term in this clause 10, we have the right to end our Contract with you immediately by sending an email to the address you provided when you placed your order.
10.7 If we end our contract with you in accordance with clause 10.6:
10.7.1 you will have no entitlement to any refund whatsoever and you shall be fully liable to indemnify us against all losses, liabilities, damages, costs and expenses (including reasonable legal costs) suffered or incurred by us as a direct result of any breach of this clause 10 by you, your employees or any other person or entity whom you permit to access or use the Services under an Order, as if such breach were committed by you, without prejudice to any other rights or remedies available to us;
10.7.2 you must immediately stop using the Services and any digital content;
10.7.3 we may remotely block your access to the Services and digital content;
10.7.4 you must delete or remove the Services and any digital content from any devices; and
10.7.5 we may delete or suspend access to your account.
11. How We May Use Your Personal Information
11.1 Any personal information that you provide to us will be dealt with in line with the BESL Privacy Policy available here [insert link] and the Astutis Privacy Policy available here https://www.astutis.com/privacy-policy. These Privacy Policies explains what information we collect and hold about you, and how we collect, store, use and share such information.
11.2 Notwithstanding any confidentiality obligations under the Contract, the Client acknowledges and agrees that BESL may share information, including personal data, relating to the Client’s and its users’ access to and completion of the Services with BESL’s insurer and insurance broker partners for statistical and risk‑analysis purposes relating to the Services, in accordance with applicable data protection legislation and the BESL Privacy Policy.
11.3 Subject always to applicable data protection legislation and the BESL Privacy Policy, the Client acknowledges and agrees that BESL and the companies within the BES Group of companies may contact the Client from time to time for marketing and promotional purposes, including to provide information about BESL’s training courses, services, events and related offerings and those of the BES Group also. The Client may opt out of receiving such marketing communications at any time by following the unsubscribe instructions contained in the relevant communication or by contacting BESL using the details set out in clause 14.7
12. Termination
12.1 BESL may, by written notice, terminate the Contract with immediate effect if the Client commits any material breach of the Contract and, where such breach is capable of remedy, fails to remedy it promptly upon notice, or if the Client becomes insolvent or is deemed unable to pay its debts, enters into liquidation, administration, bankruptcy, any arrangement or composition with its creditors, or any analogous procedure or circumstance having a similar effect. Notwithstanding any other provision of these Conditions, failure by the Client to pay any sums due in accordance with clause 5.2 shall constitute a material breach which is not capable of remedy.
12.2 The termination or expiry of the Contract howsoever arising, shall be without prejudice to any rights, remedies, obligations or liabilities of the Company or the Client which have accrued up to the date of termination or expiry. Any provision of the Contract which expressly or by implication is intended to survive termination or expiry shall continue in full force and effect notwithstanding such termination or expiry.
13. Events Outside Our Control
13.1 Neither party shall be liable for any failure or delay in performing its obligations under the Contract (other than the Client’s obligation to pay fees when due) where such failure or delay results from any event or circumstance beyond its reasonable control. Without limitation, such events shall include acts of God, explosion, flood, storm, fire or accident; war or threat of war; sabotage; insurrection; act or threat of terrorism; civil disturbance; pandemic or epidemic; acts, restrictions, regulations, bye‑laws, prohibitions or measures of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock‑outs or other industrial action (whether involving the Company’s workforce or that of any third party); failure or interruption of utilities or communications networks; difficulties in obtaining labour, materials, fuel, parts or equipment; and power failure or breakdown of machinery.
13.2 The Company shall be entitled to suspend performance of the Services for the duration of such event without liability, and time for performance shall be extended accordingly.
13.3 If a force‑majeure event continues for a period of 30 days or more, either party may terminate the Contract by giving written notice to the other. Any such termination shall be without liability to either party, save for any rights, remedies, obligations or liabilities accrued prior to termination, and the Company shall be entitled to payment for all Services provided and all costs incurred up to the date of termination.
14. Other Important Terms
14.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
14.2 If any condition or part of the Contract is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from the Contract and will be ineffective, without, as far as is possible, modifying any other provision or part of the Contract and this will not affect any other provisions of the Contract which will remain in full force and effect.
14.3 No failure or delay by the Company to exercise any right, power or remedy will operate as a waiver of it, nor will any partial exercise preclude any further exercise of the same, or of any other right, power or remedy.
14.4 The Company may assign, delegate, license, hold on trust or subcontract all or any part of its rights or obligations under the Contract in their sole discretion.
14.5 The Contract is personal to the Client who may not assign, delegate, license, hold on trust or sub-contract all or any of its rights or obligations under the Contract without the Company’s prior written consent.
14.6 A person who is not a party to the Contract shall have no rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise, and the parties may vary or terminate the Contract without the consent of any such person.
14.7 If you have any complaint in relation to the Services, please contact us at info@besgroup.com.
15. Law
These Conditions together with any and all Orders shall be governed and construed in accordance with the laws of England and Wales and the Company and the Client submit to the exclusive jurisdiction of the courts of England and Wales.
16. Communications
16.1 All communications to BESL shall be sent to the address of BESL set out in the Order.
16.2 All communications to the Client shall be sent to the address of the Client set out in the Order, unless an alternative address has been notified in writing to BESL by the Client.
17. Variation of Conditions of Contract
No variation of the Contract shall be effective unless it is expressly agreed in writing and signed by or on behalf of BESL and the Client.
18. Subscription Services
18.1 Where the Services are provided on a subscription basis (each a “Subscription”), the relevant Subscription details, including the subscription term, fees, and scope of Services, shall be as set out in the applicable Order, with the applicable delivery and hosting model described in the relevant Schedule.
18.2 Each Subscription shall commence on the Subscription Start Date specified in the Order and shall continue for the initial subscription term stated in the Order (the “Initial Term”), unless terminated earlier in accordance with the Contract.
18.3 Following expiry of the Initial Term, the Subscription shall automatically renew for successive periods equal in length to the Initial Term (each a “Renewal Term”), unless either party gives the other not less than thirty (30) days’ written notice prior to the end of the then‑current term that it does not wish the Subscription to renew.
18.4 Upon renewal of a Subscription, the Client shall be liable to pay the applicable subscription fees for the relevant Renewal Term in accordance with clause 5, at the rates set out in the Order or, where notified by BESL in advance, at BESL’s then‑current subscription rates.
18.5 Unless otherwise expressly agreed in writing, Subscription fees are payable in advance, are non‑cancellable once a Subscription term has commenced, and non‑refundable, subject only to any rights which cannot be excluded as a matter of law.
18.6 Termination or non‑renewal of a Subscription for any reason shall not affect:
- any rights, remedies, obligations or liabilities accrued up to the effective date of termination; or
- the Client’s obligation to pay all fees due and payable for the then‑current Subscription term.
18.7 BESL may suspend access to the Services provided under a Subscription in accordance with clause 5.3 (non‑payment) or terminate the Subscription in accordance with clause 12.
18.8 Upon renewal of a Subscription, the subscription fees applicable to the relevant Renewal Term shall automatically increase by an amount equal to the Consumer Prices Index (CPI) rate in force at the date of renewal, as published by the UK Office for National Statistics, plus two per cent (2%). The adjusted fees shall take effect automatically from the start of the relevant Renewal Term and shall be payable by the Client in accordance with clause 5, without any requirement for further notice or acceptance. For the avoidance of doubt, where the CPI rate is negative, it shall be treated as zero for the purposes of this clause.
SCHEDULE 1 – SERVICE MODELS AND COMMERCIAL STRUCTURE
1. Service Models
1.1 The Services may be provided to the Client under one or more of the following service models, as specified in the applicable Order:
(a) Licence‑Based Services; and/or
(b) Subscription Services.
1.2 The applicable service model(s), together with the corresponding scope, duration, fees and any applicable limitations, shall be set out in the relevant Order.
2. Licence‑Based Services
2.1 Where Services are provided as Licence‑Based Services, the Client is granted a limited licence to access and use the Services for the licence period and/or for the number of users specified in the applicable Order.
2.2 Unless expressly stated otherwise in the Order: (a) Licence‑Based Services are provided for the Client’s internal business purposes only; and
(b) access rights shall automatically expire at the end of the applicable licence period or once the permitted number of users has been reached.
3. Subscription Services
3.1 Where Services are provided as Subscription Services, such Services shall be governed by clause 18 of these Conditions.
3.2 The subscription term, renewal mechanics, fees and scope of Subscription Services shall be as set out in the applicable Order.
4. Orders
4.1 Each Order shall identify: (a) the applicable service model(s);
(b) the scope of Services;
(c) the applicable fees; and
(d) the relevant term or subscription period.
4.2 In the event of any inconsistency between an Order and these Conditions, clause 1.3 shall apply.
SCHEDULE 2 – HOSTING AND DELIVERY MODELS
1. General
1.1 The Services may be provided under different hosting and delivery models, as specified in the applicable Order.
1.2 The responsibilities of the Company and the Client shall vary depending on whether the Services are provided as Hosted Services or Customer‑Hosted Services.
2. Hosted Services
2.1 Where Services are provided as Hosted Services, the Services shall be hosted and made available via Astutis’ (or its provider’s) learning management system.
2.2 In respect of Hosted Services:
(a) Astutis shall be responsible for hosting, maintaining and operating the relevant learning management system; and
(b) the Client and its authorised users shall access the Services remotely via such system.
2.3 Access to Hosted Services is subject to availability, planned maintenance and events outside the Company’s reasonable control, as described in clause 6 of these Conditions.
3. Customer‑Hosted Services
3.1 Where Services are provided as Customer‑Hosted Services, the Services (including course content or learning materials) shall be delivered to the Client for hosting on the Client’s or its customers’ learning management systems.
3.2 In respect of Customer‑Hosted Services: (a) the Client shall be solely responsible for hosting, operation, security and availability of its learning management systems;
(b) the Company shall have no responsibility for the ongoing availability, performance or operation of the Client’s or its customers’ systems; and
(c) the Client remains responsible for ensuring that use of the Services complies with these Conditions and the applicable Order.
3.3 Unless expressly agreed otherwise in writing, the Company shall not be responsible for any failure, interruption or degradation of Customer‑Hosted Services arising from the Client’s systems, integrations, configurations or hosting environment.
4. Updates and Changes
4.1 The provision of updates, enhancements or revised versions of the Services (if any) shall be subject to the applicable Service model and as set out in the Order or otherwise agreed in writing.
SCHEDULE 3 – CONTENT, LICENSING AND USE RESTRICTIONS
1. Ownership
1.1 All intellectual property rights in the Services, including all course content, learning materials, documentation and related works, remain at all times the property of the Company (and, where applicable, Astutis), as further set out in clause 10 of these Conditions.
1.2 Nothing in the Contract or any Order operates to transfer ownership of such intellectual property rights to the Client.
2. Licence to Use
2.1 Subject to these Conditions and the applicable Order, the Client is granted a limited, non‑exclusive, non‑transferable licence to access and use the Services for its internal business purposes, in accordance with the applicable service model.
2.2 The Client shall not, and shall ensure that its customers and users do not, use the Services for any purpose not expressly permitted under the Contract or the applicable Order.
3. Customer‑Hosted Content
3.1 Where Services are provided as Customer‑Hosted Services, the licence granted under clause 2 permits the Client to host and make available the Services on its own learning management systems solely for the purposes set out in the applicable Order.
3.2 Unless expressly agreed otherwise in writing: (a) the Client shall not distribute, transfer, sell or otherwise make available the Services or any part of them to any third party other than as permitted under the applicable Order; and
(b) the Client shall not provide any third party with access to the Services in source file, authoring or editable formats.
4. Modifications and Derivative Works
4.1 The Client shall not modify, adapt, translate, create derivative works from, or otherwise alter the Services or any content forming part of the Services, except to the extent expressly agreed in writing by the Company.
5. Updates
5.1 The provision of updates, revised content or new versions of the Services (if any) shall be as set out in the applicable Order or otherwise agreed in writing.
5.2 Where updates are provided, the method of delivery and applicable service model (Hosted Services or Customer‑Hosted Services) shall apply to such updates unless expressly agreed otherwise.
6. Survival
6.1 The provisions of this Schedule 3 shall survive termination or expiry of the Contract, to the extent necessary to give effect to the intellectual property and usage restrictions set out herein.