Version: July 2020
These General Terms and Conditions (“Agreement“) are required to use and access Generation Leader’s Services and a license to use and access both Skillsoft Product(s) and the Percipio Platform, all of which are offered on mobile and web applications.
You (” The Learner“) are entering into an Agreement with Generation Leader Limited with its registered address 2 Jardine House, Bessborough Road, Harrow, England, HA1 3EX, and business registration number: 12495318. Upon accepting this Agreement, you agree to all its terms and conditions.
For clarity purposes the following products and services may be offered by Generation Leader Limited:
- “Skillsoft Products“ means Percipio and Skillsoft’s Leadership Development Programme. This is a package of selected learning assets in the subject area of leadership development;
- “Generation Leader Content” shall mean webinars, leadership programmes and continuing professional development (CPD);
- “Services“ shall mean GenerationLeader.co.uk, credits, and certifications, including Generation Leader Content;
- “Platform“ shall mean the Percipio Platform (GL Learning Platform). The content has been exclusively mapped by Generation Leader to provide a unique, focused learner experience.
You are entering into this Agreement on behalf of either yourself or the company you are authorised to bind to the terms and conditions in this Agreement.
ARTICLE 1. SERVICES
1.1. Definition. The meaning and scope of the Services shall always be according to the most recent definition laid down in this Agreement or order summary. Unless otherwise designated in this Agreement, Generation Leader retains all right, title, and interest in and to the Services, unless indicated otherwise.
1.2. End-User License. You, as a Learner, may access and use Skillsoft Products, which are equipped with the Generation Leader Content governed by the terms and stipulations in this Agreement. Learner’s rights and obligations set forth in the contractual arrangement with Skillsoft are independent of this Agreement. The legal relationship between Learner and Skillsoft will survive the termination of the relationship between Generation Leader and Skillsoft. Learner shall have no right to sublicense the Skillsoft Products or Generation Leader Content under this Agreement, and any such attempt shall result in the immediate termination of this Agreement.
1.3. Qualification of Learners. Generation Leader may sell Skillsoft Products licenses to Learners and will authorize Learners to access and use Skillsoft Products.
1.4. Changes to Services. Generation Leader may, in its sole discretion, make any changes it deems necessary to the Services in order to enhance the overall quality and performance of its Services.
ARTICLE 2. AUTHORIZED USERS AND ACCOUNT
2.1. Authorized User(s). Each individual Learner or the company shall be the principal Authorized User and the rights in and to the Services are limited to this one Authorized User only, and cannot be shared or used by any other user or third party. The Authorized User will designate one administrative contact person who manages the account and its security. That person is responsible for the process of setting up, accessing, and securing the account of the Learner.
2.2. Account Responsibility. Learner will be fully responsible and liable for all access and use of the account, including (sub-) users regardless of Learner’s awareness of such access and use. As described in the Section about Indemnification, Learner indemnifies and holds Generation Leader harmless for any losses, costs, or claims as a result of unauthorized access, or login credentials that misused, borrowed, lent, stolen or lost.
2.3. Account Monitoring. Generation Leader may monitor Learner’s account, its use, and restrict Learner’s access and use if Generation Leader determines that Learner is in violation of its duties in this Agreement.
ARTICLE 3. REPRESENTATIONS AND WARRANTIES
3.1. Platform Access and Use. Subject to the terms and conditions of this Agreement and its duration, Generation Leader shall use commercially reasonable efforts and its best endeavors to provide the Learner a subscription and access to the Platform and Skillsoft Product(s). The entire content on the Platform, including but not limited to information, software, text, images, video, and audio are owned by Generation Leader or its licensor(s) and are protected by any law or regulation that governs copyrights, trade secrets, trademarks, and any other intellectual property right.
3.2. Warranty of Originality. Generation Leader represents and warrants that it is the owner of the Services and of each and every component, or the recipient owner of a valid commercial use license, right to use and/or access. Generation Leader has and will maintain the full power and authority to grant the intellectual property and other rights granted in this Agreement without the further consent of any third party. Moreover, Generation Leader represents and warrants that the Generation Leader Content will be its own and original work, including the licensed components described above.
3.3. No Additional License. Nothing in this Agreement shall be deemed to constitute the grant of an additional license of any sort or any other right in Generation Leader’s proprietary software, patents, trade and service marks, trade secrets, rights, copyrights interests, trade secret, (personal) data, or any other interest in the Services or computer programme, including source code, forms, schedules, manuals, other proprietary item or intellectual property utilized or provided by Generation Leader in connection to this Agreement.
3.4. Rights. Learner understands and agrees that unless otherwise designated in this Agreement, Generation Leader owns and retains all right, title and interest in and to: (i) the Services, including all enhancements, improvements, and modifications; (ii) any software, applications, inventions, business methods, trade secrets or other technology developed in connection with the Services; (iii) any patent, copyright, trademark, and all other intellectual property rights.
3.5. Compliance. Generation Leader represents and warrants that the Services will comply with all applicable laws and regulations, including any national, state, and local laws. Moreover, Generation Leader represents and warrants that it will use industry-standard protections to prevent unauthorised access, disclosure, or exposure of data and personal information.
3.6. Maintenance and Downtime. Inaccessibility of our Services as part of normal maintenance or upgrades of Generation Leader’s network, equipment, and systems or those from our affiliates, licensors, third-party service providers, will occur during regularly scheduled or unplanned moments. We will use commercially reasonable efforts to ensure that the downtime shall limit the Learner’s inconvenience. However, we bear no responsibility in the event the Platform is inaccessible as a result of circumstances in the responsibility area of Skillsoft.
3.7. Technical Support. Each Learner is eligible for receiving so-called Level 1 technical support from Generation Leader which shall mean technical support provided for the purpose of providing advice and assistance to Learners on installation, operation, and use of the Platform and Skillsoft Product(s). Such technical support includes resolution of Learner’s issues through the utilization of available on-line and printed reference information and if not resolvable, the collection by Generation Leader of Learner’s diagnostic information.
ARTICLE 4. LEARNER OBLIGATIONS
4.1. Use of IP. The Learner must not copy, publicly display, republish, download, record, store or transmit any of the material in connection to our Services without the prior written consent of Generation Leader. The Learner may only use our Services for personal and non-commercial use or for a legitimate business purpose.
4.2. Forbidden Use. The Learner must refrain from selling, reproducing, or otherwise exploiting for any commercial purposes any part of our Services. Moreover, the Learner must not use any sequences of photographs, video, or audio separately from its accompanying content, nor remove or change any copyright, trademark, and other proprietary information appearing on such content. If you use any part of our Services in violation of this Section 4, your right to use our Services will cease immediately, and as a result, you must on our request return or destroy any of the content or materials in your possession.
4.3. No IP Transfer or Assignment. This Agreement does not convey to Learners any intellectual property rights in the Services, Skillsoft Product(s) or software, including but not limited to any rights under any patent, trademark, copyright, or trade secret. Neither the subscription and access to the Services, nor the license of Skillsoft Product(s) shall be construed to grant to Learner, either expressly, by implication, any license under any patents or other intellectual property rights belonging to Generation Leader.
4.4. Confidential Information. The Learner acknowledges and agrees that it will acquire and be exposed to technical and substantial information relating to Generation Leader’s business dealings. Generation Leader’s confidential information includes non-public information regarding features, functionality, and performance of the Services and includes the terms and conditions of this Agreement and the pricing and fee structure.
4.5. Non-Disclosure. The Learner acknowledges and agrees, without the prior written permission from Generation Leader, it shall prevent the unauthorized use or disclosure of confidential information and keep all confidential information in strict confidence and not use, copy, reproduce, give or sell it to any third party, and not use confidential information for any purpose, other than the performance of this Agreement.
ARTICLE 5. FEES, TERM AND TERMINATION
5.1. Fees. Each order summary shall have a section, consisting of the Learner’s plan, subscription term, pricing, and fee structure, and the number of licenses, as well as additional applicable terms and conditions if necessary.
5.2. Fees and Renewal. The Learner must pay to Generation Leader the applicable and agreed fees as described on https://wordpress-407626-1451838.cloudwaysapps.com. During the term of the Agreement, and when the renewal term commences, the Learner must pay Generation Leader the applicable renewal fee. The subscription to GL Core is paid monthly through recurring payments, this is set up at the time of purchase. Certified programmes and qualifications are paid through one-off payments. The Learner authorises Generation Leader to charge in the manner described on the applicable payment page. The renewal fee may be subject to an increase.
5.3. Term and Termination. We may terminate this Agreement at any time and at our sole discretion. Learners may terminate this Agreement after the minimum subscription period of two (2) months. The termination shall have effect when Learners send us a termination notification thirty (30) days before the next billing cycle starts.
5.4. Refunds and Chargeback. If you conduct a chargeback or otherwise reverse a payment, we may, in our sole discretion, immediately terminate your account. All charges we make for purchases remain non-refundable, and we never make refunds for partially used periods.
ARTICLE 6. DISCLAIMER AND INDEMNITY
6.1. Disclaimer. Generation leader makes no warranties, either express or implied, including without limitation any implied warranty of merchantability or fitness for a particular purpose. Learner accepts the service “as is,” with no representation or warranty of any kind, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, or non-infringement of intellectual property rights or any implied warranty arising from statute, performance, or usage of trade. Without limiting the generality of the foregoing, Generation Leader has no obligation to indemnify or defend Learner against claims related to the infringement of intellectual property rights. Generation Leader does not warrant that the software will perform error-free or that it will run without immaterial interruption.
6.2. Indemnification. The Learner agrees and acknowledges to indemnify and hold harmless Generation Leader, its directors, affiliates, agents, personnel and successors from and against any and all claims, losses, liabilities, compensation, costs, damages and expenses (i) incurred by the Learner as a result of any inaccuracy in or breach of the representations in this Agreement; (ii) infringement or violation of a copyright, trade secret, trademark, or confidentiality right in connection to the Agreement; (iii) injury to or death of any individual, or any loss of or damage to tangible and intangible personal property caused by the act or omission of Learner or any of its employees, contractors or affiliates; (iv) claims arising out of or in connection to Learner’s (gross) negligence, (v) claims related to unauthorized access, disclosure or exposure of personally identifiable data, leading to an individual claim, class action suit or a government fine.
ARTICLE 7. MISCELLANEOUS
7.1. Reviews and Feedback. Each Learner may review our Services externally, reflecting your opinion and informing others. The Learner acknowledges and agrees it must not share publicly in relation to Generation Leader’s company and Services any information that (i) is defamatory, obscene, offensive or punishable by the law; (ii) invade another individual’s privacy; (iii) contains confidential information.
7.2. Successors and Assigns. Learner may not subcontract or otherwise delegate or assign this Agreement or any of its obligations under this Agreement without Generation Leader’s prior written consent. Any attempted assignment in violation of the foregoing shall be null and void. Generation Leader may sublicense any or all of its obligations hereunder. Learner may not reasonably withhold Generation Leader’s right to subcontract or otherwise delegate or assign this Agreement or any of its obligations under this Agreement, provided that no consent is necessary in connection with an assignment to an affiliate or any merger, reorganisation, consolidation, sale of assets or similar transaction.
7.3. Notices. Any notice, whether required or permitted by this Agreement or not, shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by email upon acknowledgment of receipt of electronic transmission; (iv) by certified or registered mail, return receipt requested, upon verification of receipt.
7.4. Severability. Should any provisions of this Agreement be held by a court to be illegal, unenforceable, or invalid, the validity and enforceability of the remaining provisions in this Agreement shall remain in full force and effect.
7.5. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior oral and written agreements. This Agreement may only be changed or amended in writing by mutual agreement of authorized representatives.
7.6. Headings. The headings used in this Agreement are included for the benefit of the parties and shall have no effect whatsoever on the terms, or its interpretation or meaning.
7.7. Force Majeure. Generation Leader is not responsible nor liable for any delays or failures in performance from any cause beyond its control, including, but not limited to acts of God, changes to the applicable laws or regulations, embargoes, war, epidemics or pandemics, terrorist acts, acts or omissions of third party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, weather conditions or acts of hackers, internet service providers or any other third party or acts or omissions of Learner or any Authorized User.
7.8. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement other than by an authorized representative in a written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
8. Applicable Law and Competent Court
8.1. Choice of Law. This Agreement will be governed solely by the internal laws of England and Wales, without reference to any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties. Solely the civil court in London is competent to hear any claim that may arise out of, or in connection to this Agreement.