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Terms and Conditions of Supply of Software and Services

Introduction, summary and important notes

This agreement governs your use of Care Academy.

You should read all of this agreement before ordering a subscription for Care Academy and before using it for the first time, as by doing so you indicate your acceptance of this agreement.

This agreement should be read in conjunction with any Order Confirmation and Technical Specification documents which provide key contract details including; price and payment terms, contract start/renewal dates and site configuration.

By accepting this agreement you agree that:

You are authorised to accept it on behalf of the business entity which you represent;

This agreement governs the use by your business of Care Academy; and

You, and the business entity which you represent, will comply with all its terms.

If at any time you do not accept this Agreement, we do not permit you to use Care Academy. You may cancel your subscription within 7 days of the date of your Order Confirmation, so if you contact us within this time, we will arrange for your subscription to be cancelled, and for any relevant payments to be refunded minus any cost already incurred by us in configuring your site; please see clause 2.3 for further details.

Summary of what this Agreement says

This Agreement sets out your and our rights and obligations in relation to our provision of Care Academy and your use of it. The following is a summary of the more important clauses:

Clause 2 tells you how to purchase a subscription for Care Academy and related information and, together with clause 3, tells you how you can use it.

Clause 5 sets out your payment obligations, although more detailed information about prices and payment may be available from either Our Website or your Account Manager.

Clause 6 is important because it informs you how data will be used - because Care Academy is heavily reliant on data, the clause is quite long, but it is important you read it to understand what we will and will not do with your data. In summary it tells you how we collect your data and information, the purposes for which, and the manner in which we (and others) will use it.

Clause 7 includes an indemnity which will benefit you in the unlikely event Care Academy infringes third party intellectual property rights.

Clause 8 sets out our contractual promise (or "warranty") about the quality of the service - this is important because it sets out your contractual rights if you are unsatisfied with Care Academy.

Clause 9 is also important because it sets out the extent of our liability to you if something goes wrong.

Clause 10 describes your liability if you breach your important obligations in clauses 2 and 3.

Finally, clause 11 describes how this Agreement can come to an end, and what happens if it does.

What should you do if you have questions about Care Academy?

If you have a question about Care Academy, you may find the answer on Our Website. If not, you can contact a member of the Care Academy team by email to support@edgeworks.co.uk, or by telephoning 0330 995 0840, or using such other details as may be published from time to time.

Who are the parties to this Agreement?

This Agreement is between The Edgeworks Limited (registered number 3406606, VAT number GB 693558387) whose contact details are set out above and whose registered office is at Suite 3.03 Jactin House, 24 Hood Street, Ancoats Urban Village, Manchester M4 6WX ("Edgeworks", "we" or "us") and you, the business entity which on accepting this Agreement, will be registered to use Care Academy ("you").

Unless you are a sole trader, if you are registering to access and use Care Academy for the first time in the capacity of an employee or contractor of a separate corporate body, partnership or similar business entity, you must have the authority of that business entity to: (a) use Care Academy for that entity's business and (b) accept this Agreement on behalf of that entity. In such circumstances you confirm and warrant to Edgeworks that you are authorised in this way. If you are unsure about this, you must confirm that you have such authority with an appropriately senior manager or director or partner (or equivalent), or that this Agreement has already been accepted.

This Agreement is made in consideration of the obligations entered into (including for you to pay charges and Edgeworks to permit you to use Care Academy) and the rights granted by each of the parties.

You and Edgeworks agree as follows:

1. What do the defined terms mean?

In this Agreement, references to a "person" include an individual, sole trader, partnership, body corporate, an unincorporated association of persons and any other legal entity; technical expressions shall have the relevant meaning commonly attributed to them in the computer software business sector in the U.K.; and, in addition to the terms defined elsewhere in this Agreement, the following capitalised words shall have the following meanings:

"Affiliate" means, in relation to a legal entity, any person which Controls that entity, is under that entity's Control or is Controlled by the same person which Controls that entity, where "Control" means possessing, directly or indirectly, the ability to direct or cause the direction of the management, policies or operations of an entity, whether through ownership of voting securities, by contract or otherwise, and "Controlled" shall have a corresponding meaning;

"Go Live Date" has the meaning given in clause 2.2.3;

"End User" means any individual permitted by you to use Care Academy;

"User Account" means a unique user with access to Care Academy;

"Credit" means a pre-purchased digital token which will allow access to learning, assessment and associated technology features available within Care Academy;

"Our Website" means the current web site pages relating to Care Academy at http://your.care-academy.co.uk or at an alternative url we may provide to you;

"Care Academy" means Edgeworks service permitting the remote access and use of http://your.care-academy.co.uk, as is definitively described in the User Guide;

"Terms of Use for End Users" means the terms of use governing the use of Care Academy by End Users, a copy of the current version is attached as a schedule, and the most up to date version of which is accessible on Our Website;

"User Guide" means the technical and user guides of Care Academy which Edgeworks from time to time makes available to Users;

"Your Data" has the meaning given in clause 6.2.4;

the use of the word "including"and similar expressions will be construed as illustrative and not exhaustive;

references to a "page" mean a web site page of Care Academy, unless specified otherwise.

2. Use of Care Academy

2.1 Are there any general restrictions on use?

2.1.1 Care Academy is only intended for business use. You warrant (i.e. make a contractual promise) that you will only use Care Academy for business purposes.

2.1.2 You may only use Care Academy if your billing address is in the United Kingdom. If your billing address is not in the United Kingdom, you may not use Care Academy. For the avoidance of doubt you may access Care Academy from anywhere in the world, so long as you have a U.K. billing address.

2.1.3 You should also read clause 3.2, which describes in detail the restrictions on use of Care Academy.

2.2 How do I enter into a contract to access and use Care Academy?

2.2.1 Your Order Confirmation is Edgeworks invitation for you to order a subscription for Care Academy. You can purchase the ability to access and use Care Academy by signing your Order Confirmation or confirming your acceptance via email. By making your purchase you indicate that you accept this Agreement.

2.2.2 Your signed Order Confirmation confirms you are making a binding offer to use Care Academy in accordance with the terms of this Agreement and pay for it as detailed on your Order Confirmation. You are also indicating your acceptance of this Agreement.

2.2.3 Please note that the 'Go Live Date' for your subscription starts when we send you confirmation that your site has been configured and is available to you. At this time the subscription contract (governed by this Agreement) relating to your use of Care Academy comes into effect, creating a binding obligation on you and Edgeworks. In this Agreement this date is referred to as the 'Go Live Date'. The contract will be concluded in English; please see clause 12.1 for further details.

2.2.4 All of our subscriptions will be for a 12 month period unless specified in your Order Confirmation.

2.2.5 All subscriptions will be subject to minimum purchase applicable at time of Order Confirmation.

2.2.6 Payment terms for your subscription will be clearly marked on your Order Confirmation.

2.3 Can I cancel my subscription for Care Academy?

You may cancel your subscription within 7 days of the date on your Order Confirmation. To do so you should contact us via email or in writing. If you cancel your subscription in this way, we will refund to you any relevant payments you have made to us, minus any cost already incurred by us in configuring your site.

2.4 Will the completed Order Confirmation be stored and made available by Edgeworks?

We will ordinarily keep a separate record of the contract relating to your specific subscription for Care Academy, so a copy will be available from us. We will keep general archives of our subscription agreements for Care Academy, terms of use for end users and other relevant documentation and records, in case any queries arise in the future.

2.5 How can you use Care Academy once you have paid for the ability to use it?

2.5.1 For so long as you pay the applicable charges, you may permit the agreed number of End Users to access and use the relevant subscription for Care Academy. You agree to ensure that those End Users comply with this Agreement. Those End Users must only use the relevant subscription for Care Academy as follows:

for their own (or their employer's) training, compliance and related purposes;

as permitted by and subject to the terms of this Agreement;

as described in the User Guide;

in the course of their (or their employer's) own business; and

with their own (or their employer's) data only.

2.5.2 Each user requires a User Account in order to access Care Academy. Sharing of a User Account is strictly prohibited. Any client or individual found contravening this clause will have their account suspended without refund.

2.5.2.1 A Credit provides for strict personal use and is not transferable or refundable except as provided for in 2.5.2.4.

2.5.2.2 A credit fee becomes payable when a credit is assigned irrespective of whether it is accessed or completed.

2.5.2.3 A credit will remain available for use during the specified subscription period.

2.5.2.4 Credits assigned but not accessed during the specified subscription period will be automatically credited back to your account provided the End User employment status has been marked as 'ex-employee'. These credits will be termed 'recycled' credits.

2.5.2.5 Subject to 2.5.2.4 credits assigned under one subscription cannot be recycled under a subsequent subscription.

2.5.3 If an End User is not the employee of a subscriber for Care Academy, that subscriber must ensure that such End User (a) complies with the Terms of Use for End Users and (b) uses the relevant data in Care Academy in accordance with that subscriber's instructions.

2.6 Early termination

2.6.1 Subject to your right to cancel as described in clause 2.3 and the rights to terminate early as described in clause 11, you may terminate access to your site at any time by giving us at least 30 days written notice. You may communicate such notice by emailing accounts@edgeworks.co.uk, or by writing to the Edgeworks at the address given at the beginning of this Agreement. We will acknowledge such notice by sending an email to your key contact. If you do not receive such email within two working days, or receive it but no longer wish to terminate this Agreement, please contact us immediately.

2.6.2 During your 30 days termination period, it is your responsibility to ensure no additional credits in excess of your credit limits are assigned. You will be liable to pay for any over usage at our standard rates.

2.6.3 Upon receipt of your early termination request, where applicable, we will issue an invoice for the balance of payments due under your subscription. For the avoidance of doubt, there is no option to refund all or part of any payments on account or monthly instalments applicable to your subscription price and all remaining payments will become payable with immediate effect.

2.7 How can I renew my subscription?

2.7.1 Subscription renewal terms must be agreed prior to the anniversary of your Go Live Date.

2.7.2 Subject to 2.5.2.1 through 2.5.2.5 any unused credits will automatically be added to your renewal subscription. If no subscription is purchased, unused credits will not be available and your site will be locked as per 11.4. For the avoidance of doubt, no refund will be payable under this scenario.

3. What are your obligations?

3.1 You agree to:

3.1.1 ensure that your details given in relation to your use of Care Academy are true and accurate ;

3.1.2 comply with the terms of this Agreement and to use Care Academy as described in the User Guide;

3.1.3 notify us if at any time you become aware of any unauthorised use of the user names and/or passwords of your End Users, or any other security issue with Care Academy, and to co-operate with Edgeworks to the extent reasonably necessary to rectify that situation;

3.1.4 comply with the Terms of Use for End Users, and agree to ensure that the End Users who access Care Academy on your account do so;

3.1.5 only store the maximum amount of data, if any, as may be described from time to time on Our Website, in the User Guide or as advised by your Account Manager. If at any time you exceed the amount of any specified limit, for so long as you do so, Care Academy may charge you at its then standard rates for additional storage.

3.2 Except as expressly permitted by another clause of this Agreement or by separate arrangement with us, you agree not to and agree to ensure that no End Users:

3.2.1 permit any other person, directly or indirectly, to access, use or otherwise exploit the right and ability to use Care Academy in any way, including by permitting Care Academy to be either (a) re-sold, distributed, sublicensed, loaned or provided to others in a similar way; or (b) used as a hosted, bureau, outsourcing, or similar service;

3.2.2 use or copy (irrespective of the extent of copying) the whole or any part of the graphic user interface or content of Care Academy for incorporation into or the development of any software or other product or technology.

4. What are Edgeworks obligations?

4.1 We will provide Care Academy, including technical support, as described in the User Guide. You can contact a member of Care Academy technical support team by emailing via your 'Helpdesk' account, or using learning@edgeworks.co.uk or by telephoning 0330 995 0840, or by using such other contact details as we may publish from time to time.

4.1.1 All Account Management will be provided via email, telephone or webinar session. Requests for client meetings will be charged at our standard daily rate plus reasonable travel expenses.

4.2 We will automatically update the technology behind Care Academy from time to time, so you do not have to pay any additional charges for updates or upgrades.

5. Payment of charges

5.1 Subject to early termination payments detailed in 2.6.3, you agree to payment of charges as detailed on your Order Confirmation.

5.1.1 Payment options include full pre-payment or monthly instalments. For avoidance of doubt, monthly instalments are not system 'rental' payments and in no way should they be deemed separate, pro-rata charges. The total fee indicated on your Order Confirmation remains payable at all times irrespective of the payment terms or early termination requests.

5.1.2 We reserve the right to restrict access to Care Academy if you fail to make payments in line with your Order Confirmation.

5.2 We may change the charges for using Care Academy at any time, by giving notice of such change on Our Website or directly to you.

6. How is information collected, used, stored and otherwise treated?

6.1 We collect, and you supply to us, such information as we request from you via Our Website, mail, email or telephone, as is specified in the User Guide and such other information as we may from time to time reasonably request. You warrant (i.e. make a contractually binding promise) to the best of your knowledge that this information is true and accurate.

6.2 You agree to our use, storage and disclosure of information and data as described in clauses 6.2.1 to 6.2.7. For the purpose of this clause 6, the terms "Personal Data", "Processing", "Data Processor" and "Data Controller" have the meanings given to them in the Data Protection Act 1998 (in this clause 6, the "DPA"). At the time of writing this Agreement, those definitions were available here: http://www.legislation.gov.uk/

6.2.1 At all times both of us will comply with our obligations under the DPA in relation to Personal Data. We will use contact details and other information which you provide to us, including your End Users' Personal Data, for performing our rights and obligations in this Agreement and for performing our legal obligations. We may also use it to contact you, via your relevant or nominated personnel, about our other relevant products and services, and to conduct research about our customers. That contact may be made via our contractors. You acknowledge that there is certain information that we must use in order to be able to provide the Care Academy, including names, email addresses and passwords of your End Users. If for any reason we are not permitted to use such information, we may not be able to perform our obligations in this Agreement. You acknowledge that in such circumstances you will still be obliged to pay our charges, and you will only be able to terminate this Agreement in accordance with clauses 2.6 and 11.

6.2.2 The main ways in which we will contact you will be by telephone, email, via Our Website and by post. If at any time you do not want us to contact you in any of these ways, you should contact us so that we can update your communication preferences.

6.2.3 We will only use your End Users' Personal Data for our own purposes relating to providing Care Academy, with each such End User's consent for the purposes described in clause 6.2.1, and in the manner described in clause 6.2.2.

6.2.4 We will only use your company data ("Your Data") stored via Care Academy to the extent necessary for us to provide Care Academy. We acknowledge that Your Data is your proprietary and confidential data and that under no circumstances may we exploit that data for our own purposes not specifically relating to providing you Care Academy. We shall ensure appropriate operational and technical measures are in place to safeguard against any unauthorised access, loss, destruction, theft, use or disclosure of Your Data and, having regard to the state of technological developments and the cost of implementing any measures, the measures must ensure a level of security appropriate to the harm that might result from unauthorised or unlawful processing or accidental loss, destruction or damage. In addition if required, we will provide to you assurance in respect of the security of Your Data processed by us as may be reasonably required by you to comply with your obligations under the DPA.

6.2.5 Subject to clause 6.2.4, you agree that we may track and record the manner in which you, and your End Users, use Care Academy, for example to find out how much storage space you use, for how long each End User logs on, and other ways in which Care Academy are used. Examples of reasons we would do this include: to enable us to improve Care Academy, for the purposes described in clause 6.2.1. Under no circumstances will we provide Personal Data collected in this way (if any) to third parties unless required to do so by law.

6.2.6 The information which you submit and store via Care Academy may be stored on Edgeworks computer servers located in Maidstone, which servers are controlled and managed by our Affiliate. We comply with UK and EU legislation relating to our export of data from the European Economic Area, and have taken steps to ensure that our Affiliate provides the required level of protection for your Personal Data. Neither we nor our Affiliate shall under any circumstances transfer your Personal Data outside the European Economic Area unless authorised in writing to do so by you.

6.2.7 We may disclose your contact and other relevant information (including Personal Data of your End Users, if necessary) to our Affiliates and contractors who assist us (and our Affiliates) to provide Care Academy.

6.2.8 You agree to bring the Terms of Use for End Users to the attention of your End Users, to help ensure that they understand and consent to our use of their information, including Personal Data. This is so that we may provide the Care Academy to them on your behalf.

7. Information about Care Academy intellectual property rights and indemnity

7.1 The intellectual property rights in Care Academy are our or our licensors' property. The service comprising Care Academy is protected by law and international treaty. We reserve (for ourselves and our licensors, as appropriate) all rights not expressly granted by this Agreement and you agree that at all times the copyright and any other intellectual property rights in Care Academy are and will be owned by Care Academy and its licensors, as appropriate.

7.2 Care Academy may incorporate technical and other protective measures designed to prevent unauthorised and/or illegal use of Care Academy. You agree to the incorporation of any such measures in Care Academy.

7.3 We indemnify you against any and all liability, loss, damage, reasonable costs and expenses (including reasonable legal fees) which you may incur as a result of any claim or action brought against you by a third party alleging that your authorised and proper use of Care Academy under this Agreement infringes the intellectual property rights of such third party. If that happens, you must take reasonable steps to mitigate any loss which you suffer or incur.

7.4 If in our reasonable opinion Care Academy are likely to become or do become the subject of a claim of infringement of a third party's intellectual property rights, we may elect to either;

7.4.1 obtain the right for you to continue using Care Academy as permitted under this Agreement; or

7.4.2 modify or replace the infringing part of Care Academy so as to avoid the infringement or alleged infringement, without materially reducing the functionality or performance of Care Academy.

7.5 If having used all reasonable endeavours we cannot achieve either of the circumstances referred to in clauses 7.4.1 or 7.4.2 on reasonable terms, and you give us a written notice to do so, we will promptly refund to you all charges paid by you for using Care Academy from the date of the actual or likely (in our reasonable opinion) infringement of that third party's intellectual property rights, when this Agreement including your right to use Care Academy will automatically terminate.

7.6 You must;

7.6.1 promptly notify us of any claim or threatened claim concerning your use of Care Academy;

7.6.2 not independently defend or respond to such claim or threatened claim; and

7.6.3 reasonably co-operate with us in the defence of any such claim or threatened claim, subject to our payment of your third party costs incurred in providing such cooperation.

7.7 The indemnity in clause 7.3 shall not apply to any claim:

7.7.1 which arises as a result of your use of Care Academy other than as permitted by this Agreement or as approved by us in writing; or

7.7.2 if, in relation to that claim, you do not comply with clause 7.6.

7.8 This clause 7 states your exclusive remedy in connection with any claim or threatened claim in relation to the intellectual property rights of a third party.

8. What warranties and disclaimers apply to Care Academy?

(You should ensure you understand this clause)

8.1 Subject to clauses 8.3 and 9.2.2, we warrant that: Care Academy will give the functionality and levels of service as described in the User Guide, when used in accordance with it.

(a) We have the right to enter into this licence and to grant to you a licence or sub-licence to use Care Academy as contemplated by this licence;

(b) Care Academy will conform in all material respects to the User Guide and be free from defects;

(c) Care Academy and the media on which Care Academy is delivered (if applicable) is free from viruses and other malicious code;

(d) the media on which Care Academy is delivered under this licence will be free from defects and the content will be fully up to date; as is reasonably practicable.

(e) we have not included or used any Open-Source Software or any libraries or code licensed from time to time under the General Public Licence (as those terms are defined by the Open Source Initiative or the Free Software Foundation) or anything similar in, or in the development of, Care Academy, nor does Care Academy operate in such a way that it is compiled with or linked to any of the foregoing;

To the maximum extent permitted by law, the warranty in this clause 8.1 is exclusive and instead of all other terms, warranties, representations and conditions, express or implied, statutory or otherwise, relating to our provision of Care Academy.

8.2 The warranty in clause 8.1 shall not apply to any warranty non-compliance which does not have a material effect on functionality and/or levels of service, nor shall it apply to the extent that any non-compliance arose or was exacerbated by any:

8.2.1 use of Care Academy other than in accordance with this Agreement; or 9.2.2 circumstances beyond our control, including any interruption to or failure of any website, computer and/or telecommunications services not provided by us, including the Internet. For the avoidance of doubt, it is expressly agreed that any such circumstances which a prudent and diligent party could have avoided with reasonable foresight shall not be deemed to be circumstances beyond that party's control.

8.3 If you believe our provision of the Care Academy does not conform to the warranty in clause 8.1, you should notify us in accordance with clause 12.9. We will then attempt to verify such non-conformance, and if we successfully do so, we will use our reasonable endeavours to modify Care Academy to correct that non-conformance. If we are not able to do so, we will refund you the charges you paid for any future period of use of Care Academy. We will calculate such refund pro rata to the nearest day, from the date we receive your notice of non-conformance to the end of the period for which you have paid. This Agreement will terminate automatically when you receive such refund, when clauses 11.4 to 11.6 will apply.

These are your sole and exclusive remedies in the event of a breach of the warranty in clause 8.1.

8.4 We do not warrant that: (a) Care Academy will meet your requirements; (b) operation will be uninterrupted, or error or bug free; (c) their results of use will be correct, accurate or reliable; or (d) any defects in the Care Academy can or will be corrected.

8.5 You acknowledge that, subject to clause 9.1, no oral or written communications by or on our behalf shall create a warranty or in any way increase the scope of the above warranties.

9. To what extent is Edgeworks liable for providing Care Academy?

(You should ensure you understand this clause)

9.1 Nothing in this Agreement shall exclude or limit our (or any Affiliate's or licensor's) liability for (a) fraud, (b) death or personal injury arising out of our (or any Affiliate's or licensor's) negligence or (c) any warranty about title or uninterrupted possession implied by statute (d) any indemnity claims made by you against us in accordance with clause 7.3; (e) any claims made by you against us as a result of our breach of clause 6.

9.2 Subject to clause 9.1, in no event will we, any Affiliate, you or any licensor be liable for:

9.2.1 lost income, lost profits or lost business, wasted time, anticipated savings, lost goodwill, third party costs and charges, or any business interruption, in each case whether caused directly or indirectly; or

9.2.2 any circumstances arising out of or in connection with the Internet, any third party or your telecommunication service, third party or your computer system, and/or associated or supporting systems not provided by us and used by you to use or otherwise access Care Academy.

9.2.3 any connectivity issues caused by your computer systems and/or any systems not provided by us and used by you to use or access Care Academy.

9.2.4 any indirect, consequential, incidental or special damage, however caused and whether arising under contract, tort including negligence, statute or otherwise, even if a party knew or ought to have known of such potential liability.

9.3 Subject to clauses 9.1 and 9.2, our (and any Affiliate's and licensor's) each party's total liability shall not exceed the lower of: (a) 100% of charges actually paid by you to use Care Academy in the year prior to the date the circumstances causing such liability first arose, or (b) ten thousand pounds sterling.

9.4 The limitation of liability in this clause 9 has been calculated to be proportionate to the charges paid by you to use Care Academy and takes into account the fact that it is not within our control how and for what purposes you use Care Academy.

10. How are you liable for using Care Academy?

You agree to indemnify us and keep us indemnified against all costs (including the costs of enforcement), expenses, liabilities (including any tax liability), injuries, direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of data, loss of business, depletion of goodwill and loss similar to all the preceding types of loss), damages, claims, demands, proceedings or legal costs (on a full indemnity basis) and judgments which we incur or suffer arising out of or in any way connected with any breach by you of clauses 2.1, 2.5 and 3.

11. How may this Agreement be terminated?

11.1 This Agreement (including your right to use Care Academy) will automatically (i.e. without notice) and immediately terminate if you are unable to pay your debts (within the meaning of section 123 of the Insolvency Act 1986) or you become insolvent, bankrupt or cease to trade or exist (for example if a partnership, you are dissolved), or an order is made or a resolution passed for your liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of your assets, or you enter into or propose any composition or arrangement with your creditors generally, or any person seeks a moratorium in respect of you under schedule A1 of the Insolvency Act 2000, or similar circumstances occur to you in any jurisdiction.

11.2 Either party may terminate this Agreement at any time by written notice, effective immediately, if the defaulting party:

11.2.1 materially breaches any term of this Agreement and either that breach is incapable of remedy or has not remedied within thirty days after receiving written notice from the non-defaulting party requiring it to be remedied; or

11.2.2 fails to pay when due any charges payable to us or stop paying to use Care Academy.

11.3 You may also terminate this Agreement as described in clause 8.3.

11.4 Upon termination of this Agreement however caused we will stop your ability to access Care Academy, so that you will no longer be able to access and use Care Academy. You acknowledge that you may no longer be able to access Your Data via Care Academy from this time.

11.5 Except in the circumstances described in clauses 11.1 to 11.3, if this Agreement is terminated and you notify us at the time of notice of termination that you require a copy of Your Data and follow the requirements set out in the User Guide, we will provide you with a copy of Your Data in the manner described in the User Guide If we terminate this Agreement in accordance with clause 11.1 or 11.2, we may irretrievably delete Your Data from the effective date of termination.

11.6 You acknowledge that if you ask us to give you a copy of Your Data after the date of termination of this Agreement, that (a) it is possible that we may have deleted Your Data, so not be able to provide it to you; and (b) we may charge you a reasonable fee for providing the service of recovering, copying and sending Your Data to you.

11.7 Any termination of this Agreement will not affect any accrued rights or liabilities of either party, nor shall it affect the coming into force, or the continuance in force, of any provision of this Agreement which is expressly or by implication intended to come into force or continue in force on or after termination.

12. What are the general terms?

12.1 To the maximum extent permitted by law and to the extent consistent with validly entering into a binding agreement, the controlling language of this Agreement is English as spoken in the United Kingdom and any translation you have received has been provided solely for your convenience. In the event you have entered into this Agreement by means of the display of a translated version of this Agreement in a language other than English, you may request an English language version of this Agreement by notice to us. To the maximum extent permitted by applicable law, all correspondence and communication between you and Edgeworks under this Agreement must be in English.

12.2 If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of this Agreement which will remain in full force and effect. If any provision of this Agreement is so found to be invalid or unenforceable but would cease to be invalid or unenforceable if some part of the provision were deleted, the provision in question will apply with such modification as may be necessary to make it valid and enforceable.

12.3 No failure or delay of either party to exercise any rights or remedies under this Agreement shall operate as a waiver of that failure or delay, nor shall any single or partial exercise of the same or other rights or remedies prevent any further or other exercise of the same or other rights or remedies, nor shall any waiver of any rights or remedies with respect to any circumstances be constructed as a waiver of those rights or remedies with respect to any other circumstances.

12.4 This Agreement constitutes the entire agreement between you and us with respect to your access and use of Care Academy, and supersede all documentation, information and other communications (in each case whether spoken or written) between the parties with respect to such access and use. You acknowledge that in entering into this Agreement you have not relied on any documentation, information, representation, warranty, collateral contract or other assurance (except those set out in this Agreement) made by us or on our behalf before the date you accepted this Agreement. You waive all rights and remedies which, but for this clause might otherwise be available to you in respect of any such representation, warranty, collateral contract or other assurance. Every sentence of this clause is subject to clause 9.1.

12.5 From time to time we may modify this Agreement by notifying you in accordance with clause 12.9 that it has been modified. You agree to immediately read such modified terms and, if you agree to them, you will indicate your acceptance of them by continuing to use Care Academy. If you do not accept such modified terms, you should contact us using the contact details given at the beginning of this Agreement to discuss the situation. If you do not accept such modified terms, you may terminate this Agreement, by giving us written notice. This will take effect at the next billing period. Until then, the unmodified terms shall apply to your use of Care Academy. Only one of our directors (or their nominee notified to you) is authorised to make any additional representations, commitments, or warranties binding on us.

12.6 We do not recommend or endorse any other entity, including any third parties who make Care Academy available to you - if you wish to engage with such an organisation, you should investigate its experience, skills and qualifications. No third party is appointed or authorised by us as our servant or agent, nor has any authority, either express or implied, to amend this Agreement, or to enter into any contract, provide any representation, warranty or guarantee with or to you on our behalf, or otherwise make commitments for us in any way whatsoever. Subject to clause 9.1, you agree that we will not be responsible for any act or omission of any third party, including any services provided by it in relation to Care Academy, including any administration of it.

12.7 Subject to clause 9.1, we shall not be liable for and shall be excused from any failure to perform our obligations in this Agreement due to causes beyond our reasonable control.

12.8 Nothing in this Agreement shall confer on any third party any right or benefit under the Contracts (Rights of Third Parties) Act 1999, except that the benefit of clause 9 may be exercised by the relevant third parties, provided that this Agreement may be terminated and varied without those third parties' consent.

12.9 Your day to day communication with us must be via the contact details given in this Agreement and the Documentation (or any new details which we subsequently notify to you) and ours to you must be via those details given when you signed up to provide the Care Academy (or any new details which you subsequently notify to us). We will each use the appropriate communication medium including e-mail, and in the case of us communicating with you, by publishing notices on Our Website. All formal notices given under this Agreement shall be in writing including email. If sent by mail, formal notices shall be sent (if within the UK) by first class pre-paid post or (if within the UK or overseas) by courier of international repute and addressed: (a) if to Edgeworks to its registered office at Suite 3.03 Jactin House, 24 Hood Street, Ancoats Urban Village, Manchester M4 6WX, for the attention of the Managing Director (email: care-academy@edgeworks.co.uk); and (b) if to you, to the details you gave when you registered to use the Care Academy. Communication of formal notices under this Agreement addressed specifically to either of us will be effective on actual receipt by the intended recipient.

12.10 This Agreement is subject to the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

Edgeworks Limited

Registered Office Address: Suite 3.03 Jactin House, 24 Hood Street, Ancoats Urban Village, Manchester M4 6WX

Company Registration Number: 3406606

VAT number: GB693558387

Telephone: 0330 995 0840

Email: care-academy@edgeworks.co.uk

Website: www.edgeworks.co.uk www.care-academy.co.uk

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