Please read these Terms and Conditions carefully. All contracts that Me Learning may enter into from time to time for the provision of courses advertised on Me Learning’s Online Shop shall be governed by these Terms and Conditions, and Me Learning will ask for the express agreement of the Purchaser to these Terms and Conditions before providing any such courses to the Purchaser.
1. Definitions used in these Terms and Conditions
1.1. In these Terms and Conditions, words and phrases with special meanings are indicated by initial capital letters and have the meanings set out in this Section 1.1:
“Charges” means the charges for the Courses, as set out in an Order Form;
“Contract” means a particular contract made under these Terms and Conditions between Me Learning and the Purchaser;
“Course Content” means the content of Courses, including the Downloadable Material;
“Courses” means the course or courses that the Purchaser has requested in an Order Form;
“Downloadable Material” means any textual, graphical, audio and audio-visual works and materials that Users are expressly invited to download as part of a Course;
“Effective Date” has the meaning given to it in Section 2.2;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);
“LMS” means Me Learning’s learning management system made available at https://melearning.university/mytraining;
“LMS User Terms” means the terms and conditions for the use of the LMS available at LMS terms and conditions and on the LMS;
“Me Learning” means Me Learning Limited, a private limited company incorporated in England and Wales with company number 05842638 whose registered office is at The Barn, Brackwell Farm, Nether Winchendon, Aylesbury, Bucks, HP18 0DS;
“Me Learning’s Online Shop” means Me Learning’s online shop made available at Ready-made courses;
“Me Learning’s Website” means the website at https://www.melearning.co.uk/;
“Order Form” means an order form produced by Me Learning’s Online Shop checkout process or an offline order form submitted by the Purchaser pursuant to Section 2.4;
“Purchaser” means the person who has purchased the Courses from Me Learning;
“Term” means the term of the Contract, commencing and ending in accordance with Section 3.1;
“Terms and Conditions” means these terms and conditions, including any amendments to these terms and conditions from time to time; and
“Users” refers to those individuals named in the Order Form, which may include the Purchaser, for whom the Purchaser has purchased the Courses.
1.2. In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to that statute or statutory provision as modified, consolidated and/or re-enacted from time to time and any subordinate legislation made under that statute or statutory provision.
1.3. The Section headings do not affect the interpretation of these Terms and Conditions.
1.4. References in these Terms and Conditions to “calendar months” are to the 12 named periods (January, February and so on) into which a year is divided.
1.5. In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
2. Order process
2.1. The advertising of the Courses on Me Learning’s Website constitutes an “invitation to treat” rather than a contractual offer.
2.2. No contract for the supply of the Courses will come into force between Me Learning and the Purchaser unless and until the procedure set out in this Section 2 has been completed (the date of such completion being the “Effective Date“).
2.3. Subject to section 2.4, to enter into a contract for the supply of the Courses, the following steps must be taken:
2.3.1. The Purchaser must place an order through Me Learning’s Online Shop by filling a virtual shopping basket and following the instructions for placing an order;
2.3.2. An order is placed when the Purchaser presses the “Buy Now” button and Me Learning receives confirmation from its payment provider that the Purchaser’s payment request has been accepted;
2.3.3. Me Learning may reject an order for any lawful reason;
2.3.4. If Me Learning accepts an order, Me Learning will send an email to the Purchaser confirming this; and
2.3.5. A contract will be formed between Me Learning and the Purchaser at the point at which Me Learning sends a confirmation email to the Purchaser.
2.4. If Me Learning and the Purchaser have discussed directly the possibility of making an order offline, the Purchaser may place an order by sending Me Learning a completed order form in paper or electronic form. In such cases, this process shall replace the steps set out in Sections 2.3.1 and 2.3.2, and Sections 2.3.3, 2.3.4 and 2.3.5 shall apply to the offline order form.
2.5. The Purchaser will have the opportunity to identify and correct input errors prior to ordering by editing the virtual shopping basket in Me Learning’s Online Shop.
3.1. The Contract shall come into force upon the Effective Date and continue in force for a period of 12 months, subject to termination in accordance with Section 11 or any other provision of these Terms and Conditions.
3.2. Unless the parties expressly agree otherwise in writing, each Order Form shall create a distinct contract under these Terms and Conditions.
4. Service provision
4.1. Me Learning shall provide the Courses and Course Content to the Purchaser in accordance with these Terms and Conditions and in accordance with the standards of skill and care reasonably expected from a leading service provider in Me Learning’s industry.
5.1. Me Learning shall make the Courses available to the Users via the LMS during the Term.
5.2. If Me Learning updates a Course during the Term, Users will be given access to the updated version.
5.3. Me Learning will take reasonable steps to ensure that the Courses are available to Users on demand, subject to the following exceptions:
5.3.1. Me Learning may in its discretion disable access to some or all of the Courses for short periods of time, for example in order to allow Me Learning to carrying out maintenance of the LMS or to update Course Content. In such cases, Me Learning will ensure that the period of time for which Courses are not available is not so substantial as to materially affect the Users’ use of the Courses (~2 hours);
5.3.2. any unavailability of the Courses due to reasons beyond Me Learning’s reasonable control, including failure of any computer network other than its own.
5.4. Me Learning hereby grants to the Purchaser a worldwide, non-exclusive and non-transferable licence for the Users to use the Courses during the Term only.
5.5. The licence granted by Me Learning to the Purchaser under Section 5.4 is subject to the following limitations:
5.5.1. the Courses may only be used by the Users; and
5.5.2. the Courses must be used in accordance with the LMS User Terms.
5.6. The Purchaser shall use reasonable endeavours to ensure that no unauthorised person may gain access to the LMS or Courses using any access credentials of the Purchaser or any User.
5.7. The Purchaser shall comply, and shall ensure that all Users comply, with the terms of the licence set out in this Section 5 and with the LMS User Terms when using the Courses. If a User other than the Purchaser causes Me Learning to suffer any loss or damage as a result of their breach of the terms of the licence set out in this Section 5 or the LMS User Terms, Me Learning may bring a claim against the Purchaser as if the Purchaser had committed the breach.
6. Downloadable Material
6.1. Me Learning shall make the Downloadable Material available to the Users via the LMS during the Term.
6.2. Subject to the payment of the applicable Charges by the Purchaser and the compliance of the Purchaser with the other provisions of these Terms and Conditions, Me Learning grants to the Purchaser a worldwide, non-exclusive and non-transferable licence for the Users to:
6.2.1. download a copy of the Downloadable Material;
6.2.2. store and view a copy of the Downloadable Material on a desktop computer, notebook computer or smartphone; and
6.2.3. print a copy of the Downloadable Material solely for the Users’ personal learning and development purposes.
6.3. The licence granted by Me Learning to the Purchaser under Section 6.2 is subject to the Users using the Downloadable Material in accordance with the LMS User Terms.
6.4. The Purchaser shall comply, and shall ensure that all Users comply, with the terms of the licence set out in this Section 6 and with the LMS User Terms when using the Downloadable Material. If a User other than the Purchaser causes Me Learning to suffer any loss or damage as a result of their breach of the terms of the licence set out in this Section 6 or the LMS User Terms, Me Learning may bring a claim against the Purchaser as if the Purchaser had committed the breach.
6.5. Me Learning warrants to the Purchaser that the Downloadable Material, when used by the Users in accordance with these Terms and Conditions and the LMS User Terms, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.
6.6. The licence set out in this Section 6 shall continue indefinitely, providing however that if any User commits any breach of the licence terms set out in this Section 6 or the LMS User Terms, Me Learning may by written notice to the Purchaser terminate the licence, with immediate effect, with respect to any or all of the Downloadable Material.
6.7. Upon the termination of the licence under this Section 6, the Purchaser must, and must ensure that each User, promptly:
6.7.1. irreversibly deletes any digital copies of the Downloadable Material in its possession or control (along with any copies created from such copies); and
6.7.2. permanently destroys any paper or other physical copies of the Downloadable Material in its possession or control (along with any copies created from such copies).
7.1. If the Purchaser has ordered the Courses via Me Learning’s Online Shop, the Purchaser will be asked to pay the Charges at the time of placing the order using one of Me Learning’s payment providers and must follow the instructions of the selected payment provider.
7.2. If the Purchaser has ordered the Courses using an offline order form, the Purchaser shall pay the Charges in accordance with the payment terms set out in the Order Form.
7.3. If the Purchaser does not pay any amount properly due to Me Learning under these Terms and Conditions, Me Learning may:
7.3.1. charge the Purchaser interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
7.3.2. if the Purchaser is not a consumer, claim interest and statutory compensation from the Purchaser pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
7.4. Me Learning may suspend the provision of any or all of the Courses if any amount due to be paid by the Purchaser to Me Learning under these Terms and Conditions is overdue.
8.1. Provided no User has started accessing any Course, the Purchaser may cancel an order within 14 days of placing it by sending an email to email@example.com and Me Learning will refund any Charges already paid.
8.2. Once a User has started using a Course, the Purchaser will not have a right to cancel the order and receive a refund.
9.1. Me Learning warrants to the Purchaser that:
9.1.1. Me Learning has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions;
9.1.2. Me Learning will comply with all applicable legal and regulatory requirements applying to the exercise of Me Learning’s rights and the fulfilment of Me Learning’s obligations under these Terms and Conditions; and
9.1.3. Me Learning has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.
9.2. The Purchaser warrants to Me Learning that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.
9.3. All of the parties’ warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract.
10. Limitations and exclusions of liability
10.1. Nothing in these Terms and Conditions will limit or exclude any liability for death or personal injury resulting from negligence or for fraud or fraudulent misrepresentation, limit any liabilities in any way that is not permitted under applicable law or exclude any liabilities that may not be excluded under applicable law, and, if a party is a consumer, that party’s statutory rights will not be excluded or limited by these Terms and Conditions, except to the extent permitted by law.
10.2. The limitations and exclusions of liability set out in this Section 10 and elsewhere in these Terms and Conditions are subject to Section 10.1 and govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
10.3. Me Learning will not be liable to the Purchaser in respect of any losses arising out of a Force Majeure Event.
10.4. Me Learning will not be liable to the Purchaser in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
10.5. Me Learning will not be liable to the Purchaser in respect of any loss or corruption of any data, database or software, providing that if the Purchaser contracts with Me Learning under these Terms and Conditions as a consumer, this Section 10.5 shall not apply.
10.6. Me Learning will not be liable to the Purchaser in respect of any special, indirect or consequential loss or damage, providing that if the Purchaser contracts with Me Learning under these Terms and Conditions as a consumer, this Section 10.6 shall not apply.
10.7. The aggregate liability of Me Learning to the Purchaser under the Contract shall not exceed an amount equal to the total amount paid by the Purchaser to Me Learning under the Contract.
10.8. Me Learning’s liability in relation to the provision of the Courses to the Users shall be limited in accordance with the disclaimers and warranty limitations set out in the LMS User Terms.
11.1. Either party may terminate the Contract by giving to the other party at least 30 days’ written notice of termination.
11.2. Either party may terminate the Contract immediately by giving written notice of termination to the other party if the other party commits a material breach of these Terms and Conditions.
11.3. Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
11.3.1. the other party is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes unable to pay its debts as they fall due, is or becomes insolvent or is declared insolvent or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
11.3.2. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
11.3.3. an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Contract); or
11.3.4. if that other party is an individual, that other party dies, that other party becomes incapable of managing his or her own affairs as a result of illness or incapacity, or that other party is the subject of a bankruptcy petition or order.
11.4. Me Learning may terminate the Contract immediately by giving written notice to the Purchaser if:
11.4.1. any amount due to be paid by the Purchaser to Me Learning under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and
11.4.2. Me Learning has given to the Purchaser at least 30 days’ written notice, following the failure to pay, of its intention to terminate the Contract in accordance with this Section 11.4.
12. Effects of termination
12.1. Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Sections 1, 6.2, 6.3, 6.4, 6.5, 6.6, 6.7, 7.1, 7.2, 7.3, 10, 12, 13 and 14.
12.2. Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Contract shall not affect the accrued rights of either party.
13.1. Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods:
13.1.1. in the case of notices to the Purchaser, sent by email to the relevant email address specified on the Order Form; or
13.1.2. in the case of notices to Me Learning, sent by email to firstname.lastname@example.org,
in which case the notice shall be deemed to be received upon receipt of the email by the recipient’s email server provided that, if the stated time of deemed receipt is not within the hours of 09:00 to 17:00 GMT/BST on a weekday other than a bank or public holiday in England (“Business Hours”), then the time of deemed receipt shall be when Business Hours next begin after the stated time.
14.1. No breach of any provision of the Contract shall be waived except with the express written consent of the party not in breach.
14.2. If any provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
14.3. Me Learning may vary the Contract by giving to the Purchaser at least 30 days’ written notice of the variation. Subject to this, the Contract may only be varied by a written document signed by or on behalf of each of the parties.
14.4. The Purchaser hereby agrees that Me Learning may assign Me Learning’s contractual rights and obligations under the Contract to any third party, provided that, if the Purchaser is a consumer, such action does not serve to reduce the guarantees benefiting the Purchaser under the Contract. Save to the extent expressly permitted by applicable law, the Purchaser must not without the prior written consent of Me Learning assign, transfer or otherwise deal with any of the Purchaser’s contractual rights or obligations under the Contract.
14.5. The Contract is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party.
14.6. These Terms and Conditions and the Order Form shall constitute the entire agreement between the parties in relation to the subject matter of the Contract, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
14.7. The Contract shall be governed by and construed in accordance with English law. If the Purchaser is a consumer, any disputes relating to the Contract shall be subject to the exclusive jurisdiction of the courts of England, except that if the Purchaser is a resident of Northern Ireland, the Purchaser may also bring proceedings in Northern Ireland, and if the Purchaser is a resident of Scotland, the Purchaser may also bring proceedings in Scotland. If the Purchaser is a business, any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England.