CIWM e-Learning Hub Terms of Service

  1. Welcome and Introduction

 1.1     Welcome to ciwmhub.ciwm.co.uk (the “website.”) The website is operated jointly by CIWM Enterprises Ltd (CIWM Enterprises) and Cloud Sustainability Ltd (Cloud Sustainability) together referred to as “our”, “we” or “us.” CIWM Enterprises is a limited company with company number 02731563 having its registered office at 9, Saxon Court, St. Peters Gardens, Marefair, Northampton, NN1 1SX. Cloud Sustainability is a limited company with company number 06863577 having its registered office at Leeds Innovation Centre, 103 Clarendon Road, Leeds, West Yorkshire, LS2 9DF.

1.2     CIWM Enterprises Ltd is a wholly owned trading subsidiary of the Chartered Institute of Wastes Management (CIWM), a company incorporated by Royalty Charter with number RC000777. CIWM’s registered office is 9, Saxon Court, St. Peters Gardens, Marefair, Northampton, NN1 1SX.  Please note that CIWM is not a party to these terms and is not an operator of this website.

1.3     These terms and conditions of service govern your use of the online products and services available for purchase on the website.

1.4     These Terms relate to your use of our on-line environmental information service offered from the Hub or other URL from which such service is accessible (the “Website”) which, depending on our fee arrangements with you, may include access to any of our e-learning or software resources, available on a trial, subscription or on a ‘pay as you go’ basis (the “Service(s)”). The Website includes our proprietary platform and all its underlying technology (including all  hardware, middleware, software, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible and intangible technical material or information) made available to you by us in providing the Service, Our Service provides you with access to content and tools in areas of sustainability that include waste managementcarbon and energy, environmental management systems, sustainable procurement, and corporate social responsibility to help you build your knowledge and assist you in becoming self-sufficient in all aspects of sustainability management. It also includes any ancillary online or offline products and services provided to you by us, to which you are being granted access under this Agreement.

1.5     In order to access the Hub you must register an ‘Account’ with us. By setting up an Account, providing your relevant details and ticking the box next to these Terms you shall be deemed to have accepted these Terms in full. We shall send you a confirmatory e-mail to confirm an Account has been set-up. These Terms and Conditions of Service, the Website Terms of Use (www.ciwmhub.ciwm.co.uk/t/termsofuse) and our Privacy and Cookie Policy (www.ciwmhub.ciwm.co.uk/t/privacy-cookies-policy) form a legally-binding contract between Cloud Sustainability, CIWM Enterprises and you (the “Agreement”). Therefore, by agreeing to these Terms you consent to the collection, use and storage of your information as described in our Privacy & Cookies policy. The provisions of these Terms may be superseded by expressly designated legal notices, terms located on particular pages of the Hub, within the Online Shopping Basket or in respect of particular Output. Those elements of the Service named “Waste Expert ‘Learn’”, “Waste Expert ‘Comply’”, “Waste Expert ‘Improve’”, “First Steps in Sustainability and CSR” and “Best Practice Management of Healthcare Waste” are made available to you by or on behalf of Cloud Sustainability. Those elements of the Service named “Waste Smart Certificate”  and “Waste as a Resource” are made available to you by or on behalf of CIWM Enterprises Ltd. THESE TERMS APPLY TO YOU IRRESPECTIVE OF WHETHER OR NOT YOU ARE USING THE SERVICE TO ACCESS AND USE CLOUD SUSTAINABILITY OUTPUT OR CIWM ENTERPRISES OUTPUT AND THEY GIVE BOTH CLOUD SUSTAINABILITY AND CIWM ENTERPRISES THE RIGHT TO TAKE ACTION AGAINST YOU TO ENFORCE THESE TERMS IF YOU ARE IN BREACH OF THEM.

1.6     Once you have registered an Account you may use the Service. Some elements of the Service may be offered on a trial basis where access and use of the Service and related content is provided for free until such time as we notify you we wish to charge for the Service. You may use your Online Shopping Basket to place orders on a ‘pay as you go’ basis or by subscribing to different packages allowing you to access certain types of content that we charge for. You may place e-learning, software resources or subscriptions in your Online Shopping Basket and by providing the payment details required within your Online Shopping Basket you place an order with us. Once your order has been submitted and it is accepted by us we shall send you a confirmatory e-mail to confirm your order.

1.7     We may update these Terms from time to time for legal or regulatory reasons or to allow the proper operation of the Service. Any changes will be notified to you via the e-mail address provided by you on registration or via a suitable announcement on our website. The changes will apply to the use of the Service after we have given notice.

PLEASE NOTE THAT DIFFERENT TERMS AND CONDITIONS OF SERVICE APPLY TO DIFFERENT PRODUCTS MADE AVAILABLE THROUGH THE CIWM KNOLWEDGE HUB. PLEASE SELECT THE SPECIFIC PRODUCT YOU WISH TO PURCHASE FROM THE MENU BELOW TO LINK TO THE RELEVANT TERMS AND CONDITIONS:

PRODUCTS OWNED BY CLOUD SUSTAINABILITY LIMITED:

Waste Expert “Learn”

Waste Expert “Comply”

Waste Expert “Improve”

Introduction to Sustainability and CSR

Safe Management of Healthcare Waste

Introduction to Healthcare Waste Management

First Steps in Carbon Management 

PRODUCTS OWNED BY CIWM ENTERPRISES LIMITED

Waste Smart Certificate

Waste as a Resource

Introduction to Waste Legislation - The Journey of Waste

 

Cloud Sustainability – Terms and Conditions of Service and Subscription Agreement

PLEASE NOTE THAT THESE TERMS AND CONDITIONS OF SERVICE APPLY TO THE FOLLOWING PRODUCTS:

 

Waste Expert “Learn”

Waste Expert “Comply”

Waste Expert “Improve”

Introduction to Sustainability and CSR

Safe Management of Healthcare Waste

Introduction to Healthcare Waste Management

First Steps in Carbon Management

 

1. Introduction

1.1 These terms and conditions of service (the “Terms”) relate to your use of our on-line environmental information service offered from our website at www.cloudsustainability.com or other URL from which such service is accessible (the “Website”) which, depending on our fee arrangements with you, may include access to either our ‘Learn’, ‘Comply’ or ‘Improve’ resources on a subscription or ‘pay as you go’ basis (the “Service”). Our Service provides you with access to content and tools in areas of sustainability that include waste managementcarbon and energy, environmental management systems, sustainable procurement, and corporate social responsibility to help you build your knowledge and assist you in becoming self-sufficient in all aspects of sustainability management. It also includes any ancillary online or offline products and services provided to you by us, to which you are being granted access under this Agreement, including access to our Technology and the Output as selected on the relevant Order Form.

1.2 Whether or not you use the Service as an individual, as an employee of our client or as an authorised user of our client, use of the Service is subject to these Terms and an Order Form when that Order Form has either: (a) been signed and dated by you and then by us to confirm an account has been set-up; or (b) been submitted and then accepted by us on-line by our sending you a confirmatory e-mail to confirm an account has been set-up. In either instance, the Order Form, these Terms and our Privacy and Cookie Policy then form a legally-binding contract between us and you (whether you are an individual, an employee of our client, a student of our client or another authorised user of our client)(the “Agreement”). Where there is any inconsistency between the provisions of these Terms or an Order Form, then the terms of the Order Form shall prevail.

1.2 We may update these Terms from time to time for legal or regulatory reasons or to allow the proper operation of the Service. Any changes will be notified to you via the e-mail address provided by you on registration or via a suitable announcement on our website. The changes will apply to the use of the Service after we have given notice.

2. Definitions: In these Terms the following expressions shall have the following meanings:

2.1 “Account” means the account that is set up for the Client and through which the Client can access and use the Service using its own unique user ID and password;

2.2 “Authorised User” means each individual user who Cloud Sustainability has authorised to access and use the Service;

2.3 “Client” means the client specified in the Order Form with “User” or “you” meaning: (a) the Client (if the Client is an individual or sole trader); or (b) both the Client and each Authorised User if the Client is a company or other legal entity with each Authorised User being one employee or full-time student of the Client;

2.4 “Client Administrator” means the User designated as such by the Client or as otherwise notified in writing by the Client to us;

2.5 "Client Data" means any content, data, information or material that you input onto the Website using your Account in the course of using the Service including compliance information and financial data relating to your own waste management and sustainability strategies;

2.6 “Effective Date” means the date on which either the Client or as an Authorised User (as applicable) first uses the Account to access  the Service;

2.7 "Fees" means the fees to be paid by the Client to us as set out in the relevant Order Form and which may be calculated on: (a) an annual subscription ‘per User per package’ basis; or (b) on a ‘pay as you go’ basis where you are charged each time you wish to access and use any Output;

2.8 "Intellectual Property" means patent rights (whether in inventions or processes), design right, copyright, trade mark rights (including the right to use domain names and social media handles and any goodwill and reputation in any mark), rights in confidential information (including know-how and trade secrets, and any and all other intellectual property rights and sui generis rights (whether now subsisting or in the future created) both in the United Kingdom and all other countries of the world for the full period for which those rights subsist (including any and all extensions and renewals and all vested, future and contingent rights and rights under licences) and all applications for the foregoing;

2.9 “Licence Period” means the period of time for which you can access and use the Website and receive the Service and made up of the ‘Initial Period’ and then further ‘Renewal Periods’, and as further defined and described in Condition 3.2;

2.10 "Order Form" means Cloud Sustainability's order form that is made available either: (a) in paper form and appended to these Terms; or (b) in on-line form to be viewed and completed by you via the Website;

2.11 "Output" means the audio and visual information, documents, software, data, content and other material making up the products and services contained or made available to you by Cloud Sustainability (and/or its licensors) via the Website in the course of your use of the Service;

2.12 "Platform" means our proprietary platform and all its underlying technology (including the Website and all  hardware, middleware, software, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible and intangible technical material or information) made available to you by us in providing the Service.

3. Grant of Access and Licence and Service Levels

3.1 You are hereby granted a non-exclusive and non-transferable right to use the Service to the extent the Service has been selected and paid for, solely for: (a) your own use as an individual; and (b) the internal UK business purposes of any business on whose behalf you are authorised to use the Service, in all cases subject to these Terms.

3.2 The right of access and licence granted to you to access and use the Website and benefit from the Services will, subject to earlier termination in accordance with Conditions 5 and/or 8, start on the date on which you pay our first invoice for the Service and continue until the anniversary of the Effective Date (the “Initial Period”).  The Licence Period will then, subject to earlier termination in accordance with Conditions 5 and/or 8,  automatically renew for further 12 month periods (each a “Renewal Period”) unless the Client shall give at least 3 months’ prior written notice terminating this Agreement prior to the expiry of the Initial Period or any Renewed Period.

3.3 The Client shall procure that all Users are made aware of and comply with the Agreement and, in particular the Terms relating to access to our Website, Technology and Output in this Condition 3. The Client acknowledges and agrees that the Client is solely responsible for each of User’s use of our Website, Technology and Output and shall be liable to Cloud Sustainability for any damage or loss Cloud Sustainability suffers as a result of any User’s breach of these Terms.

3.4 In relation to our Website you shall not:

(a) license, sub-license, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available in any way to any third party the Service or the Output;

(b) deploy within our Website any spider, robot, web crawler or other automated query program; 

(c) re-use and/or aggregate any content or material available via the Website in the provision of a commercial service; 

(d) introduce Client Data that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; 

(e) introduce Client Data that Cloud Sustainability deems to be irrelevant to the Service; 

(f) introduce Client Data or otherwise use the Website and the Service in any way that Cloud Sustainability deems to constitute or encourage conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; 

(g) attempt to reverse compile, disassemble, reverse engineer or otherwise  reduce to human-perceivable form our Website, Technology or Output, except as may be allowed by any applicable law; 

(h) attempt to obtain, or assist others in obtaining, access to or taking content from our Website, Technology or Output, other than as provided under this Condition 3.

(i) In relation to you and your Users:- 

(i)      access to our Website when licensed on a subscription-basis shall be limited to the number of individual Users listed in the Order Form. If you wish to increase the number of Users you must notify us and pay our then current additional user subscription fee for each additional User; 

(ii)     the rights granted under this Condition 3 are granted to you and your Users only for the purposes of your business as carried on at the address given in the Order Form. They shall not be considered granted to any of your other offices, business divisions, subsidiaries, group or holding companies. Each User must complete our registration procedure and must be (and remain whilst the Contract continues) either your full-time employee working exclusively at your office within your business or, if a student, a full-time student enrolled on a course with you. If any User ceases to work exclusively within your office for your business or ceases to be a student enrolled on a course with you, you must notify us so that we can terminate that User’s registration and, if you so request, transfer the registration to another full-time employee working exclusively at your office within your business or another full-time student (as the case may be);

(iii)    you shall maintain a list of current Users and you shall provide such list to us on request;

(iv)   you shall keep passwords secure

(v)    if you discover that our Website is being accessed and used by third parties who are not Users or have not entered into an agreement with us permitting them to use the Service you agree to inform us immediately; and

(vi)   we may audit the use of our Website and our Service regarding the name and password for each User.  Such audit may be conducted no more than once per month, at our expense, and shall be exercised with reasonable prior notice, in a manner so as to not substantially interfere with normal conduct of your business. If such audit reveals that passwords have been provided to individuals who are not Users, and without prejudice to our other rights, you shall promptly disable such passwords and shall not issue any new passwords to such individuals. 

3.5 You acknowledge and agree that the Service is provided on-line via the Website and, accordingly, while we shall use our  reasonable endeavours to ensure that access to the Service is available at all times and that the Service operates to an appropriate standard, continuous access cannot be guaranteed. However, we shall use our reasonable endeavours to ensure that any steps taken by us to maintain or up-grade the Service are taken at times that ensure minimum disruption to Users.  Cloud Sustainability may also, without notice, at its sole discretion modify the features, availability, operation and/or look and feel of the Website at any time.

3.6 You acknowledge and agree that you are entirely responsible for Client Data.  You must evaluate, and bear all risks associated with, the use of Client Data or any reliance on said content. In no circumstances will Cloud Sustainability be liable in any way for Client Data or for any loss or damage of any kind incurred as a result of Client Data being made available via the Service.  You acknowledge and agree that whilst Cloud Sustainability does not pre-screen or approve Client Data, Cloud Sustainability has the right (but not the obligation) in its sole discretion to refuse, delete or move any Client Data that is available via the Service for any reason.

3.7 The Service will be provided by us using all reasonable care and skill but other than as expressly stated in this Condition 3, time shall not be of the essence in relation to Service availability.

3.8 You acknowledge that full freedom from errors and incompleteness is impossible to achieve with respect to computer software and the operation of the Website and the Service. If you become aware that the operation of the Website, the Service or any Output contains any error, or is incomplete, you shall promptly notify us upon becoming aware of such error or incompleteness. You undertake to refrain from taking any advantage whatsoever, either knowingly or otherwise, of that error or incompleteness (for example, an error in pricing Output that simply looks too good to be true). Cloud Sustainability reserves the right to recover any such advantage that you do gain from such error or incompleteness, as well as all associated costs, damages and expenses in making such recovery.

3.9 Where the Website contains links to other websites and resources provided by third parties, these links are provided for your information only and used at your own risk. Whilst Cloud Sustainability carefully reviews who it provides links to, it has no control over the content of those websites or resources or the frequency with which they are changed, and accepts no responsibility for them or for any loss or damage that may arise from your use of them.

4. Your Further Obligations

4.1 You are responsible for complying with all applicable laws and regulations in connection with your use of the Service, including those laws and regulations related to data protection, international communications and the transmission of technical or personal data.

4.2 You shall: (a) notify us immediately of any unauthorised use of any password or Account or any other known or suspected breach of security; and (b) report to us immediately and use reasonable efforts to stop immediately any copying or distribution of Output that is known or suspected by you.

4.3 You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data, and we shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data.

5. Fees, Payment Terms and Refunds

5.1  You shall pay all Fees and/or charges to your account in accordance with the fees and charges specified in the Order Form and your right to use the Service shall not commence until we receive full payment for the Fees and/or charges set out in the applicable Order Form.

5.2 We reserve the right to change our Fees on an annual basis although any changes to our Fees shall not, for the avoidance of doubt, affect any on-going subscription fees in relation to any on-going subscription period that we have already agreed with you in respect of Users who already use the Service. If we do change our Fees we shall notify you in writing. You may then either accept our Fee changes or elect to terminate the Agreement by notifying us of your wish to do so in writing.

5.3 All amounts and fees stated or referred to in the Agreement are exclusive of VAT.

5.4  We reserve the right to suspend or terminate your access to the Service if any amount due to us from you is in arrears. We need not provide you with advance notice in such circumstances.

5.5 On termination of the Agreement you shall not be entitled to any form of credit, refund or rebate in relation to the Fees. 

5.6  We provide access to services on-line and  so we do not issue refunds once an Order Form has been completed and Fees for access to the Service and any Output have been paid.  Nevertheless, we will consider providing a refund on a case-by-case basis at our sole discretion and this Condition is not intended to affect your statutory rights.   If you want to request a refund please contact us at info@cloudsustainability.com and we shall consider each request on a case-by-case basis at our sole discretion. If you believe a payment has been made in error, please contact 0845 287 3850.

6. Intellectual Property

6.1  We (and our licensors, where applicable) own all right, title and interest, including all related Intellectual Property, in and to our Website, Platform, Output and Service.

6.2 Other than the right to access and use the Service as licensed to you pursuant to Condition 3, you acquire no right to use or any right, title or interest in the Website, Platform, the Output and the Service and have no right to any Intellectual Property in them.

6.3 “Cloud Sustainability” and “Waste Expert” and all other names, logos, icons and marks identifying Cloud Sustainability and its products and services are trade marks of Cloud Sustainability and may not be used without the prior written approval of Cloud Sustainability. 

7. Termination

7.1  We may, at our sole discretion, terminate your Account and/or use of the Service if you breach or otherwise fail to comply with these Term and we may also terminate our obligation to continue to provide the Services by giving you at least 3 months’ prior written notice at any time.

7.2  Either of us may terminate the Agreement with immediate effect if the other shall have a receiver or administrative receiver appointed over it or any part of its undertaking or assets or shall pass a resolution for winding up (otherwise than for the purpose of a bona fide reconstruction) or if a court of competent jurisdiction shall make an order to that effect or if the other shall enter into any voluntary arrangement with its creditors or shall be subject to an administration order or shall cease to carry on business.

7.3 On termination of the Agreement your rights to access the Website and access and use the Output and receive the Service shall cease. Any rights that have accrued to either of us at the date of termination will remain enforceable after termination.

7.4 When (and howsoever) the Agreement expires or is terminated, Cloud Sustainability shall continue to store Client Data on its servers for a further 6 months. During this 6 month period, Cloud Sustainability will ask you whether you want an electronic copy of your Client Data to be sent to your nominated e-mail address. If you confirm you do want a copy then Cloud Sustainability shall send it to you at your nominated e-mail address. If you confirm you do not want a copy or if you fail to respond to Cloud Sustainability's request within a 6 month period Cloud Sustainaility will then delete all Client Data from its servers. YOU ACKNOWLEDGE AND AGREE THAT ON THE EXPIRY OF THIS 6 MONTH PERIOD YOUR CLIENT DATA AND YOUR ACCOUNT INFORMATION MAY BE DELETED FROM CLOUD SUSTAINABILITY’S DATABASE AND THAT CLOUD SUSTAINABILITY SHALL HAVE NO LIABILITY TO YOU WHATSOEVER FOR SUCH TERMINATION AND DELETION.

8. Liability

8.1  Cloud Sustainability provides access to content and tools in areas of sustainability that include waste managementcarbon and energy, environmental management Systems, sustainable procurement, and corporate social responsibility to help you build your knowledge and assist you in becoming self-sufficient in all aspects of sustainability management. You use the Website and the Service at entirely your own risk. You must evaluate, and bear all risks associated with, the use of the Website and the Service or any reliance on said information. All decisions that you make in relation to the information that the Website and the Service provide are made at your own risk. We do not purport to give advice to you of any kind on what you should or should not do in relation to sustainability management and environmental law compliance. We simply provide you with tools and content to help you make such decisions. You remain responsible for any decision that you make in using the Website, and in taking such decisions regard must be had to the restrictions on the scope of the Service and to the large number of other factors of which you and your chosen advisers are, or should be aware from sources other than the Website in respect of sustainability management and environmental law compliance.

8.2 The express terms of the Agreement are in place of all warranties, representations, conditions, terms, undertakings and obligations which but for the Agreement would be implied or incorporated into the Agreement, or any collateral agreement, by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law.

8.3 Nothing in the Agreement shall operate to exclude or limit liability for: (a) death or personal injury caused by the negligence of Cloud Sustainability its servants, agents, employees or sub-contractors; (b) any breach or contravention of the terms implied by Section 2 Supply of Goods and Services Act 1982; or (c) fraudulent misrepresentation.

8.4  Subject to the express provisions of these Conditions, we do not make any representation or warranty as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of the Service, the Website or any Output. Neither we nor our licensors represent or warrant that: (a) the use of the Service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data; (b) the quality of the Service or the Output will meet your requirements or expectations; (c) the Service or the server(s) that make the Service available are free of viruses or other harmful components. The Service and all content is provided to you strictly on an "as is" basis; (d) any stored data will be accurate or reliable; or (e) any errors or defects will be corrected.

8.5  To the extent permitted by law, we exclude: (a) liability (whether arising in contract, tort or otherwise and whether or not due to its negligence) which we may otherwise have to you as a result of the provision of the Service; (b) any other liability for indirect or consequential loss or damage incurred by you in connection with the Service including any liability for: (i) loss of income or revenue; (ii) loss of profits or contracts; loss of anticipated savings; and, (iii) for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

8.6 Subject to Condition 8.3, our maximum aggregate liability arising out of or in connection with the Agreement or any collateral agreement, whether in contract or tort (including in each case negligence) or otherwise shall in no circumstances exceed the total subscription payments you have paid to us or the fees you have paid to us on a ‘pay as you go’ basis (as applicable) in the 6 month period prior to the event in question giving rise to the claim.

9. General

9.1 Confidentiality:

(a) For the purposes of these Terms, ‘Confidential Information’  means the Agreement and all information obtained by one party from the other pursuant to the Agreement and its performance which is marked, or ought reasonably to be regarded as confidential including Cloud Sustainability's trade secrets, financial, technical and marketing information, software, specifications, intellectual property, ideas, technology, processes, knowledge and know-how, details of clients/customers, suppliers, prices, discounts, margins and current trading performance and future business strategy.

(b) Except as provided by Conditions 9.1(c) and 9.1(d), each party shall at all times during the continuance of the Agreement and for 5 years after its expiry or earlier termination: (i) use its best endeavours to keep all Confidential Information confidential and not disclose any Confidential Information to any other person; and (ii) not use any Confidential Information for any purpose other than to comply with its obligations or exercise its rights under this Agreement.

(c)     Any Confidential Information may be disclosed by either party to any governmental or other authority or regulatory body or any of its employees, officers or agents to such extent only as is necessary for the purposes contemplated by this Agreement, or as is required by law and subject in each case to the relevant party using its best endeavours to ensure that the person to whom the Confidential Information is disclosed keeps this confidential and does not use it except for the purposes for which the disclosure is made.

(d)      Any Confidential Information may be used by either party for any purpose, or disclosed by either party to any other person, to the extent only that: (i) it is at the date hereof, or hereafter becomes, public knowledge through no fault of the disclosing party (provided that in doing so the disclosing party shall not disclose any Confidential Information which is not public knowledge); or (ii) it is or becomes available to the disclosing party otherwise than pursuant to this Agreement and free from any restrictions as to its use or disclosure.

9.2 Dealing with Rights and Obligations: Cloud Sustainability may at any time assign, transfer, charge or otherwise deal in any way with its obligations and the benefit of all or any of its rights under the Agreement. Cloud Sustainability may sub-contract any of its obligations hereunder to any third party. You shall not at any time assign, transfer, charge or otherwise deal in any way with your obligations or the benefit of all or any of your rights under the Agreement.

9.3 Events Beyond our Control: Cloud Sustainability shall not be able to you for any breach of these Terms or any failure to provide or delay in providing our services through our Website resulting from any event or circumstance beyond our reasonable control including acts of God; war; riot; civil commotion; fire; flood; adverse weather; terrorist action; nuclear, chemical or biological contamination; governmental order, rule or regulation; failure of telecommunications that provide connectivity to the Website and Technology from a public or private network such as the Internet; and default of suppliers or sub-contractors;.

9.4 Entire Agreement and Variations: The Agreement constitutes the entire understanding and constitutes the entire agreement between the parties in relation to its subject matter and supersedes any previous agreement between the parties as to such subject matter. The Agreement may not be altered, amended or modified except in writing signed by duly authorised representatives of each of us.

9.5 Unenforceability: If any provision in the Agreement is, in whole or in part, held by a court or other authority of competent jurisdiction to be illegal, invalid or unenforceable under any enactment or rule of law then that provision or part thereof shall to that extent be deemed not to form part of this Agreement and the enforceability and validity of the remainder of the Agreement shall not be affected.

9.6 Notices: All notices given under or in connection with the Agreement shall be in writing and shall be sent to the address of the recipient set out in the Agreement or such other address as the recipient may designate by notice given in accordance with the provisions of this Condition. Any such notice may be delivered personally by hand (including by commercial courier) or by first class pre-paid letter or by fax, and shall be deemed to have been served, if by hand, when delivered; if by first class post, 48 hours after posting; and if by fax or e-mail, when successfully despatched in full.

9.7 Third Party Rights: The Agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and it is not intended to benefit, or be enforceable by, anyone else.

9.8 Independent Contractors: The relationship of the parties is that of independent contractors and this Agreement does not constitute either party the agent of the other, or create a partnership, joint venture or similar relationship between the parties, and neither partys all have the power to bind the other or to create a liability against the other in any way.

9.9 Governing law and jurisdiction: The Contract (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to them or their formation) shall be governed by and interpreted in accordance with English law and, for these purposes, the parties irrevocably submit to the exclusive jurisdiction of English courts.

10.  Storage of information and Data

We shall use our reasonable endeavours to maintain the security of Client Data stored by us as part of the Services (being to a standard no less than that to which we maintain the security of our own data), but otherwise shall have no liability for any unauthorised access gained to such Client Data or its deletion, corruption, destruction, loss or failure where it arises: (a) from use of a User identification or password;  or  (b) otherwise than due to our gross or wilful negligence.

11.  Data Security & Hosting

The security of Cloud Sustainability's client information and data is a top priority for Cloud Sustainability. Cloud Sustainability use a system which provides automatic backups and are undertaken daily at each of the UK-based datacentres we use. Cloud Sustainability uses a system of RAID technology and hot standby backups meaning that our primary and secondary backup servers run simultaneously, enabling all data from our primary server to be mirrored to our secondary server in real time.  This provides us with two secure server systems which will contain identical copies of your data.  Our hosting provider guarantees 99%+ uptime. In the very rare event that we require a reboot or one server doesn’t backup, you can be assured that all your data will still be securely saved.   If you would like to know more information about data security at Cloud Sustainability then please contact our technical support team at support@cloudsustainability.com

 

Company Details:

Company Name:  Cloud Sustainability Limited (an English company)

Registration Number: 06863577

VAT Number: GB164 4438 04

Registered Office:  Leeds Innovation Centre, 103 Clarendon Road, Leeds, LS2 9DF

info@cloudsustainability.com

0845287 3850


CIWM ENTERPISES LIMITED - E-learning Modules terms of Service


PLEASE NOTE THAT THESE TERMS AND CONDITIONS OF SERVICE APPLY TO THE FOLLOWING PRODUCTS:

Waste Smart Certificate

Waste as a Resource

Introduction to Waste Legislation - The Journey of Waste


 

PLEASE READ CAREFULLY

This agreement is a legal agreement between the individual or organisation identified in the Registered User application form as the user ("you" or “your”) and CIWM Enterprises Limited, a limited company with company number 02731563 having its registered office at 9, Saxon Court, St. Peters Gardens, Marefair, Northampton, NN1 1SX (“our” or “us" or "we".) It will allow you access to e-learning modules via the website subject to the terms set out in this document.

SPECIFIC SYSTEM REQUIREMENTS: WILL BE COMMUNICATED TO THE USER PRIOR TO ACCESS TO THE E-LEARNING MODULE

 1   DEFINITIONS

“Charges” means the charges that are set out in  the online  Registered User application form or the online order form. 

“Confidential Information” means information that is proprietary or confidential or is clearly labelled as such.

“Documents” means the online instructions and guidance documentation relating to the E-learning Modules and downloadable template files relating to  any Input Data upload process.

“DPA” means the Data Protection Act 1998.

“E-learning Module” means remotely hosted web based software application developed by CIWM Enterprises identified in the order form or on the purchase page of the website

"Event Outside Our Control" means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.

 “Input Data” means your data which is uploaded to our systems in accordance with terms of this agreement.

  “Intellectual Property Rights” means all patents, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off and unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

 “Pay As You Go” means pre-payment of credits by you for specific E-learning Modules and/or sub-modules within them.

 “Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

“Website” means www.ciwm.co.uk/ciwmhub  

1.1 The word “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.2 Words in the singular shall include the plural and vice versa.

1.3  A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.4 Unless specified to the contrary in this agreement, a reference to “writing” or “written” includes faxes and emails. 

1.5  Any words following the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2     User accounts &  registered user status

2.1  Before you can use the E-learning Module, you must register your details with us and become a  Registered User of the Website. Your personal data will be processed in accordance with our privacy policy available at (www.ciwmhub.ciwm.co.uk/t/privacy-cookies-policy)   

3    Access and use

3.1 Subject to the terms of this agreement, we grant to you a limited, non-exclusive, non-transferable right to use the E-learning Module and to access the Documents for your internal business purposes only.

3.2 We do not provide access to consumers. A consumer is a person who is not purchasing the E-learning Module in the course of their trade, business or profession.

4  Uploading input data

4.1 If you are required to upload your Input Data when using the website or an E-learning Module  , you must do so in accordance with our technical requirements which will be communicated to you at the point of input. 

4.2 If the person uploading the Input Data is an employee, agent or representative of the user, the user confirms that the person has the right, power and authority to upload Input Data.

4.3  You confirm that your Input Data does not infringe the Intellectual Property Rights of any third party.

5   Restrictions

5.1 Except as expressly set out in this agreement or as permitted by any local law, you undertake:

5.1.1 not to copy the E-learning Module or the Documents except where such copying is incidental to normal use of the E-learning Module, or where it is necessary for the purpose of back-up or operational security;

5.1.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the E-learning Module or the Documents;

5.1.3 not to make alterations to, or modifications of, the whole or any part of the E-learning Module, nor permit the E-learning Module or any part of it to be combined with, or become incorporated in, any other programs;

5.1.4 not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the E-learning Module nor attempt to do any such thing except to the extent that may be permitted by law;

5.1.5 to supervise and control use of the E-learning Module and ensure that it is used by your staff, employees and representatives in accordance with the terms of this agreement;   and

5.1.6 not attempt to access or make available the E-learning Module in whole or in part (including but not limited to object and source program listings, object code and source code) to third parties. 

5.2 You shall not access, store, distribute or transmit any Viruses, or any material during the course of using the E-learning Module which:

5.2.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

5.2.2 facilitates illegal activity;

5.2.3 depicts or makes reference to sexually explicit images or themes;

5.2.4 promotes unlawful violence;

5.2.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

5.2.6 in a manner that is otherwise illegal or causes damage or injury to any person or property;

and we reserve the right, without liability or prejudice to our other rights, to disable your access to the E-learning Module and the Website and remove and delete any material that breaches the provisions of this clause.

6  Intellectual property rights

6.1 You acknowledge that all Intellectual Property Rights in the E-learning Module and the Documents anywhere in the world belong to us or our licensors, that rights in the E-learning Module and the Documents are licensed (not sold) to you, and that you have no rights in, or to, the E-learning Module or the Documents other than the right to use them in accordance with the terms of this agreement.

6.2 You acknowledge that you have no right to have access to the E-learning Module in downloaded form, source code form or in unlocked coding or with comments. 

7  Charges, payment and duration

7.1 Unless we have agreed otherwise with you in writing, you will pay for the E-learning Module under a Pay As You Go arrangement. You shall pay to us the full agreed amount relating to the Pay As You Go services as set out in your order form. Once you have used the E-learning Module to an amount equal to your pre-payment for the ordered services, your right to use the E-learning Module will automatically cease until such time as you make a further advanced payment for  another E-learning Module. 

7.2 We reserve the right to vary the Charges from time to time. Any changes will be notified to you by posting them on our Website. Price increases will not apply retrospectively.

7.3 The charges are exclusive of amounts in respect of value added tax chargeable for the time being (“VAT”.) 

7.4 You must provide full and accurate payment details (e.g. credit card, debit card or PayPal) at the point of submitting your order. Your payment is not taken by us and we are not a payment merchant. These services are provided by Worldpay

8 NO warranty

8.1 The E-learning Module and the Documents are provided “AS IS” without warranty of any kind either express or implied including but not limited to the implied warranties of quality, fitness for purpose and time for performance.

8.2  You acknowledge that access to the internet, mobile phone networks and other communication media required for the provision of the E-learning Module are inherently associated with risk including Viruses, data security and piracy, availability of the services and reliability of transmission. We do not warrant that the E-learning Module will be provided without interruption or error-free. We reserve the right to suspend the E-learning Module and all or any part of the Website as may be necessary to undertake routine or emergency maintenance from time to time.

8.3  Any condition, warranty, representation or other term concerning the supply of the E-learning Module and the Documents which might otherwise be implied into, or incorporated in, this agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

9  Indemnity

9.1.1 You shall defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the E-learning Module or the Documents, provided that:

9.1.1  you are given prompt notice of any such claim;

9.1.2  we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and

9.1.3  you are given sole authority to defend or settle the claim. 

9.2  We shall defend you against any claim that the E-learning Module or the Documents infringe any third party Intellectual Property Right and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that: 

9.2.1 we are given prompt notice of any such claim;

9.2.2 you provide reasonable co-operation to us in the defence and settlement of such claim, at our expense; and  

9.2.3 we are given sole authority to defend or settle the claim.

9.3 In the defence or settlement of any claim, we may procure the right for you to continue using the E-learning Module or the Documents, replace or modify the E-learning Module or the Documents so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 days’ notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.  

9.4 In no event shall we or our employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on: 

9.4.1 a modification of the E-learning Module or the Documents by anyone other than us; or 

9.4.2 your use of the E-learning Module or the Documents was in a manner contrary to the instructions given to you by us; or

9.4.3 your use of the E-learning Module or the Documents after notice of the alleged or actual infringement from us or any appropriate authority. 

9.5 This clause 9 sets out your sole and exclusive rights and remedies, and our (including our employees’, agents' and sub-contractors’) entire obligations and liability, for infringement of any third party Intellectual Property Rights.

10 Limitation of liability

10.1 You acknowledge that the E-learning Module has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the E-learning Module as described in the Documents meet your requirements.

10.2 We only supply the E-learning Module and the Documents for your internal business use and you agree not to use the E-learning Module or the Documents for any other purposes including sub-licensing, distribution or re-sale purposes.

10.3 We shall not under any circumstances whatever be liable to you for any loss arising from either the provision of services by you to your customer or as a result of actions you take or fail to take in connection with the operation and management of your own business that relate to your interpretation and use of the information in the E-learning modules.

10.4  Subject to clause 10.5, we shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement for:

10.4.1 loss of profits, sales, business, or revenue;

10.4.2 business interruption;

10.4.3 loss of anticipated savings;

10.4.4 loss or corruption of data or information;

10.4.5 loss of business opportunity,

10.4.6 loss of goodwill or reputation;

10.4.7 loss of opportunity; or

10.4.8 any indirect or consequential loss or damage.

10.5 Other than the losses set out in conditions 10.3 and 10.4 (for which we are not liable), our maximum aggregate liability under or in connection with this agreement whether arising in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to 125% of the Charges or £1,000 whichever is the higher. This cap does not apply to condition 10.6.

10.6 Nothing in this agreement shall limit or exclude our liability for:

10.6.1 death or personal injury resulting from our negligence;

10.6.2 fraud or fraudulent misrepresentation;

10.6.3 any other liability that cannot be excluded or limited by English law.

10.7 This agreement sets out the full extent of our obligations and liabilities in respect of the supply of the E-learning Module and the Documents. Except as expressly stated in this agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. 

11 Termination

11.1 Without affecting any other right or remedy available to us, we may terminate this agreement immediately by giving you written notice via email:

11.1.1 if you commit a material breach of any term of this agreement (or any term in our website terms of use or website privacy policy which are available from the website) which breach is irremediable or (if such breach is remediable) fail to remedy that breach within a period of 14 days after being notified to do so;

11.1.2 if an order is made or a resolution is passed for your dissolution or winding-up or an order is made for the appointment of an administrator to manage your affairs, business and property or such an administrator is appointed or documents are filed with the court for the appointment of an administrator or notice of intention to appoint an administrator is given by you or your trustees, officers, directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a receiver and/or manager or administrative receiver is appointed in respect of all or any of your assets or undertaking or circumstances arise which entitle the Court or a creditor to appoint a receiver and/or manager or administrative receiver or which entitle the Court to make a winding-up or bankruptcy order or (being an LLP) you suffer or undergo a similar or analogous action in consequence of debt or (being an individual) is subject to or undergoes bankruptcy or enters into any arrangement with your creditors.

11.2 Upon termination for any reason:

11.2.1 all rights granted to you under this agreement shall cease;

11.2.2 you must immediately cease all activities authorised by this agreement; and

11.2.3 you must immediately pay to us any sums due to us under this agreement (if any); and

11.2.4 you must immediately delete or remove the E-learning Module and the Documents from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the E-learning Module and Documents then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

11.3 Upon termination of this agreement as a result of a breach by you of the terms of this agreement we shall return all monies that have you have paid to us in advance save for the deduction of sums proportionate to the access and use you have already made of the E-learning modules, any overdue undisputed invoices or other outstanding monies owing to us

12 Confidentality

12.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:

12.1.1 is or becomes publicly known other than through any act or omission of the receiving party;

12.1.2 was in the other party's lawful possession before the disclosure; or

12.1.3 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

12.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.

13 Communications between us

13.1 Any notice given by you to us, or by us to you, will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee. We can service notice on you by placing a notice on the website which shall be deemed served immediately when posted.

14 Events outside our control

14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this agreement that is caused by an Event Outside Our Control.

14.2 If an Event Outside Our Control takes place that affects the performance of our obligations under this agreement:

14.2.1 our obligations under this agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

14.2.2 we will use our reasonable endeavours to find a solution by which our obligations under this agreement may be performed despite the Event Outside Our Control.

15  GENERAL terms

15.1  We may transfer our rights and obligations under this agreement to another organisation, but this will not affect your rights or our obligations under this agreement. You may only transfer your rights or your obligations under this agreement to another person if we agree in writing.

15.2  This agreement and any document expressly referred to in it constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in this agreement or any document expressly referred to in it.

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

15.4  Each of the conditions of this agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

15.5 This agreement, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.