Terms of Supply

Important: the terms and conditions included in these Terms of Supply apply to Account Managers (who are purchasing or facilitating accounts for other people, as defined below), not to individuals who are purchasing a single User Membership or to Account Users (who have had an Account User Membership purchased for them). Terms and conditions for people who are not Account Managers are covered in the User Terms.

INTRODUCTION

Transparency is very important to Aptimore Limited (“us”, “we” and “our”), so our full Terms of Supply are set out below, but to make it easier for you here is a short overview of the most important points:

Purchasing an Account User Membership entitles a user to access Aptimore’s learning and development platform for 365 days from the date of registration.
You may cancel and claim a credit or refund on an Account User Membership within 14 days of purchase, provided the user has not completed their initial profiling questionnaire. If you do wish to cancel, you may do so by completing and returning the cancellation form. The right to a credit or refund ends once the user has completed the initial profiling questionnaire.
You may purchase Account User Memberships online or, if purchasing for more than ten people, may contact us on accounts@aptimore.com to discuss an invoicing arrangement. Non-payment of an invoice may result in suspension of access for your Account Users until payment is made.
As an Account Manager, you will have access to certain information about your Account Users’ programs, such as when they started and completed each training unit and when they have completed their personalised development report. You will also have access to some aggregated data about areas where your Account Users feel they have gained insight or wish to learn more.
You will not have direct access to your Account Users’ personalised profiles, feedback, results, reactions or chosen options for action, or to any exchange of messages that your Account Users may have with Aptimore. Instead, each Account User will create their own comprehensive personalised development report and they will be able to make print or pdf versions to share as they see fit. They will be able to choose how much of their report they wish to share with you, with their line managers or with any coach, mentor or trainer who may be supporting their ongoing development.

TERMS OF SUPPLY

Welcome to www.aptimore.com, an online portal for executive training and skills development. The Site is owned and operated by Aptimore Limited. We are registered in England and Wales under company number 08581507 and have our registered office and main trading address at 4th Floor, 86-90 Paul Street, London EC2A 4NE.

DEFINITIONS
1. When the following words with capital letters are used in these Terms, this is what they will mean:
  - Account Manager: the bodies corporate (and their representatives) who have registered as Account Managers with us and who fund, facilitate and/or administer the accounts of one or more Account Users;
  - Account Manager Services: the services available to Account Managers, materially similar to the services described at paragraph 5 below;
  - Account User: a User whose membership is funded, facilitated and/or administered by an Account Manager;
  - Account User Membership: the annual paid membership allowing an Account User to access the User Services;
  - Intellectual Property Rights: copyright, trade marks, patents, service marks, trade names, rights in know-how, database rights, design rights and other intellectual property rights or equivalent forms of protection, of whatever nature arising anywhere in the world, whether registered or unregistered and including applications for the grant of such rights;
  - Materials: the multimedia content (including text, audio, images, video, quizzes and other interactive activities), feedback, information, processes and software which are provided as part of the Services;
  - Privacy Policy: the privacy policy viewable here;
  - Program: the initial stage of Services which comprises the profiling questionnaire, the nineteen training modules from which the personalised development report is derived and the personalised development report;
  - Services: the Account Manager Services and the User Services;
  - Site: our website at www.aptimore.com;
  - Terms of Supply: the terms and conditions set out in this document;
  - User: an individual registered with our Site to use the Services (who may also be an Account User and/or an Account Manager);
  - User Services: the services provided to Users in exchange for an annual fee, including those services set out at paragraph 4 below; and
  - User Terms: the user terms viewable here;
2. Words beginning with capital letters which are not defined in these Terms of Supply are defined in the User Terms and/or the Privacy Policy.
ACCEPTANCE OF TERMS
1. The terms and conditions included in these Terms of Supply apply to Account Managers. The Privacy Policy will also apply, and the User Terms will apply to Users, but if there is any contradiction between them, the position set out in these Terms of Supply will prevail as between Aptimore and the Account Manager.
2. By purchasing and/or using any of the Services, you (“you”) confirm that you have read, understand and agree to be bound by these Terms of Supply. If you are accepting these terms on behalf of a body corporate, you confirm that you have the authority to bind that body corporate and have taken all necessary steps to authorise the entry into and performance of these Terms of Supply.
3. If you do not agree to comply with these Terms of Supply, do not purchase, renew, use or access the Site or the Services or the Account Management Services.
4. Users may use the Services only in accordance with the User Terms.
REQUIREMENTS TO ACCESS THE ACCOUNT MANAGER SERVICES
1. 1. In order to use the Account Manager Services, you must:
    1. have received confirmation of your registration as an Account Manager with us;
    2. have one or more Account Users registered with us; and
    3. have paid the relevant fees.
Technical Requirements – laptops and desktops
1. 1. You will receive optimum functionality from our Site using the latest desktop versions of Internet Explorer, Chrome, Firefox and/or Safari. Older versions of these browsers may work but are not recommended. We do not recommend accessing our Site using Internet Explorer 9 or below.
Technical Requirements – mobile devices
1. 1. Our Site can be accessed through the native browsers on Apple iPad 2+ tablets and Android tablets running JellyBean or later. Other tablet browsers may also work but are not recommended.
Technical Requirements – network
1. We recommend connecting through a DSL or WiFi network connection running at a minimum speed of at least 2mbps with RTT of at least 5ms.
USER SERVICES
1. The Services available to Account Users during their Account User Membership shall include (but not be limited to):
  1. psychometric and aptitude testing;
  2. expert feedback and guidance
  3. creation of a personalised development report; and
  4. skill development lessons and training courses provided through interactive webpages including written material, images, audio and video.
  The Services and such other services as we may make available will be provided online via the Site.
2. Account User Membership is valid for 365 days (inclusive) from the date of the relevant Account User’s registration with the Site. Account User Membership is confirmed when we send the Account User an email with their log-in details.
ACCOUNT MANAGER SERVICES
1. For each Account User registered under your Account, you will have access to the following information:
  1. when that Account User was sent their log-in details;
  2. when that Account User registered as an Account User with us;
  3. when that Account User began and completed their individual questionnaire;
  4. when that Account User began and completed each of the training units; and
  5. when that Account User has completed the development report at the end of their personalised development program.
  You may make save, make copies of and/or print any of the information in this clause 5.1 for your records.
2. a summary of areas where the Group would be interested in learning more; and
3. a summary of how much new insight the Group felt they gained within the Aptimore program on a presented list of topics or similar summary information.
These summaries will not show responses made by individual users.

The Account Manager Services will be provided online via the Site.
REGISTRATION AND PAYMENT TERMS

Formation of contract for Services
1. 1. The process of purchasing Account User Membership(s) on the Site allows you to check your order before you complete your purchase: please check the details of the order before you confirm your order or proceed to payment. We will send you a confirmation email each time that you purchase Account User Membership(s) or any additional User Service. The contract between you and Aptimore for the relevant Account User Membership, which is subject to these Terms of Supply, is formed at the time we send such confirmation email.
  2. Each Account User Membership you purchase entitles one Account User to register under your account to use the User Services.
Payment
1. 1. Account Users may choose either to pay online at the time of purchase or (for more than ten Account User Memberships) to set up a corporate account with us and receive monthly invoices. If you would like to set up a corporate account, please email us at accounts@aptimore.com.
  2. By placing an order, you agree to pay the stipulated fees for the relevant Account User Membership(s) and/or Service(s) along with the VAT (if applicable) and any other fees or amounts associated with the Service(s). Unless you are paying by invoice, fees for Account User Memberships and other Services are payable upfront in a single instalment. Any price changes will not affect existing current year’s subscriptions (so if you have paid for Account User Membership for a certain price, price changes will not affect your existing subscription, and will only apply to any future subscription purchases).
  3. Aptimore uses secure payment service providers to protect your payment details.
Invoices
1. 1. If you have a corporate account with us and have chosen to pay by invoice, we will issue one invoice to you on a monthly basis for the Account User Membership(s) and/or Services purchased in the previous month. You must pay each invoice in cleared monies within 28 calendar days at the date of invoice by credit card or any other form of payment accepted by Aptimore.
  2. If you do not make any payment due to us by the due date for payment, we may suspend any unpaid Account User Memberships and Services until your payment has cleared. We may also charge interest to you on the overdue amount at the rate of 3% a year above the Bank of England base rate. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
  3. However, if you dispute an invoice or invoiced item in good faith and contact us to let us know promptly after you have received an invoice that you dispute it or any of the charges on it, clause 6.5 will not apply to the relevant charges for the period of the dispute.
Expiry
1. 1. Each Account User’s Account User Membership will expire 365 calendar days (inclusive) after the relevant Account User has been registered with us and upon expiry the relevant Account User will no longer be able to access the User Services or the Materials. Access to the Services and the Materials may be extended by payment of a further fee. You can check on the status of the Account User Memberships registered to your account at any time by viewing your account information.
Promotions and Free Offers
1. 1. Aptimore may run promotions and free offers which may be subject to additional terms or restrictions. These promotions and offers may not be shared among different Account Managers or Account Users.
Refunds
1. Please be advised before you pay that, unless and to the extent expressly set out to the contrary in these Terms of Supply (and in particular as set out in clause 7.1 below), any amounts paid in advance will not be refunded.
TERMINATION

Termination by you
1. 1. You may cancel any purchase of Account User Membership(s) or Services and claim a refund from Aptimore for any reason within 14 working days of your purchase (except as set out in 7.1.1 and 7.1.2 below). You may do this by returning or completing the cancellation form and returning it to us by email or post, or by sending an email to us clearly setting out your request with details that will allow us easily to identify your payment transaction. However, you will lose your right to a refund as soon as an Account User:
    1. in the case of Account User Membership, registers under your account and completes their personal questionnaire; and/or
    2. in the case of any other Service, when the Account User first uses or accesses that Service.
Termination by Aptimore
1. 1. Aptimore may suspend or terminate your account and your access to any one or more Account Manager Services immediately, without notice and without liability if Aptimore has reason to believe that you are in breach of or have acted inconsistently with these Terms of Supply.
  2. Likewise, Aptimore may suspend or terminate any Account User Membership(s) registered under your account immediately, without notice and without liability if Aptimore has reason to believe that the relevant Account User is in breach of or has acted inconsistently with the User Terms.
  3. If Aptimore terminates an Account User Membership or access to any other Services in accordance with 7.3 above, Aptimore will credit your account with an Account User Membership representing (in Aptimore’s sole judgement) any Account User Membership(s) so terminated only to the extent that:
    1. such membership(s) are unallocated and have never been used; or
    2. if such membership(s) have been allocated to Account User(s) who have registered for the Services, that such Account Users have not completed their initial profiling questionnaires.
    Such a credit is your sole remedy in respect of such a termination. Alternatively, you may be refunded in cash at Aptimore’s discretion.
Changes in Account Users
1. You must notify Aptimore if you wish to dissociate an Account User or an Account User Membership from your account (such user being an “Outgoing Account User”), and/or if you wish to terminate any Services purchased for an Outgoing Account User. You may do this by emailing us at support@aptimore.com.
2. We will credit your account with a replacement Account User Membership only if the Outgoing Account User had not completed their initial profiling questionnaire. Likewise, you will receive a credit on your account for any Services purchased but not accessed by an Outgoing Account User.
3. Please note that we are unable to offer refunds or credits if an Outgoing Account User has completed their initial profiling questionnaire or otherwise accessed the Services. We regret that this also applies in the case of Outgoing Account Users who are leaving your organisation for any reason.
REGISTRATION INFORMATION AND UNAUTHORISED USE

Registration Information
1. 1. You must ensure that:
    1. all of the information you submit to us at the time of your registration (which includes any payment information) is true, accurate, current and complete; and
    2. you keep all such information (such as your email address) up to date.
    3. If any of the Services or Account Manager Services are suspended or cancelled, we may delete or stop your access to any related information contained in the Account Manager Services. Aptimore declines any responsibility for the loss of information as a consequence of the cancellation of Services.
    4. In any event, Aptimore reserves the right to contact you at any time to verify any of the information you have given to us, including any information relating to payments.
Unauthorised use
1. The Services are available on a named-user basis only. You agree not to allow shared use of User log-in details and you must use reasonable endeavours to protect your account and the Account User Memberships registered under your account from unauthorised and fraudulent use. Please remind Account Users that they must act in conformance with the User Terms, and please notify Aptimore immediately at support@aptimore.com of any suspected unauthorised or fraudulent use of your account or when you suspect that your account may be at risk.
2. Amounts paid to Aptimore before you report an unauthorised or fraudulent use of your account will not be refunded. Aptimore has the right to close or cancel the account of any Account Manager or Account User in the event of any unauthorised or fraudulent use of their account or any Service.
3. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of any of the Materials or Services, use of any Services, or access to any Services without the express prior written consent of Aptimore. However, for your records, you may save, download and print copies of the various progress overviews and summary reports that will be able to access when you log into your account.
4. We reserve the right to audit your use of the Site and the Services.
PRIVACY POLICY
1. All of the information that Aptimore collects about you and Account Users in relation to your use of the Services and the Account Manager Services is subject to our Privacy Policy, the terms of which, along with the User Terms, are incorporated into these Terms of Supply by reference.
2. By purchasing and/or using any Account User Service, you also indicate that you understand and consent to the practices used to collect, use and disclose information relating to such use and/or purchase as described in our Privacy Policy.
INTELLECTUAL PROPERTY RIGHTS
1. You acknowledge and agree that all Intellectual Property Rights in the Services, the Site, the Materials, any necessary software used in connection with the Services (the “Software”), and all content (including text, videos, images or other materials) contained within the Site and the Services ( “Content”) belong to Aptimore and its licensors and that, except for the limited licence rights granted to you under clause 10.2, Aptimore and its licensors expressly reserve all Intellectual Property Rights in and to the Services, the Site, the Software, and the Materials, including (but not limited to) the initial profiling questionnaire, the responses generated by and the personalised feedback delivered to Account Users, and our Site’s algorithms.
2. Subject to clauses 10.3 and 10.4 below and your compliance with these Terms of Supply, Aptimore grants you a personal, limited, non-transferable, non-sublicensable, worldwide and non-exclusive licence to use the Site, the Services, the Content and the Software, in each case for your own internal business use only, in accordance with these Terms of Supply and any other written or other instructions of Aptimore (including any instructions or parameters set down by Aptimore within or as part of the Site or the Service).
3. Your licence to use the Software is restricted to use of the object code of the Software, and it is a condition of such licence that, except to the extent expressly permitted under applicable law, you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. Additionally, you understand that you may have to agree to additional terms and conditions before you use such Software or any content or Materials proprietary to a third party.
4. Without prejudice to clause 10.1, you agree:
  1. not to access the Site, the Services or the Materials by any means other than through the interfaces that are provided by Aptimore for use in accessing the Service; or
  2. except as expressly authorised by Aptimore or relevant third parties, not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services or the Software, in whole or in part.
INDEMNITY
1. You agree to indemnify and hold Aptimore and its subsidiaries, affiliates, and its and their officers, directors, agents, co-branders or other partners, and employees, harmless from any losses, damages, cost, expense (including reasonable legal fees) or other liability, arising out of any claim, demand, allegation or proceeding brought by any third party due to or arising out of your use of the Services, your connection to the Services, your breach of the Terms of Supply, or your violation of any rights of another person or entity.
DISCLAIMER OF WARRANTIES AND LIABILITY LIMITS
1. Aptimore warrants that the Account User Services and the Services will comply in all material respects with their descriptions as set out in these Terms of Supply or as otherwise set out on the Site.
2. You understand and accept that, except for the warranty in clause 12.1, (i) the Account Manager Services and the User Services are provided “as is” and are used entirely at the user’s own risk, and (ii) that to the fullest extent permitted by applicable law, Aptimore expressly disclaims all warranties of any kind, whether express or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose and non-infringement. In particular and without limitation to the foregoing, Aptimore does not, except to the extent provided to the contrary under the warranty in clause 12.1, assume any responsibility for:
  1. Account Users’ professional education or development, or for any improvement of Account Users’ skills or abilities in any way;
  2. the way in which Account Users respond to the User Services or any actions that they may take afterwards;
  3. the ways in, or the consequences of the ways in which the information made available to Account Managers is used;
  4. the timeliness, deletion, mis-delivery or non-delivery of information;
  5. failure to store any user communications or personalisation settings;
  6. restriction or loss of access;
  7. any bugs or other errors;
  8. unauthorised use due to your sharing of access to the Account Manager Services or the User Services; or
  9. any malfunction and/or inadequacy of the internet connection or the computer or other device that you are using.
  The Services are used entirely at the user’s own risk.
  
  In addition, Aptimore does not warrant that the Account Manager Services or the User Services or any part of them will be uninterrupted or error-free. However, this clause is subject to clause 12.4 below.
3. Without prejudice to clause 12.2.1 but subject to clause 12.4, you expressly agree that Aptimore shall not be liable for any:
  1. 1. loss of profit;
    2. loss of goodwill;
    3. loss of use;
    4. loss of opportunity;
    5. loss of data;
    6. loss of anticipated savings;
  (in each case whether direct or indirect), nor
  1. for any indirect, incidental, special, consequential or exemplary damages (even if Aptimore has been advised of the possibility of such damages),
  resulting from any matter relating to the Site, the Services or the Materials.
4. However, Aptimore does not restrict its liability for fraud, death or personal injury caused by its negligence, nor any other liability which Aptimore is not permitted to restrict or exclude as a matter of applicable law.
5. Subject to clauses 12.2. 12.3 and 12.4, the maximum aggregate liability of Aptimore to you in relation to any Account Manager Services or User Services (whether such liability arises in contract, tort (including negligence) breach of statutory duty or otherwise) shall, to the fullest extent permitted by applicable law, not exceed the amount paid by you for such service.
6. In the event that you have a dispute with another Account Manager, Account User or User related to, arising from, or in any way connected with use of any Services, you release Aptimore from claims, demands and damages of every kind and nature arising out of or in any way connected with such dispute.
GENERAL INFORMATION
1. Changes to the Terms of Supply. These Terms of Supply may be updated from time to time by Aptimore. All changes will be posted on the Site. You can review the most current version of the Terms of Supply at any time here Any changes to the Terms of Supply will not apply to Services that you have already purchased, but will apply to any further purchases to that you make after the changes have been introduced.
2. Applicable legislation and jurisdiction. The Terms of Supply and the relationship between you and Aptimore shall be governed by the laws of England without regard to any conflict of law provisions of any jurisdiction. You and Aptimore agree to submit to the exclusive jurisdiction of the English courts, except that Aptimore may seek injunctive relief in any jurisdiction in order to enforce its rights under these Terms of Supply.
3. Third party rights. No person other than you shall have any rights under these Terms of Supply in relation to your access and/or use of the Services other than you and Aptimore, provided that Aptimore’s third party licensors may take action against you to enforce their intellectual property rights or other rights.
4. Waiver and severability of terms. The failure of Aptimore to exercise or enforce any right or provision of the Terms of Supply shall not constitute a waiver of such right or provision. If any provision of the Terms of Supply is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Supply remain in full force and effect.
5. Entire agreement. You agree that these Terms of Supply, together with the User Terms, represent the entire understanding between you and Aptimore in respect of your relationship with Aptimore as a User of Services. Subject to clause 13.1, the Terms of Supply together with the Terms of Service supersede any previous agreements between you and Aptimore relating to the Services including any previous version of the Terms of Supply and/or Terms of Service.
CONTACT
1. Aptimore may contact you and send you notices, including those relative to changes in these Terms of Supply, by email or by posting announcements on the website.
2. Please contact us for any questions you might have or to report any violations of these Terms of Supply at support@aptimore.com.

Last updated: 8th April 2020

Terms of Supply

INTRODUCTION

TERMS OF SUPPLY

DEFINITIONS

ACCEPTANCE OF TERMS

REQUIREMENTS TO ACCESS THE ACCOUNT MANAGER SERVICES

USER SERVICES

ACCOUNT MANAGER SERVICES

REGISTRATION AND PAYMENT TERMS

TERMINATION

REGISTRATION INFORMATION AND UNAUTHORISED USE

PRIVACY POLICY

INTELLECTUAL PROPERTY RIGHTS

INDEMNITY

DISCLAIMER OF WARRANTIES AND LIABILITY LIMITS

GENERAL INFORMATION

CONTACT