Terms and Conditions
These are the terms on which you can use the OCB Media Learning Management System.
1. Definitions and construction
1.1 In these Terms the following expressions shall apply (save where the context otherwise requires):
1.1.1 “OCB Media” means OCB Media Limited;
1.1.2 “the Commencement Date” means the date OCB Media first offers the Account Holder the Service;
1.1.3 “the Contents” means any information, data, text, graphics, links or computer code published on or contained within the Web Site;
1.1.4 “the Courses” means the professional qualification and continuing professional development courses as appearing on the Web Site;
1.1.5 “Intellectual Property Rights” means copyrights, patents, registered and unregistered design rights, topography rights, topology rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world;
1.1.6 “Order Confirmation” means the written confirmation by OCB Media of the order placed by the Account Holder (whether verbally or on the Web Site or otherwise) containing the User Password;
1.1.7 “Service” means the provision of Courses required by the Account Holder and agreed to be provided by OCB Media hereunder;
1.1.8 “the Account Holder” means the person, organisation, firm or company who or which has registered to use the OCB Media Learning Management System;
1.1.9 “Terms” means the contract between OCB Media and the Account Holder incorporating these Terms and Conditions irrespective of the country of issue;
1.1.10 “User” means the person, individual, firm or company which enters the Web Site;
1.1.11 “the User Guide” means the help page to be found at the Web Site;
1.1.12 “the User Password” means the password issued by OCB Media in accordance with clause 5.2;
1.1.13 “the Web Site” means news4.ocbmedia.com and any satellite websites or sub domains.
2.1 Account Holders and Users may print and keep a copy of these Terms. For Account Holders and Users convenience a current version of these Terms is available in the User Guide on the Web Site. OCB Media may revise the Terms at any time and without notice at its sole discretion. Any change will be deemed to take effect four hours after Web Site posting and will be deemed to be accepted by Account Holders and Users who continue to access the Web Site.
3.1 OCB Media shall supply the Account Holder with the Service for the number of Users as set out in the Order Confirmation for the Subscription Period from the Commencement Date.
3.2 OCB Media will use its reasonable endeavours to maintain the Service. The Account Holder or User will not be eligible for any compensation because they cannot use the Service or because of the failure suspension or withdrawal of all or part of the Service. OCB Media may change, suspend or cancel the Service at its sole discretion at any time.
4. Account Holders
4.1 Account Holders shall not assign, or sub-license or otherwise transfer or dispose of their rights or obligations hereunder, without the prior written permission from OCB Media.
4.2 Account Holders will keep their User Passwords and identity name secure and will not disclose them to third parties for any purpose and will procure that the Users under their control shall do likewise. Account Holders will notify OCB Media forthwith if they believe their User Password may have become compromised and shall cease to use the same. OCB Media shall have the right to withdraw a User Password at any time and from time to time and to issue a new code in its place save where such withdrawal occurs pursuant to a termination of provision of the Service to the Account Holder.
4.3 Account Holders are fully responsible for the details provided to OCB Media by them and by their Users including its truthfulness and accuracy and non-infringement of any other person’s legal or proprietary rights. Account Holders must insert and update the details of its e-mail and physical addresses on the appropriate page of the Web Site;
4.4 The Account Holder will not allow the Service to be used for storing sending or receiving any material which is obscene menacing threatening offensive abusive indecent defamatory fraudulent criminal or which infringes the rights of other parties and will indemnify and keep indemnified OCB Media in respect of any liability arising out of any material provided by the Account Holder to OCB Media.
4.5 It is the Account Holder’s responsibility to retain copies of their own data or of any information required in hard copy form in respect of Courses. OCB Media accepts no responsibility for the loss of any data in any form which may result from inclusion on the Web Site or from the use of the Service.
4.6 OCB Media shall be entitled to disclose the company name of the Account Holder in any promotional material.
4.7 Except in accordance with the law the Account Holder shall not itself nor allow any third party to duplicate or otherwise reproduce in whole or in part the Content.
5.1 An Account Holder who is an individual will pay OCB Media in advance of adding a user. The User Password will be cancelled by OCB Media if the credit card payment is not successful for any reason.
5.2 An Account Holder who is a firm or corporation will be invoiced by OCB Media following the issue of an Order Confirmation to them.
5.3 All fees are expressed exclusive of sales or other taxes which will be in addition to the fee at the prevailing rate at the time.
5.4 All invoices issued by OCB Media are payable within 14 days of the date of issue. Invoices not paid within 14 days of the invoice date shall be subject to interest at 5% per annum above the UK base rate for HSBC prevailing from time to time.
5.5 OCB Media reserves the right to suspend or close the use of the Service by the Account Holder in the event of non payment without prior written notice to the Account Holder. In the event of non payment the Account Holder will be responsible for all costs incurred by OCB Media including without limitation any legal fees incurred.
5.6 For the purposes of these Terms time for payment is of the essence.
6.1 Original content added to a site by the Account Holder, whether media or text, remains the sole copyright of the Account Holder.
6.2 All other Content and images on the Web Site are the copyright of OCB Media and all Intellectual Property Rights in or to the same will at all times remain the property of OCB Media. All rights are reserved. No portion of the Web Site may be reproduced in any form or by any means without the prior written permission from OCB Media.
6.3 The Account Holder acknowledges that they have obtained all necessary Intellectual Property Rights for the Content they add to the site.
6.4 The OCB Media name and logo and all related product and service names, design marks and slogans are the trade names, service marks, or trademarks of OCB Media, and may not be used without the prior written consent of OCB Media.
6.5 While every effort is made to ensure that information on the Web Site is accurate OCB Media assumes no responsibility for errors or omissions.
6.6 All product names mentioned are acknowledged as the trade marks or registered trade marks of their respective owners. All trade marks are acknowledged. The ownership of information, data, trademarks, corporate logos and graphics remain the property of their owners, which are supplied to OCB Media for restricted use on the Web Site and associated publications.
6.7 Nothing in this agreement is intended to or will create any form of partnership or joint venture, agency, franchise, sales representation or employment relationship between OCB Media and/or the Account Holder and/or the User
6.8 No rights to, or property in the Web Site shall pass to the Account Holder or User.
7.1 Subject to Clause 7.2 hereof the User shall not copy, duplicate, translate into any language or in any way reproduce the Web Site or any part thereof or any of the Contents owned by OCB Media or knowingly permit the same without written permission of OCB Media and the respective copyright owner. Each User assumes full responsibility for all risks arising from use of the Web Site.
7.2 The User shall be permitted to reproduce a reasonable number of copies of the Contents, (but not the computer code or any part thereof copy of which is strictly forbidden) for purposes of the User’s own research or private study.
7.3 All and any copies of extracts from the Contents shall be clearly and conspicuously marked with OCB Media copyright notice as follows: “© OCB Media (http://news4.ocbmedia.com/)”.
7.4 Account Holder’s shall ensure that all Users’ employees and representatives are made aware of the above conditions and comply with them.
7.5 Contents published on the Web Site are for information purposes only and it is the responsibility of the User to identify and confirm the accuracy and suitability of the Contents and Account Holders for whatever purpose the User requires or wishes to use the Contents.
7.6 Each User will indemnify OCB Media, its servants and agents, and hold OCB Media, its servants and agents, harmless against all claims, liability, losses, damages and expenses, including, without limitation, legal fees and costs arising out of or incurred as the result of any claims made, or litigation brought, against OCB Media, its servants and agents, as a result of the use by User of the Web Site the Contents or part thereof for whatever purpose.
8. Warranties and Liabilities
8.1 OCB Media warrants that it will use all reasonable care and skill in carrying out obligations under these Terms. All other conditions warranties and obligations implied by statute common law or otherwise and any liabilities arising therefrom are excluded to the extent permissible by law
8.2 The Content has not been written to meet the individual requirements of the Account Holder and is supplied on ‘as is’ basis. No failure of any part or the whole of the Content to be suitable for the Account Holder’s requirements shall give rise to any right or claim against OCB Media.
8.3 OCB Media accepts no liability for the completeness or accuracy of any Contents or for placing the same on the Web Site. OCB Media makes no warranties representations or conditions with regard to any of the Contents whether expressed or implied arising by law or otherwise and there is no implied warranty of merchantability or fitness for a particular purpose.
8.4 The Account Holder accepts that OCB Media is in no way liable for any inaccuracies or misleading statements or representations made in any Contents supplied to OCB Media by third parties.
8.5 Whilst OCB Media makes all reasonable attempts to exclude viruses from the Web Site, it cannot ensure such exclusion and no liability is accepted for viruses. Thus, the Account Holder is recommended to virus check and to insure itself against the risk of virus contamination.
8.6 OCB Media does not limit its liability to the Account Holder or the User for death or personal injury caused by any of OCB Media’s acts or omissions or those of its employees or agents acting in the course of their employment
8.7 Under no circumstances shall OCB Media or any of its officers, directors, employees, subsidiaries, agents, parents, or affiliates be held liable for any indirect, incidental, special or consequential damages, even if OCB Media has been advised of the possibility of damages, (including, without limitation, damages for losses whether of a personal, public, institutional or corporate nature, loss of any revenues or profits) arising in contract, tort or otherwise from the use of or inability to use the Web Site, or any of the Contents, or from any action or decision taken as a result of using the Web Site or the Contents.
8.8 No matter how many claims are made and whatever the basis of such claims, OCB Media’s maximum aggregate liability to the Account Holder or to Users under or in connection with these Terms or any other agreement between the parties, in respect of any direct loss (or any other loss to the extent that such loss is not excluded by the above sub-clauses of this clause 8 or otherwise) whether such claim arises in contract or in tort shall not exceed a sum equal to five times the subscription fee.
8.9 All provisions of this Clause limiting or excluding liability operate separately and shall survive independently of the other provisions.
9.1 If the Account Holder shall be in breach of any of these Terms or shall, in the case of a company, have had a petition for winding up presented against it or a petition for an administration order presented in respect of it or shall have appointed a liquidator or shall have had a receiver appointed over all or any part of its property undertaking or assets or shall, in the case of an individual, have had a bankruptcy petition or order made or presented against him or her or, in either case, if the Account Holder shall have sought to enter into an arrangement with its creditors than and in any such case OCB Media may
9.1.1 Terminate the agreement with the Account Holder and forthwith cease to provide the Services;
9.1.2 Cancel use of the Account Holder and User’s Password.
9.1.3 Decline, withdraw or terminate access to the Web Site.
9.2 The service will terminate at the end of the Subscription Period unless the account holder advises OCB Media in writing that the Service should be renewed.
9.3 In the event that this agreement is terminated by OCB Media pursuant to clause 9 or otherwise the Account Holder:
9.3.1 Will remain liable to pay OCB Media all sums accrued due on or prior to the date of termination
9.3.2 Will continue to respect and uphold all confidentiality and copyright obligations; and
9.3.3 Will if requested by OCB Media, return all materials belonging to OCB Media and return or destroy all copies of the Content and will specifically certify that they have done so.
10. Force Majeure
10.1 No party shall be held to be in breach of its obligations hereunder (except in relation to the obligation to make payments) nor liable to the other for any loss or damage which may be suffered by another party due to any cause beyond its reasonable control including without limitation any act of God, failure, flood, lightning, fire, strike, lock out, trade dispute act or omission of government regulatory authorities other total communications operators or other competent authority.
11.1 Any notice required to be given hereunder shall be sent by first class post or electronic mail and shall be deemed to be given two days after posting if sent by post to the other party’s address as notified by the party or at the time the e-mail is received at either party’s e-mail address if sent by electronic mail.
11.2 Notices and communication to OCB Media should be sent for the attention of:
OCB Media Limited
5 Museum Square
11.3 Notices and communication to the Account Holder should be sent for the attention of the contact name provided by the Account Holder (or, if none, then the Managing Director, senior partner or individual Account Holder) at the address fax or electronic mail supplied by Account Holder in Web Site registration form, or as subsequently notified in writing by the Account Holder to e OCB Media for such purposes.
12.1 Any failure by any party to exercise or enforce any of its rights hereunder this shall not be deemed to be a waiver of any such rights or operate so as to bar the subsequent exercise or enforcement of any such right.
12.2 These Terms and any other expressly incorporated document represents the entire understanding between the parties in relation to its subject matter and supersedes all other agreements or representations made by the parties whether oral or written.
12.3 OCB Media reserves the right to sub-contract any of the work required to fulfil its obligations hereunder.
12.4 If any provision of this Agreement is held to be invalid or unenforceable the validity or enforceability of the remaining provisions shall not be affected thereby
These Terms shall be governed by and construed in accordance with the Laws of England and the parties hereto submit to the exclusive jurisdiction of the English Courts.
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