Health and Safety Training - Terms and Conditions of licence

Our terms

1. Interpretation

   1. Definitions

      Account: means the account registered to you under a Licence through which you and Users will be granted access to the GreenPro Portal and Courses under these terms.

      Content: means all images, videos, articles, guidance, e-learning materials and any other digital content we make available as part of the Products, as applicable.

      Courses: means our online, paid for professional, training modules and related Content, which are accessed via the GreenPro Portal and Licences for which may be purchased by you under these terms and conditions.

      Course Fee: means the fee payable by you for the Course(s) and which is applicable for the Course Term.

      Course Term: means the duration which a Course is made available to you and your nominated Users from the date of purchase in accordance with this terms, such duration will be 12 months unless otherwise agreed between you and us.

      Licence: means the licence(s) which may be purchased by you from us for a Course, under these terms and which relate to your, and any other Users, use of the applicable Course.

      Licensee Data: means the data inputted by or on behalf of you, for the purpose of using or facilitating your use of the Products and any data generated by, or derived from your use of the Products whether hosted or stored within the GreenPro Portal or elsewhere.

      Licence Manager: means the User nominated by you as the representative to manage the Licence and otherwise communicate with in respect of the Products and Fees.

      GreenPro Portal: means the learning management system portal through which we will make the Courses available to you, as known as the GreenPro Interactive Training Portal.

      Products: means together the Courses and the GreenPro Portal.

      Support Policy: means the support policy and related service levels detailing the support which we will provide for the Products, as available at www.greenpro.co.uk and as we may update from time to time.

      User: means any person you have nominated to be a User in accordance with clause 4 and who may access Courses under Licences which you purchase on their behalf.

      Viruses: 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.

2. These Terms

   1. What these terms cover.

      These are the terms and conditions on which we grant the License and supply the Products to you.

   2. Why you should read them.

      Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide Licences to you, how you may use the Products, how you and we may change or end the contract, what to do if there is a problem and other important information.

   3. "Writing" includes emails.

      When we use the words "writing" or "written" in these terms, this includes emails.

3. Information about us and how to contact us

   1. Who we are.

      We are Evergreen Energy Limited, trading under product brand GreenPro, a private company incorporated in England and Wales under company number 07588438 and having our registered office at Evergreen House The Edge, Clowes Street, Manchester, England, M3 5NA.

   2. How to contact us.

      You, and any User, can contact us by using the Contact Us form on the GreenPro Portal, or contacting our customer service team using 0161 768 5807or email [email protected].

   3. How we may contact you.

      If we have to contact you we will do so by telephone or by writing to your Licence Manager at the email address registered to your Account.

   4. GreenPro Portal licence.

      On successful registration of an account for the GreenPro Portal, in accordance with this terms and subject to your compliance with them, we grant to you a limited, non-exclusive, non-transferable, revocable licence, without the right to sublicense, to access and use the GreenPro Portal in order to view and purchase our Courses on behalf of your Users.

   5. Course subscriptions.

      In consideration of payment by you of the agreed Course Fee and you agreeing to abide by these terms, we grant to you a limited, non-exclusive, non-transferable, revocable licence, without the right to sublicense, to permit the nominated Users to use the Course during the Course Term solely for your internal business operations. In relation to the Users, you undertake that:

      1. the maximum number of Users that you authorise or otherwise permit to access and use the Course does not exceed the number of User subscriptions you have purchased for the Course from time to time in accordance with these terms;
      2. you will not allow any User subscription to be used by more than one individual unless the User subscription has been reassigned in its entirety to another individual User, in which case the original User shall no longer have any right of access or use; and
      3. each User shall keep an individual email address secure password for their use of the GreenPro Portal.

   6. Licensee Data.

      You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Licensee Data. You hereby license us to use the Licensee Data for:

      1. The proper performance of providing the Products;
      2. the purposes set out in our Privacy Notice as described in clause 16; and
      3. all other purposes relevant to the proper exercise of our rights and obligations under this agreement.

   7. Audit.

      We will be entitled to conduct an audit on reasonable notice in order to confirm the number of Users or unauthorised individuals accessing your Account and if such an audit reveals you have underpaid Subscription Fees, then without prejudice to our other rights, you shall pay us an amount equal to such underpayment of Subscription Fee as calculated on a pro rata basis for the actual number of people using the Account. Such audit may be undertaken automatically by us through operation of the Products.

   8. Prohibited behaviour.

      You will not access, store, distribute or transmit any Viruses, or any material during the course of your use of the App and/or Academy that; is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or 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, and any of your Users’, access to the Products.

   9. Restricted acts.

      You will not (except as may be allowed by any applicable law which is incapable of exclusion by agreement between us):

      1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Products in any form or media or by any means; or
      2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Products; or
      3. access all or any part of the Products in order to build a competing product or service; or
      4. use the Products to provide services to third parties; or
      5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Content available to any third party except the Authorised Users, or
      6. attempt to obtain, or assist third parties in obtaining, access to the Products, other than as provided under these terms; or
      7. introduce or permit the introduction of any Virus or other vulnerability into our network and information systems.
   10. You will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Products and, in the event of any such unauthorised access or use, promptly notify us.
   11. The rights provided under these terms are granted to you only and shall not be considered granted to any subsidiary or holding company unless otherwise agreed in writing between us.
   12. You are responsible for procuring compliance with these terms by all Users and any breach of these terms by a User will be deemed a breach by you.

4. Our contract with you

   1. How we will accept your order. If you are interested in purchasing Licences for Courses, then a request can be made via the GreenPro Portal or by email using the contact details in clause 3.2 above (or such email as specified on the GreenPro Portal). We will then provide you with a quote via email which remains valid for 30 days from the date it is sent. You may accept the quote by responding to the email and confirming this, at which time we will issue an invoice and payment link for the applicable Course Fees. Once the Course Fees are paid, the order will be placed and a binding contract will come into effect. Following your first order, we will set up an Account for you, add the initial Users and first Courses purchased. All future orders will be managed in the same way and be added to your existing Account.
   2. If we cannot accept your order. If we are unable to accept your order, we will inform you of this at the time of order and will not charge you for the Licence. This might be because of unexpected limits on our resources which we could not reasonably plan for or because we have identified an error in the price or description of the Licence or Products. This will also happen if your payment (under clause 13.7) is refused by our third party payment partner.
   3. User access. We will enable the Licence Manager to assign individual User accounts by inputting individual email addresses for each User you have designated, so they may log in to the GreenPro Portal to access the Courses. If you choose not to have a Licence Manager or otherwise do not administer the Account, we will do this on your behalf. Once registered, Users may reset their password following the prompts in the GreenPro Portal and our password minimum standard requirements. Licences for Courses may be purchased for such Users in accordance with these terms.
   4. Account Security. Subject to clause 4.3, your Licence Manager’s username and password, and the usernames and passwords for each User, are confidential. You must not disclose this information to any third party and are responsible for ensuring any Users comply with this requirement. We have the right to disable your and/or any User access or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use or any acceptable use or community guidelines we publish in the Products.
   5. Notification. If you know or suspect that anyone other than you, or a User, knows your user (or one of your Users) password/s, you must immediately notify us via telephone at 0161 768 5807 or email [email protected].
   6. Liability for Users. Please note that, in accordance with these terms, you will remain fully liable for all acts and/or omissions of Users registered to your Account and/or any other person you permit to access the Courses or the GreenPro Portal.

5. Products and Content

   1. Products and Content may vary slightly from their description. The description of the Courses are for illustrative and information purposes only. Although we have made every effort to accurately describe the Courses and Content, they may vary slightly from the description.

6. Your rights to make changes

   1. Access to further Courses can be added as required. If you wish to make a change to the Licence or Courses then please contact us via the GreenPro Portal or direct by telephone at 0161 768 5807 or email [email protected]. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the Licence, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

7. Our rights to make changes

   1. Minor changes to the Licence or Products. We may change the Licence and/or Products:
      1. to reflect changes in relevant laws and regulatory requirements;
      2. by changing the timing and/or duration of the Content;
      3. by changing the personnel involved in or responsible for the Content;
      4. by changing, adding, amending, removing and/or otherwise determining the Content;
      5. to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not materially affect your use of the Licence or digital content.
   2. More significant changes to the Courses and these terms. In addition, we may make the following changes to these terms or the Products, but if we do so we will notify you and you may then contact us to end the Course Term before the changes take effect and receive a refund for any Licence or Course Term paid for but not received:
      1. Changes to the Course Fee other than as permitted under clause 13.3; or
      2. Changes to the overall purpose and scope of the GreenPro Portal and/or the Courses and which materially impacts any current Licences already purchased.
   3. Upgrades, updates and new versions. We may update, upgrade and/or create new versions of the Products at our discretion and each update, upgrade or new version will be considered to constitute the Products for the purposes of these terms and your Licence.
   4. Updates to digital content. We may update and/or provide new Content, from time to time in order to provide you with new or functioning Content, provided that the digital content shall always be relevant for the Licence purchased.

8. Providing the Products

   1. What will happen if you do not give required information to us. We may need certain information from you so that we can enter the Licences, for example, business information, employee information, nominated Users, client details and services. If so, this will have been stated via email or the GreenPro Portal, and will be requested when setting up the Account. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may not be able to grant the Licence and may need to end the contract . We will not be responsible for any delays in setting up the Account, supplying the Products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
   2. Reasons we may suspend the supply of Products to you. We may have to suspend the supply of the Products to:
      1. deal with technical problems or make minor technical changes;
      2. update the Products to reflect changes in relevant laws and regulatory requirements;
      3. make changes to the Licence or Content as requested by you or as permitted for us (clause 7); or
      4. implement updates, upgrades and new versions.
   3. We may suspend your Licence if you do not pay. If you do not pay us for the Licence when you are supposed to (see clause 13.7) we may suspend your Licence until you have paid us the outstanding amounts.
   4. Suspending access to the GreenPro Portal. If you breach these terms and conditions then we will be entitled to suspend your, and your Users, access to the GreenPro Portal until such breach is resolved. We reserve the right to suspend access for any User not complying with these terms.

9. Our obligations

   1. Skill and Care. We will use reasonable skill and care in supplying the Products and the Products will substantially conform with their description.
   2. Support. We will comply with our Support Policy when supporting your use and access to the Products.
   3. Non-conformance caused by you. clause 9.1 shall not apply to the extent of any non-conformance which is caused by your use of the Products, or is related to information, materials or content which you have provided. If our Products do not conform with the foregoing undertaking, we will use all reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 9.1.
   4. No warranty. We do not warrant that:
      1. Your use of the Products will be uninterrupted or error-free;
      2. that the Products will meet your requirements; or
      3. the Products will be free from vulnerabilities or Viruses.
   5. No responsibility for external communications. We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Products may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
   6. Necessary Licences. We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under these terms.

10. Your rights to end the Licence

    1. Ending the Licence because of something we have done or are going to do. If you are ending the Licence for a reason set out at (a) to (e) below all impacted Licences will end immediately and we will refund you for the Course Fee applicable for the remainder of the Course Term. The reasons are:
       1. we have told you about an upcoming material change to the Course(s) which you do not agree to;
       2. we have told you about an error in the price of the Course Fee and you do not wish to proceed;
       3. we have suspended supply of the Courses for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 2 consecutive weeks; or
       4. you have a legal right to end the contract because we have materially breached these terms.
    2. Duration of access to Courses: Subject to 10.1 access to the Courses will continue from the date or purchase under clause 12.1 for the Course Term during which time you and the nominated Users will have access to that Course subject to your Licence under these terms. At the end of the Course Term, access to that Course will cease.
    3. Duration access to GreenPro Portal: You and nominated Users will have access to the GreenPro Portal from the date an account is created under clause 4.1. Such access will continue for the duration of all Licences purchased for Courses. We may restrict access for any future Courses by providing notice to you, which may be via the GreenPro Portal, but such restriction will not impact any Licences already purchased. Following such notice and once all then current Course Terms have completed, access to GreenPro Portal and respective licence will automatically cease.

11. Our rights to end the contract

    1. We may end all Licences and access to the GreenPro Portal if you breach these terms . We may end all Licences, end access to GreenPro Portal and delete your individual User account/s, at any time by writing to you if:
       1. we reasonably consider you are acting inappropriately or illegally, including by materially or consistently breaching our acceptable use/community guidelines for the GreenPro Portal; or
       2. you breach these terms and any such breach, if capable of remedy, is not remedied within 7 days.
    2. We may end access to specific Licences. We may end specific Licences and access to respective Courses at any time by writing to you if:
       1. you do not make any payment to us when it is due and you still do not make payment within 14 days of us reminding you that payment is due; or
       2. you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to enter the Licence or supply the Courses.
    3. You may need to compensate us if you break the contract. If we end Licence(s) in the situations set out in clause 11.1 or 11.2, we may (i) charge you for any Course Fees not already paid for the Course Term; retain any Course Fees already paid for the remainder of the Course Term. We are also entitled to claim reasonable compensation for the net costs we will incur as a result of your breaking the Licence contract.
    4. We may withdraw the Products. We may write to you to let you know that we are going to stop providing the Courses and/or access to the GreenPro Portal either completely or in the jurisdiction which you are based and/or trade. We will let you know at least 2 months in advance of our stopping the supply and will refund any Course Fees you have paid in advance for the period when the Courses and/or the GreenPro Portal will not be provided.

12. Price and payment

    1. The Course Fees. The Course Fees will be for individual nominated Users to access and use the Courses for the price indicated in the quote when you placed your order and VAT will apply as set out. If you wish to purchase Licences for Courses for additional Users then this can be done at any time via requesting a quote and paying the Course Fee in accordance with clause 4.1, and the Courses will be made available from the date of purchase.
    2. Course Fee increase. We are entitled to increase the Course Fees at our discretion, but these will not impact any Courses already purchased at the date of increase.
    3. What happens if we got the price wrong. It is always possible that, despite our best efforts, we may have quoted the wrong Subscription Fee or other prices. We will normally check prices before accepting your order so that, where the Subscription Fee at your order date is less than our stated Subscription Fee at your order date, we will charge the lower amount. If the correct Subscription Fee at your order date is higher than the Subscription Fee stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where there is a pricing error, we may end the contract and refund you any sums you have paid.
    4. When you must pay and how you must pay. We accept payment on a via BACS and our third party payment provider (in which case payments will be subject to the third party’s payment terms and conditions). The Course Fee applicable for the entirety of a Course Term must be paid in advance at the time of order. We will provide a receipt of payment for your records at this time. We may, with your agreement, set up payment via Direct Debit.
    5. What to do if you think an invoice or payment is wrong. If you think an invoice or payment made is incorrect please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.

13. Intellectual Property

    1. Products: You acknowledge and agree that we or our licensors own all intellectual property rights in the Products and any other materials or content which we supply or make accessible under these terms. Except as expressly stated in these terms, we do not grant you or any Users any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Products.
    2. All rights confirmed. We confirm that we have all the rights in relation to the Products that are necessary to grant all the rights we purport to grant under, and in accordance with, these terms and your Licence.
    3. You must not use or display any accrediting body marks that may be included in any of the Products without our express written permission.

14. Responsibility and liability

    1. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
    2. When we are liable for damage to your property. If defective Content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will be entitled to elect to repair the damage at our cost and, in this event, this will be your sole remedy for such damage. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
    3. Consequential loss. Subject to clause 15.1 , we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of or damage to goodwill; and any indirect or consequential loss.
    4. Liability Cap. Subject to clause 15.1, our total liability to you arising under or in connection with these terms and your use of the Products, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to, the total Course Fees paid to us in the 12 months prior to the event giving rise to the claim.
    5. Exclusion of warranties. We have given commitments as to performance of the services and provision of the Licences in clause 4 In view of these commitments, the terms implied by sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    6. Events Outside of our Control: We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
    7. Not providing advice: We only to provide access to training materials and resources to assist you in complying with legislation and regulations, including in respect of health and safety. We do not provide any warranty or guarantee as to your subsequent compliance with such law or regulations, the responsibility of which will always remain with you. Therefore you will retain ownership of, and remain responsible for, the implementation and management of health and safety, or other matters covered by our Courses, within your workplace(s).
    8. Suitability of course: You are responsible for deciding which Courses are required for you and your Users, and we make no warranty or guarantee that the Courses we offer will be suitable for a particular need you have. However, we will use all reasonable endeavours to ensure the Courses we offer are suitable in respect of any description or specification we provide, and any subject matter referred to in the same.

15. How we may use your personal information

    1. How we may use your personal information. We will only use your personal information as set out in our Privacy Policy.
    2. User personal information. If you provide any personal information on behalf of a User then you must ensure that you have a legal basis for doing so and such sharing of personal information is compliant with the Data Protection Act 2018. To the extent that we rely on and process such personal information in provision of the Products to you, you shall indemnify us in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim brought against us, our agents, subcontractors or consultants for actual or alleged breach of this clause 16.2, the Data Protection Act and/or any other applicable data protection law relating to the processing of User personal information you share.

16. Other important terms

    1. We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this.
    2. You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
    3. Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.
    4. If a court finds part of this contract illegal, the rest will continue in force. Each of the clauses and sub clauses of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
    5. Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the Products and operate the Account, we can still require you to make the payment at a later date.
    6. Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law and subject to the exclusive jurisdiction of the Courts of England and Wales.

Appendix A - Support Policy

1. Support Period

   1. Support Period

      Support is available to customers and Users from 9am – 5pm (English time) on Business Days

2. Reseller & End Client Support

   1. Issue:

      Means an issue that you or a User has with the Products.
   2. As soon as you becomes aware of an Issue, please inform us (“Issue Notification”) in one of the following ways:
      1. by e-mail to [email protected], or;
      2. by telephone to 0161 768 5807
      3. from the GreenPro Portal itself
   3. Each Issue Notification shall include the following information:
      1. organization name; and
      2. the name of the person reporting the Issue; and
      3. details of the Issue
      4. any other information needed for us to resolve the Issue as quickly as possible
   4. Customers shall, and shall ensure Users, provide GreenPro with any further information or data that we might reasonably require in order to correctly diagnose and resolve an Issue. You agree and understand that we cannot begin the process of Issue resolution until we have been able to identify and replicate the Issue, and you shall provide us with all reasonable assistance required to enable us to do so.
   5. We shall notify the Licence Manager by e-mail when we believe that the Issue has been resolved. Unless we then receive further notification from you within three (3) Business Days that the Issue remains, such Issue shall then be considered to be closed.
   6. We shall use its reasonable endeavours to resolve each Issue notified to it within the following timescales: