Product Description

Descriptions of product are indicative only and whilst we try to accurately describe products available from Fifty Lessons, the content may vary slightly from the descriptions as a result of editing or other production considerations.

Orders and Prices

All prices quoted by us are ex-VAT and do not include handling or shipping or local charges unless otherwise stated.

Orders are complete on payment although we reserve the right to substitute updated product or to correct pricing at any time prior to dispatch of Product or provision of access to Product on our or associated servers.

In the event of a pricing error you will be given the choice of cancelling the order and obtaining a refund or continuing with the order at the corrected price and you will be entitled to no other remedy.

Goods ordered via the website will normally only be dispatched after payment has been received and online delivery may be made via 3rd party platforms at our discretion. Online delivery may be provided by our servers or third party servers under contract to us.

No refunds will be made where the seals on any of the products are broken. Where the media on which any Product is delivered is faulty, it will be replaced by us. Any statutory cooling off period expires on the breaking or tampering with Product seals or access to the material. Acceptance of physical Product will be deemed made when the Product is provided at your premises. Refunds will only be made at our entire discretion and providing Product seals are not broken or tampered with. Faulty products will be replaced by us. Online delivery will be deemed accepted when access occurs. Orders can only be accepted with email address where confirmation of terms of sale etc will be sent.

Product is subject to the General Clauses terms and conditions in our purchase orders and/or delivered with the Product. Errors in ordering process may be notified prior to dispatch of goods or access to our telephone number onsite.

Click here to view the General Clauses terms and conditions.

Intellectual Property

All material on this site, including, but not limited to images, illustrations, audio clips, video clips, text and programming is protected by copyright owned and controlled by Fifty Lessons Limited. You may not use, copy, reproduce, republish, extract, abridge, upload, post, transmit, or distribute in any way the material on this Web Site (whether for commercial or other purpose) nor may you incorporate it into any other material, network or database (except with the written permission of the Board collectively or our CEO).

“Fifty Lessons in Business Excellence” and the Fifty Lessons logo are trademarks and service marks (“Marks”) of Fifty Lessons Ltd and all rights in relation to these are reserved. You may not use these Marks without our express written permission.

We retain full ownership of all material, images, text, programming etc including the intellectual property displayed on this Web Site and in the Products.

Product Licences permit the use of the product for the purchasing organi<% =UsUk("s") %>ation and do not permit the use in libraries accessed by the public or limited sectors of the public or the public display of the works. Ownership of the Work and all related intellectual property remains with us at all times and no-one, except the Board collectively, or our CEO, has the authority to vary this and variation must be written. This licence may not be assigned by you.

AntiVirus

We operate up to date antivirus in producing the site and Products. We do not warrant that the site or product is free from malicious code or virus and it is up to you to operate up to date antivirus software.

Liability

To the extent permitted by law, we exclude all liability (whether or not caused by our negligence) arising out of information and Product ordered, viewed from or downloaded from this Web Site or associated sites, including but not limited to liability for indirect or consequential loss or damage, loss of profits, punitive damages, goodwill, damage to reputation or damage to computer software or other computer or storage systems. We are not responsible for the accuracy of the material on this Web Site or in Product, any reliance on it is at your own risk. We do not necessarily endorse the opinions of the Executives features in the Fifty Lessons products. The site and Products are provided “as is” without warranty of any kind, either expressed or implied, including, but not limited to, implied warranties, fitness for purpose or merchantability. We are not liable for links and pointers to internet sites maintained by others. European Statutory Rights are not affected.

Data Protection

You consent that we may hold any personal data you provide to us within the Fifty Lessons group of companies. We will maintain your data under data protection rules applicable in the United Kingdom. Where possible we will hold data within Europe but you consent that we may hold personal data in any part of the world where this is necessary for operational purposes of due to changes in corporate structures. Except where you ask us not to, we may mail you from time to time with promotional offers. We reserve the right to monitor the Internet domain, addresses and other online identifiers from which you accessed our services or provide cookies for security reasons or to improve the services we offer. Your personal information will be archived for up to 7 years.

General

If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. Expressions of interest and associated letters and negotiations are non-binding and all communications and negotiations are subject to contract. Fifty Lessons does not accept pre-contractual liabilities.

This Agreement supersedes all prior agreements, arrangements, warranties and understandings between the parties about the use of the site. You may not assign any right or obligation under this Agreement without our express written consent. No delay or failure by us in exercising or enforcing any of our rights or remedies under this Agreement will prejudice or restrict our rights, nor act as any waiver (whether of existing or future subsequent rights or remedies). Governed and construed in accordance with English law and by the exclusive jurisdiction of the courts of England. Governing Language shall be English. Any action by any party in connection with this site or the Products on the site shall be brought only in the English Courts. US jurisdiction is expressly excluded in any and all circumstances.

Statutory Information

50 Lessons Limited is a limited liability company incorporated in England (04576985).

Registered Office: Fitzroy House, 11 Chenies Street, London WC1E 7EY

Email Address: info@50Lessons.com

Telephone: +44 (0)20 7636 4777

VAT: GB 868 0152 17

Data Protection: dataprotection@50Lessons.com

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General Clauses Terms and Conditions

1. Definitions

1.1 For the purposes of this Agreement the following words and expressions shall, when the context requires, have the following meanings and where the context permits the singular shall include the plural and the masculine shall include the feminine and neuter and vice versa:

• “Consulting Business” – Consultancy Services leading to the commercial exploitation of the Product or which provide the Product in connection with consultancy or training to persons not falling within the class of Authorised Persons, whether for monetary gain or other valuable consideration. Any provision of services solely for the purposes of access to the Product;
• “Delivery Requirements” – as set out in the Schedule;
• “Features” – as set out in Clause 3 below;
• “License Fee” – means the all inclusive fee as set out in the Schedule;
• “Licensed Users” – Any person permitted by the Licensee to access the Licensee’s information services and who is either a) an employee, director or engaged consultant to the Licensee, or b) where the Licensee is an educational body any person who is a current student, faculty member, employee or researcher permitted to access services in the course of the Normal Business of the Licensee via the Licensee’s Network or c) a person physically present on the premises of the Licensee stated above for purposes associated with the Normal Business or the marketing thereof.
• “Documentation” – The manual or manuals (whether in printed or electronic form) specified in Schedule, including any replacements, modifications and additions to such documentation supplied under this Licence
• “Material” – means text, images or other 50 Lessons content including but not limited to that material identified in the Schedule as supplied to the Licensee by 50L in accordance with this Agreement and shall include guidance notes issued by 50L from time to time;
• “Normal Business” – means
  1. for any educational establishment, the teaching, research, and personal educational development carried out by the Licensee as well as the administration and management of the business of the Licensee conducted from its premises Stated herein or via electronic access to the premises (including the servers therein) of the Licensee but shall exclude Consulting Business;
  2. for non-educational establishments, the internal training purposes of the Licensee but excluding Consulting Business
• “Platforms” – means those platforms identified in the Schedule;
• “Term” – (also “Licence Period”) means the period set out in the Schedule starting on the effective date of this Agreement;
• “Territory” – means the United Kingdom although it is recognised that the Licensee will not restrict access from outside the UK;
• “Website” – means the pages of HTML, graphics, images, video and audio, databases or other media assets at the URL shown in the Schedule, and subject to 50L’s agreement its sub-addresses or such other URLs as are agreed in writing and which are made available for distribution and/or distributed or transmitted via, including without limitation, the worldwide matrix of interconnecting computers using the protocol w3c standards and world wide web conventions for reception and display on a CPU at no charge to the user of the Website for accessing the particular site or Material, other than any generic cost of connection to the internet. For the avoidance of doubt this does not allow the making available, distribution, transmission, reception or display of the Material via any other type of reception unit including but not limited to mobile phones, PDA’s or interactive TV.

1.2 Words importing a gender shall include all other genders and words importing the singular shall include the plural and vice versa where the context so admits.

1.3 A reference to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or instrument as amended by any subsequent statute, enactment, order, regulation or instrument or as contained in any subsequent re-enactment thereof.

1.4 The headings of the clauses of this Agreement are for reference purposes only and shall not affect the construction thereof.

2. Grant of Rights

2.1 50L hereby grants to the Licensee a non-exclusive non-transferrable licence to access, receive, use and store the Material on the Licensees computers and via the Platforms for its internal training use throughout the Territory during the Term on the terms set out in this Agreement. For the avoidance of doubt the licence only relates to platforms owned and controlled by the Licensee or provided by 50L and the licence does not allow any further sublicensing or syndication of the Material.

2.2 The Licensee will ensure that the Material does not appear in such a way that it could be associated with other material that could bring 50L into disrepute or could result in any third party claim against 50L.

2.3 The Licensee will not, save where agreed by 50L, incorporate the material into any other material (save that the Licensee shall be entitled to store the material in its database for internal training use within the terms of this Licence) nor provide the material to third parties save as permitted herein. The Licensee shall not use the material for inclusion as part of consultancy services leading to the commercial exploitation of the Product or which provide the Product in connection with consultancy or training to persons not falling within the class of Authorised Persons, whether for monetary gain or other valuable consideration.

2.4 It is also a condition of the Licence that the Licensee makes the Authorised Person aware in advance of the terms of the End-User licence including the restrictions imposed therein and prior to granting access to the Product.

3. Features

50L shall deliver the Material at all times in accordance with the following.

3.1 The Material shall be provided as is and the Licensee shall not be edited, abridged, reformatted or otherwise altered or added to in any way without the written approval of 50L;

3.2 Once the Material has been delivered to the Licensee 50L shall archive the Material on a page of the Website exclusive to the Licensee which the Licensee shall be able to access using logon details to be provided by 50L;

3.3 Lesson cards, where available, summarizing each relevant lesson and downloadable in pdf format, shall be attached as part of the Material;

3.4 The Licensee shall have access to a monthly audit/ usage report via the website which shall provide tracking data regarding which particular user of the Licensee has viewed the Material, and any particular lesson included therein, and when;

3.5 50L shall provide the Licensee with a feedback mechanism to enable the Parties to measure the effectiveness of the delivery, content and use of the Material throughout the Term; and

3.6 Further to feedback provided as at sub-clause 3.5 above should the Licensee wish to expand the service provided hereunder they agree to negotiate such expansion in good faith in accordance with the fees set out in the Schedule.

4. Consideration

4.1 In consideration of the rights granted pursuant to Clause 2, the Licensee shall pay to 50L the Licence Fee plus Value Added Tax, (subject to 50L rendering to the Licensee full and proper VAT invoices) as detailed in, and payable in accordance with, the Schedule.

4.2 50L hereby confirms that it is registered for VAT and that it will provide the Licensee with full, accurate, and proper VAT invoices for all amounts payable under this Agreement.

4.3 The Licensee shall pay 50L such sums as are due within 30 days of the date of the invoice referred to in Clause 4.1.

4.4 If any sum payable to the Licensor by the Licensee is not paid by the due date, the Licensor may suspend all rights granted to the Licensee in this Agreement and/or charge interest on any sums due (after as well as before any judgement) from the last date for payment of that sum to the date of actual payment as the rate established in the Late Payment of Commercial Debts (Interest) Act 1998, whether or not that Act would otherwise apply to the parties and any payment received shall firstly be applied such interest. The rate of interest will not normally be more than 4% above the stated base rate at the Bank of England. Time is of the essence in respect of payment.

5. Clearances

5.1 50L warrants that all necessary rights in the Material have been cleared to enable the Licensee to exercise the rights granted herein.

6. 50L’s Representation and Warranties

6.1 50L represents and warrants that:

1. It has full authority to enter into this Agreement and to grant the rights granted to the Licensee hereunder and is not under any disability prohibition or restriction which may prevent 50L from performing or observing any of its obligations or warranties.
2. There are and shall be no claims, demands, liens, encumbrances or rights of any kind in the Material resulting from any act or omission by 50L which might impair or interfere with the rights granted to the Licensee hereunder, and all necessary consents and permissions have been obtained by 50L in respect of the Material.
3. Except as set out above in this Clause 6 the Product is provided “as is” and 50L hereby excludes, to the extent permitted by law, all other warranties and representations, whether express, implied or statutory.

7. Delivery and Viruses

7.1 50L shall deliver the Material in accordance with the Delivery Requirements.

7.2 Anti-virus shall be the responsibility of the Licensee. 50L makes no warranties as to any viruses or bugs contained in the Material, including without limitation their delivery via email, whether caused by negligence or otherwise except as expressly provided herein. 50L’s liability to the Licensee for any losses shall not exceed the amount paid by the Licensee hereunder.

7.3 Any dates given by us for delivery or otherwise are given in good faith, but we will not be liable for any loss, injury, damage or expenses arising directly or indirectly from any delay and time will not be of the essence in respect of our performance of the terms of this Licence.

7.4 Your licence will be extended by one day for any day when our servers are not providing the Product as determined by our access analysis. This will be carried out by the BBC verifying whether access is available to our service.

8. The Licensee’s Representations and Warranties

8.1 The Licensee represents and warrants that:

1. It has full authority to enter into this Agreement and is not under any disability, prohibition or restriction which may prevent the Licensee from performing or observing any of its obligations or warranties; and
2. It shall not make any unauthorised use whatsoever of the Material except as permitted by the terms of this Agreement.

9. Liability and Indemnity

9.1 Subject to clause 9.4, each party (the Indemnifier) hereby agrees to indemnify the other (the Indemnified) against any and all actions, claims, costs (including legal costs and expenses properly incurred), damages, demands, liabilities, direct losses, proceedings or suits brought against, suffered or incurred by the Indemnified as a consequence of any breach or non-observance of any of the Indemnifier’s warranties and or obligations set forth in this Agreement. The Indemnified shall give the Indemnifier prompt notice of any such actions, claims, demands, proceedings or suits and the Indemnifier shall have the sole right to defend and/or settle the same as it sees fit.

9.2 Neither shall be liable to the other under this Agreement in contract, tort (including negligence) or for breach of statutory duty or in any other way for: any indirect economic losses (including without limitation, loss of revenues, profits, contracts, business or anticipated savings); or any loss of goodwill or reputation; or any special or indirect or consequential losses, third party losses or losses associated with any other component use or incorporated use, in any case whether or not such losses were in the contemplation of the parties at the date of this Agreement.

9.3 All implied warranties or conditions are excluded to the fullest extent permissible by law.

9.4 The liability of either party under this Agreement is limited to £5000.

9.5 The liability of neither party is limited or excluded in relation to fraudulent misstatement, death or personal injury arising from any Party’s negligence.

10. Termination

10.1 Either party shall be entitled to terminate this Agreement forthwith by giving written notice to the other if:

1. either party fails to perform or observe any of the obligations or warranties on its part to be performed or observed hereunder and, if the breach is capable of remedy, fails to remedy the breach within thirty days of receipt of a written notice giving full particulars of the breach and requiring it to be remedied;
2. an encumbrancer or a receiver or similar officer is appointed over any of the property or assets of the other party;
3. either party makes any voluntary arrangement with its creditors, becomes subject to an administration order or seeks relief under any bankruptcy law or similar law for the protection of debtors or suffers a petition of bankruptcy to be filed against it;
4. either party ceases, or threatens to cease, to carry on business.

10.2 Termination of this Licence shall not prejudice any rights of either party which have arisen on or before the date of termination.

10.3 Immediately on termination of this Licence, the Licensee shall cease to use the Product.

11. GENERAL CLAUSES

11.1 Intellectual Property

• The Product and the Documentation and the copyright and other intellectual property rights of any nature in the Product and the Documentation (including any derivative work) are and remain at all times the property of 50L.
• The Licensee shall not acquire any title, copyright or other proprietary rights in Product or Licensed Materials.
• The Licensee agrees not to remove or in any way modify any proprietary marking including any trade mark or copyright notices on or in Product or its carrier medium or on any Licensed Materials. The Licensee shall incorporate such proprietary markings in any permitted derivative material.
• The Licensee shall not make any modifications, additions or enhancements to Product without 50L prior written consent
• The Licensee will promptly notify 50L if it becomes aware of any unauthorised use of the Product and/or the Documentation by any person.
• 50L reserves the right to provide Licensee with replacement products of equivalent value at any time, including if a third party brings a claim for breach of intellectual property rights relating to the Use of the Product or Documentation. No rights of compensation will arise from any such replacement and the entire liability for infringement or claim thereof will be to supply replacement products of equivalent value.
• Licensee may make only one copy of each Product for the purposes of backup and must make sure that any such copy in unaltered and contains the copyright and other proprietary notices which were on the originals and any usage thereof maintained within the Licenced User tracking system agreed between the parties.
• The control and distribution of the Product is the responsibility of the Licensee. The Licensee will not permit any third party (not being an Authorised Person) to use the Product and/or the Documentation.
• The Licenseee will follow all reasonable instructions given from time to time by us with regard to the use of the Product and must allow 50L or 50L’s agents, at all reasonable times, to enter Licensee premises to verify that the use of the Product is within the terms of this Licence.
• The Licensee must advise 50L, in writing, of any claim arising out of the 50L material and must not say or do anything to harm the defence or settlement of any claim and permit 50L to have any reasonable control of any claim and must also co-operate fully with 50L in relation to any piracy or intellectual property infringement arising out of Licensee use of the product.
• 50L will have no liability whatsoever for infringement of a third party’s intellectual property if the claim arises because of, or in connection with use of the Product or Documentation that is not allowed by this Agreement or products which have been superceded or withdrawn.

11.2 Force Majeure

Notwithstanding anything to the contrary in this Agreement, neither party shall be liable to the other for any failure of performance hereunder which is due to a so-called ‘act of God’, accident, fire, lockout, strike or other labour dispute, riot or civil commotion, failure of technical or electrical facilities not within the parties’ reasonable control, act of public enemy, enactment, rule, order or act of government (whether national or local), or other act or event of a similar or dissimilar nature beyond the reasonable control of either party, any such act or event being deemed a force majeure event. Upon cessation of the force majeure event, all of the provisions of this Agreement shall resume, in full force and effect, with any amendment(s) as the parties may agree that are necessitated by the suspension.

11.3 Confidentiality

Each party shall keep confidential the terms of this Agreement and any information relating to the business affairs of the other which may come to its attention and will not disclose the terms hereof or any such information to any other person. Each party undertakes to procure that its employees, servants and/or agents are aware of and are bound by the provisions of this Clause.

11.4 No Unapproved Announcements

No public announcement, communication, or circular concerning this Agreement or any actions taken pursuant to this Agreement shall be made or despatched by either Party without the prior written consent of the nominated representative of the other.

11.5 Non-Exclusivity

Nothing in this Agreement shall prevent either Party from engaging in similar agreements with third parties before, during, or after the Term of this Agreement.

11.6 Waiver

1. No delay, neglect or forbearance on the part of either Party in enforcing against the other Party any term or condition of the Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that Party under the Agreement.
2. Any waiver granted under this Agreement shall not be a continuing waiver or operate as a waiver of any other breach.
3. No waiver of any term or condition of this Agreement shall be effective unless made in writing signed by a person authorised to do so on behalf of such Party against which enforcement of the waiver is sought.

11.7 Entire Agreement

This Agreement may be executed in two counterparts, including electronically, each of which shall be deemed to constitute an original, and shall become effective when each counterpart has been signed by each party hereto. This Agreement supersedes all prior agreements, arrangements and understandings between the Parties and constitutes the entire agreement between the Parties relating to the subject matter hereof. No addition to or modification of any provision of this Agreement shall be binding upon the Parties unless made in writing & manuscript signed by a duly authorised representative of each Party. The Licensee hereby acknowledges that no reliance is placed on any representation or other statement made but not embodied in this Licence and that no application of culpa in contrahendo principles shall apply.

11.12 Severability

If any provision of this Licence shall finally be held illegal or unenforceable such provisions shall be severed and the remainder of the Licence shall remain in full force and effect unless the business purpose of the Licence is substantially frustrated thereby.

11.13 No Partnership

Nothing in this Agreement shall be deemed to constitute a partnership or joint venture or agency or contract of employment between the Parties to this Agreement.

11.14 Assignment

The Licensee shall not be entitled to assign or license the whole or any part of its rights under this Agreement. 50L may assign to any a subsidiary or associated company of it or a subsidiary and in such event all of the representations, warranties and undertakings on the part of 50L contained in this Agreement shall inure for the benefit of the assignee and if such assignee undertakes direct with the other Party to comply with the obligations of the assignor to the other Party (but not otherwise) then with effect from the date of such undertaking the assignor shall have no further liability to the other Party.

11.15 Contracts (Rights of Third Parties) Act 1999

This Agreement does not create or infer any rights under the Contracts (Rights of Third Parties) Act 1999 enforceable by any person who is not a party to the Agreement.

11.16 Notices

All notices which are required to be given hereunder shall be in writing and shall be sent to the business contacts shown in the Schedule, copied to the Head of Legal at the Company address shown on the front of this agreement. Any such notice may be delivered personally or by first class pre-paid letter, telex or facsimile transmission 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 telex or facsimile transmission when despatched, subject to a despatch receipt.

11.17 Governing Law

This Agreement shall be governed and construed in accordance with the laws of England and Wales and subject to the exclusive jurisdiction of the Central London County Court and London High Court whose courts shall be the sole courts of competent jurisdiction. Each party irrevocably submits to the jurisdiction of the English Courts or LCIA and undertakes and warrants not to challenge such jurisdiction. Any award made by those bodies to a party shall be enforceable upon application in the Courts of the other party as if an existing final judgement in the Courts of that other party.