RUBICA CHANGE & ANALYTICS LIMITED
E-LEARNING PLATFORM
TERMS AND CONDITIONS
Welcome to the Rubica Academy.
This Service is operated by Rubica Limited (“us” or “we” or the “Company”) and the following is the terms and conditions governing your use and access (as “Client” or referred to as “you”) to the Service via our Rubica e-learning platform (the "Rubica Academy").
Here at Rubica we aim to speak in plain language, so it’s clear and easy to understand for all involved. You will accept these terms and conditions by ticking the box to confirm your online subscription to the Rubica Service.
If you have any questions before subscribing, please email us [email protected] and we’ll help you out.
| Fee & payment terms | Any price stated excludes VAT(“Fee”) and is to be made in full by you at the time of online subscription to our Service and then annually thereafter on the anniversary of the Commencement Date (point of annual service renewal). |
| Commencement date | The date that you physically sign up online to the Service (making your payment of the Annual Fee and accepting these Terms and Conditions) and at which point your subscription to the Service will commence. |
| Initial term | The Initial Term will be 12 months from the Commencement Date. Your subscription to the Service will automatically renew on an annual basis however you have the right to opt out of the renewal, as detailed below. |
| Annual review of the service | At the end of the Initial Term, the Service will automatically renew on a rolling annual basis and we will bill the Fee to cover the next calendar year. You may opt-out of automatic renewal, as detailed below. |
| Termination | You have 14 days from the Commencement Date to contact us in writing if you wish to terminate the Service. After that point, there is no general right of termination in the Initial Term. You may give us written notice that you do not wish to renew your usage of the Service at the end of the Initial Term, with this written notice to be received by us not less than 7 days’ before expiry of the Initial Term. Once your annual renewal to the Service takes place, then there is no right of termination until a further year has elapsed. In each subsequent year that you access the Service, you may provide (not less than) 7 days’ written notice prior to expiry of the year’s service if you do not wish the renewal to take place. We will acknowledge your termination notice in writing and confirm the termination date. |
DEFINITIONS
Agreement: the agreement between us which consists of this terms and conditions document, which may be revised from time to time and the latest version will always be available on our website www.rubica.co.uk
Authorised User: the nominated representative of the Client who is authorised by the Client to be the primary user and access the Service (and, where applicable, the Documentation) at any given point in time, as described in this Agreement.
Commencement Date: the date upon which this Agreement takes effect, as defined in the Schedule above.
Client: the corporate entity named in your online application which is subscribing to the Service (also referred to in this Agreement as ‘you’).
Client Account Contact: your lead contact for administrative purposes, as detailed by you when you sign-up online to the Service.
Client Data: any data (including personal data) and/or documents inputted or uploaded by you, your Authorised User or Team Users (or by us on your behalf) into the Client area of the Rubica Academy and includes any files, materials and structured data, plus any account and contact information.
Fee: the fee payable by you to us for the Service, as detailed in the Schedule above (and as may be varied from time to time in accordance with these Terms and Conditions).
Documentation: user guides and/or training documents (including videos or audio files) made available to you by us from time to time in relation to your ongoing use of the Service.
Initial Term: the initial term of the Agreement as set out in the Schedule above.
Intellectual Property Rights means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
Rubica Academy: our bespoke online learning and training platform and any online software applications and management tool provided by us as part of providing the Service.
Service: the service(s) provided by us to you as described in the Schedule above and which will be delivered to you online using our Rubica Academy, as may be more particularly described in the Documentation.
1. SERVICE.
1.1. Subject to the terms of this Agreement, we grant to you a non-exclusive, non-transferable right and licence to use the Service, which is hosted online within our Rubica Academy.
1.2. The rights granted to use the Service are personal to you as Client and may not be transferred to any other party without our prior written consent.
1.3. Unless otherwise agreed in writing by us, you may only use the Service for your internal business operations.
1.4. We may update and improve the Service from time to time without notice to you. If we change the Service in a manner that materially reduces the functionality, we will inform your Client Account Contact in writing.
2. ACCESS TO THE SERVICES.
2.1. We are the provider of online learning and training services, and we host our products inside our “Rubica Academy” making accessible to our customers online. This is where your Service provision will be hosted by us and accessed by you, in accordance with the terms of this Agreement.
2.2. Upon the Commencement Date, your Client Account Contact will be granted access to a designated, online Client area within our online Rubica Academy which is where you will access the Service. You will also find Documentation explaining how to use the particular Service you have purchased.
2.3. Your nominated Client Account Contact will use a registered email address as username in order to generate a password. This will allow the Authorised User(s) to access the Service inside our Rubica Academy.
2.4. Your Client Account Contact shall access the Service as first user and with administrative rights to set up and manage your Client area within the Rubica Academy. The Client Account Contact is then responsible for granting primary access to the Authorised User. If the Service you have purchased allows you to issue further licences (for example to Team Users for assessment purposes) then the Documentation will explain how to do this.
2.5 The Rubica Academy is designed so that the Client Account Contact will (as relevant to the Service):
2.5.1. manage and control access to the Service for Authorised User(s) and/or Team Users including administrative rights to manage the Service as required;
2.5.2. grant access to the Service within the Rubica Academy to your Authorised User(s) and change to alternative Authorised User(s) when or if required by your business need;
2.5.3. import, upload and manage Client Data onto the Rubica Academy and support the Authorised User to do the same;
2.5.4. monitor, restrict or terminate access to Authorised User or Team User Accounts.
2.6. It is important to note that your access to the Rubica Academy is a secure area which is only accessible by a designated number of Authorised Users for the Service you have purchased. If you have purchased a Service which also allows access to Team Users then the Team Users will be granted a limited level of secondary access (e.g. for the purpose of completing an assessment or psychometric tool).
2.7. You agree to use your best endeavours to prevent any unauthorised access to, or use of, your Client area within the Rubica Academy, the Services and/or the Documentation. In the event of your becoming aware of any such unauthorised access or use, you must notify us immediately so that we can help you to mitigate any associated risk.
3. AUTHORISED AND TEAM USERS.
3.1 You are responsible for appointing and managing your Authorised User(s) and Team Users and for ensuring that each Authorised User and Team User adheres to the terms of this Agreement where applicable.
3.2. In relation to your Authorised User, you agree as follows:
3.2.1. The Schedule to this Agreement details the number of Authorised Users able to access and use the Service, although should you require additional Authorised Users you may buy additional licenses from us at a fee to be mutually agreed;
3.2.2. you will not allow each Authorised User account to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services;
3.2.3. the Authorised User shall keep a secure password for their use of the Service and keep the password confidential;
3.2.4. the Authorised User must be operating as part of your business offering and in particular must have a registered email address on the registered account business domain;
3.2.5. you shall maintain a written, up to date list of current and past Authorised Users and Team Users and promptly provide such list to us at our request.
4. CLIENT DATA AND PERSONAL DATA.
4.1. You acknowledge that you are responsible for all Client Data placed into the Rubica Academy during your use of the Service, and that you shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of any Client Data. We are not in any way responsible for your Client Data nor the conduct of your Authorised User and Team Users.
4.2. The Agreement between you and us does not operate in any way to give us any rights or ownership to your Client Data, except for the limited rights that enable us to offer you the Service as anticipated by this Agreement. In this regard, you agree that we may access the Client Data in order to generate reports and recommendations and to collate information into useful analytical data for you.
4.3. The specific Service we provide to you may require our system to access, store, and back-up your Client Data from time to time. You give us permission to do those things, and this permission extends to our trusted third-party suppliers, such as our software developers. Where we access your Client Data, we agree to treat this as confidential at all times and shall ensure that our third party suppliers do the same.
4.4. In the event of any loss or damage to your Client Data, please notify us and we will use our reasonable commercial endeavors to restore the lost or damaged Client Data from the latest back-up maintained by our system hosting providers. Provided we have fulfilled our obligation as set out in this clause, we will not be responsible for any loss, destruction, alteration or damage to your Client Data howsoever caused. We advise all of our Clients to ensure that they maintain sufficient back-ups and copies of Client Data on their own systems at all times.
4.5. We do not accept any responsibility for any loss, destruction, alteration or disclosure of Client Data caused by any third party (except our third-party suppliers who are contracted by us to perform services related to the Service).
4.6. If we process any personal data on your behalf when performing obligations under the Agreement, we do so on the basis that you shall be the Data Controller and we shall be the Data Processor (as defined under the Data Protection Act 2018 (“Act”)). We shall process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by you. Both the Company and Client shall comply with the Act at all times.
4.7. You shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and store the personal data in accordance with the Agreement on your behalf.
5. OUR OBLIGATIONS
5.1. We undertake to provide the Service with reasonable skill and care.
5.2. We will endeavour to make the Service available to you during the term of the Agreement. However, due to the nature of internet services, we can’t guarantee that the Service will be available and uninterrupted at all times. We may also need to suspend services from time to time to make improvements or to fix things. Therefore, we are not able to accept any responsibility if, for any reason, the Rubica Academy (or any part of the Service) are temporarily unavailable.
6. CLIENT OBLIGATIONS.
6.1. You agree not to use or access the Rubica Academy or the Service in any way that:
6.1.1. may be unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethically offensive;
6.1.2. depicts sexual or explicit images or promotes unlawful violence;
6.1.3. may be discriminatory based on race, gender, age, colour, religious belief, sexual orientation, language or disability;
6.1.4. could cause damage or injury to any person or property;
6.1.5. facilitates illegal activity;
6.1.6. could infringe the privacy, confidentiality or intellectual property rights of any third party; or
6.1.7. knowingly introduces viruses or other things that are malicious or technologically harmful.
6.1.8. registers, records, stores or otherwise processes any information pertaining to minors under 18 years of age, nor any information in relation to individual medical records or health-specific details.
6.2. You shall not at any time:
6.2.1. attempt to copy, modify, duplicate, re-publish, transmit, or distribute all or any portion of the Rubica Academy or Documentation, except to the extent expressly permitted under the Agreement or as may be allowed by applicable law; or
6.2.2. access all or any part of the Service in order to build a product or service which competes with the Service; or
6.2.3. use the Service to provide services to third parties or make the Service available to any third party except for the Authorised User and Team Users.
6.3. You will ensure that the Authorised Users and Team Users use the Service and the Documentation in accordance with the terms of the Agreement and you shall be responsible for any breach of the Agreement by your users.
6.4. You must obtain and maintain all necessary licenses, consents and permissions necessary for us to perform our obligations under the Agreement, including without limitation the Service.
6.5. You are solely responsible for procuring and maintaining network connections and telecommunications links from your systems to enable you to access the Rubica Academy and utilise the Service. You remain responsible for any problems, delays, delivery failures arising from or relating to your network connections or telecommunications links or caused by the internet.
6.6. You will comply with all applicable laws and regulations with respect to activities under the Agreement.
6.7. For the avoidance of doubt, our responsibilities as provider of the Service do not extend to any internal management or administration of your own access to Service within the Rubica Academy. You are entirely responsible for:
6.7.1. maintaining the confidentiality of passwords and integrity of user accounts; and
6.7.2. managing access to user accounts.
6.8. We reserve the right to disable access to the Service and/or the Rubica Academy if we believe that you (or any of your users) are in breach of the terms of this clause 6. If we enforce these rights, then we do so with no liability to you.
7. THIRD PARTY RIGHTS AND REQUESTS.
7.1. Any person not a party to this Agreement shall not have any rights under or by virtue of the Contracts (Rights of Third Parties) Act 1999.
7.2. "Third Party Request" means a request from a third party for records relating to the Rubica Academy, including an Authorised User or Team User’s use of the Service, Client Data, information in or from an Authorised User or Client's account in general. Third Party Requests may include valid search warrants, court orders, or subpoenas, or any other request.
7.3. You are responsible for responding to Third Party Requests via your own access to Client Data and account information. You will seek to obtain information required to respond to Third Party Requests and will contact us only if you cannot obtain such information despite diligent efforts.
7.4. We will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third Party Request, to:
7.4.1. promptly notify you of our receipt of a Third Party Request;
7.4.2. comply with your commercially reasonable requests regarding any efforts to oppose a Third Party Request; and
7.4.3. provide you with information or tool required for you to respond to the Third Party Request (if you are otherwise unable to obtain the information).
8. INTELLECTUAL PROPERTY RIGHTS.
8.1. You acknowledge and agree that all Intellectual Property Rights arising in connection with the Rubica Academy and the Service shall remain the property of the Company. All rights, including moral rights, are reserved. Other than as expressly set out in this Agreement, you are not granted any Intellectual Property Rights in or to the Service or the Rubica Academy.
8.2. All Intellectual Property Rights in and to your Client Data remains vested with you. You grant us only the limited rights that are reasonably necessary for us to offer the Services (e.g. hosting of Client Data or use of your trademark in order to identify your Client area within the Rubica Academy). This permission also extends to our trusted third party suppliers who are contracted by us to perform services related to the Service.
8.3. You agree that we may include your name and/or logo or trademark in a list of our clients on our website or in promotional materials.
9. FEES AND PAYMENT.
9.1. You will pay the Fee in accordance with the Payment Terms as set out in the Schedule above, to access the Service.
9.2. All Fees are non-refundable except as required by law.
9.3. If you require the use of a purchase order or purchase order number, you must provide the purchase order number at the point of online subscription by emailing [email protected] and you agree that any terms and conditions on a purchase order will not apply to this Agreement and are null and void.
10. TERM & TERMINATION.
10.1. The Agreement shall commence on the Commencement Date. You agree that there is no general right of termination, except as may be specifically detailed as relevant to the Service you have purchased and set out in the Schedule above.
10.2. Either the Company or you may terminate the Agreement if: (i) the other party is in material breach of the Agreement and fails to remedy that breach within 30 days after receipt of written notice or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
10.3. Effects of Termination. On termination of the Agreement, all rights granted to you to access the Services and your Rubica System shall cease. Upon notice of termination you will be expected to use the 7 days’ notice period to access your Rubica System for the purpose of exporting any Client Data which you wish to retain to an alternative location. We are under no obligation to assist with this process. At the end of the 7 days’ notice period (and upon termination) the rights granted by us in relation to the Service will cease immediately and after a commercially reasonable period of time, we will delete your Rubica System and any Client Data shall be irretrievably deleted.
10.4. The following sections will survive termination of this Agreement: 9 (Third Party Requests), 10 (Intellectual Property Rights), 10 (Fees & Payment), 11.4 (Effects of Termination), 12 (Indemnification), 13 (Liability) and 14 (Miscellaneous).
11. INDEMNITY.
You agree to indemnify, defend, and hold harmless the Company from and against all liabilities, damages, and costs (including settlement costs and reasonable legal fees) arising out of any claim by a third party against us regarding: (i) Client Data; (ii) your use of the Services in breach of this Agreement; or (iii) your Authorised User or Team User's use of the Services in breach of this Agreement.
12. LIABILITY.
12.1. To the fullest extent permitted by law, the Company and its affiliates, suppliers, and distributors will not be liable under this Agreement for any: (i) indirect, special, incidental, consequential, exemplary, or punitive damages; or (ii) loss of use, data, business, revenues, or profits (in each case whether direct or indirect), even if that party knew or should have known that such damages were possible.
12.2. Limitation on Amount of Liability. To the fullest extent permitted by law, the Company’s aggregate liability under the Agreement will not exceed the amount paid by you for the Services during the 12 months prior to the event giving rise to liability.
12.3. The Services are provided "as is" to the fullest extent permitted by law, except as expressly stated in this Agreement, we do not make any warranty of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular use, or non-infringement.
12.4. Due to the nature of the internet, we do not guarantee that the Rubica Academy will be secure or free from bugs or viruses, so you should always use your own virus protection software.
13. MISCELLANEOUS
13.1. We may revise these Terms and Conditions from time to time and the most current version will always be available on our website www.rubica.co.uk. If a revision, in our sole discretion, is material, we will notify you in writing by sending an email to the email address associated with the applicable account. By continuing to access or use the Service after revisions become effective, you agree to be bound by the revised Terms and Conditions. If you do not agree to the revised Terms and Conditions, you may terminate the Services by providing written notice within 7 days of receiving notice of the change.
13.2. The Agreement constitutes the entire agreement between the parties with respect to the subject matter of the Agreement and supersedes and replaces all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to the subject matter of the Agreement.
13.3. The Agreement, and any dispute or claim arising from it, shall be construed in accordance with the laws of England and Wales and is subject to the exclusive jurisdiction of the courts of England and Wales.
13.4. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.
13.5. Notices must be sent via first class, airmail, or overnight courier and are deemed given when received. Notices to you may also be sent to the applicable account email address and are deemed given when sent. Notices to the Company must be sent by recorded delivery to Rubica Change & Analytics Ltd., PO Box 8223, PO Box 8223, Reading, RG6 9RR.
13.6. You may not assign or transfer the Agreement or any rights or obligations under the Agreement without our prior written consent. The Company may assign this Agreement or any rights or obligations under the Agreement to an affiliate or in connection with a merger, acquisition, corporate re-organisation, or sale of all or substantially all of its assets without providing notice.
13.7. Confidentiality. Both the Company and Client agree not to share, use, copy, adapt, alter, distribute, duplicate or disclose any confidential information that the other party share with it (other than any information which is required to be disclosed by law).
13.8. Force Majeure. Except for payment obligations, neither the Company nor Client will be liable for inadequate performance to the extent caused by a condition that was beyond the party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labour condition, governmental action, and Internet disturbance).
Last Updated: July 2019