End User Terms

Effective 18 January 2021

Application

1.1 These terms and conditions (“End User Terms”) govern your access and use of our Services (as defined at the end of this page/document). These End User Terms will apply (including to all Services) from the beginning of our relationship with you as the User, which occurs as soon as you access any of the Services. Please read these End User Terms carefully, as they are legally binding upon you.

1.2 When reference is made to “we” or “us” or “our” in these End User Terms, it means Covert Venture Partners Limited (CVP).

1.3 As a User, you may also be a Client (as defined at the end of these End User Terms) in which case, you must read and accept the Client Terms of Service.

1.4 Alternatively, you may be using our Services through a Client, who has already accepted our Client Terms of Service. If this is the case, you also agree to follow all lawful and reasonable directions given by that Client with respect to your use of the Services, in accordance with that Client’s obligations to us.

1.5 Headings are used for convenience only and do not affect the interpretation of these End User Terms.

1.6 The capitalised terms used are defined at the end of these End User Terms or may otherwise be found in the Client Terms of Service.

1.7 Any version of these End User Terms in a language other than English is provided for convenience only and you understand and agree that the English language version will control if there is any conflict.

Services and support

2.1 Subject to these End User Terms, we will use commercially reasonable efforts to provide you with the Services.

2.2 Subject to these End User Terms, we will provide reasonable technical support services in accordance with our standard practice.

2.3 The Services may also extend to any related items quoted and billed by us.

2.4 We may modify Content, Materials or Services or discontinue their availability at any time.

Restrictions and responsibilities

3.1 You acknowledge that you have read our Acceptable Use Policy and Privacy Policy and that you agree with the content of and to be bound by both the Acceptable Use Policy and Privacy Policy, which are incorporated by reference into these End User Terms.

3.2 You understand and agree that:

the Website, special technology used in connection with the Website, the App, the Services, the Software, the Content and the Materials are provided by us or licensors and are the copyrighted works of Covert Venture Partners Limited and/or licensors;

we do not guarantee the availability of Content or Materials and we are not liable for any issues relating to Content or Material availability).

Confidentiality; proprietary rights

4.1 You agree to take reasonable precautions to protect our non-public information regarding features, functionality and performance of the Services and Covert Venture Partners Limited’s Intellectual Property (“Covert Venture Partners Limited Proprietary Information”) and to comply with all lawful and reasonable directions given to you by the Client with respect to Covert Venture Partners Limited Proprietary Information.

4.2 We own and retain all right, title and interest in and to (a) the Services and Software (including all improvements, enhancements or modifications to the Services and Software), (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, (c) the Materials, and (d) all Intellectual Property in or related to any of the foregoing.

4.3 Unless otherwise expressly provided in these End User Terms, Content remains the proprietary property of the person or entity supplying it (or their affiliated and/or third party providers and suppliers, as is relevant) and is protected, without limitation, pursuant to United Kingdom and other applicable copyright and other intellectual property laws.

4.4 Covert Venture Partners Limited has not agreed to and does not agree to treat as confidential any suggestion or idea provided by you (“Feedback”) and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Covert Venture Partners Limited’s right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to you.

4.5 We have granted a limited, non-exclusive, non-transferable license for you to access and use the Client Content and the Covert Venture Partners Limited’s App, Materials and Content (after all required fees, which in part are in consideration for your use of the Service, have been paid by the Client), solely for the purpose of your education or training, through the Services, in accordance with these End User Terms and the Client Terms of Service and any conditions or restrictions associated with particular Services. All other uses are prohibited without our express written consent.

4.6 You must not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, or otherwise transfer or use any Client Content or Covert Venture Partners Limited Materials or Content, in whole or in part, other than as expressly authorised under these End User Terms or as separately authorised by us in writing.

4.7 You agree that we may, in accordance with our Privacy Policy: (a) retain and use your personal information (as that phrase is defined in the Privacy Policy).

4.9 Notwithstanding the foregoing, we reserve the right to revoke the license to access and use the app and Content granted by us.

4.10 Notwithstanding anything to the contrary, and subject to the Privacy Policy, Covert Venture Partners Limited has the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including information concerning Client Data and data derived therefrom), and we will be free at all times, including after your access and use ceases, to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Covert Venture Partners Limited offerings, and (ii) disclose such data solely in aggregate or other lawful de-identified form for the purpose of (i) above. No rights or licenses are granted except as expressly set forth in these End User Terms or the Client Terms of Service.

4.11 Covert Venture Partners Limited does not screen the Client Content or Covert Venture Partners Limited Materials or Content and all use of the Client Content or Covert Venture Partners Limited Materials and Content by you is at your own risk. We have no responsibility or liability for such use. In particular, no review or posting or appearance of the Client Content on the Services or though the Services is intended to act as an endorsement or representation that any Client Content is free of violation of any copyright, privacy or other laws or will suit a particular purpose or be accurate or useful.

4.12 If you believe that the Client Content violates any law, or is inaccurate or poses any risk whatsoever to a third party, it is your responsibility to take such steps that you deem necessary to correct the situation. If you believe that any Client Content, originating from a third party, or any Covert Venture Partners Limited Content violates any laws, including any copyright laws, you must report such belief to us.

Term and termination

5.1 Your use of the Services is permitted only for as long as the Client Terms of Service and the Contract between the Client and Covert Venture Partners Limited are in operation and are such that they permit your access and use.

Information, general exclusions and operation of laws

6.1 Whilst all Materials and other information communicated to you via our employees, contractors, agents or representatives are provided in good faith and are believed to be accurate and current as at the date of publication, presentation or communication, we provide no warranty or guarantee that any Materials, information on linked websites or information otherwise communicated to you will be accurate or complete. In addition, all such material is not intended as professional advice and must not be relied upon as such.

6.2 You also understand that, by using the Services, you may be exposed to content that you consider objectionable. We have no responsibility to keep such content from you and no liability for your access or use of any Content, to the extent permissible under applicable law.

6.3 We understand and you acknowledge and agree that the Services and any other goods or services supplied by us to you or used by you are not of a kind ordinarily acquired for personal, domestic or household use or consumption and that you do not intend such use or consumption. If, at any time, this becomes not the case, you must notify us; you are welcome to discuss and raise any issues of concern you have with these End User Terms.

6.4 To the maximum extent permitted by applicable law:

WE MAKE NO GUARANTEE AS TO THE USEFULNESS OF THE SERVICES OR MATERIALS, NOR ANY OF THE PRODUCTS AND SERVICES PROMOTED ON THE WEBSITE, THE APP OR VIA LINKED WEBSITES OR COMMUNICATED TO YOU BY US. IN PARTICULAR, WE MAKE NO GUARANTEE AS TO THE APPROPRIATENESS OF THE MATERIALS PROVIDED TO YOU BY US OR OUR EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES.

WE MAKE NO WARRANTY OR REPRESENTATION (EXPRESS OR IMPLIED) REGARDING THE QUALITY, ACCURACY, RELIABILITY, CURRENCY, PERFORMANCE, COMPLETENESS OR FITNESS FOR PURPOSE OF ANY PART OF THE SERVICES, THE WEBSITE, THE APP, THE MATERIALS AND OTHER INFORMATION COMMUNICATED TO YOU BY US OR OUR EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES.

WE DO NOT WARRANT THAT THE WEBSITE, THE APP OR THE SERVICES WILL BE UNINTERRUPTED; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. WE DO NOT REPRESENT OR WARRANT (EXPRESS OR IMPLIED) THAT THE WEBSITE, THE APP, THE MATERIALS OR THE FACILITIES THAT MAKE THE WEBSITE, THE APP AND THE COVERT VENTURE PARTNERS LIMITED CONTENT AVAILABLE, WILL NOT CAUSE DAMAGE, OR ARE FREE FROM ANY COMPUTER VIRUS OR ANY OTHER DEFECTS OR ERRORS.

WE ARE NOT LIABLE (WHETHER IN CONTRACT, NEGLIGENCE OR OTHERWISE) FOR ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE WEBSITE, THE APP, THE MATERIALS OR THE SERVICES.

OUR LIABILITY FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITIONS THAT CANNOT BE EXCLUDED IS RESTRICTED TO:

THE RE-SUPPLY OF THE RELEVANT GOODS OR SERVICES;

THE COST OF THE RE-SUPPLY OF THE RELEVANT GOODS OR SERVICES; OR

ANY AMOUNT PAID BY YOU TO COVERT VENTURE PARTNERS LIMITED IN RESPECT OF THE RELEVANT GOODS OR SERVICES.

YOU AGREE THAT, IN NO CIRCUMSTANCES, WILL WE BE LIABLE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), FOR BREACH OF STATUTORY DUTY, OR OTHERWISE, ARISING UNDER OR IN CONNECTION WITH THIS CONTRACT, YOUR USE OF OR RELIANCE ON THE SERVICES, THE MATERIALS, THE WEBSITE, OR THE APP INCLUDING LOSSES OR DAMAGES ARISING OUT OF, OR ATTRIBUTABLE TO, AN ACT OR OMISSION BY US FOR:

o LOSS OF PROFITS;

o LOSS OF SALES OR BUSINESS;

o LOSS OF AGREEMENTS OR CONTRACTS;

o LOSS OF ANTICIPATED SAVINGS;

o LOSS OF USE OR CORRUPTION OF SOFTWARE, DATA OR INFORMATION;

o LOSS OF OR DAMAGE TO GOODWILL; AND

o ANY INDIRECT OR CONSEQUENTIAL LOSS.

NOTWITHSTANDING THE ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE END USER TERMS OR THE CONTRACT EXCEED THE AMOUNT THAT HAS BEEN PAID, IF ANY, TO US FOR ACCESS OR USE OF THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

YOU AGREE TO INDEMNIFY COVERT VENTURE PARTNERS LIMITED AND ITS AFFILIATES, OFFICERS, AGENTS AND EMPLOYEES (INDEMNIFIED PARTIES) IN RESPECT OF ANY CLAIM, ACTION, DAMAGE, LOSS, LIABILITY, COST, CHARGE, EXPENSE, OUTGOING OR PAYMENT (INCLUDING LEGAL EXPENSES (ON A FULL INDEMNITY BASIS), ARISING FROM OR RELATING TO: (I) YOUR USE OF THE SERVICES OR ANY MATERIALS; (II) A BREACH OF THESE END USER TERMS OR THE CONTRACT BY YOU; AND (III) YOUR BREACH OF ANY APPLICABLE LAW.

We do not exclude any rights or remedies available to you under any applicable consumer laws in the Applicable Jurisdiction, which cannot be contractually excluded or restricted.

We shall not be in breach of this Contract nor liable for delay in performing, or failure to perform, any of our obligations under this Contract if such delay or failure results from events, circumstances, or causes beyond our reasonable control (including, without limitation, fire, flood, acts of God, interruption or failure of utility or telecommunications service, government actions, labour disputes or other similar events). In such circumstances, we shall be entitled to a reasonable extension of time for performing such obligations.

Links to other websites

7.1 The Website and/or the App may contain links and pointers to other websites operated by third parties, which are included solely for your convenience. Links to third party websites do not constitute endorsement, sponsorship or approval by us of the content, policies or practices of those third parties, nor the content available on or for download from those third party sites.

7.2 You agree that, by accessing any third party linked website, you do so at entirely your own risk.

7.3 We are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with, use or reliance on any goods or services available on or through any third party website.

Updates to Terms

8.1 From time to time, we may update these End User Terms to clarify our practices or to reflect new or different practices, such as when we add new features, or for other reasons. We reserve the right in our sole discretion to modify and/or make changes to these End User Terms at any time. If we make any material change to these End User Terms, we will notify you using prominent means, such as by email notice sent to the latest email address that we have on record for you, or by posting a notice through our Services, the Website or the App. Modifications will become effective on the day they are posted or otherwise published, unless stated otherwise.

8.2 Your continued use of our Services after changes become effective will mean that you accept those changes. You must visit the Services, the Website and the App regularly to ensure that you are aware of the latest version of the End User Terms, as any revised End User Terms will supersede all previous End User Terms.

Entire Agreement

9.1 This page/document is the complete and exclusive statement of the mutual understanding between you and us and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this page/document. All waivers must be in a writing signed by both parties.

Miscellaneous

10.1 If any provision of these End User Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the End User Terms will otherwise remain in full force and effect and enforceable.

10.2 No relationship of agency, partnership, joint venture, or employment is created as a result of these User Terms and you do not have any authority of any kind to bind us in any respect whatsoever.

10.3 These End User Terms are governed by the laws of England and Wales, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

Definitions

11.1 The following definitions apply:

App means any application or interface in which Covert Venture Partners Content and Services are accessible.

Applicable Jurisdiction means: England and Wales

Content means all software, technology, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, reviews, ideas, and other data or copyrightable materials or content, including its selection and arrangements.

Contract means the agreement between the Client and Covert Venture Partners Limited for the supply of the Services, or any other goods or services, such supply being on the Client Terms of Service.

Client means any person who orders, purchases, applies for, commences, initiates a trial, test or other preliminary use of or otherwise uses Covert Venture Partners Limited’s Content, Website, App, Software or any of the Services, and includes: (a) any representative authorised by such person (whether actual, implied or ostensible) to do any of the foregoing or to accept the Client Terms of Service.

Client Content means Client uploaded, transmitted or posted to the Services by a Client and includes any Client Data so provided.

Client Data means non-public data provided by the Client to Covert Venture Partners Limited to enable the provision of the Services.

Covert Venture Partners Limited (CVP) means Covert Venture Partners Limited registered in England and Wales under registration number: 13004917 having its registered address at 35 Swan Court, Chelsea Manor Street, London, SW3 5RX.

Equipment includes modems, hardware, servers, software, operating systems, networking, telecommunications, web servers and associated systems.

Intellectual Property means all intellectual property rights, including the following rights:

(a) patents, copyright, rights in circuit layouts, designs, trade and service marks (including goodwill in those marks), domain names and trade names and any right to have confidential information kept confidential;

(b) any application or right to apply for registration of any of the rights referred to in paragraph (a); and

(c) all rights of a similar nature to any of the rights in paragraphs (a) and (b) that may subsist anywhere in the world (including the United Kingdom),

whether or not such rights are registered or capable of being registered.

Materials means documents, information, materials (including marketing materials) and communications, provided or made available by or through Covert Venture Partners Limited, including through the Website, the App and learning management portal, and includes Covert Venture Partners Limited Content.

Services means all services supplied by Covert Venture Partners Limited to the Client and/or the User via the Website , the App or other means.

Software means the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services.

User means a person who in any way uses the Website, the App, any Materials, the Software or any of the Services (a User may also be a Client) (in these End User Terms, the User is also referred to as “you” or “your”).

11.2 Interpretation

The following rules of interpretation apply unless the contrary intention appears:

The singular includes the plural and vice versa; words that are gender neutral or gender specific include each gender; a reference to:

o a person includes a natural person, partnership, joint venture, government agency, association, corporation or other body corporate;

o a thing (including a chose in action or other right) includes a part of that thing;

o a party includes its successors and permitted assigns;

o a document (which may be in electronic form) includes all amendments or supplements to that document;

o a clause, term or party is a reference to a clause or term of, or party to these End User Terms;

o a law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgment, rule of common law or equity or a rule of an applicable financial market and is a reference to that law as amended, consolidated or replaced;

an agreement on the part of two or more persons binds them jointly and severally; and

no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of these End User Terms.

End User Terms: Files