Terms of Service
COMPLY GURU TERMS OF SERVICE
These Subscriber TERMS OF SERVICE (“Terms of Service”) constitute a binding contract between you (“Subscriber” or “Customer” or “you” or “Learner”) and Comply Guru Limited (“Company”), regarding the terms under which the Company will provide Subscriber with access to the Services.
BY CLICKING ON THE BUTTON MARKED “I ACCEPT”, SUBSCRIBER SIGNIFIES ITS AGREEMENT TO ABIDE BY THESE TERMS OF SERVICE (“Acceptance”). Subscriber agrees that its assent, given electronically, will have the same legal effect as if it had been personally signed by Subscriber. To the extent permitted by law, these Terms of Service are intended to supersede any provisions of applicable law, which might otherwise limit their enforceability or effect, because they were entered into electronically. Please print a copy of these Terms of Service for future reference.
1) INFORMATION ABOUT THE COMPANY.
Comply Guru Limited is an Irish company registered in the Republic of Ireland with an address at Roselawn House, University Business Complex, National Technological Park, Limerick, Ireland.
2) SUBSCRIBER WARRANTIES, RIGHTS, REPRESENTATIONS, RESTRICTIONS, AND OBLIGATIONS.
- Subject to these Terms of Service, Subscriber will be granted a limited, non-exclusive, revocable, non-transferable, and non-sublicenseable right to access that portion of the Subscription Website (or Learning Management System) applicable to the Subscription type. By agreeing to grant such access, the Company does not obligate itself to maintain the Website (or Learning Management System), or to maintain it in its present form. The Company may upgrade, modify, change or enhance the Services and convert a Subscriber to a new version thereof at any time in its sole discretion, to the extent that this is not detrimental to Subscriber’s use of the Services and on reasonable prior notice to Subscriber (unless the change is of critical business importance or outside the Company’s control, in which case the Company will explain the reason for the changes as soon as is reasonably practicable).
- Subscriber agrees to abide by any rules or regulations that the Company publishes with respect to conduct of Subscribers and other users of the Website (or Learning Management System), which rules and regulations are hereby incorporated into these Terms of Service by this reference. The Company reserves the right to deny a Subscriber and/or an Authorized End User access to the Subscription Website/Learning Management System if, in the Company’s sole discretion, Subscriber and/or Authorized End User has failed to abide by these Terms of Service or appear likely to do so.
- Subscriber accepts that the Company in its sole discretion may, but has no obligation to, monitor the Services or any portion thereof, and/or to oversee compliance with these Terms of Service.
- Subscriber promises, acknowledges, and agrees on behalf of itself and its Authorized End Users (in the case of Multi-User Subscriptions) that:
- Access privileges may not be transferred to any third-parties;
- It will not access, store, distribute or transmit any Viruses;
- It will comply with all applicable laws and regulations with respect to use of the Services;
- It will not rent, lease, sublicense, re-sell, distribute, transfer, copy or modify the Services or any component thereof;
- It will not translate, decompile, or create or attempt to create, by reverse engineering or otherwise, the source code from the object code made available hereunder;
- It will not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit the Services or any portion thereof;
- It will not delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Website/Learning Management System or contained in the Services;
- It is solely responsible for acquiring, installing, operating and maintaining the hardware and software environment, network connections, and telecommunication links, necessary to access and use the Services;
- It will not use the Services in any manner, or in connection with any content, data, hardware, software or other materials that infringes upon or violates any patent, copyright, trade secret, trademark, or other intellectual property right of any third party, or that constitutes a defamation, libel, invasion of privacy, or violation of any right of publicity or other third party right, or that is threatening, harassing or malicious.
- If you are a Multi-User Subscriber, you promise to obtain any and all consents required by law, including, but not limited to, (i) consent to transfer personally identifiable information of your Authorized End Users, and your representatives, to Ireland, if applicable, (ii) consent to compile reports as to usage of the Services by your Authorized End Users and provide such reports to you, and (iii) any other consents that may be required in order for us to provide the Services to you and your Authorized End Users. You promise to obtain necessary consents from all relevant bodies including Work Councils, from your Authorized End Users, from the parents or legal guardians of your Authorized End Users (where necessary), and from other applicable individuals.
3) AVAILABILITY OF WEBSITE OR LEARNING MANAGEMENT SYSTEM (LMS).
Subscriber recognizes that the traffic of data through the Internet may cause delays during the download of information from the Website/LMS and accordingly, it shall not hold the Company liable for delays that are ordinary in the course of Internet use. Subscriber further acknowledges and accepts that the Website/LMS will not be available on a continual twenty-four hour basis due to such delays, or delays caused by the Company’s upgrading, modification, or standard maintenance of the Website/LMS.
4) INTELLECTUAL PROPERTY RIGHTS.
- The Services are owned by the Company, its licensors or other providers of such material, and are protected by Ireland and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
- No right, title or interest in or to the Services or any portion thereof, is transferred to any Subscriber or Authorized End User, and all rights not expressly granted herein, are reserved by the Company.
- The Company name, the Company logo, and all related names, logos, product and service names, designs and slogans, are trademarks of the Company or its affiliates or licensors. Subscriber may not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.
5) COMPANY OBLIGATIONS.
The Company will use commercially reasonable efforts to enable the Services to be accessible, except for scheduled maintenance and required repairs, and except for any interruption due to causes beyond the reasonable control of, or not reasonably foreseeable by the Company, including, but not limited to, any Force Majeure Event (as defined below). The foregoing undertaking shall not apply to the extent of any non-conformance caused by use of the Services contrary to the Company’s instructions, or modification or alteration of the Services by any party other than the Company. If the Services are in non-conformance with the foregoing undertaking, the Company will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide Subscriber with an alternative means of accomplishing the desired performance.
6) FEES AND PAYMENT.
- Subscription/Course Fee. Subscriber agrees to pay the appropriate fee corresponding to the particular Services that it wishes to access for the applicable Subscription Term (“Subscription/Course Fee”). The Company reserves the right to change the Subscription Fee with respect to a Renewal Term with prior written notification. Unless otherwise expressly stated, all fees are non-cancellable and non-refundable.
- Payment Details (Individual Course Purchase) Charges are billed are billed in advance of service. Subscriber agrees to provide the Company with valid, up-to-date and complete debit/credit card, contact and billing details. Subscriber further authorizes the Company to bill such debit/credit card on the Date of Purchase for the Course Fee due. Access to the service (s) will not be provided until payment is received in full.
- Payment Details (Subscriptions). Recurring charges are billed in advance of service. Subscriber agrees to provide the Company with valid, up-to-date and complete debit/credit card, contact and billing details. Subscriber further authorizes the Company to bill such debit/credit card on the Date of Purchase (and corresponding Renewal Dates, if appropriate) for the Subscription due for the Subscription Term (and Renewal Term). If, for any reason, Subscriber’s credit/debit card company refuses to pay the amount billed for the Services, Subscriber agrees that Company may, at its option, suspend or terminate Subscriber’s subscription to the Services and require Subscriber to pay the overdue amount by other means acceptable to the Company. Company may charge a fee for reinstatement of suspended or terminated accounts. Subscriber agrees that until its subscription to the Services is properly terminated, it will continue to accrue charges for which it remains responsible, even if it does not use the Services. In the event legal action is necessary to collect on balances due, Subscriber agrees to reimburse the Company for all expenses incurred to recover sums due, including attorney fees and other legal expenses. Unless otherwise expressly stated, all fees are stated in Euros (Ireland – complyguru.ie) or United States dollars (USA – complyguru.com).
- Taxes. Subscriber is responsible for all applicable sales (US) or VAT (Ireland), use, transfer or other taxes and all duties, whether international, national, state, or local.
7) TERM AND TERMINATION.
- General Subscription. Subscriber may subscribe to the Services for the applicable term of the specific Subscription commencing on the Date of Purchase (“Initial Term”). Thereafter, the Subscription will renew automatically on the corresponding anniversary date (“Renewal Date”) of the Date of Purchase (each a “Renewal Term”, and collectively with the Initial Term, the “Subscription Term”), until Subscriber notifies Company of its intention not to renew prior to the end of the then-current term.
- Individual Course Purchase (Online/Blended). Subscriber may cancel a course purchase within 14 days of purchase from the Effective Date by submitting a cancellation request to firstname.lastname@example.org, provided the Subscriber completed no more than 10% of a course and not completed any final assessment
- Termination. The Company reserves the right to terminate or suspend access to all or any portion of the Services for violation or suspected violation of these Terms of Service.
- Effect of Termination. Subscriber will have no further rights to access the Subscription Website. Termination will not affect the rights or liabilities of either party that accrued prior to termination.
Subscriber agrees to maintain the confidentiality of the Company’s Confidential Information. For the purposes of these Terms of Service, the term “Confidential Information” means all portions of the Services, including but not limited to, the Subscription Website (or Learning Management System).
9) DISCLAIMERS OF STATEMENTS/WARRANTIES.
SUBSCRIBER’S USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT ITS OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY STATEMENTS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER COMPANY, ITS AFFILIATES NOR ANY PERSON ASSOCIATED WITH THEM MAKES ANY STATEMENT, WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY, ITS AFFILIATES NOR ANYONE ASSOCIATED WITH THEM PROMISES THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR ANY PORTION THEREOF, WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET SUBSCRIBER’S NEEDS OR EXPECTATIONS. COMPANY AND ITS AFFILIATES HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. NO VERBAL OR WRITTEN REPRESENTATIONS, INFORMATION OR ADVICE GIVEN BY COMPANY, ITS AFFILIATES OR THEIR AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
Subscriber agrees to compensate and defend fully Company, its officers, employees, agents, successors and assigns, from and against any damages, losses, and expenses (including reasonable attorneys’ fees) resulting from any third-party claim, action or demand arising out of any breach by Subscriber of any representation, warranty, covenant, obligation or duty of Subscriber under this Agreement.
Except, for any provisions determining the primary contractual obligations of Subscriber and Company hereunder, Company has the right to revise and amend these Terms of Service from time to time to reflect changes in business needs including, but not limited to, changes in features and functionality, changes in market conditions, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in system capabilities. Changes are effective immediately upon posting and Subscriber’s continued use of any of the Services following the posting of revised Terms of Service means that Subscriber accepts and agrees to the changes, to the extent permitted by applicable laws.
Subscriber may not transfer these Terms of Service, in whole or in part. Company may transfer these Terms of Service and/or subcontract some or all of its obligations hereunder at any time.
13) GOVERNING LAW AND VENUE.
These Terms of Service shall be construed and governed by the laws of Ireland, without regard to the principles of conflict of laws thereof. Subscriber agrees and accepts that any legal action or proceeding shall be brought in the Irish courts, and Subscriber expressly waives any objection to personal jurisdiction, venue or forum non conveniens. Additionally, in the event of any dispute or claim relating to or arising out of these Terms of Service (including, but not limited to, any claims of breach of contract, tort, infringement), Subscriber agrees that all such disputes/claims will be resolved exclusively in the Irish courts.
Legal notices may be sent to email@example.com (if by email), or, Attn: Comply Guru CEO, Roselawn House, University Business Complex, National Technological Park, Limerick, Ireland (if by post/mail). Notices to Subscriber may be sent either to the email address supplied in Subscriber’s account or to the address supplied by Subscriber as part of its registration data. In addition, Company may broadcast notices or messages through the Website to inform of changes to the Website or other matters of importance, and such broadcasts shall constitute notice to Subscriber to the extent permitted by applicable law. Any notices or communication under these Terms of Service will be deemed delivered to the party receiving such communication (a) on the delivery date if delivered personally to the party; (b) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (c) five business days after the mailing date, if sent by mail, return receipt requested; (d) on the delivery date if transmitted by email; or within three (3) days after Company posts a notice on the Website.
15) FORCE MAJEURE.
Company will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations that is caused by events outside its reasonable control (“Force Majeure Event”). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond Company’s reasonable control including, but not limited to, restrictions of law, regulations, orders, or other governmental directives, labor disputes, acts of God, third party mechanical or other equipment breakdowns, terrorist attacks, fire, explosions, fibre optic cable cuts, interruption or failure of telecommunications or digital transmission links, Internet failures or delays, storms or other similar events.
17) PRIOR LEARNING REQUIREMENTS (CQI & IRCA COURSES).
Every CQI and IRCA Certified Training Course has recommended or required prior learning requirements that each Subscriber should be familiar with prior to registering. Where the Subscriber registers for a CQI and IRCA certified training course and the Subscriber is found to not meet the CQI and IRCA prior learning we reserve the right to issue the Subscriber a CQI-IRCA attendance certificate as the learner does not fulfil the CQI and IRCA prior learning requirements (an attendance certificate is separate to a certificate of completion or certificate of achievement that is awarded to those who successfully complete the training course).
18) LEARNER SUBSTITUTIONS (INDIVIDUAL BLENDED COURSES).
A substitute learner may attend a blended class in place of an original Learner provided any online portion of the training is unused & there is sufficient time to enable the substitute learner to complete the online modules by the required date specified for that course instance. Comply Guru reserves the right not to allow a substitute Learner on a class where prior knowledge is required and where the substitute Learner has not satisfactorily met any prior knowledge requirements.
19) COURSE TRANSFERS (INDIVIDUAL BLENDED COURSES).
A Learner may transfer to another class at no additional cost provided a minimum of 30 days’ notice has been provided to Comply Guru in writing. All transfer requests less than 30 days will be considered on a case by case basis. However, where the transfer request affects the viability of a class, Comply Guru reserves the right to deny the request and the Learner will forfeit the training fee (when less than 30 days’ notice is provided). This policy does not affect the organization and/or Learner’s right to nominate a substitute Learner to attend the class provided they satisfy the prior knowledge requirements for the course and the additional terms/conditions specified above.
20) LOCATION/VENUE/TRAVEL (INDIVIDUAL BLENDED COURSES).
A location is subject to change up to 14 days in advance of a class start date, but this is extremely rare and such a change would only be for circumstances outside of our control. Only 14 days in advance will a location/training venue be confirmed. All confirmed Learners will be issued notification in writing upon confirmation of a location/training venue for their chosen course.
Attendees are responsible for arrangements for their own travel. Comply Guru do not accept any liability for accommodation and travel for a Learner in the event of cancellation or postponement.
21) EXAMINATION RESITS (INDIVIDUAL BLENDED COURSES).
In relation to Blended Auditor/Lead Auditor training courses, a Learner is entitled to resit an examination only once and this must be within 6 months from the original course finish date. Any person who is unsuccessful in the initial written examination can request examination feedback and support from Comply Guru. All resit examinations must be completed on a date where an examination is being held for another group.