Please read these terms and conditions carefully, scroll to the bottom to accept and continue.
These Terms will apply to any contract between us for the sale of any Services to you (Contract). Please read these Terms carefully and make sure that you understand them, before ordering any Services from our site. Please note that before placing an order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Services from our site.
We recommend that you should print a copy of these Terms or save them to your computer for future reference.
We amend these Terms from time to time as set out in clause 8. Every time you wish to order any Services, please check these Terms to ensure you understand the terms which will apply at that time. These Terms were most recently updated on 1st July 2015.
These Terms, and any Contract between us, are only in the English language.
The following Definitions apply in these Terms:
Business Customer means any person contracting with us who is not a Consumer.
Consumer means an individual acting for purposes which are wholly or mainly outside that individual’s trade, Business, craft or profession (Regulation 4, Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (SI 2013/3134)).
Confidential Information means, with respect to SAP, all information which SAP protects against unrestricted disclosure to others, including but not limited to: (a) the Learning Hub Products and Documentation and other SAP Materials, including without limitation the following information regarding the Learning Hub Products: (i) computer software (object and source codes), programming techniques and programming concepts, methods of processing, system designs embodied in the Learning Hub Products; (ii) benchmark results, manuals, program listings, data structures, flow charts, logic diagrams, functional specifications, file formats; and (iii) discoveries, inventions, concepts, designs, flow charts, documentation, product specifications, application program interface specifications, techniques and processes relating to the Learning Hub Products; (b) the research and development or investigations of SAP; (c) product offerings, content partners, product pricing, product availability, technical drawings, algorithms, processes, ideas, techniques, formulas, data, schematics, trade secrets, know-how, improvements, marketing plans, forecasts and strategies; and (d) any information about or concerning any third party (which information was provided to SAP subject to an applicable confidentiality obligation to such third party).
Learning Hub Products shall mean any e-learning or other hosted information covering SAP solutions provided under this license, including but not limited to SAP Learning Hub, SAP Learning Hub Public Edition, SAP Learning Hub Business User Edition and SAP Live Access. For example, SAP Education e-learning courses, learning maps, SAP library documentation, installation guides, implementation guides, release notes, e-learning units, self tests, or other sources
Intellectual Property Rights means patents of any type, design rights, utility models or other similar invention rights, copyrights, mask work rights, trade secret or confidentiality rights, trademarks, trade names and service marks and any other intangible property rights, including applications and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.
Licensee Employees means your employees who are to be licensed under these terms and conditions for Learning Hub Products.
SAP shall mean SAP (UK) Limited of Clockhouse Place, Bedfont Road, Feltham, Middlesex, TW14 8HD.
Territory means the world except for those countries prohibited by applicable export laws or binding sanctions of legal effect.
1. INFORMATION ABOUT US
1.1 We operate the website http://education.recruit121.com. We are Recruit 121 Education Services Limited, a company registered in England and Wales under company number 09462563 and with our registered office at Westville House, Fitzalan Court, Fitzalan Road, Cardiff, CF24 0BA. Our main trading address is Westville House, Fitzalan Court, Fitzalan Road, Cardiff, CF24 OEL. Our VAT number is GB212 4801 50.
1.2 We are a licensed re-seller of education services for SAP and we do not provide any of the Services ourselves. These are all provided by SAP only, or in the case of examinations, by test centres licensed by SAP
1.3 Contacting us if you are a Consumer:
(a) To cancel a Contract in accordance with your legal right to do so as set out in clause 6, you just need to let us know that you have decided to cancel. The easiest way to do this is to complete the cancellation form on our website. A link to the website cancellation form will be included in the confirmation of your order for Services that will be sent to the email address you provide us. Alternatively, please e-mail us at firstname.lastname@example.org. We will e-mail you to confirm we have received your cancellation.
(b) If you wish to contact us for any other reason, including because you have any complaints, you can contact us by telephoning our customer service team at +44 (0)2920 496121 or by e-mailing us at email@example.com.
(c) If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.
1.4 Contacting us if you are a Business Customer. You may contact us by telephoning our customer service team at +44 (0)2920 496121 or by e-mailing us at firstname.lastname@example.org. If you wish to give us formal notice of any matter in accordance with these Terms, please see clause 17.3.
2. USE OF OUR SITE
Your use of our site is governed by our Terms of website use and Website Acceptable Use Policy. Please take the time to read these, as they include important terms which apply to you.
3. HOW WE USE YOUR PERSONAL INFORMATION
We only use your personal information in accordance with our Privacy & Cookies Policy. Please take the time to read our Privacy & Cookies Policy, as it includes important terms which apply to you.
4. IF YOU ARE A BUSINESS CUSTOMER
This clause 4 only applies if you are a Business Customer.
4.1 If you are not a Consumer, you confirm that you have authority to bind any Business on whose behalf you use our site to purchase Services.
4.2 These Terms and any document expressly referred to in them constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
4.3 You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in them.
4.4 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
5. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
5.1 The pages of our site will guide you through the steps you need to take to place an order with us. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.
5.2 Payments in full for the Services ordered is necessary to complete the order process. We utilise the services of a third party payment service provider Stripe, Inc (Stripe) to process your card payment. This means that payment date you provide to us, including your name, address and debit or credit card details will be transmitted to Stripe and the location of Stripe’s servers may be outside the European Economic Area. By providing us with payment details you authorise us to transfer them to Stripe and for Stripe to use them for the purposes of processing your payment.
5.3 After you place an order, you will receive an e-mail from us acknowledging that we have received and provisionally accepted your order. However, please note that this does not mean that your order has been accepted as all orders are subject to final acceptance by SAP. Our final acceptance of your order will be confirmed when you receive, either from us or directly from SAP, the log-in credentials, access code, voucher or other required items to commence access to the Services.
6. ORDERS BY BUSINESS CUSTOMERS ARE NON-REFUNDABLE UPON ANY CANCELLATION
This clause 6 only applies if you are a Business Customer
6.1 Due to the terms upon which we place orders with SAP, from the point of our provisional acceptance of your order, if you cancel an order (whether in whole or in part), we shall not be obliged to pay you any refund for the Services so cancelled. Any refunds given shall be on an entirely ex-gratia basis and strictly subject to us first obtaining a refund from SAP.
7. YOUR CONSUMER RIGHT OF RETURN AND REFUND
This clause 7 only applies if you are a Consumer.
7.1 If you are a Consumer, you have a legal right to cancel a Contract under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 during the period set out below in clause 7.3. This means that during the relevant period if you change your mind or decide for any other reason that you do not want to receive the Services, you can notify us of your decision to cancel the Contract and receive a refund. Advice about your legal right to cancel the Contract is available from your local Citizens’ Advice Bureau or Trading Standards office.
7.2 However, this cancellation right does not apply in the case of Services that you have accessed and used prior to cancellation.
7.3 Your legal right to cancel a Contract starts from the date of your order (the date on which we e-mail you to confirm our provisional acceptance of your order), which is when the Contract between us is formed. Your deadline for cancelling the Contract is expiry of 14 days after the date of your order. This means, as an example, if you place an order of the 1st of a month, the deadline for cancellation is 23.59 on the 15th of that month (14 clear days after order).
7.4 If you cancel your Contract we will refund you the price you paid for the Services. However, please note we are permitted by law to reduce your refund for any partial use or enjoyment, we shall do so to the extent so permitted.
7.5 We will refund you on the credit card or debit card used by you to pay. If you used vouchers to pay for the Services we may refund you in vouchers.
7.6 Because you are a Consumer, we are under a legal duty to supply Services that are in conformity with this Contract. As a Consumer, you have legal rights in relation to Services that are defective or not as described. These legal rights are not affected by your right of return and refund in this clause 7 or anything else in these Terms. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.
8. TERM AND RENEWAL
8.1 The term of the Contract shall be for twelve (12) months from the date of final acceptance of your order in accordance with clause 5.3, which shall mean (as applicable) that:
(a) SAP will grant you access to the SAP Learning Hub for 12 months (as set out in clause 11 below; and/or;
(b) the voucher to take SAP Certification Programs Exams shall be valid for 12 months from the date of issue by SAP (after which it shall expire).
8.2 At or around two (2) calendar months prior to the end of the term we shall send to the email address provided by you a reminder to request whether you wish to enter into a renewal of the Contract with us for the following 12 months, on our terms prevailing at that time and at the price specified. If you have not entered into a further Contract including making payment of all sums then due) with us by 35 days prior to the expiry of the term, the current Contract will terminate at the end of such 35 day period. If we fail to send you reminder request or the reminder request is not received by you for any reason, renewal of the Contract by 35 days prior to the expiry of the term shall remain your responsibility.
8.3 If you enter into a new Contract with us after termination for non-renewal or any other reason, the price for the Services may be more than that offered for an immediate renewal due to SAP’s pricing arrangements.
9. OUR RIGHT TO VARY THESE TERMS
9.1 We amend these Terms from time to time. Please look at the top of this page to see when these Terms were last updated and which Terms were changed.
9.2 Every time you order Services from us, the Terms in force at the time of your order will apply to the Contract between you and us.
9.3 We may revise these Terms as they apply to your order from time to time to reflect changes in relevant laws and regulatory requirements.
10. PRICE OF SERVICES
10.1 The prices of the Services will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Services are correct at the time when the relevant information was entered onto the system. However please see clause 10.4 for what happens if we discover an error in the price of Services you ordered.
10.2 Prices for our Services may change from time to time, but changes will not affect any order you have already placed.
10.3 The price of a Service excludes VAT which shall be applied in addition to the basic price where applicable at the current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Services in full before the change in VAT takes effect.
10.4 It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. If we discover an error in the price of the Services you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. Please note that if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, we do not have to provide the Services to you at the incorrect (lower) price.
11. INCORPORATION OF SAP EDUCATION TERMS
11.1 As a Reseller for SAP, we are obliged to inform you of certain terms and condition that SAP requires you to comply with as further set out below:
A. SAP Learning Hub Policies
(a) You shall ensure that any person or entity that accesses the services under your account complies with the terms of this Contract and you shall be responsible for any breach by such person or entity as if it was your own breach
(b) SAP is responsible for the maintenance and availability of the SAP Learning Hub Public Edition throughout the Access Term (defined below).
(c) SAP shall integrate your SAP Learning Hub Public Edition with a content delivery network (CDN). However, it is imperative that you ensure that your users have access to adequate Internet bandwidth to eliminate performance issues.
SAP Learning Hub Public Edition Content
(a) SAP Learning Hub contains the following content repositories:
(i) Participant handbooks of the SAP Education Global Master Curriculum (GMC) in a secured Flipbook format
(ii) eLearning titles in streamed browser-based format
(iii) Online Knowledge Products (OKPs) of the Ramp-up Knowledge Transfer program containing delta knowledge (various formats, e.g. PDFs, audio books, simulations)
(b) All SAP Learning Hub content is available in English language only.
(c) SAP Learning Hub content is updated once a month with all new and/or updated content that has become publicly available during that month
(d) Older versions can be removed from SAP Learning Hub at SAP’s discretion; old releases can be removed after 6 months of availability of new release.
(e) SAP is responsible for the online provisioning and rendering of the content in digital format.
(f) Any forms of offline usage, e.g. copies on local drives, printing of content, are not allowed, supported by SAP and will be disabled where possible.
(g) The library content cannot be modified.
SAP Learning Hub Public Edition Access Term
(a) The Access Term for the SAP Learning Hub Public Edition will be 12 months from the date of delivery of your access codes and login credentials (the “Access Term”).
(b) You may extend or renew the access agreement in one (1) year increments via a new contract as provided above.
(c) You may purchase additional SAP Learning Hub Public Edition users at any time pursuant to SAP’s then current pricing
(d) Access will not be granted before payment has been received.
(e) Notwithstanding SAP’s right to terminate under the terms following and in addition to any other remedies available to SAP, in the event of (i) any material breach of the Contract which poses an imminent threat to the SAP systems or software or (ii) a determination by SAP that continued use of the Services may result in harm to the SAP systems or other SAP Customers, or result in a violation of applicable law, regulation, legal obligation or rights of any third party (iii) any materials provided by you or your Licensee Employees violate the rights of any third party, SAP will have the right to immediately, in SAP’ sole discretion, (i) terminate the Services (ii) deactivate yours or your Licensee Employees’ user name(s) and password(s) and/or (iii) suspend access to the Services and (iv) remove any content or data of yours or your Licensee Employees in the Services for such period as SAP deems necessary to prevent such harm or violation.
(f) Upon the effective date of termination (i) your access to Services will be terminated, and (ii) you shall return all SAP content in your possession. Your data may remain on the CDN network for up to one (1) week following the deletion from SAP Learning Hub Public Edition.
(g) Your data shall be deleted after termination of this Contract.
SAP Learning Hub Public Edition Support
(a) You are responsible for the internal rollout and usage.
(b) SAP provides level 1 support, incl. all “how to questions”, to all user issues to confirm that an issue actually does exist.
(c) SAP provides level 2 technical support for the SAP Learning Hub Public Edition and the SAP content therein
(d) SAP will not provide support to users seeking advice and recommendations on learning needs and suitable learning content recommendations. All user inquiries relating to content relevance, content recommendations or content fit to their learning needs will be redirected to you. SAP provides the content AS-IS. SAP AND ITS LICENSORS DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED. You accept the content AS-IS. SAP will not correct any content that any user might find that has got spelling, grammar or any other errors. SAP will compile a list of corrections that will be taken into consideration at the next scheduled update of the respective content.
SAP’s role in the maintenance and support of Customer’s SAP Learning Hub Public Edition:
(a) SAP shall provide trouble-shooting services where you identify an issue with portal functionality. SAP shall use reasonable efforts to respond to the issue within 1 Business day, however, additional time may be required to resolve actual technical issues.
(b) SAP will load new and updated SAP content that falls within the scope of this agreement as it is made publicly available.
(c) SAP shall maintain course descriptions and catalog entries for the SAP content contained within the portal.
(d) Where regular maintenance will require down time of the portal, SAP will provide you with at least 5 working days’ notice of any down time.
(e) SAP shall troubleshoot any delivery issues with the SAP Learning Hub Public Edition solution associated with the CDN
(f) SAP has the right to and shall announce relevant SAP Education news, e.g. updates on newly uploaded content, news on curricula updates, news on Ramp-Up Knowledge Transfer workshops, updates on content that will be archived, etc. via the SAP Learning Hub Public Edition
Your role in the maintenance and support of the SAP Learning Hub Public Edition
(a) You and your Licensee Employees shall communicate with SAP Learning Hub support team to describe identified issues and provide all requested information for identifying the root cause of the issue to SAP Learning Hub support team
(b) SAP Learning Hub support team shall communicate with you and your Licensee Employees to identify issues and provide feedback and support to resolve those issues.
SAP Learning Hub Public Edition – Service Level
“Update” means a software patch to any of the software components that constitute SAP Learning Hub Public Edition to correct defects or deficiencies in software or to provide minor modifications that do not substantially change the basic character or structure of SAP Learning Hub Public Edition.
“Production System” means the system on which the live version of SAP Learning Hub Public Edition runs.
Items Covered by Support and Maintenance Services
(a) email support for all authorised user issues relating to the use of the SAP Learning Hub Public Edition all available fixes or updates for the constituent components of the SAP Learning Hub Public Edition as they become available for general release.
(b) any other support that may be required to maintain the aforesaid service level of 99%.
You agree to provide SAP with all information and materials requested by SAP for use in replicating, diagnosing and/or correcting an error or other problem with the SAP Learning Hub Public Edition reported by you or your Licensee Employees.
You may contact SAP to log an error / feedback report and request support and maintenance services by email.
(a) Support will be available between 7 AM – 11 PM IST 5 days per week (Monday through Friday) except 12 Indian National holidays. These holidays will be published and made available to the users.
(b) Initial response will be provided within 1 business day of receipt of email from user
(c) Support and maintenance services in relation to SAP Learning Hub Public Edition will be provided for the term set forth in this Contract. Any termination of this Contract will automatically terminate the support and maintenance services as provided herein.
SAP Learning Hub Public Edition – Restrictions
(a) Neither you nor your Licensee Employees may interfere or attempt to interfere with the functionality or proper working of the Services in any manner not contemplated by this Contract.
(b) You may not use the Services for the purpose of any illegal activities including activities that violate anti-spamming laws and regulations.
(c) You may not remove, obscure, or alter any notice of any mark, or other intellectual property or proprietary right appearing on or contained within the Services.
(d) You may not, and may not attempt to, modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Services.
(e) You may not, and may not attempt to, reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services.
(f) You may not use, and may not authorise any of your users to use any public software or open source software in connection with the Services in any manner that requires, pursuant to the license applicable to such public or open source, that any software used to provide the Services be (a) disclosed or distributed in source code form, (b) made available free of charge to recipients, or (c) modifiable without restriction by recipients.
SAP Learning Hub Public Edition – Ownership
(a) SAP owns all intellectual property rights in the services, course content and materials provided by SAP under this Contract. You are not permitted to make any derivative works of the Services or training materials provided under this Contract. The Services and training materials are SAP proprietary information.
B. SAP Consultant Certification Program Policies
(a) SAP contracts with Pearson Vue to conduct examinations at various centres as advised throughout the UK.
(b) SAP reserves the right to change the examination provider and list of advertised examination venues.
(a) You may register suitably qualified employees as candidates for the certification examination.
(b) Participants in training courses that are given by SAP or SAP’s authorised training partners and that include the certification examination may attempt the certification examination.
(c) Other persons may apply to an SAP international subsidiary to be admitted to the certification examination. Candidates are required to show they are suitably qualified and that their certification fulfils a need. Admission to the certification examination is at SAP’s sole discretion.
Examinations, Personal Data
(a) SAP will define and publish the scope to be covered by each examination, which is subject to change by SAP without notice.
(b) SAP will define and publish the format and duration of the examination, which are subject to change by SAP without notice.
(c) Examinations and certificates are release-dependent, that is to say examinations cover and certificates are valid in respect of a particular software release.
(d) SAP reserves the right to limit in time the validity of a release-dependent certificate. The validity of a certificate expires not later than the time at which SAP ends support of the release in question.
(e) SAP will define at SAP’s discretion the releases for which examinations will be offered and their validity in time.
(f) SAP may offer a delta-certification test to upgrade the certificate for a particular release so that it is valid for the subsequent release. Delta-certification test candidates must hold the certificate for the current release. Possession of the certificate for aback-level release does not entitle a candidate to admission to a delta-certification test. SAP reserves the right to include in delta-certification tests matters of general importance as well as matters specific to the new release.
(g) To administrate the certification program SAP or its subsidiary stores and processes data concerning persons in accordance with the applicable statutory data protection provisions. Candidates must confirm in writing their acceptance of such storage and processing before admission to the examination.
(a) Each candidate must produce an official valid identification document with photo to the invigilator (proctor) before the invigilator allows the candidate to start the exam.
(b) The candidate must complete the examination alone and independently. No extra help of any kind is allowed.
(c) The time available to candidates to complete the examination is limited and can be neither interrupted nor extended.
(d) Candidates must follow the invigilator’s instructions.
(e) The examination questions and tasks are copyright and must not be written down, copied, or otherwise reproduced in whole or in part or made available to others in any form.
(f) If a candidate disturbs the examination or breaks any examination rule that candidate will be excluded from the examination immediately.
Assessment and Results
(a) The examination is assessed blind in accordance with general rules defined by SAP.
(b) Candidates are informed of their result, by receiving a certificate or failed feedback.
(c) Successful candidates receive a certificate with a unique identification number.
(d) As far as reasonably possible, unsuccessful candidates receive general information on identified gaps in their competence.
(e) Appeals must be lodged within three months after communication of the result. SAP is not required to review appeals lodged after these three months, and is then entitled to destroy the documents.
(f) SAP will hold the results of the examination in a database in order to be able to ascertain, if necessary, what certification a candidate holds and whether a candidate can be admitted to other examinations. SAP may also use the data held to provide targeted information to certified candidates and to enable candidates to retrieve specific information. SAP may also inform others of successful candidates’ certification.
Amending and Replacing Certificates
(a) If a certificate is lost, the SAP international subsidiary will issue a replacement.
(b) Successful candidates must inform the SAP international subsidiary in writing of any change of address, of name, or of employer, or of any other relevant change, attaching official documents and a statement by the new employer, as appropriate. SAP will issue an amended certificate to the candidate’s new address.
(c) SAP may make an administrative charge for amending and replacing certificates.
(a) Unsuccessful candidates may re-take the same examination.
(b) No candidate may sit the same examination for the same release more than three times. A candidate who has failed at an examination three times for a release may not attempt that examination again until the next release.
(c) SAP does not undertake that candidates can re-take an examination for a particular release. Re-take candidates may have to attempt the examination for a later release.
(d) Candidates pay a fee for all re-takes.
Certification Fees / Regulations
(a) Candidates pay a consultant certification fee for admission to the examination.
(b) This certification fee covers the examination, assessment, and, for successful candidates the certificate.
(c) For some identified SAP training courses the listed course fee includes the certification fee.
(d) Where the examination is offered and conducted by SAP the regulations for participation in SAP training courses also apply.
Infringements of the Examination Rules
(a) In the event of a serious infringement of the examination rules, all certificates that the candidate concerned has been awarded will be invalidated and the candidate will be excluded from further examinations. A candidate who has seriously infringed the rules must return all certificates to SAP without delay.
(b) In the event of a minor infringement of the examination rules the exam of the candidate concerned will be assessed as a “fail” but the candidate may re-take in accordance with the rules for re-take.
(c) Infringement of copyright and other unlawful harm to SAP will be treated as a serious infringement of the examination rules as if the infringement or harm were done under the certification program.
(d) SAP will have proper regard to its duty of fairness in deciding whether an infringement is serious or minor. The candidate concerned will receive written reasoned notification.
Law and Jurisdiction for SAP Terms
11.2 These Terms in clause 11 (Conditions of Participation) above apply to the exclusion of all other conditions. These conditions cannot be changed or added to, and SAP’s failure expressly to reject a change or addition will not be construed as SAP’s acceptance of the change or addition.
11.3 The Conditions of Participation are governed exclusively by German law.
11.4 If you are a registered trader for the purposes of the German Commercial Code (Handelsgesetzbuch) the sole place of jurisdiction for all disputes arising between the parties out of or in connection with these Conditions of Participation is Karlsruhe, Germany.
11.5 Except as set out in this clause 11, the jurisdiction provisions of clauses 18.6 to 18.8 will apply to the Contract.
12. SAP NAME AND TRADEMARKS
12.1 Nothing in this Contract confers upon you the right to use or display SAP’s name, logo or any of its trademarks. The use of the same shall be subject to you obtaining SAP’s express consent and you displaying the notices prescribed by SAP.
12.2 You hereby agree to indemnify us against any loss or damage caused to us by your unauthorised use of any of SAP’s name, logos or trademarks.
13. CONFIDENTIALITY AND PUBLICITY
13.1 Confidential Information shall not be reproduced in any form except as required to accomplish the intent of the Contract. Any reproduction of any Confidential Information of the other shall remain the property of the disclosing party and shall contain any and all confidential or proprietary notices or legends which appear on the original. With respect to the Confidential Information of the other, each party : (a) shall take all Reasonable Steps (defined below) to keep all Confidential Information strictly confidential; and (b) shall not disclose any Confidential Information of the other to any person other than its bona fide individuals whose access is necessary to enable it to exercise its rights hereunder. As used herein “Reasonable Steps” means those steps the receiving party takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care. Confidential Information of either party disclosed prior to execution of this Agreement shall be subject to the protections afforded hereunder.
13.2 The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential Information that: (a) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (b) has become generally available to the public without breach of this Agreement by the receiving party; (c) at the time of disclosure, was known to the receiving party free of restriction; or (d) the disclosing party agrees in writing is free of such restrictions.
13.3 You shall not use the name of SAP in publicity, advertising, or similar activity, without the prior written consent of SAP. SAP may use your name in customer listings or, as part of SAP’s marketing efforts (including without limitation reference calls and stories, press testimonials, site visits, SAPPHIRE participation).
14.1 This Contract and the licenses granted hereunder shall terminate upon the earliest to occur of the following: (i) thirty days after you gives us and SAP written notice of your direction to terminate this Contract, for any reason, but only after payment of all license and SAP Support fees then due and owing; (ii) thirty days after we or SAP gives Licensee notice of Licensee’s material breach of any provision of the Agreement (other than breaches relating to wrongful access , intellectual property and confidentiality which breach shall result in immediate termination), unless you cure such breach during such thirty day period; (iii) immediately if you file for bankruptcy, become subject to an order to be wound-up for insolvency, enter administration or makes an assignment for the benefit of creditors. For the avoidance of any doubt, termination of the Contract shall strictly apply to all licenses under the Contract, its appendices, schedules, addenda and order documents and any partial termination of the Contract by you shall not be permitted in respect of any part of this Contract, its appendices, schedules, addenda, order documents.
14.2 Upon any termination hereunder, you and your Licensee Employees shall immediately cease use of all SAP Materials and Confidential Information and your access to Learning Hub Products will be terminated. Within thirty (30) days after any termination, you shall irretrievably destroy or upon SAP’s request deliver to SAP all copies of the SAP Materials and Confidential Information in every form, except to the extent it is legally required to keep it for a longer period in which case such return or destruction shall occur at the end of such period. You must certify to us and SAP in writing that it has satisfied its obligations under this section. Your data shall be deleted after termination of this Agreement, unless such termination is for your breach of Contract. You agree to certify in writing to SAP that it and each of its Licensee Employees has performed the foregoing. In the event of any termination hereunder, you shall not be entitled to any refund of any payments you have made. Termination shall not relieve you of your obligation to pay fees that remain unpaid.
15. DEFECTS, WARRANTY AND LIABILITY
15.1 Neither we nor SAP warrants the accuracy or completeness of the Learning Hub Products, any links or the information, text, graphics, links, or other items contained within the Learning Hub Products or the SAP hosted site. SAP AND ITS LICENSORS DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED. Neither we nor SAP assume any responsibility for errors or omissions in the Learning Hub Products. It is your duty to verify such information.
15.2 SAP SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION DIRECT, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFIT OR OTHER FINANCIAL LOSS, THAT MAY RESULT FROM THE USE OF THE LEARNING HUB PRODUCTS, SERVICES, SAP MATERIALS, SAP CONFIDENTIAL INFORMATION OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT OR RELATING EDUCATION ORDER FORM. IN NO EVENT SHALL SAP’S LIABILITY TO YOU OR ANY OTHER PARTY EXCEED, IN THE AGGREGATE, THE NET FEES PAID FOR THE USE OF THE LEARNING HUB PRODUCTS. WHERE SAP’S LIABILITY IS EXCLUDED OR LIMITED, THIS ALSO APPLIES TO THE PERSONAL LIABILITY OF SAP’S EMPLOYEES, REPRESENTATIVES, AND PEOPLE PERFORMING SERVICES ON SAP’S BEHALF.
15.3 With respect to material defects in the Learning Hub Products, and as your sole remedy for any material defect in the Learning Hub Products, SAP in its sole judgment, may decide to eliminate such material defects or make a replacement delivery or, by indicating a reasonably acceptable way to avoid the impact of such material defect.
15.4 Nothing in this Contract limits or excludes any liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation;
15.5 All claims against SAP are barred after a period of one year from the date the claim arose.
15.6 You shall indemnify, defend and hold us and SAP, its affiliates and licensors, and each of their respective employees, officers, directors, agents and representatives, harmless from and against any damages, losses, costs and expenses, and amounts paid in settlement, arising from or related to a claim by a third party resulting from your breach of any term of this Contract.
16. EVENTS OUTSIDE OUR CONTROL
16.1 Neither we nor SAP will be liable or responsible for any failure to perform, or delay in performance of, any of ours of SAP’s obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 16.2.
16.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.
17. COMMUNICATIONS BETWEEN US
17.1 When we refer, in these Terms, to “in writing”, this will include e-mail.
17.2 If you are a Consumer you may contact us as described in clause 1.3.
17.3 If you are a Business Customer:
(a) Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second business day after posting or if sent by e-mail, one business day after transmission.
(c) In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
(d) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
18. OTHER IMPORTANT TERMS
18.1 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms. We will always notify you in writing or by posting on this webpage if this happens.
18.2 You may not transfer your rights or your obligations under these Terms to another person unless we agree in writing.
18.3 This Contract is between you and us. However, SAP shall also be entitled to enforce any of these Terms under the Contracts (Rights of Third Parties) Act 1999 or otherwise. No other person shall be so entitled.
18.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
18.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
18.6 If you are a Consumer, please note that these Terms (except as set out in clause 11 above) are governed by English law. This means a Contract for the purchase of Services through our site and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.
18.7 If you are a Business Customer, except as set out in clause 11 above, a Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
18.8 If you are a Business Customer, except as set out in clause 11 above, we both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).