End User License Agreement (e-Learning)

When accessing this service from an UK based server, you agree to the following End User License Agreement (EULA):

VERTIGO VENTURES LIMITED (“VERTIGO“) IS WILLING TO PROVIDE ACCESS TO THE COURSE CURRENTLY MARKETED AS THE E-LEARNING COURSES TO YOU ON THE TERMS OF THIS END USER LICENCE AGREEMENT (THE “EULA”). YOU MUST READ THIS EULA CAREFULLY BEFORE USING THE E-LEARNING COURSES. THIS EULA CONSTITUTES A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND VERTIGO (EACH A “Party” AND TOGETHER THE “Parties”). BY CLICKING ‘I AGREE’, USING (WHICH INCLUDES VISITING, REGISTERING, ENROLLING OR ACCESSING) THE E-LEARNING COURSES OR OTHERWISE INDICATING AGREEMENT ELECTRONICALLY, YOU AGREE TO THIS EULA. IF YOU DO NOT AGREE TO THIS EULA, YOU SHOULD NOT CLICK ‘I AGREE’ AND/OR SHOULD IMMEDIATELY MAKE NO FURTHER USE OF THE E-LEARNING COURSES.

1. INTERPRETATION

The following definitions apply to this EULA:

e-learning courses“: Vertigo’s online learning portal (and any updates to it and new versions which are made available by Vertigo from time to time), delivering “e-learning courses”. Users can access the online learning courses and track their progress via a dashboard.

Vertigo”: Vertigo Ventures Ltd.

Intellectual Property Rights”: all copyright and related rights, patents, rights to inventions, utility models, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection.

Licence”: the licence granted under clause 3.1.

LSA”: the Licence and Services Agreement to which this End User Licence Agreement relates.

Third Party Content”: means any data, information, content including trademarks, logos, software or other Intellectual Property Rights of a third party, including any which is accessed by your use of the e-learning courses.

2. YOUR USE OF THE E-LEARNING COURSES

    1. Your access to the e-learning courses shall be limited to you. When you register, you will choose a username and password and insert the voucher allocated to you from your University (either upon registration or by redeeming it within your account). This voucher will automatically enroll you into the relevant module(s) when you redeem it (“Enrolment date”).
    2. You will have 1 year to complete the module from the Enrolment Date (“Enrolment Term”). Before the end of such 1 year period, you will receive an electronic notification.
    3. You shall keep your password confidential. Vertigo shall not be liable for any losses or damage suffered by you due to the disclosure of any passwords.
    4. Your use of the e-learning courses shall not violate any applicable law, regulation or any terms of use applicable to the use of Third Party Content.
    5. The e-learning courses are provided for general information and training purposes only and you must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of information obtained through the e-learning courses.
    6. You are solely responsible for ensuring that you have sufficient and compatible hardware, software and internet connectivity necessary for use of the e-learning courses.

 

3. LICENCE OF THE E-LEARNING COURSES

    1. Vertigo hereby grants you a licence to use the e-learning courses in accordance with the terms of this EULA (the “Licence”).
    2. The Licence is revocable, non-exclusive, non-transferable and non-sublicensable.
    3. The Licence is granted to you only. You shall not share the e-learning courses with any third party.
    4. You shall not use the e-learning courses to:
      1. provide services to third parties; or
      2. build a product or service which competes with the e-learning courses.
    5. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the e-learning courses and shall notify Vertigo promptly of any such unauthorised access or use.
    6. Vertigo may modify, suspend or discontinue any part of the e-learning courses or otherwise make any changes it considers desirable to the e-learning courses.

 

4. PROPRIETARY RIGHTS

    1. Vertigo and/or its licensors own all Intellectual Property Rights in the e-learning courses materials and content. Other than as expressly set out in this EULA, Vertigo does not grant you any Intellectual Property Rights in respect of the e-learning courses or any other materials unless expressly provided in this EULA.
    2. You may not copy, decompile, reverse engineer, modify or otherwise deal in any way with the e-learning courses. You may not remove any proprietary notices attached to the e-learning courses.

 

5. THIRD PARTY CONTENT

    1. Vertigo may host Third Party Content which is accessed by your use of the e-learning courses and is in no way involved with the information contained in any Third Party Content. Vertigo does not:
      1. initiate the transmission of Third Party Content;
      2. select the receiver of any transmitted Third Party Content; or
      3. select or modify the information contained in any Third Party Content (other than technical manipulations which take place in the course of the transmission of the Third Party Content and which do not alter the integrity of the information contained in the Third Party Content).
    2. Any Intellectual Property Rights in the Third Party Content shall remain with its owners or licensors.
    3. You will indemnify, defend and hold harmless Vertigo, from and against any claims, costs, damages, losses, liabilities and expenses (including legal fees) relating to any claims, actions, suits or proceedings by third parties against Vertigo arising out of or related in any way to either Party’s use of Third Party Content in accordance with this EULA.

 

6, CONFIDENTIALITY

    1. In this clause, “Confidential Information” means any information that is clearly labelled or identified as confidential or ought reasonably be treated as being confidential. Confidential Information includes the e-learning courses and any Third Party Content (other than anonymised or aggregated derivatives of Third Party Content created pursuant to clause 5.3). Confidential Information excludes any information which:
      1. is or becomes publicly known other than through a breach of this EULA or other obligation of confidentiality;
      2. was in the receiving Party’s lawful possession before the disclosure;
      3. is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;
      4. is independently developed by the receiving Party and that independent development can be shown by written evidence; or
      5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
    2. Each Party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party unless that third party is subject to an equivalent duty of confidentiality. Neither Party shall use the other’s Confidential Information for any purpose other than the implementation of this EULA.
    3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees, agents or independent contractors in breach of the terms of this EULA.
    4. This clause 6 shall survive termination of this EULA for a period of 5 years.

 

7. LIMITATION OF LIABILITY

    1. This clause 7 sets out Vertigo’s entire financial liability (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you:
      1. arising under or in connection with this EULA;
      2. in respect of any use made by you of the e-learning courses;
      3. any Third Party Content; and
      4. in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this EULA.
    2. Except as expressly and specifically provided in this EULA you assume sole responsibility for your use of the e-learning courses and for the results of, or conclusions drawn from, such use.
    3. The e-learning courses are provided “as is” to the fullest extent permissible pursuant to applicable law. Vertigo disclaims all warranties and conditions express or implied, including, but not limited to, implied warranties of satisfactory quality and fitness for a particular purpose, in relation to the e-learning courses, its use and the results of such use. Vertigo specifically disclaims any warranty:
      1. that the e-learning courses and its availability shall be uninterrupted, delayed or error-free
      2. for any loss of user information stored on the e-learning course dashboard (including grades, certificates or achievements). As such, we advise that you back up or keep additional copies of this information;
      3. that defects shall be corrected;
      4. that there are no viruses or other harmful components;
      5. that the security methods employed shall be sufficient; or
      6. regarding correctness, accuracy, or reliability.
    4. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from this EULA to the fullest extent permitted by law.
    5. Nothing in this EULA excludes the liability of Vertigo:
      1. for death or personal injury caused by Vertigo’s negligence;
      2. for fraud or fraudulent misrepresentation; or
      3. any statutory liability not capable of limitation.
    6. Subject to clause 7.5, Vertigo shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this EULA.
    7. Subject to clause 7.5, Vertigo’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this EULA shall be limited to £10.

 

8. DATA PROTECTION

    1. In this EULA, the terms “controller”, “processor”, “data subject”, “personal data”, “process”, “processing”, “consent” and “special categories of personal data” (previously referred to as “sensitive personal data”) have the meanings ascribed to them in the General Data Protection Regulation 2016/679 (the “GDPR”).
    2. Save for in relation to Clause 5.3 (as applicable), the Parties intend that Vertigo is a processor and only processes personal data on behalf of the controller. The controller is defined in the LSA. If personal data is provided by you to Vertigo, Vertigo shall only process such personal data on documented instructions from the controller.
    3. Vertigo shall only collect and process personal data in accordance with the legal basis of entering into and performing a contract with you for the purposes of delivering the e-learning courses. For further detail on your rights and how Vertigo processes personal data, please refer to Vertigo’s privacy policy found here.
    4. Vertigo shall take appropriate and commercially reasonable technical and organisational measures to protect against unauthorised or unlawful processing of any personal data provided by you, or any accidental loss, destruction or damage of such data.

 

9. TERMINATION

  1. This EULA will terminate after 2 years, or otherwise in accordance with the termination of the LSA.
  2. Vertigo will continue to hold your data following completion of the respective module for a further year beyond the Enrolment Term. After this point, the information stored on your e-learning account (including course information, goals and progress) will be permanently deleted.
  3. Vertigo may terminate this EULA at any time (prior to the 2 years) if we reasonably suspect that you have breached any term of this EULA. You may terminate this EULA on reasonable written notice to Vertigo.

 

10. WAIVER

A waiver of any right under this EULA is only effective if it is in writing.

 

11. SEVERANCE

If any provision (or part of a provision) of this EULA is found to be invalid, unenforceable or illegal, the other provisions (or parts of any provisions) shall remain in force.

 

12. ENTIRE AGREEMENT

This EULA constitutes the whole agreement between the parties and supersedes any previous agreement between them.

 

13. ASSIGNMENT

You shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this EULA, without the prior written consent of Vertigo.

 

14. THIRD PARTY RIGHTS

This EULA does not confer any rights on any person or party (other than the parties to this EULA and (where applicable) their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

 

15. GOVERNING LAW AND JURISDICTION

This EULA shall be governed by, and construed in accordance with, the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English Courts.

_____________________________________________________________________________________________________

When accessing this service from an Australian based server, you agree to the following End User License Agreement (EULA):

VERTIGO VENTURES AUSTRALIA PTY LIMITED (“VERTIGO“) IS WILLING TO PROVIDE ACCESS TO THE COURSE CURRENTLY MARKETED AS THE E-LEARNING COURSES TO YOU ON THE TERMS OF THIS END USER LICENCE AGREEMENT (THE “EULA”). YOU MUST READ THIS EULA CAREFULLY BEFORE USING THE E-LEARNING COURSES. THIS EULA CONSTITUTES A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND VERTIGO (EACH A “Party” AND TOGETHER THE “Parties”). BY CLICKING ‘I AGREE’, USING (WHICH INCLUDES VISITING, REGISTERING, ENROLLING OR ACCESSING) THE E-LEARNING COURSES OR OTHERWISE INDICATING AGREEMENT ELECTRONICALLY, YOU AGREE TO AND ACCEPT THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THIS EULA, YOU SHOULD NOT CLICK ‘I AGREE’ AND/OR SHOULD IMMEDIATELY MAKE NO FURTHER USE OF THE E-LEARNING COURSES.

1. INTERPRETATION

    1. The following definitions apply to this EULA:

e-learning courses“: Vertigo’s online learning portal (and any updates to it and new versions which are made available by Vertigo from time to time), delivering “e-learning courses”. Users can access the online learning courses and track their progress via a dashboard.

Intellectual Property Rights”: all copyright and related rights, patents, rights to inventions, utility models, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection.

Licence”: the licence granted under clause 3.1.

LSA”: the Licence and Services Agreement to which this End User Licence Agreement relates.

Privacy Law” means the Privacy Act 1988, the Spam Act 2003, the Telecommunications Act 1997 and the Telecommunications (Interception) Act 1979; any other legislation, principles, industry codes and policies relating to the collection, use, disclosure, storage or granting of access rights to Personal Information, and words defined in Privacy Law have the same meaning when used in this EULA.

Third Party Content”: means any data, information, content including trademarks, logos, software or other Intellectual Property Rights of a third party, including any which is accessed by your use of the e-learning courses.

Vertigo”: Vertigo Ventures Australia Pty Ltd (ABN 68 614 903 098).

2. YOUR USE OF THE E-LEARNING COURSES

    1. Your access to the e-learning courses shall be limited to you. When you register, you will choose a username and password and insert the voucher allocated to you from your University (either upon registration or by redeeming it within your account). This voucher will automatically enroll you into the relevant module(s) when you redeem it (“Enrolment date”). .
    2. You will have 1 year to complete the module from the Enrolment Date (“Enrolment Term”). Before the end of such 1 year period, you will receive an electronic notification.  
    3. You shall keep your password confidential. Vertigo shall not be liable for any losses or damage suffered by you due to the disclosure of any passwords.
    4. Your use of the e-learning courses shall not violate any applicable law, regulation or any terms of use applicable to the use of Third Party Content.
    5. The e-learning courses are provided for general information and training purposes only and you must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of information obtained through the e-learning courses.
    6. You are solely responsible for ensuring that you have sufficient and compatible hardware, software and internet connectivity necessary for use of the e-learning courses.

 

3. LICENCE OF THE E-LEARNING COURSES

    1. Vertigo hereby grants you a licence to use the e-learning courses in accordance with the terms of this EULA (the “Licence”).
    2. The Licence is revocable, non-exclusive, non-transferable and non-sublicensable.
    3. The Licence is granted to you only. You shall not share the e-learning courses with any third party.
    4. To the full extent permitted by law (and subject to your compliance with the applicable law), you have no right to and must not:
      1. reproduce, publish, distribute, communicate, rent, sub-license and/or resell the e-learning courses;
      2. use the e-learning courses to provide a service to any other person; or
      3. modify, adapt, disassemble, decompile and/or reverse engineer the e-learning courses.
    5. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the e-learning courses and shall notify Vertigo promptly of any such unauthorised access or use.
    6. Vertigo may modify, suspend or discontinue any part of the e-learning courses or otherwise make any changes it considers desirable to the e-learning courses.

 

4. PROPRIETARY RIGHTS

    1. Vertigo and/or its licensors own all Intellectual Property Rights in the e-learning courses materials and content. Other than as expressly set out in this EULA, Vertigo does not grant you any Intellectual Property Rights in respect of the e-learning courses or any other materials unless expressly provided in this EULA.
    2. You may not remove any proprietary notices attached to the e-learning courses.

 

5. THIRD PARTY CONTENT

    1. Vertigo may host Third Party Content which is accessed by your use of the e-learning courses and is in no way involved with the information contained in any Third Party Content. Vertigo does not:
      1. initiate the transmission of Third Party Content;
      2. select the receiver of any transmitted Third Party Content; or
      3. select or modify the information contained in any Third Party Content (other than technical manipulations which take place in the course of the transmission of the Third Party Content and which do not alter the integrity of the information contained in the Third Party Content).
    2. Any Intellectual Property Rights in the Third Party Content shall remain with its owners or licensors.
    3. You will indemnify, defend and hold harmless Vertigo, from and against any claims, costs, damages, losses, liabilities and expenses (including legal fees) relating to any claims, actions, suits or proceedings by third parties against Vertigo arising out of or related in any way to either Party’s use of Third Party Content in accordance with this EULA.

 

6. CONFIDENTIALITY

    1. In this clause, “Confidential Information” means any information that is clearly labelled or identified as confidential or ought reasonably be treated as being confidential. Confidential Information includes the e-learning courses and any Third Party Content (other than anonymised or aggregated derivatives of Third Party Content created pursuant to clause 5.3). Confidential Information excludes any information which:
      1. is or becomes publicly known other than through a breach of this EULA or other obligation of confidentiality;
      2. was in the receiving Party’s lawful possession before the disclosure;
      3. is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;
      4. is independently developed by the receiving Party and that independent development can be shown by written evidence; or
      5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
    2. Each Party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party unless that third party is subject to an equivalent duty of confidentiality. Neither Party shall use the other’s Confidential Information for any purpose other than the implementation of this EULA.
    3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees, agents or independent contractors in breach of the terms of this EULA.
    4. This clause 6 shall survive termination of this EULA for a period of 5 years.

 

7. LIMITATION OF LIABILITY

    1. This clause 7 sets out Vertigo’s entire financial liability (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you:
      1. arising under or in connection with this EULA;
      2. in respect of any use made by you of the e-learning courses;
      3. any Third Party Content; and
      4. in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this EULA.
    2. Except as expressly and specifically provided in this EULA you assume sole responsibility for your use of the e-learning courses and for the results of, or conclusions drawn from, such use.
    3. The e-learning courses are provided “as is” to the fullest extent permissible pursuant to applicable law. Vertigo disclaims all warranties and conditions express or implied, including, but not limited to, implied warranties of satisfactory quality and fitness for a particular purpose, in relation to the e-learning courses, its use and the results of such use. Vertigo specifically disclaims any warranty:
      1. that the e-learning courses and its availability shall be uninterrupted, delayed or error-free
      2. for any loss of user information stored on the e-learning course dashboard (including grades, certificates or achievements). As such, we advise that you back up or keep additional copies of this information;
      3. that defects shall be corrected;
      4. that there are no viruses or other harmful components;
      5. that the security methods employed shall be sufficient; or
      6. regarding correctness, accuracy, or reliability.
    4. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from this EULA to the fullest extent permitted by law.
    5. Nothing in this EULA excludes the liability of Vertigo:
      1. for death or personal injury caused by Vertigo’s negligence;
      2. for fraud or fraudulent misrepresentation; or
      3. any statutory liability not capable of limitation.
    6. Subject to clause 7.5, Vertigo shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this EULA.
    7. Subject to clause 7.5, Vertigo’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this EULA shall be limited to AUD$10.

 

8. DATA PROTECTION AND PRIVACY

    1. In this EULA, the terms “controller”, “processor”, “data subject”, “personal data”, “process”, “processing”, “consent” and “special categories of personal data” (previously referred to as “sensitive personal data”) have the meanings ascribed to them in the General Data Protection Regulation 2016/679 (the “GDPR”).
    2. Save for in relation to Clause 5.3 (as applicable), the Parties intend that Vertigo is a processor and only processes personal data on behalf of the controller. The controller is defined in the LSA. If personal data is provided by you to Vertigo, Vertigo shall only process such personal data on documented instructions from the controller.
    3. Vertigo shall only collect and process personal data in accordance with the legal basis of entering into and performing a contract with you for the purposes of delivering the e-learning courses. For further detail on your rights and how Vertigo processes personal data, please refer to Vertigo’s privacy policy found here.
    4. Vertigo shall take appropriate and commercially reasonable technical and organisational measures to protect against unauthorised or unlawful processing of any personal data provided by you, or any accidental loss, destruction or damage of such data.
    5. If you provide any Personal Information to Vertigo, you shall ensure that you are entitled to do so and that Vertigo may lawfully process that Personal Information on your behalf as envisaged under this EULA and may transmit that Personal Information outside Australia. Please refer to Vertigo’s Privacy Policy.
    6. In respect of your use of the e-learning courses, you shall comply fully with your obligations under the Privacy Law and shall implement appropriate technical and organisational measures to protect Personal Information against unauthorised or unlawful collection, processing, use, disclosure, storage, destruction or loss.
    7. In respect of any Personal Information that you disclose, send or transmit to Vertigo, you must:
      1. immediately provide Vertigo with full particulars of any complaint received by you regarding your collection, use, disclosure or storage of the Personal Information; and
      2. co-operate with any reasonable request by Vertigo to enable Vertigo to:
        1. comply, or to assist it in complying, with its obligations under the Privacy Law;
        2. resolve any complaint alleging a breach of the Privacy Law or a privacy policy in relation to the Personal Information;
        3. provide access to any record of the Personal Information following a request from an individual in accordance with the lawful rights of that individual; and
        4. immediately notify Vertigo if you become aware of any breach of this Clause 8 or any treatment of the Personal Information by any person which is inconsistent with the Privacy Law or which would cause either you or Vertigo to breach the Privacy Law.

 

9. TERMINATION

    1. This EULA will terminate after 2 years, or otherwise in accordance with the termination of the LSA.
    2. Vertigo will continue to hold your data following completion of the respective module for a further year beyond the Enrolment Term. After this point, the information stored on your e-learning account (including course information, goals and progress) will be permanently deleted.
    3. Vertigo may terminate this EULA at any time (prior to the 2 years) if we reasonably suspect that you have breached any term of this EULA. You may terminate this EULA on reasonable written notice to Vertigo.

 

10. WAIVER

A waiver of any right under this EULA is only effective if it is in writing.

 

11. SEVERANCE

If any provision (or part of a provision) of this EULA is found to be invalid, unenforceable or illegal, the other provisions (or parts of any provisions) shall remain in force.

 

12. ENTIRE AGREEMENT

This EULA constitutes the whole agreement between the parties and supersedes any previous agreement between them.

 

13. ASSIGNMENT

You shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this EULA, without the prior written consent of Vertigo.

 

14. THIRD PARTY RIGHTS

This EULA does not confer any rights on any person or party (other than the parties to this EULA and (where applicable) their successors and permitted assigns).

 

15. GOVERNING LAW AND JURISDICTION

This EULA shall be governed by, and construed in accordance with, the laws of New South Wales and the parties irrevocably submit to the jurisdiction of the Courts of New South Wales.