Veterinary Thought Exchange Limited

WEBSITE AND SERVICES TERMS & CONDITIONS

 

Welcome to Veterinary Thought Exchange

These website and services terms and conditions (Terms & Conditions) govern your access to and use of our website, www.vtx-cpd.com (our Site) and the Services.

1. What these Terms & Conditions do
   1. By registering for an Account and clicking to confirm that you accept these Terms and Conditions, you warrant and represent to us that you have legal authority to be bound by, or, bind and are lawfully able to enter into contracts on the behalf of the Membership Holder (as applicable).
   2. By accessing and using our Site or continuing to use the Services following our notification of any changes to these Terms & Conditions, you are agreeing to comply with them.
   3. If you do not agree with these Terms & Conditions, you must not use our Site, register for an Account and/or continue to use the Services, and close or deactivate your Account if you already have one with us.
   4. These Terms & Conditions set out:
      1. who we are;
      2. the terms on which we provide access to our Site and the Services to you;
      3. how to close or deactivate your Account or terminate your Membership;
      4. how changes can be made to Memberships, Accounts, the Services and these Terms & Conditions; and
      5. other important information.
   5. In some areas, you will have different rights under these Terms & Conditions depending on whether you are a business or a consumer. You are a consumer if:
      1. you are an individual; and
      2. you are using our Site or the Services wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
2. Who we are
   1. We are Veterinary Thought Exchange Limited, a company registered in England and Wales under company number 11928932 and whose registered office is located at Marland House, 13 Huddersfield Road, Barnsley, South Yorkshire, England, S70 2LW (VTX, We, Us, Our).
   2. To contact us, please do so in writing:
      1. by e-mail to: info@vtx-cpd.com; or
      2. by post at: Marland House, 13 Huddersfield Road, Barnsley, South Yorkshire, England, S70 2LW.
3. There are other terms that may apply to you
   1. These Terms & Conditions refer to the following additional terms, which will also apply to your use of the Services and our Site:
      1. our Privacy Notice which sets out details of how we collect, use and look after personal data provided or collected as part of the Services, to register for Membership, create an Account and/or sign up to our latest news and offers on our Site; and
      2. our Cookies Policy, which sets out information about the cookies used within our Site and the Services.
   2. These additional terms can be found on our Site.
4. Definitions and Interpretation
   1. 1. In these Terms & Conditions, the following words and expressions shall have the following meanings:

   Account	the account created with our Site as part of our on-line registration process to subscribe to and access the Services, being either a: Member Account; User Account; or Free Basic Account;
   Advice Credits	the tokens which may be redeemed as payment for a Clinical Advice Request;
   Business Customer	any Member or holder of a Free Basic Account that is not acting in a capacity of a Consumer and includes that Member’s Users (if any);
   Charges	all and any fees, charges, expenses or costs payable under or in connection with these Terms and Conditions including for the Services and Membership Charges;
   Clinical Advice Service	the clinical veterinary advice service made available via our Site in relation to matters relating to such veterinary concerns and specialisms as VTX makes available from time to time;
   Condition	a condition of these Terms & Conditions;
   Consumer	an individual acting in their personal capacity and not in the course of their trade or profession;
   Courses & Webinars	an online course or webinar offered on our Site which can be subscribed to from time to time and the term Course and Webinar shall be construed accordingly;
   Data Protection Legislation	to the extent the UK GDPR applies, the UK GDPR and any other law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; to the extent the EU GDPR applies, EU GDPR and any other law of the European Union or any member state of the European Union to which the Customer or Provider is subject, which relates to the protection of personal data;
   EU GDPR	the General Data Protection Regulation ((EU) 2016/679);
   EU Law	the law of the European Union or any member state of the European Union;
   Forum	the interactive group discussion forum accessed via your Account to enable discussion and communication between Members;
   Free Basic Account	the Account provided by VTX on a free basis which has limited access to Services;
   Free Trial	the 5 day free trial period provided as part of certain Membership Plans as described on our Site from time to time;
   Intellectual Property Rights	any and all copyrights, moral rights, related rights, patents, supplemental protection certificates, petty patents, utility models, trademarks, trade names, service marks, design rights, database rights, website rights, semi-conductor topography rights, domain name rights, rights in undisclosed information or Confidential Information, rights in get up, goodwill or to sue for passing off, unfair completion rights, and other similar intellectual property rights (whether registered or not) and applications for any such rights as may exist anywhere in the world;
   Member	an individual who accesses, receives and uses the Services made available in accordance with the relevant Membership Plan that the Membership Holder has in place from time to time, being either a: Membership Holder; or User; the term Members shall be construed accordingly;
   Member Account	the account created with our Site for the Membership Holder as part of our on-line registration process to subscribe to and access the Services;
   Membership	membership to access, receive and use certain Services in accordance with the relevant Membership Plan that the Membership Holder has in place from time to time;
   Membership Holder	an individual, firm, company or other legal entity who subscribed to the Membership and who shall be liable to pay the relevant Membership Charges;
   Membership Plan	a category of Membership which permits Members and Users (if any) to access and use particular Services as made available by VTX from time to time as part of that Membership Plan and as the same may be varied by VTX from time to time in accordance with these Terms & Conditions;
   Membership Charges	the subscription charges payable by the Membership Holder to VTX for their Membership Plan, as may be varied from time to time in accordance with these Terms & Conditions;
   Post	any text, image, video, audio or other multimedia content, information or materials submitted to the Forum and/or the Clinical Advice Service;
   Services	the online information, articles and digital services made available via our Site, including the Clinical Advice Service, Forum, Courses and Webinars and any other interactive functions, facilities and digital products made available by our Site from time to time;
   User Account	an account created for a User (by the creation of login credentials for that User) to enable that User to access and use the Services that are available to the Membership Holder as part of their Membership Plan;
   User	an employee, agent, independent contractor or other third party of a Membership Holder;
   Virus	anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices, and Viruses shall be construed accordingly;
   Year	a period of 12 months commencing on the date your Account and/or Membership commences or anniversary therefore as the case may require;
   you	the individual accessing and using our Site from time to time, including Members, holders of a Free Basic Account and/or Users (as applicable).

5. The headings in these Terms & Conditions are for convenience only and shall not affect the interpretation of these Terms & Conditions.
6. A reference in these Terms & Conditions to:
   1. a person shall include an individual, company, limited liability partnership, corporate firm, partnership, joint venture, association, trusts or unincorporated bodies and associations (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns;
   2. the singular shall include the plural and vice versa and a reference to one gender shall be a reference to the other gender and matter and vice versa;
   3. a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and such statute or statutory provision shall include any subordinate legalisation made from time to time under that statutory provision;
   4. writing or written excludes fax;
   5. include, including and in particular or anything similar are illustrative only and none of them shall limit the sense of the words preceding or following them and each of them shall be deemed to incorporate the expression without limitation.

• Accounts
  1. An Account is created by following the registration process set out on our Site and submitting the Membership Holder’s or User’s (as applicable) details. Once the registration process has been completed, we will send an email to confirm activation of the Account. A Member Account must be registered with us before User Accounts and/or our Services can be provided to you.
  2. When the Member Account or Free Basic Account (as applicable) is registered with us, a legally binding contract subject to these Terms & Conditions will come into existence between the Membership Holder or you (respectively) and us in respect of the Account and Services (the Contract).
  3. Unless you are registering for a Free Basic Account, you must provide valid credit or debit card details to us in order to set up and manage the Member Account (Card Details) so that the relevant Membership Charges due from time to time can be taken in accordance with Condition 12. The Card Details can be updated at any time by amending the Card Details stored within the Member Account.
  4. By signing up to a Member Account, a Free Basic Account or requesting a User Account (as applicable) you are warranting that:
     1. you are legally capable of entering into a contract with us; and
     2. you are at least 18 years old.
• Membership
  1. The Membership Plan the Membership Holder is subscribed to will determine the Services made available to you via your Account.
  2. We provide a 5-day free trial period with some of our Membership Plans, as described from time to time on our Site (Free Trial). During the Free Trial, you will have limited access to the functions and services available via your Account.
  3. Subject to Condition 6.4, upon expiry of the Free Trial, the Membership Plan you have been trialling will automatically continue and you shall be liable to pay the Membership Charges for such Membership Plan, which will be collected using your Card Details.
  4. If you do not wish to continue to access the Services following the expiry of any Free Trial, you must cancel your Membership via the settings within your Member Account.
  5. If you would like to change your Membership Plan, you should make a membership request by contacting us (Membership Request). Any changes made to your Membership Plan will be agreed and confirmed in writing before making any changes to the features, services and functions available via the Member Account and the User Accounts (if any). By making a Membership Request and proceeding to change your Membership Plan, you may incur prorated Membership Charges which may be invoiced immediately, and your new Membership Charges will be adjusted to reflect your new Membership Plan.
  6. Some of our Membership Plans provide the Membership Holder with a set number of User Accounts. The Membership Holder much ensure that all Users:
     1. use their User Account and the Services in accordance with these Terms & Conditions and is responsible for any User’s breach of the same;
     2. keep their password and login credentials confidential; and
     3. prevent any unauthorised access to, or use of, the Services or their User Account and, in the event of any such unauthorised access or use, promptly notify us.
  7. Subject to Condition 6.8, all Memberships shall automatically renew. We will provide you with written notice both 14 days’ and 30 days’ prior to the date that your Membership is due to renew. Should you not wish to renew your Membership, please notify us in writing via email at info@vtx-cpd.com within not less than 14 days prior to the renewal date of your Membership.
  8. Some of our Membership Plans are provided for student or newly graduated Members. Memberships for student Members will automatically expire when such student graduates. Memberships for graduate Members will automatically expire 1 year from activation of their Membership. If you are a student or graduate Member, you can make a Membership Request or subscribe to a Membership Plan via our Site to continue to access and use the Services once your Membership expires.
  9. We reserve the right to change our Membership Plans and Membership Charges from time to time in accordance with Condition 20.
• Our Site and the Services
  1. VTX are committed to promoting a collaborative and engaging experience for those who wish to learn and develop their professional veterinary knowledge within a supportive virtual community. As part of the Services, we provide articles, information, and Courses and Webinars on contemporary issues within the veterinary sector for those practising or studying veterinary science. Accordingly, you acknowledge and agree that:
     1. our Site and the Services are for information and learning purposes only and do not provide any formal qualification or accreditation;
     2. the content and any information provided on our Site and/or by the Services is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content provided on our Site and via the Services;
     3. although we make reasonable efforts to update the information provided on our Site and via the Services, we make no representations, warranties or guarantees, whether express or implied, that the content provided on our Site and as part of the Services is accurate, complete or up to date; and
     4. some of the presenters, participants and/or sponsors of the Courses and Webinars may be independent third parties, and their comments, statements, and beliefs are entirely their own. VTX have no control over any comments or statements made by any third party presenter, participant and/or sponsor of Courses and Webinars. You are responsible for any conclusions that you may draw from any information, comments, statements or beliefs provided by any presenter, participant and/or sponsor at Courses and Webinars.
  2. We make no promise that our Site and/or the Services are appropriate or available for use in locations outside of the UK. If you choose to access the Services from locations outside of the UK, you acknowledge you do so at your own initiative and are responsible for compliance with local laws where they apply.
• Courses and Webinars
  1. As part of your Account, you are able to view and register to attend forthcoming Courses and Webinars subject to these Terms & Conditions.
  2. You can reserve a place for pre-recorded or forthcoming Courses and Webinars by completing the booking process accessible via your Account or, where you are a User, by contacting us and enabling the Membership Holder to authorise payment of the relevant Charges.
  3. Once you have completed the booking process pursuant to Condition 8.2 and the Charges for the particular Courses and Webinars have been paid, your booking for such Courses and Webinars will be complete (a Booking).
  4. When a Booking is completed, we will provide you with written confirmation and a welcome email to confirm this. At this point:
     1. a legally binding contract will be in place between:
     2. the Membership Holder and us in respect of that Course and Webinar where a Booking has been made by a Membership Holder or a User (as applicable) pursuant to a Membership; or
     3. you and us in respect of that Course and Webinar where a Booking has been made pursuant to a Free Basic Account; and
     4. we will provide access to that Course and Webinar in accordance with these Terms & Conditions.
  5. We may contact you to say that we do not accept a Booking. This is typically for the following reasons:
     1. we can no longer provide the Courses and Webinars that a Booking is for;
     2. the Membership Holder has not authorised payment of the relevant Charges;
     3. we cannot authorise the Card Details; or
     4. there has been a mistake on the pricing or description of the Courses and Webinars that a Booking is for.
• The Forum
  1. By making a Post, you grant to us a royalty-free, irrevocable, non-exclusive, transferable licence to use, reproduce, modify, publish, edit, translate, distribute, perform and display the Post (in whole or in part) on our Site and on any other website operated by us, indefinitely.
  2. You must ensure that any Post you make on the Forum conforms to standards of accuracy, decency and lawfulness, which shall be applied in our discretion, acting reasonably. In particular, any Post made by you must be:
     1. your own original work and lawfully submitted;
     2. factually accurate or your own genuinely held belief;
     3. provided with the necessary consent of any third party;
     4. not defamatory or likely to give rise to an allegation of defamation;
     5. not offensive, obscene, sexually explicit, discriminatory or deceptive; and
     6. unlikely to cause offence, embarrassment or annoyance to others.
  3. Whilst we are not obliged to monitor or moderate any Post submitted to our Forum, we reserve the right to:
     1. monitor or moderate a Post, and where we do so we shall indicate how this is performed and who should be contacted in relation to any Post of concern to you; and
     2. remove or edit any Post (whether it is moderated or not).
• Clinical Advice Service
  1. Subject to payment of the relevant Charges, you may access the Clinical Advice Service via the “request clinical advice” button on our Site, and by logging into your Account and submitting details of your question and any supplementary documentation or evidence in relation to the same in the form provided (a Clinical Advice Request).
  2. As part of the Clinical Advice Service, we shall:
     1. use our reasonable endeavours to respond to a Clinical Advice Request within 48 hours from receipt of the same. We will respond via the dashboard located within your Account;
     2. liaise and discuss with you the nature of the Clinical Advice Request, and where appropriate, request further information and/or supporting documentation and evidence from you to enable us to consider and respond to the same;
     3. subject to Condition 10.4.2, use our reasonable endeavours to provide sufficient information, advice, and commentary in answer to a Clinical Advice Request (VTX Response).
  3. The Clinical Advice Service is a virtual service provided by VTX for veterinary surgeons and students who require a virtual consultation with a veterinary professional in relation to a question, query or issue arising in relation to an animal under their care. Accordingly, you acknowledge and agree that:
     1. the Clinical Advice Service is a virtual consultation service for information purposes only and VTX do not provide either a virtual or in-person assessment of the animal in question. Accordingly, the quality of the VTX Response and any advice provided as part of the same is dependent upon the information provided to us being accurate and complete;
     2. as the veterinary professional with conduct of the treatment and care of the animal in question, you remain solely responsible at all times for the care and treatment of that animal. Where you require assistance with the care and treatment of that animal, you should immediately seek professional advice from a relevant individual within the veterinary science profession in relation to the same; and
     3. the Clinical Advice Service is not intended to be used in relation to any urgent questions or queries in relation to the care and treatment of any animal. Where your question is urgent, or there is any potential where a delay in the treatment and care of the animal in question may jeopardise the quality of the animal’s health, care, treatment, and/or recovery (as appropriate) you must seek professional advice from a relevant individual within the veterinary science profession who is qualified to provide the requisite treatment and care.
  4. Once we have provided our VTX Response in accordance with Condition 10.1, we will consider the Clinical Advice Request as complete and closed. We may also consider the Clinical Advice Request as complete and closed in the following circumstances:
     1. where you submit additional questions or comments in relation to your initial Clinical Advice Request extending beyond the scope of your initial enquiry, we may consider your additional questions or comments as a new request for the Clinical Advice Service. Where we do so, we shall notify you of the same and request the relevant Charges in respect of such new Clinical Advice Request in accordance with Condition 12 before continuing to provide the Clinical Advice Service;
     2. whilst we will endeavour to consider and answer any question or query that is submitted as part of your Clinical Advice Request, there are niche areas of veterinary science that sit outside of the scope of the Clinical Advice Service. Where you have submitted a Clinical Advice Request and we are unable to provide the Clinical Advice Service, we will notify you of the same as soon as reasonably practicable and refund any Charges you have paid in respect of the same; and
     3. for any other reason at our sole discretion and in this case, we may contact you to explain our reasoning.
• Acceptable Use
  1. You must:
     1. access and use our Site, your Account and the Services in accordance with these Terms & Conditions;
     2. keep your password and login credentials for your Account secure and confidential;
     3. use all reasonable endeavours to prevent any unauthorised access to, or use of, your Account, in the event of any such unauthorised access or use, promptly notify us;
     4. not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of your Account and/or any Courses and Webinars in any form or media or by any means;
     5. not attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of your Account and/or our Site;
     6. not access all or any part of our Site, your Account and/or the Services in order to build a product or service which competes with our Site and/or the Services;
     7. not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make your Account available to any third party;
     8. not access, store, distribute or transmit, upload or allow to be uploaded to the Forum, your Account and/or our Site any Viruses, or any material that:
     9. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
     10. facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence or is discriminatory;
     11. is discriminatory based on race, gender, colour, religious belief, sexual orientation of disability;
     12. is otherwise illegal or causes damage or injury to any person or property;
     13. comply with the standards set out in Condition 9 in respect of any Posts you submit to the Forum; and
     14. ensure that when attending Courses and Webinars you behave in a way that is respectful, considerate and supportive to other attendees of such Courses and Webinars. You acknowledge and agree that attendees of our Courses and Webinars are entitled to feel welcome and able to discuss their thoughts and opinions on the relevant subject matter, and that you shall behave in a way that is conducive to a collaborative and respectful virtual environment.
• Charges and Payment Terms
  1. Membership Charges
     1. Membership Charges (which excludes VAT) will be the price indicated on the registration page on our Site at the time the Member Account is set up or the particular Membership Plan is requested (as applicable). By registering for a particular Membership Plan, the Membership Holder shall pay the Membership Charges for the duration of the Membership.
     2. We will issue our invoices for the Membership Charges either monthly or annually in advance (as chosen at the time of registration to the particular Membership Plan) and payment will be taken by direct debit using the Card Details.
     3. Without prejudice to any other rights or remedies we may have, if we are unable to take payment for the Membership Charges due using the Card Details, we shall:
     4. have the right to disable access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while such sums remain unpaid; and
     5. have the right to charge interest on the Membership Charges due, such interest shall accrue on a daily basis at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
  2. Advice Credits
     1. We make available redeemable tokens (Advice Credit(s)) that can be purchased or provided by us on a complimentary basis as part of a Membership Plan. Advice Credits can only be redeemed as payment for Clinical Advice Requests.
     2. The current redemption value of an Advice Credit is – 1 Advice Credit can be redeemed for 1 Clinical Advice Request. We reserve the right to vary the redemption rate of the Advice Credits at any time without notice to you, however, we may let you know in reasonable time of such change by emailing you at the email address you have given to us.
     3. All Advice Credits will also automatically expire where a Member Account or Free Basic Account (as applicable) is deactivated or the Contract for the Services is terminated.
  3. All Charges
     1. The Charges payable for any Services purchased from us from time to time (which are not provided as part of the Membership Plan the Membership Holder is subscribed to at the relevant time) will be the price indicated on our Site at the time of purchase.
     2. We take all reasonable care to ensure that the Charges displayed are correct. However, it is always possible that, despite our best efforts, some of the Charges may be incorrect. Where the correct price at the date of purchase is less than our stated price, we will charge the lower amount. If the correct price at the date of purchase is higher than the price stated, we will contact you for your instructions.
     3. If the rate of VAT changes between the date that the Services are purchased from us, or the Membership Plan is subscribed to, and the date the relevant Services, or Membership Plan, is to commence, we will adjust the rate of VAT that you pay, unless we have already received payment for the relevant Services, or Membership Plan, in full before the change in the rate of VAT takes effect.
     4. Without prejudice to any other right or remedies that we may have, if the Membership Holder or you (as applicable) fail to pay any sums due to us, we may at our discretion suspend the Member Account (and all User Accounts operated within the Member Account) and/or the Free Basic Account (as applicable) and/or all or part of the Services until the payment has been made in full.
     5. We may increase our Charges, including the Membership Charges, from time to time and we will provide 30 days’ written notice of such increase.
• Data and Privacy
  1. Under Data Protection Legislation, we are required to provide certain information about who we are, how we process personal data, for what purposes and confirm the rights of individuals in relation to their personal data and how to exercise them. This information is provided in our Privacy Notice [INSERT LINK].
  2. You acknowledge that in order to gain access to your Account and the Services, we require certain personal information (your name and email address) which will have been provided to us either directly by you or a third party on your behalf. We will process such personal data in accordance with our Privacy Notice for the sole purpose of facilitating your access to your Account and the Services.
  3. Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the Forum may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
• Intellectual Property Rights
  1. We and/or our licensors own all Intellectual Property Rights in our Site and the Services. Except as expressly stated in these Terms & Conditions, these Terms & Conditions do not grant you any rights to, or in, any Intellectual Property Rights in respect of our Site or the Services.
  2. You hereby grant to us a fully paid-up, non-exclusive, perpetual licence to copy and use any content you submit whether by Post or otherwise, for the purpose of sharing such content on our Site, within the Forum or otherwise with Members and/or other users within their Accounts.
  3. You:
     1. warrant that the receipt, use and onward supply of any content submitted by you to VTX shall not infringe the rights, including any Intellectual Property Rights, of any third party; and
     2. shall indemnify VTX in full against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by VTX arising out of, or in connection with, the receipt, use or supply of any content submitted by you to VTX.
• Restricting your access to your Account and the Services
  1. We may (at our discretion) deactivate or suspend (for such time as we may consider appropriate) access to your Account and/or access to all or part of the Services at any time if you are in breach of these Terms & Conditions and if such breach can be remedied, you fail to remedy the same when given a reasonable opportunity to do so. As part of our right to deactivate and/or suspend access to your Account and/or any part of the Services, we may (at our discretion):
     1. control, limit, override and/or prevent your ability to use the video and/or microphone function when attending Courses and Webinars;
     2. remove and/or prevent your ability to make a Post; and/or
     3. remove and/or prevent your attendance from Courses and Webinars.
  2. We may also suspend your Account and/or your access to the Services:
     1. to deal with technical problems, make technical changes or for maintenance; and
     2. to update your Account and/or the Services to reflect changes in relevant laws and regulatory requirements.
• Cancelling Membership or a Booking
  1. Your rights to cancel your Membership or a Booking will depend on whether there is anything wrong with the Services, and whether you are a Business Customer or a Consumer.
  2. Where you are a Consumer, you have 14 days from the date you register for your Membership or a Booking to change your mind (Cooling Off Period), provided (in the case of cancelling a Booking) that the Course and Webinar is not scheduled to be held during the Cooling Off Period. Once the relevant Course and Webinar has commenced, you cannot change your mind and cancel your Booking, even if the Cooling Off Period is still running.
  3. You may cancel your Membership or a Booking for the following reasons:
     1. we have told you about an error in the price or description of your Membership or a Course and Webinar and you do not wish to proceed;
     2. there is a risk that our provision of your Membership or the Course and Webinar may be significantly delayed because of events outside our control; or
     3. you have a legal right to cancel your Membership or a Booking because of something we have done wrong.
  4. You may cancel your Booking for one of the reasons set out in Conditions 16.2 (where you are a Consumer) and/or 16.3 by contacting us in writing, or emailing us at info@vtx-cpd.com.
  5. Where you cancel your Membership or Booking in accordance with Condition 16.2 or 16.3, we will refund the price paid for the relevant Course and Webinar not attended, or the Membership Charges paid (as applicable), as soon as possible.
  6. Even if we are not at fault and you are not cancelling your Booking for the reasons set out in Conditions 16.2 and 16.3, you may still cancel your Booking of a Course and Webinar before such Course and Webinar takes place. We will refund the price paid for the Course and Webinar, however, we may make deductions from the amount refunded to you as compensation for the net costs we will incur as a result of you cancelling your Booking.
  7. You may terminate your Membership upon 30 days’ written notice to us (by emailing us at info@vtx-cpd.com) such notice to expire on the expiry of your Membership.
  8. We may cancel your Booking or your Membership at any time by writing to you if:
     1. you do not make any payment due to us when it is due and you do not make payment within 14 days of us reminding you that payment is due;
     2. you do not, within a reasonable time of us asking, provide us with any information that is necessary for us to provide access to the Course and Webinar or the Services pursuant to your Membership Plan to you; or
     3. you are otherwise in breach of these Terms & Conditions.
  9. If we cancel your Booking or your Membership for the situations set out in Conditions 16.8, we will refund any money you have paid in advance for the Course and Webinar or your Membership Charges (as applicable), however we may make deductions from the amount refunded to you as compensation for the net costs we will incur as a result of you breaching these Terms & Conditions.
• Closing your Account
  1. You can close your Account within the settings section of your Account.
  2. On the deactivation or closure of your Account, all licences and rights granted to you under these Terms & Conditions shall immediately cease and automatically terminate and you will no longer be able to login to your Account or access the Services, even where you have paid for a Booking or have been provided with complimentary access to a particular Course and Webinar by us.
  3. On the deactivation or closure of a Member Account, all User Accounts associated with that Member Account shall also deactivate and close.
  4. The deactivation or closure of a particular User Account shall not close or deactivate the relevant Member Account or any other User Accounts associated with that Member Account.
  5. On the deactivation or closure of your Account, none of the rights, remedies, obligations or liabilities of you or VTX that have accrued up to the date your Account was closed (including the right to claim damages in respect of any breach of these Terms & Conditions existing at or before the date your Account was deactivated or closed) shall be affected by such closure of your Account. Any provision of these Terms & Conditions that expressly or by implication is intended to come into or continue in force on or after closure of your Account shall remain in full force and effect.
• Termination of Membership by us
  1. We may terminate your Membership at any time in writing to the Membership Holder if:
     1. a payment has not been made to us when it is due and payment is still not made within 14 days of us sending a reminder that payment is due; or
     2. the Membership Holder or any Users commit a material breach or persistent breaches of these Terms & Conditions.
  2. Upon termination of Membership for any reason:
     1. all rights granted to the Membership Holder and Users (if any) under these Terms & Conditions shall immediately cease; and
     2. the Membership Holder and Users (if any) must cease all activities authorised by these Terms & Conditions.
• Our responsibility for loss or damage
  1. 1. These Terms & Conditions set out the full extent of our obligations and liabilities in respect of the supply of our Site and the Services and your use of the same. The following provisions set out our entire financial liability (including any liability for the acts and omissions of our officers, directors, employees, agents and sub-contractors) in respect of:
        1. any breach of our contractual obligations arising under and/or in connection with these Terms & Conditions;
        2. any use made by you (including when acting as the Membership Holder or a User) of the Services, or any part of them;
        3. any misrepresentation, mis-statement or tortious act or omission (including negligence but excluding any of the same made fraudulently) arising under or in connection with the Contract and/or these Terms & Conditions;
        4. any other provision of these Terms & Conditions; and
        5. any act or omission on our part or our officers, directors, employees, agents or sub-contractors falling within Conditions 19.1 to 19.1.3 (inclusive);

  (a Liability Event).

  1. If you are a Consumer, please note that we only provide our Site and the Services for domestic and private use. If you use our Site and the Services for any commercial or business purposes, including for the purpose of your trade or profession, then you are not a Consumer, and our liability to you will be limited as set out in Condition 19.7 and we will have no liability to the Membership Holder or any person claiming under or through the Membership Holder (including Users) for any:
     1. loss of profit, sales, business or revenue;
     2. business interruption;
     3. loss of business opportunity, goodwill or reputation; or
     4. any indirect or consequential loss or damage.
  2. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
  3. If you are a Consumer or Business Customer and defective digital content that we have supplied damages a device or digital content belonging to you, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update or for damage that was caused by you failing to correctly follow installation or account operation instructions or to have in place the minimum system requirements advised by us (if any) or appropriate and up-to-date anti-virus software.
  4. If you are a Consumer or a Business Customer, we are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms & Conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breaching these Terms & Conditions or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these Terms & Conditions, both we and you knew it might happen.
  5. If the use of our Site or the Services is delayed by an event outside our control then we will use reasonable endeavours to contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event.
  6. If you are a Consumer, our total liability to you:
     1. in respect of all Liability Events arising under or in connection with our failure to provide a particular Course and Webinar in respect of which you have a Booking shall be limited to 100% of the Charges paid for that Course and Webinar;
     2. in respect of all Liability Events arising under or in connection with damage to tangible property shall be limited in accordance with Condition 19.4; and
     3. in respect of all other Liability Events under or in connection with these Terms & Conditions in any Year shall be limited to damages of an amount equal to 100% of the Membership Charges that have been paid to us in the immediately preceding Year or in the case of the first year, 100% of the Membership Charges paid in that Year.
  7. If you are a Business Customer, we shall only be liable to the Membership Holder and not any Users directly and our total liability:
     1. in respect of all Liability Events arising under or in connection with our failure to provide any particular Course and Webinar in respect of which a Booking has been made shall be limited to 100% of the Charges paid for the particular Course and Webinar;
     2. in respect of all Liability Events arising under or in connection with damage to tangible property shall be limited in accordance with Condition 19.4; and
     3. in respect of all other Liability Events under or in connection with these Terms & Conditions in any Year shall be limited to damages of an amount equal to 100% of the Membership Charges that have been paid to us in the immediately preceding Year or in the case of the first year, 100% of the Membership Charges paid in that Year.
  8. If you are a Consumer or a Business Customer, subject to Condition 19.3, we will not be liable to you or any other person for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with your use or reliance on any information, comments, statements, beliefs or knowledge gained from or provided or accessed by the Services and you are responsible for your own conclusions drawn from the same.
• Updates
  1. We may amend or update these Terms & Conditions from time to time to reflect changes in relevant laws, regulatory requirements, best practice or to deal with additional features which we may introduce to our Site or the Services. We will notify you by email that these Terms & Conditions have been updated and will aim to give you reasonable notice of any changes. You are responsible for reviewing these Terms & Conditions and ensuring that you understand the basis upon which we provide the Services, therefore please check them regularly.
  2. By continuing to access our Site, your Account and/or the Services following our notice of any update to these Terms & Conditions, you agree to such update and to comply with these Terms & Conditions as updated or amended. If you do not agree to such update then please do not continue to access our Site, your Account, and/or use the Services and take the steps set out in Condition 17 to deactivate your Account.
  3. We may at our sole discretion update (either automatically or otherwise), modify, suspend or discontinue our Site and/or the Services at any time. We may automatically update our Site and/or the Services to improve or enhance functionality or address security issues.
• General
  1. Events outside our control. We shall not be deemed to be in breach of these Terms & Conditions or otherwise liable to you in any manner whatsoever for any failure or delay in performing our obligations under these Terms & Conditions due to any event or circumstance beyond our reasonable control, or which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable.
  2. Warranties. If you are a Business Customer, except as expressly set out in these Terms & Conditions, all warranties, conditions terms and undertakings, express or implied, statutory or otherwise are excluded to the fullest extent permitted by law.
  3. Assignment. You shall not be entitled to assign, charge or otherwise transfer these Terms & Conditions or any of its rights or obligations under these Terms & Conditions, sub-license the right to use your Account, the Services or hold the benefit of these Terms & Conditions in trust for any other person without our prior written consent.
  4. Entire Agreement. These Terms & Conditions and any documents expressly referred to in them contains the entire understanding between us and you and supersedes any subsisting agreements, arrangements, understandings, negotiations, discussions or correspondence (written or oral, express or implied) relating to the subject matter of these Terms & Conditions. You acknowledge that you have not relied on any warranty, representation or undertaking (whether made innocently or negligently) which is not contained in or specifically incorporated into these Terms and your only remedy in respect of those representations, statements, assurances or warranties set out in these Terms will be for breach of contract, provided always that nothing in this Condition 21.4 shall exclude or limit our liability for any fraudulent misrepresentation or warranty fraudulently given and upon which you can prove you have placed reliance.
  5. Third Party rights. These Terms & Conditions are between you and VTX. No other person shall have any rights to enforce any of these Terms& Conditions. These Terms & Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provisions of these Terms & Conditions.
  6. Waiver. If VTX do not insist immediately that you do anything you are required to do under these Terms & Conditions, or if we delay in taking steps against you in respect of your breaking these Terms & Conditions, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the Services, we can still require you to make the payment at a later date.
  7. Severance. If any provision or part-provision of these Terms & Conditions becomes invalid, illegal or unenforceable, it shall be deemed deleted but it shall not affect the validity and enforceability of the rest of these Terms & Conditions.
  8. Notices.
     1. If we are providing notice to you, we shall send such notice to the email address registered under your Account. Notice can be provided to use in connection with these Terms & Conditions by email to info@vtx-cpd.com.
     2. Any notice shall be deemed to have been received the next working day.
     3. This Condition 21.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
  9. Which laws apply to these Terms & Conditions and where you may bring legal proceedings if you are a Consumer. These Terms & Conditions are governed by English law, and you can bring legal proceedings in respect of the Services in the English courts. If you live in Scotland, you can bring legal proceedings in respect of the Services in either the Scottish or the English courts. If you live in Northern Ireland, you can bring legal proceedings in respect of the Services in either the Northern Irish or the English courts.
  10. Which laws apply to these Terms & Conditions and where you may bring legal proceedings if you are a Business Customer. If you are a Business Customer, any dispute or claim arising out of or in connection with a contract between us 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 the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.