What some words mean
In these Terms and Conditions, we have given specific meanings to the following words:
- “Customer” “you” and “your” means the individual or entity which is named as our customer when subscribing to an Elucidat Account (i.e. you, or your business) and who is contracting with Elucidat under these Terms and Conditions, which shall, where the context permits, include the Customer’s directors, officers, employees, agents or authorised personnel;
- “Elucidat Account” means a current subscription to The Service;
- “Reseller” means a Customer of The Service who subscribes to a Elucidat Account on behalf of a third party client;
- “Terms and Conditions” means these terms and conditions found at support.elucidat.com/terms as may be amended or varied from time to time as explained below;
- “The Service” means our current Elucidat software service which is accessed and used via our password protected websites;
- “us””we” and “our” refers to Elucidat Limited, a company registered in England with registered number 8526821 and having its registered office at 1 Albion Street, Lewes, East Sussex, BN7 2ND;
- “your Data” means any e-learning materials, data, text, imagery, videos or other files entered, uploaded or created by you or your learners while using The Service.
These Terms and Conditions
Acceptance of Terms: This website is provided by Elucidat, which provides The Services subject to the following Terms and Conditions, which may be updated by us from time to time without notice to you. By using this website and/or by applying for an Elucidat Account you are indicating your acceptance of these Terms and Conditions.
Additional items: In addition to these Terms and Conditions, you will also be subject to any guidelines, pricing or other rules applicable to The Services, which are posted on our website from time to time. All such guidelines, pricing and rules are hereby incorporated by reference into these Terms and Conditions.
Notice: The nature of Elucidat’s database driven technology means that it is technically impossible for you to own a transferrable copy of your Elucidat publications. If our business changes or if for any other reason we cannot continue to provide The Service, you will no longer be able to publish your Data using The Service. You agree not to hold Elucidat liable and we accept no responsibility in respect of the loss of any Data relating to your publications. You are therefore strongly advised to keep copies of your Data.
The Service is subscription-based online e-learning authorware. The Service provides our Customers with the ability to simply and quickly author and publish online e-learning for mobile devices. The Service is continually changing and is described in more detail on our website.
Creating an Elucidat Account
In order to use The Service, you must apply via our website for an Elucidat Account.
If you are applying on behalf of your business, please ensure you name the correct entity (sole trader, LLP, limited company or PLC etc) as the ‘Customer’, as the contract will be formed between the named Customer and Elucidat. You must only apply for an Elucidat Account in the name of a Customer with the express authority of that person or entity. A binding contract is formed between Elucidat and the Customer when we email confirmation of your Elucidat Account. These Terms and Conditions shall govern the agreement between Elucidat and the Customer.
We reserve the right, at our discretion, not to accept an application to create an Elucidat Account. This may be for any reason. No charge will be made by us for declined applications.
You can apply for an Elucidat Account as a Reseller i.e. if you want to set up and pay for The Service but to use it for the benefit of a third party (e.g. if you are an e-learning consultancy setting up an account for your client’s use). Where you are applying as a Reseller, you should indicate where prompted who your client is, if you would like to be able to give them access and use your Elucidat Account with your authority.
The Customer (i.e. the Reseller in the above scenario) shall be the contracting party under these Terms and Conditions and shall be responsible for paying all fees associated with that Elucidat Account. Even where these Terms and Conditions entitle you and your clients to use The Service for the benefit of your clients, Elucidat takes no direct contractual responsibility to your clients. Our only responsibility under these Terms and Conditions is to the named Customer.
Important note: Unless we have entered into a separate written agreement with you, you shall not be entitled to hold yourself out as an ‘authorised’ Reseller or to use our name or other elements of our intellectual property (including but not limited to our name, logos and other branding) for the purposes of representing or implying that you are in any way authorised by Elucidat or are trading in any connection with us. A condition of your using The Service as a Reseller is that you make this clear to your clients who you permit to access your Elucidat Account. If you would like to apply to become an authorised Elucidat Reseller, please contact [ ] for further information.
Accessing and using your Elucidat Account
- Once your Elucidat Account has been created, we will issue you with a username and password.
- Unless permitted below, the Customer may not permit any third party to access or use their Elucidat Account.
- Additional users within the Customer (and/or within the Customer’s client, where a Reseller has nominated a client in the sign-up process) can obtain their own usernames and passwords if the initial user accesses The Service and uses the “Editor” function on the “Account” page. (Some subscription packages may have limitations on the number of additional users which can be added - please check our website for details.)
- You can upgrade your Elucidat Account at any time by applying online and by paying any further applicable fees.
Your rights: From our confirmation of the creation of an Elucidat Account, we grant the Customer and its authorised personnel (and, in the case of Resellers, their nominated clients) a non-transferable, non-exclusive licence to access and use The Service in accordance with these Terms and Conditions for the duration of the Elucidat Account.
Conditions: The above licence is strictly subject to compliance with these Terms and Conditions by the Customer and its authorised personnel and, for Resellers, nominated clients. Access to The Service may be suspended at any time for reasonable cause.
- Only use The Services for the Customer’s own business purposes and, for Resellers, those of its nominated clients;
- Only use The Services for legal purposes in accordance with honest trade practises;
- Use reasonable endeavours to maintain the security of all log-in details for the Elucidat Account;
- Only attempt to access The Service using authorised log-in details of the Customer;
- Comply with our reasonable requests and directions as to your use of The Service notified to you from time to time;
- Take full responsibility for the compliance with these Terms and Conditions by anyone accessing The Service using your Elucidat Account, including your authorised personnel and nominated clients.
You must not:
- Do anything which could reasonably be expected to damage, disable, overburden, or materially impair The Service or our website and systems generally or which is likely to interfere with any other party’s use or enjoyment of The Service;
- Use The Service to infringe any third party intellectual property rights;
- Infringe, challenge or dispute our ownership of the intellectual property rights in The Service; or
- Seek to provide The Service to any third party in any way not expressly permitted by your Elucidat Account.
The Customer is ultimately responsible for administering and safeguarding any log-in details and passwords created to control access to its Elucidat Account. Please keep any such details secure. Please let us know immediately if you think that there has been any unauthorised attempt to access The Service without permission.
Paying for The Service
Free trials and beta trials: No charge for use of The Service will be made during any ‘free trial’ period or any ‘beta trial’ period. The Customer is not however entitled to benefit from more than one ‘free trial. If we discover that more than one ‘free trial’ has been requested, we reserve the right to charge you for all use of The Service made after the first ‘free trial’ period. We may withdraw any ‘free trial’ or ‘beta trial’ services at any time without notice.
Subscription fees: After any ‘free trial’ or ‘beta test’ period is over, a subscription fee for use of The Service is payable monthly or annually in advance by the Customer, depending on the subscription you choose. The current pricing is advertised on our website and we may vary this from time to time. Changes posted on our website shall take effect for you from your next billing cycle i.e. you will only be subject to price increases after the period that you have already paid for.
How payments are made: We use a third party [e.g WorldPay Plc] to manage Customer subscription transactions via credit/debit card or we will invoice you by agreement, payment being required before your Elucidat Account will be activated.
Automatic renewal: We will automatically renew the Customer’s subscription on expiry and take further payment using the credit or debit card details provided to us or updated by you and/or invoice you every month or year (as applicable) thereafter, until your Elucidat Account is closed.
VAT: Prices on our website are quoted in UK pounds Sterling and exclude VAT, which is also payable.
Non-payment: We shall be under no obligation to provide The Service if the subscription fee (plus VAT) is not paid to us on time. The Customer must ensure that we have complete and accurate billing and contact information throughout the subscription period, including the full name of the Customer, its business address, and a billing contact email address. If subscription fees become overdue, because for example the Customer’s credit card has expired, we reserve the right to suspend your access to The Service until the balance is paid and/or we may close your Elucidat Account permanently without notice.
Resellers: If you are using The Service as a Reseller, you are solely responsible to Elucidat for the payment of all fees for your own and your clients’ use of The Service via your Elucidat Account.
Rights in your Data: You have sole responsibility for the accuracy and reliability of your Data. You retain ownership and/or control of any copyright, trade marks, database rights and any other intellectual property rights in your Data. Intellectual property ownership in your Data will not be transferred to us.
We will only use your Data to the extent necessary to provide The Service, except that we reserve the right to disclose your Data to law enforcement and/or regulatory officials in the investigation and/or determination of alleged unlawful activities and legal disputes. The Service will enable you to store and access your Data. This may include analytics about your learners’ use of The Service, which can include personal data. All of your Data is stored in the UK and is well looked after in accordance with these Terms and Conditions. The Service contains functionality that enables you to control the storage, retention and use of your Data.
You warrant that you have the rights to use your Data online via The Service. You take full responsibility for your Data, and indemnify Elucidat against any claims relating to breach of third party rights caused by such use of your Data, breach of any law or regulation or other legal rights as a result of the nature or use of your Data, or any other associated claim. Elucidat reserves the right to remove your Data from our servers in the event of the above claims, threatened, alleged or issued, or for any other reasonable cause.
All Elucidat data is backed up several times a day with encrypted copies of the backup data provided to multiple secure locations. Backed up data is stored for one 1 month after initial backup date.
Rights in our software and our website:
All copyright, database rights, trade marks and other intellectual property rights in The Service (including any such rights in our website) are either owned by or licensed to us and nothing in these Terms and Conditions shall transfer any ownership rights to the Customer or any third party.
Third party features: All copyright, database rights, trade marks and other intellectual property rights in any external data sources or embedded third party services used in The Service are the intellectual property of the relevant third party provider.
Closing an Elucidat account
Cancellation by you: You may close your Elucidat Account at any time by accessing The Service and using the “cancel my account” option on the “Account” page. No further subscription fees will be billed and no refund will be made of any subscription fees already billed and paid except at our discretion. If you cancel your Elucidat Account, The Service and your Data will remain accessible by you until the subscription period that you have already paid for expires, after which your Elucidat Account will be locked and your Data shall no longer be publicly accessible via The Service.
Suspension and closure by us in the event of a problem: If you, or any other user of your Elucidat Account, fails to abide by these Terms and Conditions, or if the subscription fees are not paid on time, we reserve the right to suspend your access to The Service and/or permanently cancel the your Elucidat Account. If we withdraw access to The Service because these Terms and Conditions have been breached, no refund will be payable by us.
Non-fault closure by us: In addition to our other rights under these Terms and Conditions, we also reserve the right to close any Elucidat Account (including during any ‘free trial’ or ‘beta trial’ period) for any reason by giving one months’ notice and refunding any unused subscription fees on a pro rata basis.
This section restricts the extent to which we are liable for any losses which may be suffered in connection with your use of The Service. It also requires the Customer to compensate us for any loss we suffer as a result of your failure to comply with these Terms and Conditions.
Content disclaimer: Elucidat does not control the content posted via The Service and, as such, does not guarantee the accuracy, integrity or quality of such content. You understand that by using The Service, you may be exposed to third party content that is offensive, indecent or objectionable.
Availability: We will use commercially reasonable efforts to make The Service available 24 hours a day, 7 days a week, except for:
(a) planned downtime or maintenance (which we shall try to keep to a minimum and give at least 8 hours electronic notice, and which we shall schedule to the extent practicable during Saturday and Sunday British Standard Time), and
(b) any unavailability caused by circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving our employees), Internet service provider (or other Third-Party) failure or delay, or denial of service attack
No guarantees: We make no guarantee that The Service will be suitable for your intended use, neither do we guarantee that it will be error-free, timely, reliable, entirely secure, virus-free or available, especially since we are dependent on the reliability of the Internet and your use of your own computer to access The Service.
Exclusion of our liability: You use The Service entirely at your own risk. We do not restrict our liability (if any) for personal injury or death resulting from our negligence, for fraud committed by us or for any matter which it would be illegal to limit or to attempt to restrict. We exclude all other liability and responsibility for any amount or kind of loss or damage arising in connection with The Service (even if we have been advised of their possibility.)
Limitation of our liability: Where we are not legally entitled to exclude our liability, our total liability for any loss or damage relating to The Service (or to our website generally) shall not exceed an amount equal to the subscription fees which the Customer has paid to us in the previous month.
Liability to us: The Customer shall be solely responsible for any content published via its Elucidat Account. The Customer shall be held liable for any reasonable costs and expenses incurred by Elucidat as a result of breach of these Terms and Conditions by you or anyone accessing your Elucidat Account with your permission.
Third party rights: No person other than Elucidat and the Customer shall have any rights to enforce these Terms and Conditions. No third party (including for the avoidance of doubt any client of a Reseller using The Service) shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
General Legal Matters
Changes to this contract: We reserve the right to change these Terms and Conditions as specified above from time to time. Changes to these Terms and Conditions will be posted here on our website and will be effective immediately except for changes to fees, which shall become effective from your next billing cycle as specified above. Therefore you should regularly review this page to check for changes to these Terms and Conditions. Any continued use of The Service will be deemed to constitute acceptance by the Customer of all of the new terms. These Terms and Conditions may not otherwise be changed without our written consent.
Transfer of rights & obligations: We shall be entitled to transfer our rights and/or obligations under these Terms and Conditions to another party. The Customer may not transfer any of your rights or obligations under these Terms and Conditions without our written consent.
Waiver and severability: If either you or we ignore any breach of these Terms and Conditions, it shall not mean that any further breach cannot be enforced. Similarly, if any part of these Terms and Conditions is held to be invalid or unenforceable for some reason, then it will be replaced with a provision which, as far as possible, achieves the same purpose as the original, and the remainder of these Terms and Conditions will still be binding.
Resolving disputes: These Terms and Conditions shall be governed by and interpreted in accordance with the laws of England and Wales. If any party wants to take court proceedings in relation to The Service, it must do so in the courts of England. You are responsible for compliance with any applicable laws of the country from which you use or otherwise access The Service.