SUPPLY OF SERVICES & DIGITAL CONTENT FOR FLEXEBEE LTD

STANDARD TERMS & CONDITIONS

These are the Terms and Conditions on which We supply Courses (as defined below) to You, whether these are Services (as defined below) or Digital Content (as defined below) and as listed on our Website, www.flexebee.co.uk (“the Website”). Please read these Terms and Conditions carefully before placing any Order (as defined below) with Us. You should understand that by ordering any of our Courses, You agree to be bound by these Terms and Conditions. You should print a copy of these Terms and Conditions for future reference. These Terms and Conditions
are incorporated into the Contract between Us for the provision of the Courses. Please understand that if You refuse to accept these Terms and Conditions, You will not be able to Order any Courses, including Services or Digital Content from Us.

1. Definitions
In this document the following words shall have the following meanings:
“Consumer” means an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession;
“Contract” means these Terms and Conditions together with the terms of any applicable Service Specification;
“Courses” means courses supplied by Us, together with relevant Course Materials (where applicable) as more particularly described on the Website;
“Course Materials” means the supporting materials and documentation supplied with the Courses (where applicable);
“GDPR” means The General Data Protection Regulation (EU) 2016/679;
“Digital Content” means any e-learning, Webinars and Blended Learning resources provided to You by Us;
“Intellectual Property Rights” means patents, rights to Inventions, copyright and related rights, trade-marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database 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 (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world. Flexebee LTD is a Registered Trademark no UK00003536365;
“Licences” means Your right to access a digital e-learning course for a period of 12 months having previously paid for it or entered into a binding subscription to pay.
“Order” means Your Order for the Products;
“Products” means the Courses, including any Services or Digital Content.
“Services” mean the Services to be provided by Us to You in connection with the Courses, as more particularly described on the Website;
“Service Specification” means a statement of work or Order confirmation or other similar document describing the Services or Digital Content to be provided by Us;
“We / Our /Us” means Flexebee LTD, a company registered in England and Wales under company number 10372858 of Kings Court, Water Lane, Wilmslow, Cheshire, United Kingdom, SK9 5AR.
“You / Your” means the organisation or person, who purchases Services from Us.

2. INFORMATION ABOUT US
2.1.We operate the Website, www.flexebee.co.uk.

3. GENERAL
3.1.These Terms and Conditions shall apply to all Contracts for the supply of Courses, including any applicable Licences, Services or Digital Content, by Us to You.
3.2.Before the commencement of the Courses, We will submit to You a Service Specification and/or description of the Courses (as
appropriate) which shall specify the Courses, Course Materials (where applicable), Digital Content and/or Services to be performed or
supplied and the price payable. You shall notify Us immediately if You do not agree with the contents of the Service Specification or description of the Courses. All Service Specifications or Course descriptions are subject to these Terms and Conditions.
3.3.Subject to clause 10, We shall use reasonable endeavours to complete the Services, provide the Digital Content or deliver the Courses within estimated time frames, but time shall not be of the essence in the performance of any Services and/or delivery of the Courses/ Digital Content.
3.4.We may, in addition to our own employees, engage sub-Contractors to provide all or part of the Courses/Services being provided to You
and such engagement shall not relieve Us of our obligations under the Contract.

4. YOUR STATUS
4.1.By placing an Order with Us by any means (including by email, telephone, letter, fax, video conference call or via Our Website), You warrant that:
4.1.1.You are legally capable of entering into binding Contracts;
4.1.2.You are at least 18 years old.

5. HOW THE CONTRACT IS FORMED
5.1.Placing an Order with Us. After placing an Order with Us by any means (including by email, telephone, letter, fax, video conference call or via Our Website), You will receive an e-mail from Us acknowledging that We have received Your Order. Please note that this does not mean that Your Order has been accepted. 5.2.Confirming the Order. Your Order constitutes an offer to Us to provide the Courses/Services/Digital Content. All Orders are subject to acceptance by Us and We will send to You a Service Specification, together with the prices payable for those Courses/ Services/Digital Content together with a set of these Terms and Conditions and/or links to the Terms and Conditions. If We are unable to accept the Order We will inform the You of this and will not process the Order.
5.3.Acceptance of the Order by Us. The Contract between Us and You will only be formed when We send to You the Service Specification or the description of the Courses, together with the prices and the Terms and Conditions. If You do not agree with the contents of the Service Specification or written description of the Courses, You shall notify Us immediately (and in any event within 48 hours of the time/date of the
Service Specification or description of the Courses) by any means (including by email, telephone, letter, fax or via Our Website). We will correct any errors in the Service Specification and/or description of the Courses and will email the amended Service Specification and/or description of the Courses to You to confirm agreement with its contents and these Terms and Conditions will become binding on You and Us.

6. CANCELLATION CHARGES
6.1.Short Courses.
6.1.1.Once We receive confirmation from You that You wish to proceed with the Order as per Our Service Specification and/or Course
description, You shall be liable for the whole fee unless You provide Us with written notification of cancellation.
6.1.2.Where You cancel a short Course in writing, You will become liable for the following:-
6.1.2.1.21 days or more written notice - 25% of total cost of the Course;
6.1.2.2.15 - 20 days written notice - 50% of total cost of the Course;
6.1.2.3.8 - 14 days written notice - 75% of total cost of the Course; or
6.1.2.4. - Less than 7 days written notice -100% of total cost of the Course.
6.2.Transferring a Short Course (on site at Your premises). Should You need to transfer a confirmed booking for a short Course (on site at Your premises) to another date with more than 7 days written notice there will be no charge. If You provide 7 days or less written notice You will be charged for the total cost of the Course. Any subsequent date changes for the same booking will be chargeable in full irrespective of notice given.
6.3.Transferring a Short Course (open/scheduled courses at public venues).
6.3.1.Subject to clause 6.4.2, should You need to transfer a confirmed booking for a short Course (open/scheduled courses at public venues) to another Course, the following charges will apply dependent on notice given:-
6.3.1.1.28 days or more written notice - no charge;
6.3.1.2.11-27 days written notice - 25% of total cost of the Course; or
6.3.1.3.10 days or less written notice - 50% of total cost of the Course.
The above charges only relate to the first transfer. Subsequent date changes for the same booking will be chargeable in full irrespective of notice given.
6.4.2If you are a Business and You cancel a short Course at a public venue and the date of that short Course falls within 14 days after the
date of booking, then no refund shall be permitted.
6.4.Distance Learning Courses.
6.4.1.Once We receive confirmation from You that You wish to proceed with the Order as per Our Service Specification and/or Course
description, You shall be liable for the whole fee unless You provide Us with written notification of cancellation in accordance with clause 16.1.
6.4.2.Where you cancel a distance learning Course in accordance with clause 16.1 You will become liable for the following:
6.4.2.1.28 days or more written notice - 25% of total cost of the Course;
6.4.2.2.11-27 days written notice - 50% of total cost of the Course;
6.4.2.3.10 days or less written notice - 100% of total cost of the Course.
6.4.3Single unit Courses must be completed within 6 Weeks and multiple-unit Courses must be completed within 6 months. You need to return the assignments in accordance with the timescale written on their introductory letter. Late submissions may result in an additional administration fee and or/cancellation of the Course.
6.5.E-Learning (Digital Content)/Webinar/Blended Learning.
6.5.1.Subject to clause 15.4.2, in the event that a Consumer purchases Digital Content and seeks to cancel within 14 working days
(commencing the day after purchase) and seek a refund then they may only do so provided that the media has not been downloaded, accessed or streamed.
6.5.2.In the event that You have downloaded, accessed or streamed the Digital Content within the 14 working day cooling off period (see clause 15.4.2), You can no longer obtain a refund for that Digital Content.
6.6.All Courses.
6.6.1.No refund will be made for non-attendance on a Course.
6.6.2.In the event of a cancellation of a Course by Us, We will use reasonable endeavours to inform You as soon as possible of the cancellation, where it is practicable to do so. All Course prices paid will be reimbursed in full, but We are not obliged to reimburse any other costs which have been incurred by You.
6.7.Failure to notify the cancellation of the booking. Cancellation or transfer must be made known to Us before the date of the Course. If You do not attend a Course without giving prior notice to Us, the full Course fee remains payable.

7. OUR RIGHTS TO END THE CONTRACT
7.1.We may end the Contract for a Product at any time by writing to You if:
7.1.1.You do not make any payment to Us when it is due and You still do not make payment within 7 days of Us reminding You that payment is due or7.1.2.You do not, within a reasonable time of Us asking for it, provide Us with information that is necessary for Us to provide the Products or
7.1.3.You do not, allow Us access to Your premises to provide the Courses.
7.2.You must compensate Us if You break the Contract. If We end the Contract in the situations set out in clause 7.1 We will refund any money You have paid in advance for Products We have not provided but We may deduct or charge You reasonable compensation for the net costs We will incur as a result of You breaking the Contract.

8. ALTERATIONS TO THE SERVICE SPECIFICATION
8.1.Mutual alterations to the Service Specification. The parties may mutually agree to alter the scope of the Services as set out on the Service Specification. The alterations agreed between the parties shall be agreed in writing and set out in a new Service Specification.
8.2.Alterations to the Service Specification requested by You. You may make a request to Us to alter the scope of the Services as set out in the Service Specification by giving 21 days written notice to Us prior to the date that the Services are to be performed by Us. On receipt of the written request from You, We shall, within 5 working days or such other period as may be agreed between the parties, advise You in writing of any changes to the price payable by You as a result of the alterations.
8.3.Alterations to the Service Specification requested by Us. We may propose alterations to the scope of the Services as set out in the Service
Specification by giving 21 days written notice to You prior to the date that the Services are to be performed by Us. You shall, within 5
working days of receipt of such notice, or such other period as may be agreed between the parties, advise Us in writing as to whether or not You wish to proceed with the Contract on the basis of the alterations.
8.4.Amended Service Specifications. Should You wish to proceed with the Contract on the basis of the alterations as set out in clause 8.2 or 8.3, We shall generate a new Service Specification to reflect the alterations as agreed by You and send the new Service Specification to You and We shall perform the Services in accordance with the new Service Specification.

9. PROVIDING THE PRODUCTS
9.1.Delivery costs. The costs of delivery will be as displayed in the Royal Mail first class tariff from time to time.
9.2.If the Products are one-off Services (course booking). We will provide the Service and book the Course on the date We accept Your Order.
9.3.If the Product is a one-off purchase of Digital Content. We will make the Digital Content available for download by You as soon as We accept Your Order.
9.4.We are not responsible for delays outside our control. If our supply of the Products is delayed by an event outside our control then We will 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, but if there is a risk of substantial delay You may contact Us to end the Contract and receive a refund for any Products You have paid for but not received.
9.5.If You do not allow Us access to provide the Services. If You do not allow Us access to Your premises to provide the Courses as arranged (and You do not have a good reason for this) We may charge You additional costs incurred by Us as a result. If, despite our reasonable efforts, We are unable to contact You or re-arrange access to Your property We may end the Contract and clause 7.2 will apply.
9.6.What will happen if You do not give required information to Us. We may need certain information from You so that We can supply the Products to You, for example, an address for delivery. If so, this will have been stated in the description of the Products on our Website. We will contact You to ask for this information. If You do not give Us this information within a reasonable time of Us asking for it, or if You give Us incomplete or incorrect information, We may either end the Contract (and clause 7.2 will apply) or make an additional charge of a reasonable sum to compensate Us for any extra work that is required as a result. We will not be responsible for supplying the Products late or not supplying any part of them if this is caused by You not giving Us the information We need within a reasonable time of Us asking for it.
9.7.Reasons We may suspend the supply of Products to You. We may have to suspend the supply of a Product to:
9.7.1.deal with technical problems or make minor technical changes;
9.7.2.update the Product to reflect changes in relevant laws and regulatory requirements;
9.7.3.make changes to the Service Specification as requested by You or notified by Us to You (see clause 10).
9.8.Your rights if We suspend the supply of Products. We will contact You in advance to tell You We will be suspending supply of the Products, unless the problem is urgent or an emergency. If We have to suspend the Product for longer than 30 days We will adjust the price so that You do not pay for Products while they are suspended. You may contact Us to end the Contract for a Product if We suspend it, or tell You We are going to suspend it, in each case for a period of more than 30 days and We will refund any sums You have paid in advance for the Product in respect of the period after You end the Contract.
9.9.We may also suspend supply of the Products if You do not pay. If You do not pay Us for the Products when You are supposed to (see clause 10.3) and You still do not make payment within 7 days of Us reminding You that payment is due, We may suspend supply of the Products until You have paid Us the 6 outstanding amounts. We will contact You to tell You We are suspending supply of the Products. We will not suspend the Products where You dispute the unpaid invoice (see clause 10.6). We will not charge You for the Products during the period for which they are suspended. As Well as suspending the Products We can also charge You interest on Your overdue payments (see clause 10.4.3).

10. PRICE AND PAYMENT
10.1.Where to find the price for the Product. The price of the Product (which includes VAT) will be the price indicated on the Service Specification and/or description of the Course. We take reasonable care to ensure that the price of Product advised to You is correct. However please see clause 10.3 for what happens if We discover an error in the price of the Product You Order.
10.2.We will pass on changes in the rate of VAT. If the rate of VAT changes between the date of Your Order and the date We supply the Product, We will adjust the rate of VAT that You pay, unless You have already paid for the Product in full before the change in the rate of VAT takes effect.
10.3.What happens if We got the price wrong. It is always possible that, despite our best efforts, some of the Products We sell may be incorrectly priced. We will normally check prices before accepting Your Order so that, where the Product’s correct price at the date of Your Order is less than our stated price at Your Order date, We will charge the lower amount. If the Product’s correct price at the date of Your Order is higher than the price stated in our price list, We will contact You for Your instructions before We accept Your Order. If We accept and process Your Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by You as a mispricing, We may end the Contract, refund You any sums You have paid and require the return of any Products provided to You.
10.4.When You must pay and how You must pay. When You must pay depends on what Product You are buying:
10.4.1.For Digital Content, You must pay for the Digital Content before You download them. If You are buying an annual subscription to access Licences you may opt to pay by monthly Direct Debit (as described on your invoice). Under this option the full price is equally split between 12 monthly Direct Debit payments. In the event that You fall into arrears with Direct Debit payments then the full balance becomes immediately due and payable.
10.4.2.For Services/Courses, We will invoice You for the price of the Services/Courses once We have completed our obligation to arrange the Services/Courses. You must pay each invoice within 7 calendar days after the date of the invoice.
10.5.We can charge interest if You pay late. If You do not make any payment to Us by the due date We may charge interest to You on the overdue amount at the rate of 8% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay Us interest together with any overdue amount.
10.6.What to do if You think an invoice is wrong. If You think an invoice is wrong please contact Us promptly to let Us know and We will not charge You interest until We have resolved the issue.
10.7.When increasing the number of users on your subscription the renewal date for the whole subscription will be 12 months from the date of the most recent user increase.
10.8.We may increase the price of the recurring subscription at any time, we will notify you by email, or other reasonable manner, at least 15 days before the price change. If you do not agree to the price change, you must cancel and stop using the Services before the price change takes effect. If there is a fixed term and price for your Service offer, that price will remain in force for the fixed term.

CLAUSES 11 TO 14 ONLY APPLY IF THE CUSTOMER IS CONTRACTING AS A BUSINESS.

11. SUPPLY OF SERVICES
11.1.We shall provide the Services to You in accordance with the Order in all material respects.
11.2.We shall use reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
11.3.We shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety
requirement, or which do not materially affect the nature or quality of the Services, and We shall notify You in any such event.
11.4.We warrants to You that the Services will be provided using reasonable care and skill.

12. TERMINATION AND SUSPENSION
12.1.If You become subject to any of the events listed in clause 12.2, We may terminate the Contract with immediate effect by giving written notice to You.
12.2.For the purposes of clause 12.1, the relevant events are:
12.2.1.You suspend, or threaten to suspend, payment of Your debts, or are unable to pay Your debts as they fall due or admit an inability to pay Your debts, or (being a company or limited liability partnership) are deemed unable to pay Your debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) are deemed either unable to pay Your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
12.2.2.You commence negotiations with all or any class of Your creditors with a view to rescheduling any of Your debts, or makes a proposal for or enter into any compromise or arrangement with Your creditors;
12.2.3.(being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of Your company, other than for the sole purpose of a scheme for a solvent amalgamation of Your company with one or more other companies or the solvent reconstruction of Your company;
12.2.4.(being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over Your company;
12.2.5.(being a company) the holder of a qualifying floating charge over Your assets has become entitled to appoint or has appointed an administrative receiver;
13.2.6.a person becomes entitled to appoint a receiver over Your assets or a receiver is appointed over Your assets;
12.2.7.(being an individual) You are the subject of a bankruptcy petition or order;
12.2.8.a creditor or encumbrancer of the Your company attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
12.2.9.any event occurs, or proceeding is taken, with respect to You in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2.1 to clause 13.2.6 (inclusive);
12.2.10.You suspend, threatens to suspend, cease or threaten to cease to carry on all or a substantial part of its business;
12.2.11.Your financial position deteriorates to such an extent that in Our opinion Your capability to adequately fulfil Your obligations under the Contract has been placed in jeopardy; and
12.2.12.(being an individual) You die or, by reason of illness or incapacity (whether mental or physical), is incapable of managing Your own affairs or become a patient under any mental health legislation.
12.3.Without limiting our other rights or remedies, We may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
12.4.Notwithstanding clause 9.15, without limiting Our other rights or remedies, We may suspend provision of the Products under the Contract or any other contract between You and Us if You become subject to any of the events listed in clause 13.2.1 to clause 13.2.12, or We reasonably believe that You are about to become subject to any of them, or if You fail to pay any amount due under this Contract on the due date for payment.
12.5.On termination of the Contract for any reason You shall immediately pay to Us all of Our outstanding unpaid invoices and interest.
12.6.You shall return all of the Course Materials and any Products which have not been fully paid for. If You fail to do so, then We may enter Your premises and take possession of them. Until they have been returned, You shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
12.7.Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.
12.8.Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
12.9. If you have purchased Licences from Us, these shall be sold in values of 12 months each. Unless you notify us in writing that you wish to cancel, these Licences shall be automatically renewed for another 12 months and so on and so forth. Termination of the first year’s annual Licence can be done at any time in writing but no refund will be due and You must still pay the full amount due less any part payments already made. Termination of annual Licences (from the second year onwards) must be given in writing not less than 3 months before the end of the 12 month period (which commences on the date of invoice). For the avoidance of doubt, if You wish to cancel a subsequent 12 month Licence, You must notify Us in writing by month 9 of that 12 month period that You do not intend to continue into subsequent years.

13. LIMITATION OF LIABILITY
13.1.Nothing in these Conditions shall limit or exclude Our liability for:
13.1.1.death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
13.1.2.fraud or fraudulent misrepresentation;
13.1.3.breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
13.1.4.breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
13.1.5.defective products under the Consumer Protection Act 1987.
13.2.Subject to clause 14.1.1:
13.2.1.We shall under no circumstances whatever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
13.2.2.Our total liability to You in respect of all other losses arising under or in connection with the Contract, whether in contract, tort
(including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Products.
13.3.The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

14. CERTIFICATES
Course Certificates remain Your property (once paid for) and do not belong to the course attendee.

CLAUSES 15 TO 18 ONLY APPLY IF THE CUSTOMER IS CONTRACTING AS A CONSUMER.

15. YOUR RIGHTS TO END THE CONTRACT
15.1.Ending the Contract because of something We have done or are going to do. If You are ending a Contract for a reason set out at 15.1.1 to 15.1.5 below the Contract will end immediately and We will refund You in full for any Products which have not been provided and You may also be entitled to compensation. The reasons are:
15.1.1.We have told You about an upcoming change to the Product or these terms which You do not agree to (see clause 8);
15.1.2.We have told You about an error in the price or description of the Product You have Ordered and You do not wish to proceed;
15.1.3.there is a risk that supply of the Products may be significantly delayed because of events outside our control;
15.1.4.We have suspended supply of the Products for technical reasons, or notify You We are going to suspend them for technical reasons, in each case for a period of more than 30 days; or
15.1.5.You have a legal right to end the Contract because of something We have done wrong.
15.2.Exercising Your right to change Your mind (Consumer Contracts Regulations 2013). For most Products You have a legal right to change Your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in
these Terms and Conditions.
15.3.When You don’t have the right to change Your mind. You do not have a right to change Your mind in respect of:
15.3.1.Digital Content after You have started to download or stream these (noting clause 12.9.);
15.3.2.Services, once these have been completed, even if the cancellation period is still running;
15.3.3.Products sealed for health protection or hygiene purposes, once these have been unsealed after You receive them;
15.3.4.sealed audio or sealed video recordings or sealed computer software, once these Products are unsealed after You receive them; and
15.3.5.any Products which become mixed inseparably with other items after their delivery.
15.4.How long do I have to change my mind? Notwithstanding any other term in these Terms and Conditions, how long You have to change your mind depends on what You have Ordered and how it is delivered:
15.4.1.Have You bought Services (for example, Courses)? If so, You have 14 days after the day We email You to confirm We accept Your Order. However, once We have completed the Services You cannot change Your mind, even if the period is still running. If You cancel after We have started the Services, You must pay Us for the Services provided up until the time You tell Us that You have changed Your mind.
15.4.2.Have You bought Digital Content for download or streaming (for example, e-learning resources)? If so, You have 14 days after the day We email You to confirm We accept Your Order, or, if earlier, until You start downloading, accessing or streaming the Digital Content. If We delivered the Digital Content to You immediately, and You agreed to this when Ordering, You will not have a right to change Your mind.
15.4.3.Ending the Contract where We are not at fault and there is no right to change Your mind. If You do not have any other rights to end the Contract, You can still contact Us before it is completed and tell Us You want to end it. If You do this the Contract will end immediately and We will refund any sums paid by You for Products not provided but We may deduct from that refund (or, if You have not made an advance payment, charge You) reasonable compensation for the net costs We will incur as a result of Your ending the Contract.

16. HOW TO END THE CONTRACT WITH US
16.1.Tell Us You want to end the Contract. To end the Contract with Us, please let Us know in writing Using the details as set out in the Service Specification, or such other address as may be communicated to You from time to time. All subscription purchases are designed to auto-renew to the next year and it is assumed they will do so unless expressly cancelled by You. If You have bought a subscription package you must give three months written notice to terminate prior to auto-renewing into the next year. Therefore minimum period is twelve months on the assumption that You gave written notice of cancellation three months before month twelve. If You gave written notice after fourteen months then your subscription would be cancelled after your twenty fourth month.
16.1.2.How We will refund You. We will refund You the price You paid for the Products, by the method You used for payment. However, We may make deductions from the price, as described below. If You have bought annual Licences then no refund will be due but You are still required to pay the full cost of the 12 month Licence.
16.1.3.When Your refund will be made. We will make any refunds due to You as soon as possible. If You are exercising Your right to change Your mind then: Your refund will be made within 14 days of Your telling Us You have changed Your mind.

17. IF THERE IS A PROBLEM WITH THE PRODUCT
17.1.How to tell Us about problems. If You have any questions or complaints about a Product, please contact Us. You can telephone Us on 03330 162 103 or email Us at admin@flexebee.co.uk.
17.2.Summary of Your legal rights. We are under a legal duty to supply Products that are in conformity with this Contract. See the box below for a summary of Your key legal rights in relation to the Product. Nothing in these terms will affect Your legal rights.

Summary of Your key legal rights
This is a summary of Your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice Website www.adviceguide.org.uk or call 03454 04 05 06.
If Your Product is Digital Content, for example-learning resources, the Consumer Rights Act 2015 says Digital Content must be as described, fit for purpose and of satisfactory quality:
if Your Digital Content is faulty, You’re entitled to a repair or a replacement.
if the fault can’t be fixed within a reasonable time, or without causing You significant inconvenience, You can get some or all of Your money back 12 if You can show the fault has damaged Your device and We haven’t used reasonable care and skill, You may be entitled to a repair or compensation
If Your Product is Services, for example arranging a Course, the Consumer Rights Act 2015 says:
You can ask Us to repeat or fix a service if it’s not carried out with reasonable care and skill, or get some money back if We can’t fix it.
if You haven’t agreed a price upfront, what You’re asked to pay must be reasonable.
if You haven’t agreed a time upfront, it must be carried out within a reasonable time.
17.3.Your obligation to return rejected Products. If You wish to exercise Your legal rights to reject Products You must either return them in person to where You bought them, post them back to Us or (if they are not suitable for posting) allow Us to collect them from You. We will pay the costs of postage or collection. Please call Us on 03330 162 103 or email Us at admin@flexebee.co.uk for a return label or to arrange collection.

18. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
18.1.We are responsible to You for foreseeable loss and damage caused by Us. If We fail to comply with these terms, We are responsible for loss or damage You suffer that is a foreseeable result of our breaking this Contract 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 the Contract was made, both We and You knew it might happen, for example, if You discussed it with Us during the sales process.
18.2.When We are liable for damage to Your property. If We are providing Services/Courses at Your property, We will make good any damage to Your property caused by Us while doing so. However, We are not responsible for the cost of repairing any pre-existing faults or damage to
Your property.
18.3.When We are liable for damage as a result of Digital Content. If defective Digital Content which We have supplied damages a device or Digital Content belonging to You We will either repair the damage or pay You compensation.

19. HOW WE MAY USE YOUR PERSONAL INFORMATION
19.1.How We will use Your personal information. We will use the personal information You provide to Us:
19.1.1.to supply the Products to You;
19.1.2.to process Your payment for the Products; and
19.1.3.if You agreed to this during the Order process, to inform You about similar Products that We provide, but You may stop receiving
these at any time by contacting Us.
19.2.We will only give Your personal information to third parties where the law either requires or allows Us to do so.

20. ASSIGNMENT
20.1.You may not transfer Your rights to someone else. You shall not be entitled to assign its rights or obligations or delegate its duties under the Contract without the prior written consent of Us.
20.2.We may transfer this agreement to someone else. We may transfer, assign, charge, sub-Contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

21. OTHER IMPORTANT TERMS
21.1.Force Majeure Events. Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture or supply by third parties of equipment or Services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events. If the force majeure event continues for a period of longer than three (3) months, then either party shall be entitled to terminate the Contract without liability to the other. In the event that the Government issues a Pandemic Status anywhere in the UK, We will delay and/or postpone any “face to face” training dates
that may be booked to a time notified by the Government as safe to do so, there will be no cost for such a postponement by Us nor will a
refund be due.
21.2.No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
21.3.Notices. Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Service Specification or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at
which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
21.4.Entire agreement. These Terms and Conditions and any document expressly referred to in them constitute the whole agreement between the parties relating to the subject matter and supersedes any previous discussions, correspondence, negotiations, agreements, previous arrangements, understanding or proposals, oral or written. Nothing in this Contract shall limit or exclude liability for fraud or fraudulent misrepresentation.
21.5.Variation.
21.5.1.We have the right to revise and amend these Terms and Conditions from time to time to reflect changes in market conditions
affecting Our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.
21.5.2.You shall be subject to the policies and Terms and Conditions in force at the time that they Order Services and/or Courses from Us, unless any change to those policies or these Terms and Conditions is required to be made by law or governmental authority (in which case it will apply to Orders previously placed by You), or if Us notifies You of the change to those policies or these Terms and Conditions before Us sends You the Service Specification/Course description (in which case Us has the right to assume that You has accepted the change to the Terms and Conditions, unless You notifies Us to the contrary within seven (7) working days of receipt by You of the Services Specification/Course description.
21.6.Nobody else has any rights under this Contract (except someone You pass Your guarantee on to). This Contract is between You and Us. No other person shall have any rights to enforce any of its terms.
21.7.If a court finds part of this Contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
21.8.Even if We delay in enforcing this Contract, We can still enforce it later. If We do not insist immediately that You do anything You are required to do under these terms, or if We delay in taking steps against You in respect of Your breaking this Contract, 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 Products, We can still require You to make the payment at a later date.
21.9.Which laws apply to this Contract and where You may bring legal proceedings.
21.9.1.This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-Contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
21.9.2.Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-Contractual disputes or claims).
22.0. We require the direct debit mandate set up within 28 days from the date of sale. Failure to do this will be taken as a cancellation and you will be charged in full
22.1. Fair Usage. All use of our services will be subject to Fair Usage. For monthly subscription account holders you may delete users on your account and add new users however this will be limited to 20% of the total number of monthly subscriptions you have per quarter, rounded to the nearest figure. E.g. If you have 20 users on a monthly subscription then you will be allowed to delete 4 users and create 4 new users per quarter. If you are a recruitment or care agency then you will be charged based on an active user count per annum, this will be calculated at 4 times the number of users you have subscribed. E.g. If you have 25 users then you can have a maximum of 100 active users
use the platform in a 12 month period any more than this will require an increase in your subscription to enable you to add more users.

STANDARD TERMS & CONDITIONS FOR

RESELLERS OR DISTRIBUTORS OF FLEXEBEE LTD

1. THE PARTIES
1) Flexebee LTD is an originator and seller of training courses.
2) Flexebee LTD is authorised to enter into this Agreement and to grant the rights hereunder.
3) Flexebee LTD wishes to appoint the Reseller as its sub-distributor and reseller for the promotion and sale of the Products/Services.
4) The Reseller is skilled in the promotion and sale of software Products/Services and wishes to acquire/purchase for
resale the Products subject to the terms of this Agreement.
5) A Reseller may not resell similar products/services from other originators

2. DEFINITIONS
1) The definitions in this clause 2 shall apply in this Agreement:
"BACS" means the bankers automated clearing service scheme for the electronic processing of financial transactions.
"Confidential Information" means all information (whether in oral, written or electronic form) belonging or relating to Flexebee LTD and their respective business affairs or activities, which is not in the public domain and which is made available to the Reseller (or any of its employees, agents or associated persons) under or in connection with
this Agreement.
“Brands” means any trading name or style used by Flexebee LTD including “Low Cost E-Learning” and “Flexehive” which are included within this agreement.
"Confirmed Order" means an order that is confirmed in accordance with clause 4.3.
"Contract" means a contract for sale and purchase of the Products under this Agreement.
"Control" means, in relation to a body corporate, the power of a person to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person (or persons) either by means of the holding of shares, or the possession of voting power, in or in relation to that or any other body corporate or by virtue of any
powers conferred by the constitutional or corporate documents, or any other document, regulating that or any other body corporate, and a "Change of Control" occurs if a person who controls any body corporate ceases to do so or if another person acquires control of it.
"Data Protection Legislation" means and includes (but is not limited to) the Data Protection Acts of 1998 and 2018, the GDPR and all and any future EU and UK legislation and/or regulations passed at a later date in respect of the holding, management or processing Personal Data.
"End-User" means a person who purchases the Products from the Reseller.
"End-User Licence" means the licence agreement to be entered into between the End User and Flexebee LTD to regulate the End User’s use of the Products.
" The Company" or “Flexebee LTD” Flexebee LTD, a company incorporated in England and Wales with number 10372858 whose registered office is at Kings Court, Water Lane, Wilmslow, Cheshire, United Kingdom, SK9 5AR.
"First Level Support" means the support to be provided by the Reseller as defined in clause 9.
"GDPR" means The General Data Protection Regulation (EU) 2016/679.
"Intellectual Property Rights" means all vested contingent and future intellectual property rights forming part of the Products or any accompanying documentation including (without limitation) inventions, patents, trademarks, service marks, trade secrets, or copyrights (whether registered or unregistered) in any part of the world whether now known or in the future created.
"Maintenance" means the analysis, coding, testing and release of corrections to the Products.
"Margin" means the margin agreed in writing between Flexebee LTD and the Reseller and expressed as a percentage of the Recommended Price.
"Normal Support Hours" means between 09:00 and 17:30 on a Working Day.
"parties" means Flexebee LTD and the Reseller together, and each a "party".
"PDF" means portable document format open standard ISO 32000.
"person" means any natural person, company, partnership or other organisation.
"Personal Data" means that data which relates to End-Users or relevant others which is subject to the Data Protection Legislation.

"Products" means products including Software and Product Documents together with all other products which may vary from time to time including E-Learning, Webinars, Face-To-Face Learning and Blended Learning.
"Product Documents" means any documents concerning the Products, the Software and the End-User Licence as supplied by Flexebee LTD, including marketing documents whether by email, internet or in hard copy format.
"Recommended Price" means the recommended resale price for the Products and the End-User Licence based on the number of users of the Products and as set out in Flexebee LTD list prices from time to time, as available from its website at www.flexebee.co.uk.
"Relevant Requirements" means all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.
"Reseller" means the Reseller whose details are set out in Part A of the Schedule.
"Reseller Price" means the price to be paid by the Reseller for the Products (including the End-User Licence) being the Recommended Price less the Margin.
"Second Level Support and Maintenance" means the provision of a helpdesk by email or by way of a telephone support line to the Reseller during the Normal Support Hours.
"Software" means the computer program or suite of computer programs, howsoever recorded comprised in or supplied for use with the Products.
"Sterling" means the lawful currency of the United Kingdom.
"Sub-processor" means any person authorised by or instructed by the Reseller in processing, receiving or holding Personal Data.
"Term" means the duration of this Agreement.
"Trade Marks" means those trademarks, whether registered or unregistered and owned or exploited by Flexebee Ltd. Further details of the Trademarks are available to the Reseller on written request to Flexebee Ltd.
"Working Day" means a day (other than a Saturday, Sunday, or public holiday) when banks in London are open for business.
"Writing" shall include by email and fax.

3. APPOINTMENT
1. Flexebee Ltd appoints the Reseller as a non-exclusive reseller of the Products in the Territory subject to the terms and conditions of this Agreement.
2. Nothing in this Agreement shall prevent Flexebee LTD from supplying the Products to any other customer in the Territory either directly or via other resellers or agents.
3. As a condition of this Agreement, the Reseller agrees not to:
1) actively seek End-Users for the Products outside the Territory; or
2) use the Retained Methods of Distribution to resell or otherwise distribute the Products.
3) Act in the capacity of a Distributor by selling to other Resellers.

4. ORDERS
1. The Reseller undertakes to purchase the Products and the End-User Licences exclusively from Flexebee LTD.
2. All Contracts entered into by the parties are subject to the terms of this Agreement only. The terms of this Agreement shall prevail over any inconsistent terms, conditions, warranties or representations referred to in the Reseller’s order, correspondence or elsewhere and any terms, conditions, warranties or representations to the contrary are hereby excluded. No variation or waiver of or addition to this Agreement shall be binding unless expressly agreed or confirmed in Writing and signed by a director of Flexebee LTD.
3. An order placed by the Reseller for the Products shall constitute an offer to purchase for resale the Products, the corresponding End-User Licence and for Flexebee LTD to enter into a Contract. No Contract shall come into being until Flexebee LTD has confirmed acceptance of the Reseller’s order in Writing. A separate Contract shall come into being each time an order is placed which is then accepted by Flexebee LTD. Automated delivery of the Products and the relevant End-User Licence number shall also constitute valid acceptance of the Reseller’s order by Flexebee LTD.
4. The Reseller undertakes that it shall not use any form of internet shopping platform (including but not limited to its own internet website) for the sale of the Products without Flexebee LTD prior written consent.

5. INTELLECTUAL PROPERTY RIGHTS
1. Flexebee Ltd has and shall retain all right, title and interest including copyright and all other Intellectual Property Rights in and to the Software, the Products and the Product Documents generally and the Reseller shall obtain only such rights under licence as specifically provided or referred to in this Agreement.
2. Flexebee LTD hereby grants to the Reseller the non-exclusive, non-transferable right to market the Products for sale to End-Users using the Product Documents.
3. Neither this Agreement nor any End-User Licence or other licence granted under this Agreement shall be construed to convey or transfer any ownership or proprietary interest in the intellectual property rights in the Property, the Software and the Product Documents to the Reseller, the End-User or any third party.
4. The Products shall be sold and promoted under the relevant Trademarks for those specific Products. The Reseller shall be obliged to follow the lawful instructions of Flexebee LTD in its use of the Trademark and to observe the rules stipulated by Flexebee LTD for the use of the Trademark, including, but not limited to those rules set out in the current design manual and the provisions of this Agreement. The Reseller shall be obliged to use the Trademarks solely in compliance with legal regulations, good practices and by non-impeaching means. The Reseller shall be obliged to identify Flexebee LTD as the sole owner of the Trademarks and to protect the ownership of the Trademarks.
5. The Reseller shall not (and shall not permit any third party to):
1) adapt, modify, reverse engineer, decompile, disassemble, or make error corrections to the Products in whole or in
part save as permitted under section 50(B) of the Copyright, Designs and Patents Act 1988; or
2) make or cause to be made any copy, reproduction, translation, adaptation, variation, version or modification of the Products, Software and the Product Documents without prior written consent of Flexebee LTD. To the extent that such consent is obtained in Writing, the Reseller hereby irrevocably assigns to Flexebee LTD all ownership rights and irrevocably waives all other rights it may have in any modifications, enhancements, updates, error corrections, translations or other changes to the Products or accompanying documentation.
6. The Reseller shall not, without the prior written consent of Flexebee LTD, alter or make any addition to the labelling or packaging of the Products displaying the Trademarks, and shall not alter, deface or remove in any manner any reference to the Trademarks, any reference to Flexebee LTD or any other name attached or affixed to the Products or their packaging or labelling.
7. The Reseller shall keep and shall procure that its directors, employees and agents shall keep confidential and shall not unless authorised by this Agreement copy or part with possession of or otherwise disclose in any manner to any other person any of the Products, the Software or Product Documents supplied by Flexebee LTD.
8. The Reseller shall use its best endeavours to protect all Intellectual Property Rights in or relating to the Products, the Software and the Product Documents and shall promptly inform Flexebee LTD of any infringement or suspected infringement of such rights which may come to its attention and irrevocably undertakes to pass the sole conduct of any associated claims or actions (or anything analogous thereto) to Flexebee LTD (or its nominee) on Flexebee LTD’s demand, and to assist in any associated proceedings as instructed by Flexebee LTD (or its nominee).
9. Unless authorised in writing to do so by Flexebee LTD, the Reseller shall not be entitled to register internet domain names which are similar in any way or interchangeable with the Trademarks or any other Intellectual Property Rights owned or exploited by Flexebee LTD and/or Flexebee LTD or their Brands. If the Reseller registers such internet domain names, it shall be obliged to assign that registration on request to Flexebee LTD (or its nominee).
10. The Reseller shall promptly give notice in writing to Flexebee LTD in the event that it becomes aware of any claim that any of the Products or the manufacture, use, sale or other disposal of any of the Products, whether or not under the Trademarks, infringes the intellectual property rights of any third party.
11. Flexebee LTD shall defend the Reseller against any claims that the Products and/or the marketing, advertising or distribution of the Products in accordance with this agreement infringes any intellectual property rights of third parties and shall indemnify the Reseller for and against any damages, losses, costs and expenses (including reasonable legal costs and expenses) or liabilities incurred by the Reseller as a result of such claim, provided that:
1) Flexebee LTD is given prompt notice of such claim;
2) The Reseller provides reasonable co-operation to Flexebee LTD in the defence and settlement of such claim, at Flexebee LTD’s expense; and
3) Flexebee LTD is given sole authority to defend or settle the claim.
12. In the defence or settlement of the claim, Flexebee LTD may obtain for the Reseller the right to continue distributing the Products in the manner contemplated by this agreement, replace or modify the Products so that they become noninfringing or, if such remedies are not reasonably available, terminate this agreement forthwith by notice in writing and without liability in any circumstances to the Reseller. Flexebee LTD shall have no liability in any circumstances if the alleged infringement is based on:
1) a modification of the Products by anyone other than Flexebee LTD; or
2) the Reseller's marketing, advertising, distribution or use of the Products in a manner contrary to the instructions given to the Reseller by Flexebee LTD; or
3) the Reseller's marketing, advertising, distribution or use of the Products after notice of the alleged or actual infringement from Flexebee LTD or any appropriate authority.
13. The foregoing states the Reseller's sole and exclusive rights and remedies, and Flexebee LTD’s entire obligations and liability, in the case of any matter falling under Clause 5.10.
14. Each party shall, at the request and expense of the other, provide all reasonable assistance to the other (including but not limited to the use of its name in or being joined as a party to proceedings) in connection with any action to be taken by the other party, provided that that party is given such indemnity as it may reasonably require against any damage to its name.

6. END-USER LICENCE AGREEMENT
1. The Products shall be licensed by Flexebee LTD directly to End-Users under the End-User Licence.
2. The Reseller shall not assert or attempt to assert any authority (either in its own name or on behalf of Flexebee LTD) to:
1) modify or execute any End-User Licence (whether in original or modified form); or
2) make statements, representations or warranties concerning the Products or any associated services that exceed or are inconsistent with the Product Documents or the provisions of the End-User Licence.
3. The Reseller shall not supply the Products, the Software or the Product Documents to any person without first obtaining an End-User Licence number from Flexebee LTD for that person.
4. The Reseller undertakes to ensure that the End-User agrees to the terms of the End-user Licence prior to using the Products.
5. Supply of the Software to the Reseller when not an End-User shall not confer on the Reseller any right, licence or interest in (including the right to use) the Software. The Reseller shall be entitled to acquire an “In-house Licence” from Flexebee LTD and in such case the Reseller shall be treated as an End-User and shall be required to enter into an End User Licence.

7. PRICE & PAYMENT
1. The Reseller agrees to pay the Reseller Price for the Products and the End-User Licence.
2. The Reseller Price shall be paid in Sterling. The Reseller Price is VAT exclusive and VAT shall be charged thereon together with any other applicable taxes, which shall be paid by the Reseller.
3. If the Reseller requests a version of the Products which is different to the standard version, then the Reseller Price shall be subject to adjustment as mutually agreed in Writing between the parties.
4. Unless otherwise agreed in Writing, where the Reseller places an order for an “In-house Licence” for its own use as an End-User then the price to be paid shall be the Recommended Price.
5. Flexebee LTD shall give the Reseller 14 days’ notice of any increase in the price for the Products and the End-User Licence. Any price increase pursuant to such notice shall not affect Confirmed Orders.
6. Flexebee LTD reserves the right to invoice the Reseller by e-mail. E-mailed invoices will be in PDF or other electronic format.
7. Where the Reseller has a credit account with Flexebee LTD then all invoices shall be paid in full by the Reseller within 30 days of the invoice date. Payments may be made by debit or credit card, BACS or cheque. Where the Reseller does not have a credit account with Flexebee Ltd then all invoices shall be payable on a pro-forma basis by debit, credit card or BACS only.
8. The Reseller shall not be entitled by reason of any set-off, counterclaim, abatement, or other similar deduction to withhold payment of any amount due to the Flexebee LTD under an invoice.
9. The Reseller shall be responsible for the collection, remittance and payment of any or all taxes, charges, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the sale, lease, licence or other distribution of the Products and the End-User Licence by the Reseller.
10. Interest shall be chargeable on any amounts overdue at the rate of 4% per annum above the base rate of Barclays Bank PLC as applying from time to time to run from the due date for payment until receipt by the Flexebee LTD of the full amount whether or not after judgment and without prejudice to any other right or remedy of Flexebee LTD.
11. If the Reseller shall at any time default in payment of an invoice on the due date or if the Reseller’s credit standing is at any time in the opinion of Flexebee LTD impaired for any other reason Flexebee LTD may without prejudice to any other of its rights:
1) demand immediate payment for the Products and or End-User Licence:
2) withhold all deliveries of the Products or End-User Licence under any other Contract:
3) supply the Products and the End-User Licence on such terms as to payment as Flexebee LTD may require;
4) suspend the Reseller from ordering the Products and further End-User Licence; and/or
5) cancel any unpaid End-User Licences and remove the Reseller and the relevant End-User from Products update servers.
12. Any and all expenses, costs and charges incurred by the Reseller in the performance of its obligations under this Agreement (including any Software Support Services) shall be paid by the Reseller unless Flexebee LTD has expressly agreed beforehand in Writing to pay such expenses, costs and charges.

8. DELIVERY & RETENTION OF TITLE
1. Delivery of the Products and the End-User Licence shall be by email or other electronic medium. Other products may have different but appropriate delivery methods.
2. Delivery dates are approximate only and shall not be of the essence of the Contract. The Reseller specifically acknowledges that online delivery of the Products is automated and reliant on technology. No warranty is given as to the reliability of or the speed of the technology require to effect the delivery and Flexebee LTD shall be under no liability for any loss, injury, damage or expense consequent upon any delay in adhering to any delivery date from whatever cause including its negligence. Delay shall not entitle the Reseller to cancel any Contract or to refuse to accept delivery of the Products.
3. Risk in the Products shall pass to the Reseller on delivery.
4. Until payment of the Reseller Price has been received in full in cleared funds by Flexebee LTD:
1) the title in the Products shall remain vested in Flexebee LTD;
2) Flexebee LTD may maintain an action against the Reseller for such total price notwithstanding that title to the Product has not passed or that the Contract has terminated.

9. FIRST LEVEL SUPPORT
1. The Reseller shall, unless otherwise agreed in Writing provide the following First Level Support and Maintenance for the Products to the End-Users:
1) a “help desk” to receive, respond to and resolve End User questions or complaints concerning the Products. The helpdesk shall be available to during 0830 to 1730 (UK local time) on each Working Day during the Term and shall be operated by adequately trained technical support personnel at the sole cost and responsibility of the Reseller;
2) where the Reseller is unable to resolve the question or complaint to the satisfaction of the End-User then the Reseller may contact Flexebee LTD to provide the Second Level Support as set out in clause 10 below.
2. The Reseller shall ensure that First Level Support and Maintenance for the Products is efficiently managed so as to preserve the integrity of the Products and in a manner where persons with administrative authority over the Products shall be competent trained employees only or shall be persons under their supervision.
3. The Reseller shall provide co-operation and support to Flexebee LTD in their efforts to provide Second Level Support and Maintenance to include (without limitation):
1) a reasonable level of responsiveness to Flexebee LTD’s requirements and communications;
2) the timely transmittal and release to Flexebee LTD of appropriate and accurate documentation and information;
3) the prompt review and analysis of the work performed by Flexebee LTD; and
4) the making of facilities and personnel available to assist the Flexebee LTD when and to the extent as is reasonably requested.

10. SECOND LEVEL SUPPORT
1. Subject to the terms of this Agreement and unless otherwise agreed in Writing between the parties Flexebee LTD shall provide Second Level Support and Maintenance to the Reseller but where appropriate for the benefit of an End-User during the Normal Support Hours.
2. Flexebee LTD shall be under no obligation to provide Second Level Support and Maintenance to the Reseller in respect of:
1) any problems resulting from any modification or customisation of the Products not made by or authorised in Writing by Flexebee LTD;
2) incorrect or unauthorised use of the Products or operator error, being use or operation not in accordance with the Product Documents;
3) any fault in any computer hardware or use of the Products with computer hardware, operating systems or other supporting software other than as specified in the Product Documents;
4) use of the Products other than as specified in the Product Documents; and
5) use of the Products with any other third party software or Products that Flexebee LTD has not expressly authorised in Writing to be used with the Products.
3. Flexebee LTD shall not be responsible for training End-Users in the features, use and operation of the Products.

11. TERM & TERMINATION
1. This Agreement shall come into effect on the date on which the Reseller signs this Agreement or confirms acceptance. Acceptance of this Agreement shall be a condition for the placing of an order. Subject to clauses 11.2.
2. Without prejudice to any other rights to which it may be entitled, Flexebee LTD may give notice in writing to the Reseller terminating this Agreement with immediate effect if:
1) the Reseller commits any material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified of the breach; or
2) an order is made or a resolution is passed for the winding up of the Reseller, or an order is made for the appointment of an administrator to manage the affairs, business and property of the Reseller, or such an administrator is appointed, or documents are filed with the Court for the appointment of an administrator, or notice of intention to appoint an administrator is given by the Reseller or its directors or by a qualifying charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a receiver is appointed of any of the Reseller’s assets or undertaking, or circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or which
entitle the Court to make a winding-up order, or the Reseller takes or suffers any similar or analogous action in consequence of debt;
3) There is Change of Control of the Reseller.
3. Termination of this Agreement howsoever arising shall be without prejudice to the rights and liabilities of either party which may have accrued on or at any time up to the date of termination which are of a continuing nature and any valid End-User Licence validly subsisting prior to termination.
4. On termination of this Agreement:
1) all outstanding monies due from the Reseller to Flexebee LTD shall become immediately due and payable;
2) the Reseller shall return to Flexebee LTD or destroy (as Flexebee LTD shall direct) all Confidential Information and certify to Flexebee LTD that to the best of its knowledge all such information has been returned or destroyed (as appropriate); and
3) the Reseller shall return to Flexebee LTD or destroy (as Flexebee LTD shall direct) the Products, the Software, the Product Documents and all copies (in whole or in part) in its possession or under its control and certify to Flexebee LTD that to the best of its knowledge all such copies have been returned or destroyed (as appropriate).
5. The termination of this Agreement shall not of itself give rise to any liability on the part of Flexebee LTD to pay any compensation to the Reseller for loss of profits or goodwill.
6. Subject to clause 11.3 all other rights and licences of the Reseller under this Agreement shall terminate on the termination date.
7. Flexebee LTD shall be entitled to cancel all orders placed by the Reseller prior to the termination date, whether or not such orders have been accepted by Flexebee LTD, without incurring any liability of any nature to the Reseller.

12. WARRANTY
1. Flexebee LTD does not warrant that the functions of the Products will meet any particular requirements or that its operation will be entirely error-free or that all program defects are capable of correction or improvement. All other warranties including any implied warranties of merchantability, satisfactory quality or fitness for purpose or ability to achieve a particular result are hereby excluded to the fullest extent permissible in law.

13. LIABILITY
1. Flexebee LTD does not exclude liability for:
1) death or personal injury resulting from the negligence of Flexebee LTD or of its employees whilst acting in the course of their employment (to the extent the law does not permit such liability to be excluded); or
2) direct physical loss of or damage to the property of the Reseller or the End User which is directly attributable to Flexebee LTD’s breach of a Contract, negligence or other cause related to a Contract (to the extent the law does not permit such liability to be excluded) provided that in no case shall the amount of such liability in respect of any
one incident or series of incidents arising from a common cause exceed the value of the Reseller Price for that particular Contract.
2. Save as set out in 13.1, Flexebee LTD shall have no liability to the Reseller in respect of any defect or malfunction in the Products, the Software or the Product Documents or other breach of a Contract of whatsoever nature or other default or negligence on the part of Flexebee LTD, its employees, sub-contractors or agents and all conditions, warranties, terms or representations whether express or implied statutory or otherwise are hereby excluded to the fullest extent permitted by the law. Without prejudice to the generality of the foregoing, Flexebee LTD shall not be liable to the Reseller for any indirect or consequential loss or damage of any kind including any loss of business, contracts, profits or anticipated savings.

14. NON-SOLICITATION AND CONFIDENTIALITY
1. In order to protect the business connections, the Confidential Information and workforce stability of Flexebee LTD to which the Reseller has access as a result of this Agreement, the Reseller covenants with Flexebee LTD that it shall not during the Term of this Agreement and for a period of one year following its termination, offer to employ or engage or otherwise endeavour to entice away from Flexebee LTD anyone employed or engaged by Flexebee LTD who could materially damage the interests of Flexebee LTD if they were involved in any business which competes with the business of Flexebee LTD.
2. The Reseller undertakes that it shall not at any time, disclose to any person any Confidential Information, except as permitted by clause 14.3.
3. The Reseller may disclose the Confidential Information:
1) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Reseller’s obligations under this Agreement. The Reseller shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 14; and
2) as may be required by law, court order or any governmental or regulatory authority.
4. The Reseller shall not (and shall procure that its employees, officers, representatives or advisers do not) use the Confidential Information for any purpose other than to perform its obligations under this Agreement.

15. NO AUTHORITY
1. The Reseller shall not represent itself as an agent of Flexebee LTD or any purpose, or pledge Flexebee LTD’s credit or give any condition or warranty or make any representation on Flexebee LTD’s behalf or commit Flexebee LTD to any contracts. Further, the Reseller shall not without Flexebee LTD’s prior Written consent make any promises or guarantees with reference to the Products beyond those contained in the Product Documents or otherwise incur any liability on behalf of Flexebee Ltd.

17. FORCE MAJEURE
1. Neither party shall have any liability to the other under a Contract if it is prevented from or delayed in performing its obligations under that Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the
relevant party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, default of suppliers or sub-contractor or outbreak of disease, virus or pandemic.

18. NOTICE
1. Any notice or communications about this Agreement must be in Writing and must be personally delivered or sent by expedited delivery service or certified or registered mail, return receipt requested, first-class postage prepaid, or sent by email (provided that the sender confirms the email by sending an original confirmation copy by certified or registered mail or expedited delivery service within 3 business days after transmission) to the recipient party at its registered office as set out in this Agreement or such other address as shall be notified by on party to the other in Writing for the purposes of this clause. Any notice shall be deemed to have been given at the time of personal delivery, or in the case of fax or email upon transmission provided confirmation is sent as described above, or in the case of expedited delivery service or registered or certified mail 3 Working Days after the date and time of mailing.

19. ANTI-BRIBERY
1. The Reseller shall:
1) comply with the Relevant Requirements;
2) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
3) have and shall maintain in place throughout the Term of this Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and clause 18.1.2, and will enforce them where appropriate;
4) promptly report to Flexebee LTD any request or demand for any undue financial or other advantage of any kind received by the Reseller in connection with the performance of this Agreement;
5) immediately notify Flexebee LTD (in writing) if a foreign public official becomes an officer or employee of the Reseller or acquires a direct or indirect interest in the Reseller (and the Reseller warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Agreement);
6) within 3 months of the date of this Agreement, and annually thereafter, certify to Flexebee LTD in writing signed by an officer of the Reseller, compliance with this clause 18 by the Reseller and all persons associated with it under clause 18.2. The Reseller shall provide such supporting evidence of compliance as Flexebee LTD may request.
2. The Reseller shall ensure that any person associated with the Reseller who is performing services or providing goods in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Reseller in this clause 18 (the “Relevant Terms”). The Reseller shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to Flexebee LTD for any breach by such persons of any of the Relevant Terms.
3. Breach of this clause 18 shall be deemed a material breach of this Agreement.
4. For the purpose of this clause 18, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this clause 18 a person associated with the Reseller includes but is not limited to any subcontractor of the Reseller.

20. EXPORT CONTROL
1. The Reseller hereby declares that it is aware of the fact that the Software and any media on which it is stored, as well as results achieved by using the Software may be subject to export control measures specified in legal regulations enacted by the governments responsible for their enactment in accordance with applicable laws. Such measures of control may restrict the granting of licenses, deliveries of the goods and technologies to certain countries or to certain organisations or individuals (“Export Control Measures”). Inter alia, the Software is subject to measures of export control, as established by the Government of United States of America, in particular by Export Administration Act of 1979 as amended, Export Administration Regulations published by the US Department of Commerce, International Trade Administration and Office of Export Administration.
2. The Reseller hereby declares that it is aware of the fact and consents hereby that it may not, directly or indirectly, deliver, distribute, export, re-export or transfer Software, Software-related technical data, media or the Products to countries, organizations or individuals, if it is in violation of the Export Control Measures and that it may not violate or bypass such measures by other means.
3. The Reseller undertakes to implement appropriate measures to prevent a violation of the Export Control Measures. Should the Reseller wilfully or knowingly violate the Export Control Measures, Flexebee LTD has the right to terminate this Agreement immediately. If Flexebee LTD becomes aware of a violation of the Export Control Measures committed by the Reseller, Flexebee LTD shall immediately terminate this Agreement.

21. GENERAL DATA PROTECTION REGULATION (GDPR)
1. The reseller undertakes with Flexebee LTD to fully comply with the requirements of the Data Protection Legislation when controlling or processing data on behalf of Flexebee LTD including (but not limited to) End Users’ data. The reseller shall provide proper and reasonable evidence of such compliance upon request by Flexebee LTD and Flexebee LTD shall be entitled to immediately terminate this agreement if, in its reasonable opinion, the minimum requirements of the Data Protection Legislation have not been met on any occasion.
2. Flexebee LTD shall also comply with all applicable requirements of the Data Protection Legislation.
3. The Reseller shall ensure that it has all necessary and appropriate consents and notices in place to enable the lawful transfer of the Personal Data to Flexebee LTD for the purposes of the supply by Flexebee LTD of its software and services.
4. The parties agree that the Reseller shall:
1) ensure that all persons engaged by it in processing such Personal Data are all subject to an appropriate obligation of confidentiality to the Reseller and, further, it shall ensure that only those persons who need to have access to Personal Data are granted access to such data and then only for the purpose of the proper performance of their duties;
2) take all appropriate technical, organisational and other measures to ensure the security of processing of all Personal Data including (but not limited to) ensuring the provision of an appropriate level of training to all persons involved in the receipt of or processing of Personal Data so as to ensure compliance with the Data Protection Legislation;
3) the Reseller may only engage Sub-processors on terms which impose (as a minimum), the same data protection obligations as are contained in this agreement;
4) the Reseller must promptly assist Flexebee LTD in responding to subject access requests from individuals exercising their rights under the Data Protection Legislation;
5) the Reseller must co-operate with supervisory authorities (such as the ICO) in accordance with GDPR;
6) the Reseller shall maintain complete, accurate and up to date records of its data processing activities carried out on behalf of Flexebee LTD in accordance with Article 30.2 of the GDPR; and
7) the Reseller must notify Flexebee LTD without undue delay on it becoming aware of a breach of the Data Protection Legislation relating to an Flexebee LTD end user.
5. The Reseller agrees that it will not transfer data outside of the E.E.A. without Flexebee LTD prior written consent and, where Flexebee LTD consents to any such transfer, the Reseller shall ensure that the following conditions are fulfilled:
a. it provides all appropriate safeguards in accordance with the Data Protection Legislation in relation to the transfer; and
b. it fully complies with its obligations under the Data Protection Legislation by providing a proper level of protection to any Personal Data that is transferred by it or to it.

22. GENERAL
1. All recommendations and advice whether oral or written given by or on behalf of Flexebee LTD to the Reseller as to any methods of using or applying the Products or the Software and the purposes to which the Products or the Software may be applied are given without liability on the part of Flexebee LTD.
2. This Agreement constitutes the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes all prior Agreements, negotiations and discussions between the parties relating to it. Nothing in this Agreement shall be interpreted to create a contract of partnership, or an agent and principal or employee and employer relationship in law.
3. No relaxation, forbearance, delay or indulgence by Flexebee LTD in enforcing any of the terms of this Agreement or the granting of time by it to the Reseller shall prejudice, affect or restrict its rights and powers under this Agreement.
4. The Reseller shall not assign, transfer, charge or otherwise deal with the whole or any part of the Contract without the prior written consent of Flexebee LTD.
5. A person who is not a party to this Agreement has no right 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 under that Act.
6. This Agreement and each Contract shall be governed by and shall be interpreted in accordance with English law and the parties agree to submit themselves to the non-exclusive jurisdiction of the English courts.