Last updated: 9 June 2026

These Enterprise Terms apply to business customers using Learning With Experts platform, content, white-label, online classroom, implementation and related services. Each customer engagement is governed by an Order Form that sets out the services purchased, licence model, fees, term and any customer-specific terms. 

1. About these Enterprise Terms

1.1 These Enterprise Terms and Conditions apply to enterprise services provided by MyOnlineSchool Ltd trading as Learning With Experts, including hosted learning platform services, white-label learning environments, online classroom services, content licensing, implementation services, integrations, analytics, support, professional services and optional production services.

1.2 These terms are intended to apply to business customers, corporate customers, public sector bodies, education providers, healthcare organisations, membership organisations and other enterprise customers. They do not apply to individual consumer purchases unless expressly stated.

1.3 The specific Services, licence model, Authorised Users, Fees, Initial Term, support arrangements, implementation assumptions, data processing arrangements and any customer-specific terms will be set out in the relevant Order Form.

1.4 By signing an Order Form, accessing the Platform, or using the Services, the Customer agrees to these Enterprise Terms, unless the parties have entered into a separate written agreement that expressly replaces them.

2. Definitions and interpretation

2.1 In these Enterprise Terms, the following definitions apply unless the context requires otherwise.

 

2.2 References to including, include and in particular are illustrative and do not limit the words that follow.

2.3 References to legislation include that legislation as amended, extended or re-enacted from time to time.

2.4 References to writing include email and electronic signature unless a clause expressly requires signature by authorised representatives.

2.5 Headings are for convenience only and do not affect interpretation.

3. Agreement structure and order of priority

3.1 The Agreement is formed when the parties agree an Order Form, unless a different formation process is stated in the Order Form.

3.2 Each Order Form forms a separate contract incorporating these Enterprise Terms, unless the Order Form states otherwise.

3.3 If there is any conflict between documents, the order of priority is:

1.  a written variation signed by authorised representatives of both parties

2.  the Order Form

3.  any applicable Statement of Work

4.  the Data Processing Addendum

5.  any Service Level Schedule or Security Schedule expressly incorporated

6.  these Enterprise Terms

7.  any proposal, pitch deck, estimate, purchase order, procurement portal entry, email or discussion

3.4 No terms or conditions contained in any Customer purchase order, supplier portal, procurement document or other Customer document apply unless expressly accepted by LWE in writing and signed by an authorised representative of LWE.

3.5 No proposal, pitch deck, estimate, website copy, email or discussion creates a binding obligation unless incorporated into an Order Form or signed variation.

3.6 Unless otherwise agreed in an Order Form, the version of these Enterprise Terms in force on the Effective Date applies for the relevant Initial Term. Updated versions may apply to Renewal Terms or new Order Forms. 

4. Order Forms and scope of Services

4.1 The Order Form will set out the Services purchased by the Customer, the licence model, the Fees, the Initial Term, the Renewal Term if applicable, any usage limits, any implementation assumptions, the support model and any special terms.

4.2 LWE will provide the Services with reasonable skill and care and in accordance with good industry practice for a UK SaaS learning platform and digital education business.

4.3 The Services will materially conform to the descriptions in the Order Form. LWE may improve, modify, replace or enhance the Platform from time to time, provided that changes do not materially reduce the core functionality purchased by the Customer during the Term.

4.4 Unless expressly included in the Order Form, the Services do not include custom integrations, single sign-on, data migration, custom dashboards, bespoke reporting, enhanced support, dedicated account management, out-of-hours support, accessibility audits, security questionnaires beyond reasonable standard responses, bespoke procurement support, content moderation, translation, localisation, Production Services, AI features, paid media, CPD accreditation, learner support, tutor support, custom development, legal review, regulatory review, medical review, financial promotions review or customer-specific compliance work.

4.5 Any additional services are subject to written agreement, change control and additional Charges.

5. Term, renewal and minimum commitment

5.1 The Agreement starts on the Effective Date and continues for the Initial Term stated in the Order Form.

5.2 Unless the Order Form states otherwise, the Initial Term is non-cancellable for convenience. The Customer remains liable for all committed Fees for the Initial Term even if it stops using the Services.

5.3 If the Order Form provides for automatic renewal, the Agreement will renew for successive Renewal Terms unless either party gives written notice of non-renewal within the period stated in the Order Form, or if no period is stated, at least 60 days before the end of the then-current term.

5.4 LWE may increase Fees for any Renewal Term by giving notice before renewal. If no specific increase is stated, LWE may increase Fees annually by the higher of 5% and the percentage increase in the UK Consumer Prices Index over the preceding 12 months, unless prohibited by the Order Form.

5.5 Any minimum licence commitment, minimum number of Authorised Users, minimum annual fee, minimum content licence, minimum support fee or minimum usage commitment stated in the Order Form is binding for the relevant Term.

6. Platform licence

6.1 Subject to payment of the Charges, LWE grants the Customer a non-exclusive, non-transferable, non-sublicensable licence during the Term to access and use the Platform solely for the Customer’s internal business purposes and only in accordance with the Order Form and these Enterprise Terms.

6.2 The licence may be based on named users, active users, registered users, concurrent users, cohort-based users, enterprise-wide access, usage volume, content access, territory, department, affiliate group, course catalogue, platform instance or another licence metric stated in the Order Form.

6.3 The Customer may permit Authorised Users to access the Platform only within the licence model stated in the Order Form.

6.4 The Customer must not, and must ensure Authorised Users do not:

·        copy, modify, adapt, translate or create derivative works of the Platform

·        reverse engineer, decompile, disassemble or attempt to derive source code, except to the limited extent permitted by law

·        resell, sublicense, lease, rent, outsource, timeshare or commercially exploit the Platform

·        use the Platform to provide services to third parties except as expressly permitted in the Order Form

·        access the Platform to build, train, benchmark, compare or support a competing product or service

·        scrape, harvest, extract or bulk download Platform data except through permitted export functionality

·        publish benchmark tests, security tests or performance comparisons without LWE’s prior written consent

·        remove or obscure proprietary notices

·        use the Platform in a way that breaches Applicable Laws or the Acceptable Use Policy

6.5 Use outside the agreed licence scope is chargeable. LWE may invoice additional Charges for excess usage, require the Customer to purchase additional licences or suspend excess access until the position is regularised.

7. Authorised Users and customer administration

7.1 The Customer is responsible for Authorised Users and for ensuring they comply with the Agreement, applicable learner-facing terms, acceptable use rules and Customer policies.

7.2 User accounts are personal to the relevant Authorised User and must not be shared unless the Order Form expressly permits shared or concurrent usage.

7.3 The Customer is responsible for user provisioning, deprovisioning, role permissions, internal communications, administration of user groups and removal of leavers, unless LWE is expressly engaged to provide those services.

7.4 The Customer must maintain the confidentiality and security of administrator credentials and promptly notify LWE of unauthorised access or suspected security incidents affecting the Platform.

7.5 LWE may apply its standard learner-facing terms, privacy notices, acceptable use rules and platform rules to Authorised Users where appropriate. The Customer must not override or contradict those terms without LWE’s prior written approval.

8. Customer responsibilities

8.1 The Customer will provide accurate, complete and timely information, materials, access, cooperation, decisions, approvals and resources reasonably required by LWE to provide the Services.

8.2 The Customer is responsible for its systems, network, devices, connectivity, browser configuration, firewall permissions, identity provider, third-party applications and internal IT environment unless LWE is expressly engaged to support them.

8.3 The Customer is responsible for the accuracy, legality, quality and suitability of Customer Content and for ensuring it has all rights, licences, permissions, releases and consents required for LWE to use Customer Content to provide the Services.

8.4 The Customer is responsible for all legal, regulatory, employment, clinical, financial, sector-specific, health and safety, safeguarding, training and compliance obligations that apply to its use of the Services, its workforce, its Authorised Users and its Customer Content.

8.5 If the Customer fails to meet its responsibilities, LWE may adjust delivery dates, charge additional reasonable Fees and costs, and will not be responsible for delay, reduced performance or non-performance caused by that failure.

9. Acceptable use

9.1 The Customer must not, and must ensure Authorised Users do not, use the Services to upload, create, share, publish, process or transmit content or data that is unlawful, defamatory, discriminatory, harassing, abusive, misleading, infringing, malicious, obscene, unsafe, harmful, fraudulent or likely to bring either party into disrepute.

9.2 The Customer must not, and must ensure Authorised Users do not:

·        introduce viruses, malware, malicious code or harmful components

·        attempt to bypass, disable or undermine security controls

·        attempt to access data, accounts or systems belonging to LWE or other customers

·        carry out penetration testing, vulnerability scanning or load testing without prior written approval

·        use automated scripts or bots except as expressly permitted

·        upload Personal Data, Special Category Data, children’s data, patient data or regulated data unless the use case has been agreed and is lawful

·        use the Services to deliver regulated advice unless the Order Form expressly permits it and appropriate controls are in place

·        use the Services in a way that materially degrades availability, performance, security or integrity

9.3 LWE may remove or disable access to content, suspend accounts or suspend affected Services where reasonably necessary to protect users, the Platform, data security, legal compliance, LWE, the Customer or other customers.

10. Implementation, onboarding and Professional Services

10.1 Implementation, onboarding, configuration, data migration, integration, single sign-on, training, customer success, project management, custom reporting and other Professional Services are included only to the extent stated in the Order Form.

10.2 The Order Form or implementation plan should identify implementation stages, milestones, dependencies, Customer responsibilities, acceptance criteria, estimated dates, project contacts and any assumptions.

10.3 Implementation dates are estimates unless the Order Form expressly states that a date is fixed and critical.

10.4 If implementation is delayed by the Customer, third-party systems, missing data, late approvals, incomplete information or other matters outside LWE’s reasonable control, LWE may extend timelines and charge reasonable additional Fees and costs.

10.5 Unless the Order Form states otherwise, Professional Services are charged on a time and materials basis at LWE’s then-current rates. Any estimates are non-binding unless expressly stated to be fixed fees.

10.6 Professional Services do not transfer ownership of the Platform, LWE Materials, LWE know-how or any underlying Intellectual Property Rights.

11. Support and service levels

11.1 LWE will provide support in accordance with the support model and Service Levels stated in the Order Form or Service Level Schedule.

11.2 Unless the Order Form states otherwise, support is provided during UK Business Hours and is limited to reasonable assistance with access, standard Platform functionality and issues reproducible by LWE.

11.3 Support does not include Customer hardware, Customer networks, Customer identity providers, third-party applications, bespoke training, end-user helpdesk services, out-of-hours support, data correction, content moderation, custom reporting, custom development or issues caused by Customer systems or misuse, unless expressly included.

11.4 Service credits, if agreed, are the Customer’s sole financial remedy for failure to meet the applicable Service Level. LWE has no obligation to provide service credits unless they are expressly stated in the Order Form or Service Level Schedule.

12. Security and availability

12.1 LWE will implement and maintain appropriate technical and organisational measures designed to protect the security, confidentiality, integrity and availability of the Platform and Customer Data, taking account of the nature of the Services and the risks involved.

12.2 LWE may host the Platform and Customer Data using reputable cloud infrastructure and other third-party providers. LWE remains responsible for its subcontractors in accordance with the Agreement.

12.3 LWE does not guarantee that the Services will be uninterrupted, error-free or immune from all security threats. The Customer acknowledges that no internet-based service can be made completely secure or continuously available.

12.4 LWE may carry out scheduled maintenance and emergency maintenance. LWE will use reasonable endeavours to provide advance notice of scheduled maintenance where practicable.

12.5 Customer-specific security questionnaires, audits, penetration testing, information governance work, security remediation, accessibility audits and procurement assurance work are excluded unless expressly included in the Order Form and may be chargeable.

13. Customer Content, LWE Content and content standards

13.1 The Customer retains ownership of Customer Content. The Customer grants LWE a non-exclusive, worldwide, royalty-free licence during the Term to host, copy, process, adapt, display, distribute, back up and otherwise use Customer Content to the extent necessary to provide, secure, support and improve the Services.

13.2 LWE retains ownership of LWE Content and LWE Materials. Where LWE Content is licensed to the Customer, the Customer may use it only during the Term, only for the Authorised Users and permitted purposes stated in the Order Form, and subject to any content-specific restrictions.

13.3 The Customer must not copy, download, record, redistribute, resell, adapt, create derivative works from or make LWE Content available outside the agreed licence scope unless expressly permitted.

13.4 The Customer warrants that Customer Content and its use by LWE in accordance with the Agreement will not infringe third-party rights and will not be unlawful, misleading, discriminatory, defamatory, unsafe or likely to create material legal, regulatory, safeguarding or reputational risk.

13.5 LWE may require changes to, suspend, remove or refuse Customer Content where LWE reasonably believes there is a legal, regulatory, safeguarding, wellbeing, platform, intellectual property, data security, reputational or brand risk.

14. Production and Professional Services

14.1 Production Services are included only where expressly stated in the Order Form or a Statement of Work.

14.2 Where Production Services are included, the Order Form or Statement of Work should state the production scope, filming days, production days, locations, contributors, crew assumptions, equipment assumptions, deliverables, formats, review rounds, acceptance process, usage rights, third-party costs and cancellation terms.

14.3 Unless expressly included, Production Services exclude additional filming days, remote location filming, studio hire, venue hire, travel, accommodation, subsistence, specialist crew, specialist equipment, actors, presenters, voiceover, music licences, stock footage, archive material, specialist graphics, animation, image licences, AI tool licences, release costs and other third-party costs.

14.4 The Customer is responsible for ensuring contributors, locations, materials, permissions, releases and approvals are available and ready for agreed production dates.

14.5 If a production event is cancelled, delayed, materially disrupted or cannot proceed because of Customer-side issues, LWE may charge reasonable wasted costs, committed costs, crew costs, studio costs, travel costs, cancellation fees, rescheduling costs and additional project management time.

14.6 Unless otherwise stated, the Customer is entitled to two reasonable rounds of consolidated review per major edited deliverable. Additional rounds, late changes, changes after approval, new versions, new formats, re-edits and changes to approved scripts or structures are chargeable.

14.7 Where the Order Form includes Production Services, content strategy, filming, editing, post-production, AI-assisted production, marketing content, social clips, campaign assets or other LWE Studio services, those services will be subject to the LWE Studio Standard Terms and Conditions, unless the Order Form expressly states otherwise.

The Enterprise Terms will continue to govern the Platform Services, licence access, Authorised Users, implementation, support, service levels, security, data processing and SaaS-related obligations.

The Studio Terms will govern the production-related services, including production assumptions, Customer responsibilities, filming arrangements, review rounds, creative approvals, cancellation of production activity, usage rights, Project Files, raw footage, AI-assisted production and third-party production costs.

If there is any conflict between the Order Form, these Enterprise Terms and the Studio Terms, the order of priority will be:

1. the Order Form;

2. any agreed special terms or schedules;

3. these Enterprise Terms for Platform Services and SaaS-related obligations;

4. the Studio Terms for Production Services and Studio-related obligations.

15. Fees, invoicing and payment

15.1 The Customer will pay the Charges stated in the Order Form, exclusive of VAT unless expressly stated otherwise.

15.2 Unless the Order Form states otherwise, Platform Fees are payable annually in advance, Professional Services are invoiced monthly or on milestone completion, and Production Services are invoiced 50% on signature and 50% before final delivery or as otherwise stated in the Order Form.

15.3 Invoices are payable within 30 days of invoice date without set-off, deduction or withholding except as required by law.

15.4 If the Customer disputes an invoice in good faith, it must notify LWE within ten Business Days of receipt, pay any undisputed amount on time and work with LWE to resolve the disputed amount promptly.

15.5 Purchase order delays, procurement portal delays, internal approvals and Customer administrative processes do not delay the due date for payment unless LWE has expressly agreed otherwise in writing.

15.6 If any undisputed amount is overdue by more than 14 days, LWE may suspend the Services and withhold deliverables, data exports, access, usage rights and support on written notice until payment is received.

15.7 Fees are non-refundable except to the extent expressly stated in the Order Form or required by law.

15.8 If the Customer is required by law to make a deduction or withholding from any payment, the Customer will increase the payment so that LWE receives the amount it would have received had no deduction or withholding been required, unless prohibited by law.

15.9 LWE may charge interest on overdue undisputed amounts at 4% per annum above the Bank of England base rate, accruing daily from the due date until payment.

16. Change control

16.1 Either party may request a change to the scope, Services, Deliverables, licence model, timetable, assumptions, support model, Fees or responsibilities.

16.2 LWE is not required to implement a change unless it has been agreed in writing, including any impact on Fees, timetable and responsibilities.

16.3 LWE may charge for investigating, scoping, estimating or documenting a material change request where the work required is significant.

16.4 If the Customer requests a change or causes delay that materially affects the Services, LWE may adjust delivery dates and charge reasonable additional Fees and costs.

17. Intellectual Property Rights

17.1 Each party retains ownership of its Background IP. Nothing in the Agreement transfers ownership of LWE Materials to the Customer or Customer Content to LWE.

17.2 LWE retains all Intellectual Property Rights in and to the Platform, LWE Content, software, source code, object code, APIs, integrations, data architecture, templates, course layouts, classroom design, learning architecture, analytics methodology, production workflows, AI workflows, prompts, methodologies, know-how, improvements, modifications and enhancements.

17.3 Unless expressly agreed otherwise in the Order Form, any modifications, enhancements, configurations, integrations, bespoke developments, feature requests, workflows, templates, reports or tools developed by or for LWE in connection with the Services belong to LWE. The Customer receives only the licence rights expressly stated in the Order Form.

17.4 If the Customer provides suggestions, feedback or improvement ideas, LWE may use them without restriction, payment or obligation, provided LWE does not disclose Customer Confidential Information.

17.5 No joint ownership of Intellectual Property Rights arises unless expressly agreed in a written document signed by authorised representatives of both parties.

17.6 Where ownership of Production Services deliverables transfers to the Customer, transfer occurs only on full payment of all Charges due for the relevant deliverables and does not include LWE Materials, Project Files, templates, workflows, production methods, AI workflows, prompts, generic know-how or third-party materials.

18. Platform improvements, analytics and aggregated data

18.1 LWE may collect and use operational, technical, usage, performance, diagnostic and analytics data to provide, secure, support, monitor, improve and develop the Services.

18.2 LWE may use anonymised and aggregated data for benchmarking, analytics, product development, service improvement, research, reporting and commercial insight, provided it does not identify the Customer, Authorised Users or any individual.

18.3 Analytics, dashboards and reports are provided for information and learning management purposes only. They should not be treated as legal, medical, clinical, employment, regulatory, financial or professional advice.

18.4 The accuracy and completeness of analytics depend on the quality of data, user behaviour, Customer configuration, integrations and third-party systems. LWE does not warrant that analytics will be complete, error-free or suitable for a particular regulatory or employment decision.

19. AI features and automated tools

19.1 AI features, automated tools, recommendation engines, AI-assisted analytics, AI-generated content, synthetic media, AI search, AI tutors, AI personas and similar features are included only where expressly stated in the Order Form.

19.2 AI features are assistive tools. The Customer remains responsible for reviewing outputs, making decisions, validating accuracy and ensuring outputs are suitable for the Customer’s intended use.

19.3 The Customer must not input Special Category Data, children’s data, patient data, confidential third-party data, regulated data or sensitive employment data into AI features unless the use case has been expressly agreed and appropriate safeguards are in place.

19.4 LWE will not knowingly use Customer Confidential Information or Personal Data to train public AI models unless expressly agreed in writing.

19.5 AI features may use third-party tools and may be subject to third-party terms, usage limits, availability, restrictions and additional Charges.

19.6 LWE may modify, suspend or withdraw AI features where reasonably necessary due to legal, ethical, security, supplier, technical, reputational or compliance risk.

19.7 LWE does not warrant that AI outputs will be accurate, complete, non-infringing, unbiased, suitable for regulated use, or capable of exclusive ownership unless expressly stated in the Order Form.

20. Data protection

20.1 Each party will comply with Data Protection Laws in connection with the Agreement.

20.2 The parties will document their data protection roles in the Order Form or Data Processing Addendum. The parties acknowledge that LWE may act as processor for Customer learner data hosted for Customer training purposes, and as independent controller for account administration, billing, security, platform monitoring, service improvement and business administration.

20.3 Where LWE processes Personal Data as processor on behalf of the Customer, the Data Processing Addendum applies.

20.4 The Customer is responsible for ensuring that it has a lawful basis for providing Personal Data to LWE and for using the Services, and that it provides all required privacy information to Authorised Users and other data subjects.

20.5 The Customer must not upload or otherwise provide Special Category Data, health data, patient data, children’s data, criminal offence data or other high-risk data unless expressly stated in the Order Form and covered by appropriate safeguards.

20.6 Neither party may use Personal Data for unsolicited electronic marketing unless it has the consents or other lawful basis required by Applicable Laws.

20.7 The parties will agree any audience list transfer, customer relationship management integration, marketing consent, analytics export, data migration, single sign-on or special reporting requirements in the Order Form.

21. Confidentiality

21.1 Each party must keep the other party’s Confidential Information confidential and may use it only to perform or receive the benefit of the Agreement.

21.2 Confidential Information does not include information that is public other than through breach, already lawfully known to the receiving party, independently developed without use of the disclosing party’s Confidential Information, or lawfully received from a third party without restriction.

21.3 A party may disclose Confidential Information to its employees, officers, professional advisers, subcontractors, investors, potential investors, auditors and insurers who need to know it, provided they are bound by confidentiality obligations or professional duties.

21.4 A party may disclose Confidential Information where required by law, court order or regulator, provided it gives the other party reasonable notice where lawful and practicable.

21.5 The confidentiality obligations continue for five years after termination, except for trade secrets and highly sensitive technical, security, commercial and personal information, which remain protected for as long as they remain confidential.

22. Publicity, brands and customer references

22.1 Each party grants the other a non-exclusive, royalty-free licence during the Term to use its name, logo and approved brand assets solely to perform the Agreement and provide the Services, subject to brand guidelines and reasonable approval rights.

22.2 LWE may identify the Customer as a customer in private pitch decks, proposals, investor materials, board materials and credentials documents, provided the reference is accurate, professional and not misleading. LWE may use the Customer’s name or logo publicly on its website, in press materials or in public case studies only with the Customer’s prior written approval. 

22.3 Neither party may issue a press release, major public announcement or detailed public case study about the Agreement without the other party’s prior written approval, not to be unreasonably withheld or delayed.

22.4 Neither party may use the other party’s brand in a way that suggests endorsement of unrelated products, services, claims or commercial proposals without prior written approval.

23. Compliance and corporate obligations

23.1 Each party will comply with Applicable Laws in performing the Agreement.

23.2 Each party will comply with applicable anti-bribery, anti-corruption, anti-tax evasion, anti-money laundering, sanctions, modern slavery and employment laws to the extent applicable to its business and performance of the Agreement.

23.3 The Customer is responsible for determining whether the Services meet its internal policies, procurement requirements, accessibility requirements, regulatory requirements, staff training obligations and sector-specific compliance needs.

23.4 Unless expressly included in the Order Form, LWE is not responsible for preparing Customer-specific regulatory filings, security submissions, procurement documentation, accessibility audits, equality impact assessments, clinical safety cases, public sector documentation, freedom of information responses or internal governance materials.

23.5 If the Customer is a public sector, healthcare, regulated or international customer, any additional governance, procurement, information security, information governance, safeguarding, clinical, public sector transparency or regulatory requirements must be stated in the Order Form and may be subject to additional Charges.

24. Accessibility

24.1 LWE will use reasonable endeavours to support accessibility in accordance with the accessibility commitments stated in the Order Form.

24.2 Customer-specific accessibility audits, remediation, alternative format production, captioning, transcription, audio description, accessible document production, historic content remediation and customer-supplied content remediation are excluded unless expressly included in the Order Form.

24.3 The Customer is responsible for the accessibility of Customer Content unless LWE is expressly engaged to review or remediate it.

25. Warranties and disclaimers

25.1 Each party warrants that it has authority to enter into and perform the Agreement.

25.2 LWE warrants that it will provide the Services with reasonable skill and care.

25.3 LWE warrants that the Platform will materially perform in accordance with the relevant Order Form under normal use during the Term.

25.4 The Customer warrants that Customer Content and its use by LWE in accordance with the Agreement will not infringe third-party Intellectual Property Rights and will not be unlawful, defamatory, misleading, discriminatory or likely to create material legal, regulatory, safeguarding or reputational risk.

25.5 Except as expressly stated in the Agreement, all warranties, conditions and terms implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.

25.6 LWE does not warrant that the Services will be uninterrupted or error-free, or that they will generate any particular learning outcome, behaviour change, compliance outcome, employee performance improvement, revenue, engagement, completion rate, return on investment, clinical outcome or business result.

26. Indemnities

26.1 LWE will indemnify the Customer against losses, damages, costs and expenses finally awarded by a court or agreed in settlement arising from a third-party claim that the Platform, as provided by LWE and used in accordance with the Agreement, infringes that third party’s Intellectual Property Rights.

26.2 The indemnity in clause 26.1 does not apply to claims arising from Customer Content, Customer systems, Customer instructions, unauthorised modifications, use outside the Agreement, third-party materials, AI outputs, combination with non-LWE products or failure to use an update provided by LWE.

26.3 If the Platform becomes, or in LWE’s reasonable opinion is likely to become, the subject of an infringement claim, LWE may procure the right for the Customer to continue using it, modify it, replace it, or terminate the affected Services and refund any prepaid unused Fees for the affected Services.

26.4 The Customer will indemnify LWE against losses, damages, costs and expenses arising from any third-party claim that Customer Content infringes third-party rights, or that content, claims, data, instructions or materials supplied or approved by the Customer are inaccurate, unlawful, misleading or otherwise in breach of the Agreement.

26.5 An indemnified party must promptly notify the indemnifying party of the claim, provide reasonable cooperation, and not make admissions or settlements without the indemnifying party’s consent. The indemnifying party may control the defence and settlement, provided any settlement does not impose non-monetary obligations on the indemnified party without consent.

27. Liability

27.1 Nothing in the Agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, wilful misconduct, payment obligations, infringement or misuse of Intellectual Property Rights, breach of confidentiality, data protection breaches where liability cannot lawfully be limited, or any liability that cannot lawfully be limited or excluded.

27.2 Subject to clause 27.1, neither party is liable for loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, loss of opportunity, loss of data except as expressly stated, business interruption, indirect loss or consequential loss.

27.3 Subject to clauses 27.1 and 27.2, each party’s total aggregate liability arising out of or in connection with the Agreement is limited to the greater of £100,000 and 100% of the Fees paid or payable by the Customer to LWE under the relevant Order Form in the 12 months before the event giving rise to the claim.

27.4 Subject to clauses 27.1 and 27.2, each party’s total aggregate liability for data protection breaches and security incidents is limited to the greater of £250,000 and 200% of the Fees paid or payable by the Customer to LWE under the relevant Order Form in the 12 months before the event giving rise to the claim, unless the Order Form states a different cap.

27.5 The caps in this clause do not limit the Customer’s obligation to pay Charges properly due under the Agreement.

27.6 The parties acknowledge that the Fees reflect the allocation of risk in this clause. If the Customer requires higher liability caps, the parties may agree them in the Order Form subject to revised Fees.

28. Suspension

28.1 LWE may suspend all or part of the Services where reasonably necessary due to non-payment, security risk, suspected misuse, breach of the Agreement, legal or regulatory risk, safeguarding risk, data protection risk, infringement risk, third-party provider requirement, or risk to the Platform, LWE, users, the Customer or other customers.

28.2 LWE will use reasonable endeavours to give prior notice of suspension where practicable, but may suspend immediately where urgent action is reasonably required.

28.3 The Customer remains responsible for Fees during suspension where LWE remains ready and able to perform but is prevented from doing so by Customer breach, non-payment or Customer-side risk.

28.4 LWE may charge a reasonable reactivation fee where Services are reinstated after suspension caused by the Customer.

29. Termination

29.1 Either party may terminate the Agreement or an affected Order Form immediately by written notice if the other party commits a material breach and, where the breach is capable of remedy, fails to remedy it within 30 days after written notice requiring remedy.

29.2 Either party may terminate the Agreement immediately by written notice if the other party becomes insolvent, enters administration, liquidation or a voluntary arrangement, ceases or threatens to cease trading, or suffers an equivalent event.

29.3 LWE may terminate the Agreement or an affected Order Form immediately if continued performance would, in LWE’s reasonable opinion, create a material legal, regulatory, safeguarding, data security, intellectual property, platform, ethical or reputational risk.

29.4 The Customer may terminate an affected Order Form on 30 days’ written notice if LWE materially fails to deliver the agreed core Services for reasons within LWE’s control and fails to provide a reasonable remediation plan within 14 days of the Customer’s written notice.

29.5 The Customer may not terminate for convenience during the Initial Term unless the Order Form expressly permits it. If convenience termination is permitted, the Customer must pay all accrued Fees, all committed Fees, all non-cancellable costs, all third-party costs, all approved expenses and any termination fee stated in the Order Form. Unless the Order Form states otherwise, the Customer must also pay all remaining Fees for the then-current Term.

29.6 Termination of one Order Form does not automatically terminate any other Order Form unless the terminating party has a right to do so and expressly states this in the termination notice.

30. Consequences of termination and data export

30.1 On termination or expiry, the Customer will pay all outstanding Charges due to LWE up to the termination date, including committed Fees, approved expenses, third-party costs and non-cancellable costs.

30.2 On termination, the Customer’s access to the Services will cease, except to the extent LWE agrees a wind-down or data export period in writing.

30.3 LWE will provide reasonable data export assistance for Customer Data for the period stated in the Order Form, or if no period is stated, for 30 days after termination, provided all undisputed Charges have been paid. Data export assistance beyond standard export functionality may be chargeable.

30.4 After the export period, LWE may delete Customer Data in accordance with its standard retention processes, except where retention is required for legal, regulatory, accounting, security, audit, dispute, insurance, backup or legitimate business record purposes.

30.5 Termination does not require LWE to delete anonymised, aggregated, archival, backup, security, audit, accounting, legal or legitimate business records, provided they are retained subject to confidentiality and Data Protection Laws where applicable.

30.6 Clauses intended to survive termination will continue, including clauses relating to payment, intellectual property, data export, confidentiality, data protection, indemnities, liability, restrictions, consequences of termination, governing law and any clause which by its nature is intended to survive.

31. Force majeure

31.1 Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, epidemic, pandemic, industrial dispute, failure of utilities, internet outage, cyber incident not caused by the affected party’s breach, government action, war, terrorism, fire, flood, serious illness of key personnel, or failure of a third-party platform, cloud provider or tool not caused by the affected party’s breach.

31.2 The affected party must notify the other party promptly and use reasonable endeavours to mitigate the effect of the event.

31.3 If the force majeure event continues for more than 12 weeks, either party may terminate the affected Order Form on 30 days’ written notice.

32. Assignment and subcontracting

32.1 Neither party may assign or transfer the Agreement without the other party’s prior written consent, not to be unreasonably withheld or delayed.

32.2 LWE may assign or transfer the Agreement to a group company, purchaser of substantially all of its business or assets, or successor in connection with an investment, reorganisation, merger or sale, provided the assignee is capable of performing LWE’s obligations.

32.3 LWE may subcontract performance of the Services, including hosting, infrastructure, support, analytics, email, payment, AI, production, operational and professional services, provided LWE remains responsible for subcontracted performance in accordance with the Agreement.

33. Notices

33.1 Notices under the Agreement must be in writing and delivered by hand, pre-paid first-class post or email to the addresses stated in the Order Form or any updated address notified in writing.

33.2 Notices to LWE must be sent to its registered office and copied by email to info@learningwithexperts.com. Notices to the Customer must be sent to the address and email stated in the Order Form.

33.3 A notice is deemed received: if delivered by hand, when left at the proper address; if sent by first-class post, at 9:00am on the second Business Day after posting; and if sent by email, at the time of transmission unless outside business hours, in which case when business hours resume.

33.4 This clause does not apply to service of legal proceedings.

34. General

34.1 The Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes prior discussions, drafts, proposals, representations and understandings relating to that subject matter.

34.2 No variation is effective unless in writing and signed by authorised representatives of both parties, except that operational details may be agreed by email where these Enterprise Terms expressly allow.

34.3 A failure or delay in enforcing a right is not a waiver of that right.

34.4 If any provision is invalid or unenforceable, the remaining provisions continue in force and the parties will replace the affected provision with a valid provision that most closely reflects the original commercial intent.

34.5 No person other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce the Agreement.

34.6 The Agreement may be executed in any number of counterparts. Each counterpart is an original and together they form one instrument.

34.7 Electronic signatures are valid and binding to the fullest extent permitted by law.

35. Governing law and jurisdiction

35.1 The Agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, is governed by the law of England and Wales.

35.2 The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement.

 

Schedule 1 - Order Form template

 

Schedule 2 - Service Level Schedule

1.1 This Schedule applies only where the Order Form states that Service Levels apply.

1.2 Unless the Order Form states otherwise, LWE will use reasonable endeavours to make the core Platform available 99.5% of each calendar month.

1.3 Availability is measured by LWE’s monitoring systems and excludes: scheduled maintenance; emergency maintenance; Force Majeure Events; Customer-caused outages; Authorised User device, browser, network or connectivity issues; third-party systems not controlled by LWE; misuse; suspension under the Agreement; beta, trial or preview features; and features excluded in the Order Form.

1.4 Support severity levels and response targets are as follows, unless the Order Form states otherwise.

 

1.5 Response targets are not resolution guarantees. LWE will use reasonable endeavours to investigate and resolve issues according to severity, available information and technical complexity.

1.6 Service credits apply only if expressly stated in the Order Form. Any service credits will be the Customer’s sole financial remedy for failure to meet Service Levels.

Schedule 3 - Data Processing Addendum

1.1 This Data Processing Addendum applies where LWE processes Personal Data as processor on behalf of the Customer.

1.2 The subject matter, duration, nature, purpose, categories of Personal Data and categories of data subjects should be stated in the Order Form or an agreed data processing schedule.

 

1.3 LWE will process Personal Data only on documented lawful instructions from the Customer, unless required by law.

1.4 LWE will ensure that personnel authorised to process Personal Data are subject to confidentiality obligations.

1.5 LWE will implement appropriate technical and organisational measures designed to protect Personal Data against unauthorised or unlawful processing and accidental loss, destruction or damage.

1.6 LWE may appoint and replace Sub-processors used in the ordinary course of providing hosting, infrastructure, support, analytics, email, payment, AI, production, operational and platform services, provided LWE remains responsible for Sub-processors as required by Data Protection Laws.

1.7 Where a new Sub-processor is likely to materially increase risk to Personal Data processed on behalf of the Customer, LWE will give reasonable notice and consider any reasonable objection raised by the Customer.

1.8 LWE will notify the Customer without undue delay after becoming aware of a personal data breach affecting Personal Data processed on behalf of the Customer.

1.9 LWE will assist the Customer, taking into account the nature of processing and information available, with data subject requests, data protection impact assessments, security obligations and breach obligations, subject to reasonable Charges where assistance is material or outside standard support.

1.10 International transfers will be made only where appropriate safeguards are in place as required by Data Protection Laws.

1.11 On termination or expiry, LWE will delete or return Personal Data processed on behalf of the Customer unless retention is required by law, backup processes, security, audit, dispute, insurance or legitimate business record requirements.

1.12 LWE will make available reasonable information necessary to demonstrate compliance with this Addendum. Any audit or inspection must be limited to what is reasonably necessary, carried out on reasonable notice during normal business hours, and conducted in a way that does not compromise security, confidentiality, service availability or obligations owed to third parties.

1.13 The Customer remains responsible for the accuracy, lawfulness and transparency of Personal Data it provides to LWE and for ensuring that its instructions comply with Data Protection Laws.

Schedule 4 - Security Schedule

1.1 LWE will maintain appropriate technical and organisational security measures taking account of the nature of the Services, the risks involved and industry practice for comparable SaaS learning platforms.

1.2 Security measures may include, as applicable to the Services:

·        role-based access controls and least privilege access

·        authentication controls for administrative access

·        encryption in transit using appropriate protocols

·        encryption at rest where supported by relevant systems

·        cloud hosting with reputable infrastructure providers

·        backup and recovery processes

·        logging and monitoring of key systems

·        vulnerability management and patching processes

·        confidentiality obligations for personnel

·        incident response processes

·        supplier due diligence appropriate to risk

1.3 The Customer is responsible for maintaining the security of its own systems, devices, networks, identity providers, integrations, credentials and user administration processes.

1.4 The Customer must not carry out penetration testing, vulnerability scanning, load testing or security testing without LWE’s prior written approval. Approved testing must be scoped, scheduled and conducted in a way that does not affect other customers or Platform availability.

1.5 LWE does not guarantee absolute security. The Customer acknowledges that no internet-based service can be made completely secure.

Schedule 5 - Acceptable Use Policy

1.1 The Customer must not use the Services in any way that is unlawful, harmful, abusive, discriminatory, harassing, defamatory, infringing, misleading, fraudulent, malicious or likely to cause harm to LWE, users, other customers or third parties.

1.2 The Customer must not use the Services to process or share content or data that the Customer is not entitled to process or share.

1.3 The Customer must not use the Services to send unsolicited marketing, spam, malware, phishing content or other harmful communications.

1.4 The Customer must not attempt to access, test, disrupt, overload, scrape, copy, reverse engineer or interfere with the Platform except as expressly permitted.

1.5 LWE may investigate suspected breaches of this Acceptable Use Policy and may suspend access, remove content or take other reasonable protective action.

Schedule 6 - Implementation and Professional Services Schedule

1.1 Where implementation or Professional Services are included, the Order Form should state the included scope, assumptions, deliverables, Customer dependencies, estimated timeline, Fees and acceptance process.

1.2 Unless expressly included, implementation and Professional Services exclude custom integrations, single sign-on, data migration, custom dashboards, bespoke reports, customer-specific training, repeated training sessions, train-the-trainer, procurement support, security questionnaires, accessibility audits, custom development and third-party system configuration.

1.3 The Customer will provide timely access to relevant personnel, systems, data, identity provider information, branding, content, technical documentation and approvals.

1.4 If the Customer delays implementation, LWE may adjust the timeline and charge reasonable additional Fees and costs. Implementation Fees remain payable where LWE is ready and able to perform but delayed by the Customer or its third-party providers.

1.5 A deliverable will be deemed accepted when it materially conforms to the agreed requirements, is approved by the Customer, is used in live operation, or is not rejected with reasonable detail within the review period stated in the Order Form.