1. Introduction

     

    1. These terms and conditions shall govern your use of GiraffePad.
    2. By using GiraffePad, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use GiraffePad.
    3. If you register with GiraffePad, submit any material to GiraffePad or use any of GiraffePad services we will ask you to expressly agree to these terms and conditions.
    4. You must be at least 18 years of age to use GiraffePad; by using GiraffePad or agreeing to these terms and conditions, you warrant and represent to us that you are at least 18 years of age.
    5. GiraffePad uses cookies; by using GiraffePad or agreeing to these terms and conditions, you consent to our use of cookies in accordance with the terms of our privacy and cookies policy.
  2. Licence to use GiraffePad

     

    1. You may:
      1. view pages from our website in a web browser;
      2. use GiraffePad services by means of a web browser;
    2. When you subscribe as a “Trainer” you may:
      1. Create “Events” and link “Learners” to these events.
      2. Invite “Learners” to register with GiraffePad for specific “Events”
      3. upload relevant documents, audio and video files to the Resources section of your account
      4. Share these documents, audio and video files with your Learners in their “Event” pages”.
      subject to the other provisions of these terms and conditions.
    3. Except as expressly permitted by Section 2.1 and 2.2 or the other provisions of these terms and conditions, you must not download any material from GiraffePad or save any such material to your computer.
    4. You may only use GiraffePad for your own personal and business purposes, and you must not use GiraffePad for any other purposes.
    5. Except as expressly permitted by these terms and conditions, you must not edit or otherwise modify any material on GiraffePad.
    6. Unless you own or control the relevant rights in the material, you must not:
      1. republish material from GiraffePad (including republication on another website);
      2. sell, rent or sub-license material from GiraffePad;
      3. show any material from GiraffePad in public;
      4. exploit material from GiraffePad for a commercial purpose; or
      5. redistribute material from GiraffePad.
    7. Notwithstanding Section 2.6, you may redistribute our newsletter in print and electronic form to any person.
    8. We reserve the right to restrict access to areas of GiraffePad, or indeed our whole website, at our discretion; you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on GiraffePad.
  3. Acceptable use

     

    1. You must not:
      1. use GiraffePad in any way or take any action that causes, or may cause, damage to GirafefPad or impairment of the performance, availability or accessibility of GiraffePad;
      2. use GiraffePad in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
      3. use GiraffePad to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
      4. conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to GiraffePad without our express written consent;
      5. access or otherwise interact with GiraffePad using any robot, spider or other automated means, except for the purpose of search engine indexing;
      6. violate the directives set out in the robots.txt file for GiraffePad; or
      7. use data collected from GiraffePad for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing).
    2. You must not use data collected from GiraffePad to contact individuals, companies or other persons or entities.
    3. You must ensure that all the information you supply to us through GiraffePad, or in relation to GiraffePad, is true, accurate, current, complete and non-misleading.
  4. Use on behalf of organisation

     

    1. If you use GiraffePad or expressly agree to these terms and conditions in the course of a business or other organisational project, then by so doing you bind both:
      1. yourself; and
      2. the person, company or other legal entity that operates that business or organisational project,
      to these terms and conditions, and in these circumstances references to "you" in these terms and conditions are to both the individual user and the relevant person, company or legal entity.
  5. Registration and accounts

     

    1. You may register for an account with GiraffePad by completing and submitting the account registration form on our website, and clicking on the verification link in the email that the website will send to you.
    2. You must not allow any other person to use your account to access GiraffePad.
    3. You must notify us in writing immediately if you become aware of any unauthorised use of your account.
    4. You must not use any other person's account to access GiraffePad.
  6. User login details

     

    1. If you register for an account with GraffePad, you will be asked to choose a password.
    2. You must not use your account or user ID for or in connection with the impersonation of any person.
    3. You must keep your password confidential.
    4. You must notify us in writing immediately if you become aware of any disclosure of your password.
    5. You are responsible for any activity on GiraffePad arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure.
  7. Cancellation and suspension of account

     

    1. We may:
      1. edit your account details;
      2. temporarily suspend your account; and/or
      3. cancel your account,
      at any time in our sole discretion, providing that if we cancel any services you have paid for and you have not breached these terms and conditions, you will be entitled to a refund of any amounts paid to us in respect of those services that were to be provided by us to you after the date of such cancellation; we will give you reasonable written notice of any cancellation under this Section 7.1.
    2. You may cancel your account on GiraffePad by not renewing your subscription prior to the expiry date in your account control panel on the website. You will not be entitled to any refund if you cancel your account in accordance with this Section 7.2.
  8. Trainer Subscriptions

     

    1. To activate your Trainer account on GiraffePad, you must pay the applicable subscription fees during the account registration procedure. We will send you an acknowledgement of your order. If your order is accepted, we will send you an order confirmation, at which point the contract between us for the supply of the GiraffePad services shall come into force.
    2. You will have the opportunity to identify and correct input errors prior to making your order.
    3. For so long as your account and subscription remain active in accordance with these terms and conditions, you will benefit from the features specified for Trainers on GiraffePad in relation to your subscription type.
    4. We may from time to time vary the benefits associated with a subscription by giving you written notice of the variation, providing that, if in our reasonable opinion such a variation results in a substantial loss of value or functionality, you shall have the right to cancel your subscription, and we will refund to you any amounts paid to us in respect of any period of subscription after the date of such cancellation.
    5. At the end of any period of subscription for which you have paid, and subject to the other provisions of these terms and conditions, you will be contacted and invited to renew your subscription. Once renewed and paid in full you will continue to benefit from the GiraffePad Trainer features specified on our website in relation to your subscription type. If you do not renew your subscription prior to the expiration date in your account area your GiraffePad account will be cancelled and you (and any Learners attached to your events) will not be able to access any part of your GiraffePad data
  9. Fees

     

    1. The fees in respect of GiraffePad Trainer services will be as set out on the website from time to time.
    2. All amounts stated in these terms and conditions or on GiraffePad are stated exclusive of VAT.
    3. You must pay to us the fees in respect of GiraffePad services in advance, in cleared funds, in accordance with any instructions on our website.
    4. We may vary fees from time to time by posting new fees on our website, but this will not affect fees for services that have been previously paid.
    5. If you dispute any payment made to us, you must contact us immediately and provide full details of your claim.
    6. If you make an unjustified credit card, debit card or other charge-back then you will be liable to pay us, within 7 days following the date of our written request:
      1. an amount equal to the amount of the charge-back;
      2. all third party expenses incurred by us in relation to the charge-back (including charges made by our or your bank or payment processor or card issuer);
      3. an administration fee of GBP 25.00 including VAT; and
      4. all our reasonable costs, losses and expenses incurred in recovering the amounts referred to in this Section 9.6 (including without limitation legal fees and debt collection fees), and for the avoidance of doubt, if you fail to recognise or fail to remember the source of an entry on your card statement or other financial statement, and make a charge-back as a result, this will constitute an unjustified charge-back for the purposes of this Section 9.6.
    7. If you owe us any amount under or relating to these terms and conditions, we may suspend or withdraw the provision of GiraffePad services to you.
    8. We may at any time set off any amount that you owe to us against any amount that we owe to you, by sending you written notice of the set-off.
  10. Your content: licence

     

    1. In these terms and conditions, "your content" means all works, materials and contact details (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files, email, telephone, address and names of Learners, Trainers, Stakeholders associated with your account) that you submit to your GiraffePad account for storage or publication on, processing by, or transmission via, our website.
    2. We will not use, reproduce, store, adapt, publish, translate and distribute your content in any existing or future media without your specific consent.
    3. You may edit your content to the extent permitted using the editing functionality made available on our website.
    4. Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of your content.
  11. Your content: rules

     

    1. You warrant and represent that your content will comply with these terms and conditions.
    2. Your content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
    3. Your content, and the use of your content by us in accordance with these terms and conditions, must not:
      1. be libellous or maliciously false;
      2. be obscene or indecent;
      3. infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
      4. infringe any right of confidence, right of privacy or right under data protection legislation;
      5. constitute negligent advice or contain any negligent statement;
      6. constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
      7. be in contempt of any court, or in breach of any court order;
      8. be in breach of racial or religious hatred or discrimination legislation;
      9. be blasphemous;
      10. be in breach of official secrets legislation;
      11. be in breach of any contractual obligation owed to any person;
      12. depict violence in an explicit, graphic or gratuitous manner;
      13. be pornographic, lewd, suggestive or sexually explicit;
      14. be untrue, false, inaccurate or misleading;
      15. consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;
      16. constitute spam
      17. be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory; or
      18. cause annoyance, inconvenience or needless anxiety to any person.
  12. Report abuse

     

    1. If you learn of any unlawful material or activity on GiraffePad, or any material or activity that breaches these terms and conditions, please let us know.
    2. You can let us know about any such material or activity by email or telephone.
  13. Limited warranties

     

    1. We do not warrant or represent:
      1. the completeness or accuracy of the information published on GiraffePad;
      2. that the material on GiraffePad is up to date; or
      3. that GiraffePad or any service on GiraffePad will remain available.
    2. We reserve the right to discontinue or alter any or all of GiraffePad services, and to stop publishing GiraffePad, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any GiraffePad services, or if we stop publishing GiraffePad.
    3. To the maximum extent permitted by applicable law and subject to Section 13.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our website and the use of GiraffePad services.
  14. Limitations and exclusions of liability

     

    1. Nothing in these terms and conditions will:
      1. limit or exclude any liability for death or personal injury resulting from negligence;
      2. limit or exclude any liability for fraud or fraudulent misrepresentation;
      3. limit any liabilities in any way that is not permitted under applicable law; or
      4. exclude any liabilities that may not be excluded under applicable law, and, if you are a consumer, your statutory rights will not be excluded or limited by these terms and conditions, except to the extent permitted by law.
    2. The limitations and exclusions of liability set out in this Section 14 and elsewhere in these terms and conditions:
      1. are subject to Section 14.1; and
      2. govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.
    3. To the extent that GiraffePad and the information and services on GiraffePad are provided free of charge, we will not be liable for any loss or damage of any nature.
    4. We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.
    5. We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
    6. We will not be liable to you in respect of any loss or corruption of any data, database or software, providing that if you contract with us under these terms and conditions as a consumer, this Section 14.6 shall not apply.
    7. We will not be liable to you in respect of any special, indirect or consequential loss or damage, providing that if you contract with us under these terms and conditions as a consumer, this Section 14.7 shall not apply.
    8. You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with GiraffePad or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).
    9. Our aggregate liability to you in respect of any contract to provide services to you under these terms and conditions shall not exceed the greater of:
    10. the total amount paid and payable to us under the contract.
  15. Indemnity

     

    1. You hereby indemnify us, and undertake to keep us indemnified, against any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your use of GiraffePad or any breach by you of any provision of these terms and conditions.
  16. Breaches of these terms and conditions

     

    1. Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:
      1. send you one or more formal warnings;
      2. temporarily suspend your access to GiraffePad;
      3. permanently prohibit you from accessing GiraffePad;
      4. block computers using your IP address from accessing GiraffePad;
      5. contact any or all of your internet service providers and request that they block your access to GiraffePad;
      6. commence legal action against you, whether for breach of contract or otherwise; and/or
      7. suspend or delete your account on GiraffePad.
    2. Where we suspend or prohibit or block your access to your GiraffePad account or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).
  17. Third party websites

     

    1. GiraffePad includes hyperlinks to other websites owned and operated by third parties; such hyperlinks are not recommendations.
    2. We have no control over third party websites and their contents, and subject to Section 14.1 we accept no responsibility for them or for any loss or damage that may arise from your use of them.
  18. Trade marks

     

    1. GiraffePad, our logos and our other registered and unregistered trade marks are trade marks belonging to us; we give no permission for the use of these trade marks, and such use may constitute an infringement of our rights.
    2. The third party registered and unregistered trade marks or service marks on our website are the property of their respective owners and, unless stated otherwise in these terms and conditions, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights.
  19. Variation

     

    1. We may revise these terms and conditions from time to time.
    2. The revised terms and conditions shall apply to the use of GiraffePad from the date of publication of the revised terms and conditions on the website, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions. If you do not agree to the revised terms and conditions, you must stop using GiraffePad.
  20. Assignment

     

    1. You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions - providing, if you are a consumer, that such action does not serve to reduce the guarantees benefiting you under these terms and conditions.
    2. You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.
  21. Severability

     

    1. If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
    2. If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
  22. Third party rights

     

    1. A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.
    2. The exercise of the parties' rights under a contract under these terms and conditions is not subject to the consent of any third party.
  23. Entire agreement

     

    1. Subject to Section 14.1, these terms and conditions, together with our privacy and cookies policy shall constitute the entire agreement between you and us in relation to your use of GiraffePad and shall supersede all previous agreements between you and us in relation to your use of GiraffePad.
  24. Law and jurisdiction

     

    1. These terms and conditions shall be governed by and construed in accordance with English law.
    2. Any disputes relating to these terms and conditions shall be subject to the non-exclusive jurisdiction of the courts of England.
  25. Statutory and regulatory disclosures

     

    1. We will not file a copy of these terms and conditions specifically in relation to each user or customer and, if we update these terms and conditions, the version to which you originally agreed will no longer be available on our website. We recommend that you consider saving a copy of these terms and conditions for future reference.
    2. These terms and conditions are available in the English language only.
    3. We are registered in the UK; you can find the online version of the register at https://www.gov.uk/government/organisations/companies-house, and our registration number is 10993398.
    4. Our VAT number is 279448743.
    5. The website of the European Union's online dispute resolution platform is available at https://webgate.ec.europa.eu/odr/main.[ The online dispute resolution platform may be used for resolving disputes.]
  26. Our details

     

    1. This website is owned and operated by GiraffePad Ltd.
    2. We are registered in England and Wales under registration number 10993398, and our registered office is at 1 Swan Wood Park, Gun Hill, Horam, East Sussex, TN21 0LL.
    3. Our principal place of business is at 38 Whitley Rd, Eastbourne, East Sussex, BN22 8NJ.
    4. You can contact us:
      1. by post, using the postal address given above;
      2. using our website contact form;
      3. by telephone, on the contact number published on GiraffePad; or
      4. by email, using the email address published on GiraffePad.