The definitions and rules of interpretation in this clause apply in the Agreement.
“Agreement” means the contract between Us and You for the supply of Services in accordance with these Conditions.
“Authorised Users" means the Learners and System Administrators.
“Content” means software, data, documents, text, video, audio or other content including E-Learning Materials.
”E-Learning Materials” means learning courses delivered by electronic means.
”Initial Term” means the initial period during which You are obliged to pay for the Services as set out in the Proposal.
“Insolvency Event” means a Party: (a) enters liquidation; (b) has a receiver, liquidator, administrator, trustee or an individual with a similar role appointed over any of its assets; or (c) proposes to make and/or makes any arrangement with its creditors.
“Intellectual Property Rights” means any current and future intellectual property rights and interests including patents, utility models, designs, design rights, copyright (including rights in software), decryption rights, database rights, trade marks, rights pursuant to passing off, service marks, business and trade names, domain names, know-how, topography rights, inventions, rights in confidential information (including technical and commercial trade secrets) and image rights, and rights of a similar or corresponding character in any part of the world, in each case whether registered or not and including any application for registration and renewals or extensions of such rights in any country in the world.
“Learner” means the individuals who You authorise to use the Services and have been supplied usernames and passwords by You or EEF.
"Parties" means You and Us collectively, each being a "Party."
“Proposal” means a proposal for the supply of Services as provided in writing by Us to You.
"Service Descriptions" means the documents and online information setting out the descriptions of the applicable Services and any terms and conditions specific to such Services included with or referenced by the Proposal.
“Services” means the services made available by Us as described in the Service Descriptions and Proposal and any other product or service provided by Us under the Agreement.
“System Administrators” means Your employees, representatives, consultants, agents and independent contractors authorised to use the Services for administration purposes.
“Third Party Content” means Content made available to You by any third party in conjunction with the Services including E-Learning Materials.
“User Subscriptions" means the user subscriptions purchased by You which entitle Learners to access Content utilising the Services in accordance with the Agreement. User Subscriptions may alternatively be described as “Learner Fees” or “Licences” in Service Descriptions or the Proposal.
“EEF Content” means any Content We (or Our sub-contractors) make available to You in connection with the Services including E-Learning Materials.
“Virus" means anything or any device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); steal or redirect data in bad faith or attempt to do the same; or adversely affect the Authorised User experience, including worms, malware, Trojan Horses, viruses and other similar things or devices.
“Your Content” means Content that You or any Authorised User run on, cause to interface with, or upload to, the Services, under Your account including E-Learning Materials.