General Terms

1. Definitions and interpretation

2. How Anthesis Digital operates

3. Amendments

4. Application of these conditions

5. Your obligations

6. Password and security

7. Payment

8. Limitation of liability

9. Confidentiality/Submitting information to Anthesis Digital

10. Intellectual property and licenses

11. Your use of Anthesis Digital

12. Availability and suitability of Anthesis Digital

13. Term and Cancellation

14. Our right to suspend or stop your use of Anthesis Digital

15. Processing of personal data

16. Force Majeure

17. Cumulative remedies

18. Entire agreement

19. Compliance with law

20. Anti-bribery

21. Anti-slavery

22. Conflicts within contract

23. Third party rights

24. Governing law

25. Jurisdiction

26. Notices

27. Assignment and transfer

28. Variations

29. Waiver

30. Severance

31. Dispute Resolution

32. Equitable Relief

33. Miscellaneous

Special Terms - Activator Academy

  S1.    Definitions and interpretation
  S2.    Placing, Checking, Acceptance and Rejection of Orders
  S3.    Courses
  S4.    LMS Services
  S5.    Users
  S6.    Payment
  S7.    Term and Cancellation
  S8.    Our right to suspend or stop your use of the Activator Academy

1.1.     In these Conditions the following definitions apply:

"Affiliate" means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;

"Bribery Laws" means the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption and any similar or equivalent legislation in any other relevant jurisdiction;

‘’Business’’ refers to an entity, organisation, or company that engages in commercial, industrial, or professional activities with the aim of generating profit. A business typically involves the production, distribution, or sale of goods or services, as well as the management of financial and human resources.

"Business Day" means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England;

"Conditions" means Anthesis Digital’s terms and conditions of supply set out in this document;

"Contract" means our contract with you for the supply of Services which is made up of your order, a Proposal (where applicable) and these Terms and Conditions;

"Control" means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company;

"Controller" shall have the meaning given to it in applicable Data Protection Laws from time to time;

"Customer" means the person who purchases the Anthesis Digital Services, whether as an Offline Order  (in which case their details are set out in the Proposal) or as an Online Order;

"Data Protection Laws" means, as binding on either party or the Services:

• the UK GDPR;

• the EU GDPR;

• the Data Protection Act 2018;

• and any other similar national privacy legislation and guidance issued by data protection regulators;

• any laws which implement any such laws; and

• any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;

"Data Subject" shall have the meaning given to it in applicable Data Protection Laws from time to time;

"Force Majeure" means an event or sequence of events beyond a party's reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, and any delays or failures which result from circumstances beyond the reasonable control of that party, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;

"GDPR" means the General Data Protection Regulation, Regulation (EU) 2016/679;

"Intellectual Property Rights" means copyright, patents, know-how, trademarks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case:

• whether registered or not;

• including any applications to protect or register such rights;

• including all renewals and extensions of such rights or applications;

• whether vested, contingent, or future;

• to which the relevant party is or may be entitled, and

• in whichever part of the world existing;

"International Organisation" shall have the meaning given to it in applicable Data Protection Laws from time to time;

"Modern Slavery Policy" means the Anthesis anti-slavery and human trafficking policy in force and notified to the Customer from time to time;

“Offline Order” means an order placed in consultation with Anthesis and as outlined in a Proposal, where part or all of the defined services are delivered via the Anthesis Digital platform;

“Online Order” means an order placed directly on the Anthesis Digital platform using self-serve functionality and payment systems;

“Order Confirmation” the Online Order Confirmation or the Offline Order Confirmation, as applicable;

"Personal Data" shall have the meaning given to it in applicable Data Protection Laws from time to time;

"Price" has the meaning set out in section 2.2 and section 7;

"Processing" has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including "process", "processing", "processed", and "processes" shall be construed accordingly);

"Proposal" means the Offline Order document(s) setting out the scope of the Services, and any Deliverables, and/or any timetable or milestones/time estimates, if applicable and/or any price payable for the Services, and the details of any Protected Data and Processing, as agreed by both parties;

"Processor" shall have the meaning given to it in applicable Data Protection Laws from time to time;

"Protected Data" means Personal Data received from or on behalf of the Business in connection with the performance of AD’s obligations under the Contract and full details of the Protected Data and Processing shall be set out in the Conditions;

“Service Provider” means ANTHESIS (UK) LIMITED incorporated in England with company number 3409491 and whose registered office address is: Fitzroy House, 355 Euston Road, London, NW1 3AL with VAT number 685888061, trading as Anthesis Digital;

“Services” – means any of the free-to-use services or the paid-for ‘Premium services’ offered via the Anthesis Digital platform;

"Specification" means the description or specification of the Services set out or referred to in Anthesis Digital;

"Sub-Processor" means any agent, sub-contractor or other third party (excluding its employees) engaged by Anthesis for carrying out any processing activities to support Anthesis Digital's needs in respect of the Protected Data;

"VAT" means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services.

1.2.    In these Conditions, unless the context requires otherwise:

1.2.1.    any clause or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;
1.2.2.    a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
1.2.3.    a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
1.2.4.    a reference to a ’company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
1.2.5.    a reference to a gender includes each other gender;
1.2.6.    words in the singular include the plural and vice versa;
1.2.7.    any words that follow 'include', 'includes', 'including', ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.2.8.    a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (including email); and
1.2.9.    a reference to legislation is a reference to that legislation and includes any subordinate legislation in each case as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Contract.

2.1.    Some materials, content, features and functionality within Anthesis Digital are provided to you free of charge for use subject to these Terms and Conditions. You may only use Anthesis Digital in the course of your normal business with Anthesis and not for private or personal reasons and not on behalf of any third party.
2.2.    If you buy any of our paid services ""Premium Services"" you agree to pay us the applicable fees (Price) and any taxes due and you agree to comply with any additional Special terms which are specific to the Premium Services, in addition to these Terms and Conditions. You will be provided with details of any additional Special terms prior to the supply of the Premium Services.
2.3.    We seek to make Anthesis Digital as accessible as possible. If you have any difficulties using Anthesis Digital, please contact us at digital@anthesisgroup.com.
2.4.    We may change or discontinue any of the services provided via Anthesis Digital. We don’t promise to store or keep showing any of the content you have submitted. You agree that we have no obligation to store, maintain or provide you with a copy of any of the content you submit other than to comply with applicable law and as set out in our Privacy Policy.
2.5.    While we try to make sure that Anthesis Digital is accurate, up-to-date and free from bugs, we cannot promise that it will be. Furthermore, we cannot promise that Anthesis Digital will be fit or suitable for any purpose. Any reliance that you may place on the information on Anthesis Digital is at your own risk.

3.1.    We may update these Terms and Conditions from time to time for legal or regulatory reasons or to allow the proper operation of Anthesis Digital. You should periodically review them for changes, although where possible we will try to bring any changes to your attention by putting a notice on Anthesis Digital or issuing a notification through other means. If you continue to use Anthesis Digital after the date on which any changes come into effect, your use of Anthesis Digital indicates your agreement to be bound by the new Terms and Conditions.

4.1.    These Conditions apply to and form part of the Contract between AD and the Business. They supersede any previously issued terms and conditions of purchase or supply.
4.2.    Any typographical, clerical or other error or omission on AD’s website or in any of its advertisements, quotations, price lists, invoices or other document or information issued by AD may be corrected without any liability on AD’s part. Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.

5.1.    You must:

5.1.1.    provide us with such information, materials and co-operation as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; and
5.1.2.    maintain all licences, consents, and permissions necessary that you are responsible for, to enable us to provide and you to use the Services 

5.2.    You may not:

5.2.1.    access, store, distribute or transmit any viruses, or any material during your use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; or is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity, and we reserve the right, without liability to you, to disable your access to any material that breaches the provisions of this clause; 
5.2.2.    access all or any part of the Services in order to build a product or service which competes with us (or any part of them) or attempt to obtain, or (subject to clause 3.4) assist third parties in obtaining, access to the Services, other than as provided under the Contract; 
5.2.3.    other than as allowed by applicable law, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the content we make available to you in connection with the Services (Our Content), or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Our Content.

5.3.    You shall not be permitted to sub-licence the rights granted to you under this Contract, nor sell or otherwise permit third parties to access the Services except as expressly set out in the Proposal.

5.4.    If you are permitted to sub-licence the rights granted to you under the Contract to Eligible Third Parties and allow Eligible Third Parties access to the Services, you shall:

5.4.1.    ensure that each Eligible Third Party shall comply with the terms of the Contract; and
5.4.2.    remain fully liable for all acts and omissions of the Eligible Third Parties.
 

 

 

6.1.    When you register to use Anthesis Digital you will be provided with an ID. Each ID is for a single user only. You are responsible for all activities that occur using your ID and for preventing unauthorised use of it. If you know or suspect that someone else knows your password you should notify us immediately by emailing DPO@anthesisgroup.com.
6.2.    If you forget your password please go to the Login page and follow the instructions for the password reminder. We will be able to remind you of your password by your registered email address.
6.3.    If we have reason to believe that there is likely to be a breach of security or misuse of Anthesis Digital, we may require you to change your password or we may suspend your use of Anthesis Digital in accordance with section 14 below.

7.1.    Unless stated otherwise, our prices are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay for the Services.  
7.2.    If you purchase Anthesis Digital Services offline, an invoice (either electronic or paper) will be provided together with our Proposal, and you must pay the amount due under any such invoice within 21 days of the date of that invoice in full and cleared funds into the bank account nominated by us from time to time.  Time of payment is of the essence; where sums due under these Conditions are not paid in full by the due date:

7.2.1.    we may, without limiting our other rights, charge interest on such sums at 4% a year above the base rate of HSBC BANK from time to time in force, and
7.2.2.    interest shall accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before or after judgment.

7.3.    You must pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
 

8.1.    Nothing in these Terms and Conditions will limit or exclude either your or our liability for: 

8.1.1.    death or personal injury resulting from negligence, 
8.1.2.    fraud or fraudulent misrepresentation, or 
8.1.3.    any liabilities in any way that is not permitted under applicable law. 

8.2.    Subject to section 5.1 we are not legally responsible for any: 

8.2.1.    losses that: 

8.2.1.1.    were not foreseeable to you and us when these Terms were formed; or 
8.2.1.2.    that were not caused by any breach on our part 

8.2.2.    business losses; and 
8.2.3.    losses to non-consumers. 

8.3.    The limitations and exclusions of liability set out in this section 5 and elsewhere in these Terms and Conditions govern all liabilities arising under these Terms and Conditions or relating to Anthesis Digital, 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; and shall apply even if you and/or we have been advised of the possibility of the loss. 
8.4.    We shall not be liable to the other for any indirect, consequential or punitive loss including but not limited to: 

8.4.1.    loss of business profits, 
8.4.2.    business interruption, or 
8.4.3.    loss of business information. 

8.5.    Subject to section 5.1, our (and any of our group companies, officers, directors, employees, shareholders, sub-contractors or agents of any of them) total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, will be limited to:

8.5.1.    the total aggregate charges you have paid us for the data products and/or services under the Contract during the twelve (12) months prior to the damage alleged to have been caused; or
8.5.2.    for each claim in the first 12-months, the total Charges you have paid to us under the Contract from the Commencement Date to the date on which the liability arose.

8.6.    You understand and agree that Anthesis does not guarantee the accuracy or completeness of any information in or provided in connection with AD. Anthesis is not responsible for any errors or omissions or for the results obtained from the use of such information. Anthesis gives no warranty as to the accuracy or completeness of any such information, including information made available by Anthesis or our representatives or other subscribers. 
8.7.    Although Anthesis will implement reasonable security procedures to ensure that no unauthorised parties gain access to Anthesis Digital, content materials, features or functionality, because of the inherently insecure nature of the internet, Anthesis does not give any other warranty in relation to this. 
8.8.    Where the services on Anthesis Digital are provided to you free of charge, it is for information and guidance purposes only, and Anthesis' entire liability to you is as set out under these Terms and Conditions. Anthesis Digital is provided "as is", without any conditions, warranties or other terms of any kind. 
8.9.    No advice or information, whether oral or written, obtained by you from Anthesis or within Anthesis Digital shall create any warranty not expressly made in these Terms and Conditions or imposed by law. 
8.10.    You may contact or be contacted by other members of Anthesis. Any communication conducted outside of Anthesis Digital, or other specific activities conducted on behalf of Anthesis Digital, are at your own discretion and are not sanctioned by Anthesis nor are they necessary to participate fully in Anthesis Digital. Anthesis shall not be liable for any outcomes of such communication.

9.1.    While we try to make sure that Anthesis Digital is secure, we cannot guarantee the security of any information that you supply to us and therefore we cannot guarantee that it will be kept confidential. For that reason, you should not submit to Anthesis Digital any patentable ideas or patent applications, advertising or marketing suggestions, prototypes, or any other information that you regard as confidential, commercially sensitive or valuable ("Unwanted Submissions"). While we value your feedback, you agree not to submit any Unwanted Submissions.
9.2.    We may use any Unwanted Submissions as we see reasonably fit on a free-of-charge basis (bear in mind that we have no way of knowing whether such information is confidential, commercially sensitive or valuable because we do not monitor Anthesis Digital to check for these matters). Therefore, we will not be legally responsible for keeping any Unwanted Submissions confidential nor will we be legally responsible to you or anybody else for any use of such Unwanted Submissions.
9.3.    You agree to keep confidential and not to use for any purpose other than as necessary to allow you to use Anthesis Digital as permitted herein, all information relating to the installation, performance, operation, structure, methods, programming and documentation of Anthesis Digital (including your ID as above) and any questions you submit and answers you receive from our "Ask the Expert" service or “Drop-in Session’, unless you have obtained our prior written approval to your proposed use or disclosure.