10.1.    Our intellectual property: The content of Anthesis Digital is protected by copyright, trade marks, database rights and other intellectual property rights (the 'Intellectual Property Rights'). The Intellectual Property Rights in all materials supplied by us on Anthesis Digital are owned by Anthesis (UK) Limited (“Anthesis”) and/or Anthesis Consulting Group Ltd or its licensors unless otherwise specified. 
10.2.    Intellectual Property Rights in any materials uploaded onto Anthesis Digital by you is your or your licensor's property. 
10.3.    Your Materials: You are responsible for the content, backup and maintenance of any materials or information uploaded by you onto Anthesis Digital ('Your Materials'). 

10.3.1.    We do not vet or approve Your Materials and neither we nor our licensors or service providers accept any liability for Your Materials. We will handle Your Materials, and any other information you provide to us, in accordance with these Terms and Conditions. 
10.3.2.    You grant to us and our licensors and service providers a royalty-free licence to copy, transmit and publish Your Materials in perpetuity (subject to any such materials incorporating personal data in which case we will comply with our retention policy for personal data as set out in the Privacy Policy) for the purposes of supplying Anthesis Digital service, improving Anthesis Digital service and ensuring compliance with these Terms and Conditions. 
10.3.3.    You grant us and our licensors and service providers the irrevocable, perpetual right to compile statistics about your use of Anthesis Digital, and to otherwise evaluate and improve Anthesis Digital based on your usage and Your Materials, and to make such statistics available to third parties only in a de-identified form, in accordance with the terms of the Privacy Policy. 
10.3.4.    You authorize us to amend or delete any of Your Materials where we become aware (through receipt of a third-party notice or otherwise) that Your Materials are, or are alleged to be, in breach of copyright, illegal or are not appropriate in our opinion to be accessed by or through Anthesis Digital. 
10.3.5.    To the fullest extent permitted by law and subject to section 8 (limitation of liability), you access and use Your Materials and Anthesis Digital at your own risk. You accept responsibility for all of Your Materials. 
10.3.6.    You indemnify us, our licensors and service providers, against any liability, costs, losses, claims, or damages (including legal fees and disbursements) incurred or suffered by the indemnified person and arising out of Your Materials, including but not limited to claims for: infringement of intellectual property rights or other proprietary rights; violation of laws, regulations, or codes.; injury or death; breach of privacy or confidence. 

10.4.    Your licence to use Our Intellectual Property Rights: 

10.4.1.    You may: 

10.4.1.1.    retrieve and display the content of Anthesis Digital on a computer screen or other mobile device; 
10.4.1.2.    store such content in electronic form on disk as necessary to display it on a computer screen or other mobile device, (but not any server or other storage device connected to a network); or 
10.4.1.3.    print one copy of such content for your internal business use, provided you keep intact all and any copyright and proprietary notices. 

10.4.2.    You may not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content on Anthesis Digital without our prior written permission. 
10.4.3.    No licence is granted to you in these Terms and Conditions to use any trade mark of Anthesis Digital or its affiliated companies including, without limitation, the trademark 'Anthesis' or the trademarks of any other subscribers.

11.1.    You shall not use Anthesis Digital for any of the following purposes:

11.1.1.    disseminating any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material;
11.1.2.    transmitting material that encourages conduct that constitutes a criminal offence, results in civil liability, or otherwise breaches any relevant laws, regulations, or code of practice;
11.1.3.    gaining unauthorised access to other computer systems or confidential material;
11.1.4.    interfering with any other person's use of Anthesis Digital;
11.1.5.    breaching any laws concerning the use of public telecommunications networks;
11.1.6.    interfering or disrupting networks or websites connected to Anthesis Digital;
11.1.7.    making, transmitting, or storing electronic copies of materials protected by copyright without the permission of the owner.

11.2.    You will be responsible for our (and any of our service providers' and/or licensors') losses and costs resulting from your breach of this section 11.

12.1.    Although Anthesis Digital aims to offer you the best service possible, Anthesis makes no promise that the services on Anthesis Digital will meet your requirements.
12.2.    We cannot guarantee that the availability of the service will be fault-free. If a fault occurs in the technical features of the service you should report it to Anthesis using the contact details provided within Anthesis Digital and we will attempt to correct the fault as soon as we reasonably can. We shall not be liable if for any reason there are any technical faults in the provision of the service.
12.3.    We make no warranty or guarantee that Anthesis Digital will be available 100% of the time or compatible with your existing hardware software or environment.
12.4.    Your access to Anthesis Digital may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore the service as soon as it reasonably can. We shall not be liable if for any reason Anthesis Digital is unavailable at any time or for any period.
12.5.    We may from time to time provide to you support in relation to your use of the Service, but we shall have no obligation to do so.

13.1.    On termination of the Contract for any reason:

13.1.1.    all Charges that are payable by you under the Contract shall become due for payment immediately;
13.1.2.    all rights granted to you under the Contract shall immediately terminate;
13.1.3.    you will immediately return or (at our request) destroy all (if any) of Our Content in your possession; and
13.1.4.    you are responsible for removing all of your content (including, but not limited to, your certificates) by 23:59:59 on the effective date of termination. If your content is not removed by this time we may destroy or dispose of your content.

13.2.    Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
13.3.    Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

14.1.    Without prejudice to any of our other rights or remedies, we may suspend your (and/or your Users) access to Anthesis Digital immediately if we at any time reasonably believe that: 

14.1.1.    you, or any of your Users, breach any of your obligations under these Terms and Conditions or any applicable laws, including if you are late in paying the Charges by more than 10 days; 
14.1.2.    your, or any of your Users’ use of the Services breaches our website or AD usage policies, or privacy policy, or creates a security risk to us or any third party; or
14.1.3.    your, or any of your Users’ use of the Services adversely impacts our systems, Our Content or any of our other customers or learners. 
14.1.4.    you are subject to an Insolvency Event.  Where the Contract is terminated in accordance with this clause, you shall not be entitled to a refund (in whole or in part) for the Services purchased.

14.2.    We shall only be obliged to lift any suspension pursuant to clause 14.1 if you have remedied the cause to our reasonable satisfaction. 
14.3.    You shall remain liable for our Charges notwithstanding any suspension in accordance with clause 14.1 
14.4.    The suspension or cancellation of your use of Anthesis Digital shall not affect either party's statutory rights or liabilities.
14.5.    Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

15.1.    The parties agree that Anthesis is the controller of client contact information.
15.2.    The parties agree that the Customer is the Controller of all other personal data and that in this case, Anthesis is a Processor for the purposes of processing Protected Data pursuant to the Contract. This will be in accordance with the Anthesis Digital Privacy Policy.
15.3.    Each party shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.
15.4.     The Customer shall ensure all instructions given by it to Anthesis in respect of Protected Data shall at all times be in accordance with Data Protection Laws.
15.5.    Each party shall indemnify and keep indemnified the other against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by the indemnifying party of its obligations under this clause 15.
15.6.    Anthesis shall:

15.6.1.    only process (and shall ensure Anthesis Personnel only process) the Protected Data in accordance with the Contract (and not otherwise unless alternative processing instructions are agreed between the parties in writing) except where otherwise required by applicable law (and shall inform the Business of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and 
15.6.2.    without prejudice to clause 15.4, if Anthesis believes that any instruction received by it from the Business is likely to infringe the Data Protection Laws it shall promptly inform the business and be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.

15.7.    Taking into account the state of technical development and the nature of processing, Anthesis shall implement and maintain appropriate technical and organisational measures to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
15.8.    Anthesis shall only permit the processing of Protected Data by any agent, sub-contractor or other third party ('Sub-Processor') where:

15.8.1.    such third parties are subject to a written obligation of confidence with regards to the Protected Data; and
15.8.2.    prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, each Sub-Processor has entered into a written contract containing materially the same obligations as under this clause 15 that is enforceable by Anthesis;
15.8.3.    all persons authorised by Anthesis or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential;
and Anthesis shall remain fully liable to the Customer under the Contract for all the acts and omissions of each Sub-Processor as if they were its own.

15.9.    Anthesis shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the EEA or to any international organisation without having appropriate legal safeguards in place or the consent of the data subjects (in accordance with Data Protection Laws).

16.1.    A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:

16.1.1.    promptly notifies the other of the Force Majeure event and its expected duration; and
16.1.2.    uses best endeavours to minimise the effects of that event.

16.2.    If, due to Force Majeure, a party:

16.2.1.    is or shall be unable to perform a material obligation; or
16.2.2.    is delayed in or prevented from performing its obligations for a continuous period exceeding 6 months or a total of more than 30 days in any consecutive period of 90 days; the parties shall, within 30 days, renegotiate the Contract to achieve, as nearly as possible, the original commercial intent.

16.3.    Events outside of our control 

16.3.1.    We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control, including but not limited to, server failures, software failures, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, or other natural disaster, or failure of public or private telecommunications networks (Event Outside Our Control). 

The rights and remedies provided in the Contract for Anthesis are cumulative and not exclusive of any rights and remedies provided by law.

18.1.    The parties agree that the Contract and any documents entered into pursuant to it (including any confidentiality agreement) constitute the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
18.2.    Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
18.3.    Nothing in these Conditions purports to limit or exclude any liability for fraud.

Each party shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.