Each paragraph of these Terms and Conditions operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

31.1.    Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 31.
31.2.    The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.
31.3.    The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:

31.3.1.    within 14 days of service of the notice, the PROJECT MANAGERS of the parties shall meet to discuss the dispute and attempt to resolve it;
31.3.2.    if the dispute has not been resolved within 14 days of the first meeting of the PROJECT MANAGERS, then the matter shall be referred to the DIRECTORS (or persons of equivalent seniority). The DIRECTORS (or equivalent) shall meet within 14 days to discuss the dispute and attempt to resolve it. 

31.4.    The specific format for the resolution of the dispute under clause 31.3.1  and, if necessary, clause 31.3.2 shall be left to the reasonable discretion of the parties, but may include the preparation and submission of statements of fact or of position. 
31.5.    If the dispute has not been resolved within 14 days of the first meeting of the DIRECTORS (or equivalent) under clause 29.3.2 then the matter shall be referred to mediation in accordance with the rules of Centre for Effective Dispute Resolution (CEDR) unless an injunctive remedy is required by either party in which case the jurisdiction of the courts of England and Wales shall apply. 
31.6.    Until the parties have completed the steps referred to in clauses 31.3 and 31.5, and have failed to resolve the dispute, neither party shall commence.

The Business recognises that any breach or threatened breach of the Contract may cause Anthesis irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to Anthesis, the Business acknowledges and agrees that the Anthesis is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

33.1.    Anthesis can assign its rights and/or obligations under these Terms and Conditions to any third party. You may not transfer any of your rights and/or obligations under these Terms and Conditions. Any rights not expressly granted in these Terms and Conditions are reserved.
33.2.    No one other than a party to these Terms has any right to enforce any of these Terms.
33.3.    If you breach these Terms and Conditions and we choose to ignore this, we will still be entitled to rely on our rights and remedies under these Terms and Conditions at a later date or in any other situation where you breach the Terms and Conditions.
33.4.    Anthesis shall not be responsible for any breach of these Terms and Conditions caused by circumstances beyond its reasonable control. 

Activator Academy

The Activator Academy is part of Anthesis Digital. These Special Terms,  govern your specific use of the Activator Academy (“AA"). By using the Activator Academy on Anthesis Digital, you agree to be legally bound by both the General Terms and Conditions and these Specific Terms. If you do not agree to the terms of this contract do not use the Activator Academy on the Anthesis Digital platform. Please read these Special Terms carefully, along with the General Terms and any additional Special Terms relating to other individual product(s) that you will be utlising on the platform, before using Anthesis Digital.

The following Terms are supplementary to those in the General Terms and Conditions and should be read in conjunction with them.

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

S1.1.    In these Special Terms the following definitions apply in addition to those found in the General Terms and Conditions:

“Activator Academy” means the Anthesis Digital application providing Learning Management System services (LMS services);

‘’Additional Payment’’ refers to a payment in addition to the Charges in accordance with our then-current rates;

‘’Commencement Date’ refers to either the Online Commencement Date or the Offline Commencement Date, as applicable; 

‘’Course’’ shall refer to a structured educational program that is designed to provide instruction, training, or learning in a specific topic or subject area. Courses can be designed for various levels of learners, ranging from introductory to advanced, and can cover a wide range of topics. In the Activator Academy, courses are typically organised into sections or modules, which are presented in a sequential format to guide learners through the learning journey.

‘’Initial Term” in the context of Activator Academy, refers to a period of 12 calendar months from the commencement date, or such other period as detailed in the Proposal;

"Intellectual Property Rights" includes course contents and course structure:

• 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;

"LMS Services" means the services set out in the Activator Academy; namely the provision and management of educational courses and training programs to you and/or the Users

‘’Learning Management System” or also referred as a (LMS) is a software platform that is designed to manage and deliver educational courses and training programs. It provides a centralized location for instructors to create, organize, and deliver online learning materials such as course content, assessments, and communication tools.

“OTS Services:” our ‘off-the-shelf’ services, being some or all of: (i) Courses (including component elements of educational courses or complementary materials such as flashcards, course summaries, infographics, videos and other supporting materials) typically sold on a seat by seat basis; and (ii) LMS Services;

‘’Renewal Term’’ refers to the period during which a contract or subscription can be extended or renewed;

‘’Seats’’ shall refer to the seats located in the Learning Management System (LMS), a "seat" generally refers to a license or access permission granted to a user to take a course or use the LMS. The number of seats that a company or organisation purchases is typically based on the number of users who will need access to the LMS or a specific course. Once a seat is allocated to a user, they have full access to the course or LMS platform until their seat expires or the access period ends.

‘’User’’ shall be defined as an individual who interacts with Activator Academy to access the OTS services of the platform. In the context of technology, a user may interact with computers, mobile devices, websites, apps, or other digital platforms. Users can have distinct roles and access levels on Activator Academy.

S2.1.    Placing your order online. You may place an order for Services via our Activator Academy platform, which shall constitute an offer by you to buy the Services specified in the order. We will send you an email acknowledging your order, which will confirm the order details and details of how to access the purchased Services (Online Order Confirmation), at which point and on which date (Online Commencement Date) the Contract between you and us will come into existence. 
S2.2.    Checking your order. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate. 
S2.3.    Placing your order offline. Where you contact us by any means, other than online, about purchasing Services, we may provide you with a proposal for the purchase of such Services (a Proposal). The Proposal shall be deemed to be accepted on the earlier of (i) signature by you of the Proposal; (ii) separate correspondence by letter or by email accepting the Proposal;  (iii) payment by you of the price quoted in the Proposal; and (iv) your or your Users’ first use of the Services quoted in the Proposal (Offline Order Confirmation), at which point and on which date (Offline Commencement Date) the Contract between you and us will come into existence, unless a different date is specified in a Proposal. 

S2.3.1.    No terms or conditions endorsed on, delivered with, or contained in the Customer's purchase conditions, order, confirmation of the Proposal, specification or other document shall form part of the Contract except to the extent that we otherwise agree in writing.
S2.3.2.    No variation of these Conditions or to a Proposal or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of us.
S2.3.3.    The Services shall be provided by AD for the purposes specified in the proposal and for the sole benefit and use of the Business.

S2.4.    Rejection of order. We reserve the right to reject any order for any reason prior to Commencement Date. If we reject an order (for whatever reason) we will inform you as soon as possible.
 

S3.1.    Each Course included in the Services ordered shall be viewable and accessible by you (or your User(s)) for the Term. If completion of a Course by a User is certified, the completion of that Course by a User will only be certified once during each twelve months of the Term. 
S3.2.    Any descriptions, specifications, advertising material or overview information in relation to a Course is published for the sole purpose of giving an approximate description of the Courses. They will not form part of the Contract or have any contractual force. The Courses delivered may differ in non-material respects from any information provided. Any typographical, clerical or other error or omission in any description, sales literature, price list, Proposal or invoice issued by us will be subject to correction without liability on our part.
S3.3.    We may amend the content of the Courses from time to time without notice to you, including (without limitation) where required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Courses.
S3.4.    We do not give any representation, warranty or undertaking in relation to the Courses. Any representation, undertaking, condition or warranty which might be implied or incorporated into these terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that a Course is suitable for your purposes and do not guarantee any specific results from participating in a Course. 

S4.1.    You may utilise our Activator Academy LMS Services to allocate, manage and access our Courses for you and/or your Users 
S4.2.    Promptly on receipt of your Order Confirmation, you will be emailed your Anthesis Digital activation details. Once activation is complete, you will be granted access to the Activator Academy dashboard, where you can manage your LMS Services and allocate seats to Users. Once seats have been allocated, Users will be emailed their individual Anthesis Digital activation details in order to access the LMS Services that you have allocated to them;
S4.3.    We shall use reasonable endeavors to procure that LMS Services are available 24 hours a day, seven days a week, subject to any planned, unscheduled and emergency maintenance; 
S4.4.    The LMS Services can be accessed on all modern web browsers;
S4.5.    We shall not be responsible for any delays, failures (whether in whole or in part) of the LMS Services, or for any losses, claims, costs, expenses or damages resulting from any such delays or failures (and clause S4.3 shall not apply) to the extent that such delay or failure of the LMS Services is caused by: 

S4.5.1.    your, or your Users’, use of the LMS Services contrary to our instructions;
S4.5.2.    your, or your Users’, failure to comply with clause S4.4;
S4.5.3.    modification or alteration of the LMS Services by any third party other than by us, or our authorised contractors or agents.

S4.6.    We shall use reasonable endeavors to procure that your use of the LMS Services will be uninterrupted, but you hereby agree and acknowledge that we cannot guarantee this or that the LMS Services will be error-free or will meet your, or your Users’, requirements.
S4.7.    We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities (including, without limitation, via the LMS Services).
S4.8.    All Intellectual Property Rights in the LMS shall be owned by us or our licensors (as the case may be). Except as expressly stated herein, the Contract does not grant you, or your Users, any rights to or in, any Intellectual Property Rights in respect of the LMS.