Terms & Conditions

TERMS AND CONDITIONS OF SERVICES

1. About us

We are Bluestream Academy Ltd, a company registered in England and Wales under company number: 08021406. Our registered office is at: Charlotte House Stanier Way, The Wyvern Business Park, Derby, Derbyshire, United Kingdom, DE21 6BF. Our VAT number is: 155443805.

2. How to contact us

You can contact us by sending an email to info@bluestreamacademy.com or calling us on 01773 822549.

3. Purpose and Understanding

3.1. These terms apply to any purchases you make on our Website. Please read these terms and conditions carefully before you place any orders on our Website, as they set out important information about your and our rights and obligations. Please note that you must agree to these Conditions before you place your order.

3.2. Any reference to ‘we’, ‘us’ or ‘our’ in these terms is to Bluestream Academy Ltd, and any reference to ‘you’ or ‘your’ is to the person placing an order on our site.

3.3. A number of words are used in these Conditions which have special meanings. Where this is the case the relevant words as defined begin with a capital letter. The meanings of these specially defined words and other guides to understanding these Conditions can be found in the Glossary at the end of these Conditions.

3.4. If you are a business customer placing an order on behalf of a business, you confirm that you have authority to place such order for and on behalf of that business.

3.5. Please print out or save a copy of these terms and any emails from us for your records, as we will not save or file a copy for you. These terms are only available in English.

3.6. Each Contract entered into incorporates the rights and obligations in these Conditions and the Order Form, as well as the rights and obligations in the e-Learning Suite Terms and Conditions which are located here, the Data Protection Addendum which is located here, the Service Level Agreement which is located here, and any policies referred to in either these Conditions or the e-Learning Suite Terms and Conditions themselves.

3.7. In the case of conflict or ambiguity between these Conditions and other parts of the Contract, the conflict or ambiguity shall be resolved in accordance with the following order of precedence:

  • 3.7.1. e-Learning Suite Terms and Conditions;
  • 3.7.2. These Conditions;
  • 3.7.3. The Order Form;
  • 3.7.4. The Data Protection Addendum;
  • 3.7.5. The Policies; and
  • 3.7.6. The Service Level Agreement.

3.8. Your use of our Website is governed by our Website Terms of Use https://content.bluestreamacademy.com/websitedocs/ElearningTC.pdf. The policies displayed on the Website https://www.bluestreamacademy.com/ from time to time apply to the Contract (the ‘Policies’) and to your use unless stated otherwise in the Contract and in the event of any conflict, the terms of this Contract prevail.

4. Order

4.1. Please check your order carefully and correct any errors before you submit it to us. You are responsible for ensuring your order is complete and accurate.

4.2. After you place your order, we will send you an acknowledgment email to let you know that we have received your order. This does not mean that your order has been accepted by us. Your order is an offer to buy services from us on these terms.

4.3. Acceptance of your order by us takes place when we send you an order confirmation email, at which point a legally binding contract is formed between you and us on these terms.

4.4. If we do not accept your order, for example because we are unable to take payment, what you’ve ordered is unavailable, your verification details are incorrect (we verify these with the General Medical Council (GMC)), or there has been a mistake regarding the pricing or description of the services, we will email you using the details you provided when you placed your order. We have the right to reject any order for any reason.

5. Availability

5.1. All orders are subject to availability.

5.2. We cannot guarantee that any services will be available at any given time. We also cannot guarantee that access to services will be uninterrupted, error free or secure. For example, access to services may be temporarily unavailable while we carry out maintenance or for other technical reasons.

5.3. In certain circumstances beyond our reasonable control, for example where there has been a change in law, we may need to stop supplying certain services. If this happens and it affects your order, we will notify you by email, cancel your order and in respect of any affected services, provide you with a refund of any advance payments made by you for any affected services that have not yet been provided.

6. Services

6.1. We will use all reasonable endeavours to meet any performance date(s) for the Services that are specified during the order process, your order acknowledgement or in the order confirmation email, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.

6.2. The Services are only available online; once the Services are activated, we will email you a link to the online elearning portal where you can access the Courses.

6.3. Any Services, Courses or Company Content we provide to you is designed for use in England and Wales. We cannot guarantee that the Services, Courses or Company Content are appropriate or will be available for use in locations outside of England and Wales. If you use the Services outside of England and Wales, you are responsible for ensuring that you comply with any local laws.

6.4. We shall use reasonable endeavours to make the Website and contracted features available for the Services to be accessed unless there is maintenance or emergency downtime, but we cannot guarantee that any services, digital content or the Courses will be available at any given time. We also cannot guarantee that access to services, digital content or the Courses will be uninterrupted, error free or secure. For example, access to the Website may be temporarily unavailable while we carry out maintenance or for other technical reasons.

6.5. Support services shall be available for the duration of the Subscription Period, to the extent and in the manner specified in the Service Level Agreement which is here.

6.6. In the event of any loss or damage to the data we store on our servers, we will use reasonable commercial endeavours to restore the data maintained by us from our latest backup. Given the periodic nature of backups and the process of uploading/synchronising this data, there is the potential for up to approximately 2 hours worth of data to be lost.

6.7. By accepting this Contract you confirm and acknowledge that:

  • 6.7.1. The Services do not include any services, systems or equipment required to access the internet (and that you are solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by you in connection with use of the Services);
  • 6.7.2. The timely operation of the internet and the World Wide Web is governed by constraints beyond our control. You accept that we are not liable for the perceived slow operation of the Website or any contracted features;
  • 6.7.3. The Services are not fault free and may be impaired by matters, conditions or circumstances beyond our control;
  • 6.7.4. The Services are not designed or guaranteed to meet your individual needs, whether or not such needs have been communicated to us; and
  • 6.7.5. The Services do not include dedicated data backup or disaster recovery facilities (and you should ensure that you maintain backups of all your data).

6.8. Your use of any information or materials on or through this Website, the Courses or the Services is entirely at your own risk, for which we (and our sub-contractors) shall not be liable. It shall be your responsibility to ensure that the Website, the Courses, services and information accessed through it meet your specific requirements.

6.9. The information provided by us or on or through our Website, any of the Company Materials and systems is for your information purposes only and should not be considered as a substitute for obtaining professional advice (medical, legal, tax, regulatory or otherwise). You should always use your own independent judgment when using our Website and the Company Materials.

6.10. If we suspect any disclosure or unauthorised use of your password or access to the Services, we shall be entitled to suspend access indefinitely without affecting our right to charge you.

6.11. We may suspend the provision of Services to you if you breach any of the provisions of the Contract. At our discretion, we may serve notice of our intention to suspend the Services and allow you 7 (seven) days to remedy such breach. Failing which, the Services shall be suspended upon notice without prejudice to your payment obligations and liability.

6.12. We may, at our absolute discretion and without notifying you, make any changes to the Services which are necessary to comply with any applicable safety or other statutory or regulatory requirements, or which do not materially adversely affect the nature or quality of the Services.

6.13. We reserve the right to update the versions of the documents referred to in clause 3.6 (excluding the Charges) from the date 3 months after they were published on our Website (or such later date as we specify).

7. Your responsibilities

7.1. You shall use the Services at all times in accordance with this Contract.

7.2. Your use of the Services is governed by the e-Learning Suite Terms and Conditions available at: https://content.bluestreamacademy.com/websitedocs/elearningtc.pdf and you shall at all times comply with them.

7.3. You shall at all times only use the Services for the Permitted Purpose.

7.4. You warrant and represent that you will keep confidential and not share with any third party your password or access details for our Services.

7.5. You shall immediately inform us if any unauthorised disclosure of your password or access details occurs.

7.6. Unless otherwise agreed in writing, you shall supply us with all necessary documents, materials, data, or other information relating to the Services in a timely manner. You shall ensure the accuracy of all Client Material and clarity of any instructions.

7.7. You shall promptly and fully respond to all our communications relating to the provision of the Services.

8. Charges and Payment

8.1. Any Services you buy from us must be paid for in advance. We will take payment from your card before sending you your order confirmation email.

8.2. Our Charges for the relevant Services are due and payable at the rates and in the manner described in the Order Form. All payments must be made in GBP (pounds sterling).

8.3. All Charges and sums quoted (unless otherwise specified) are exclusive of any VAT, for which you shall be additionally liable at the applicable rate.

8.4. Details of the credit cards, debit cards and payment methods we accept can be found here. All credit and debit card payments need to be authorised by the relevant card issuer.

8.5. If we are unable to take payment from your card, we will try to contact you using the details provided when you placed your order. If we cannot reach you, we will cancel your order and notify you by email.

8.6. If the Charges are not paid by the due dates, interest shall accrue on the unpaid amount at 8% per annum above the Bank of England’s base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. If any payments remain outstanding for 30 days or more, your access to the Services may be suspended. You agree to pay all fees incurred by us in collecting any outstanding Charges.

8.7. Prices for our services and digital content may change at any time. Except as set out in clause 8.8, such changes will not affect existing orders.

8.8. If there has been a pricing error on the site affecting your order, we will try to contact you using the details provided. We will give you the option to re-confirm your order at the correct price or to cancel your order. If we are unable to contact you, the order will be treated as cancelled and you will be notified by email.

9. Intellectual Property Rights

9.1. You acknowledge that all Intellectual Property Rights in the Services, our Documentation, the Website, the Courses, and the Company Material are owned by or licensed to us, that the right to access and use the Services is licensed (not sold) to you, and that you shall have no other rights other than those granted under this Contract. For the avoidance of doubt, you shall have no right to access the Services in source code form. To the extent that you or any person acting on your behalf acquires any Intellectual Property Rights in any part of the Services or as a result of this Contract, you shall assign or procure the assignment of such rights to us (or to a third party as we may elect) with full title guarantee.

9.2. You have no rights other than to access the Services and the Courses for the purpose of personal development or business compliance training. No modifications of any kind to the Courses are permitted. Creating a copy of our or our licensor's data will constitute a breach of our Intellectual Property Rights.

9.3. The Bluestream Academy Ltd. logo and domain name are the property of Bluestream Academy Ltd. You agree not to copy, reproduce, upload, post, display or otherwise use these marks without our prior written permission.

9.4. You may not, except with our express written permission, distribute or commercially exploit any of our content or the Services. Nor may you transmit or store them in any other website or electronic retrieval system.

9.5. Save as expressly set out in this Contract:

  • 9.5.1. You shall not use, modify, copy, adapt, reproduce, create derivative works, republish, upload, post, transmit or distribute any of our materials. Any use not expressly permitted in this Contract is strictly prohibited and will constitute an infringement of our copyright and other intellectual property rights;
  • 9.5.2. You shall not assign, rent, transfer, provide or enable access, sub-license, lease, resell, distribute, publish, broadcast, transmit, store, archive, display publicly, or otherwise deal in or encumber the Services or any of our materials (whether or not for charge);
  • 9.5.3. You must not conceal, change, or remove any markings indicating ownership (such as copyright, registered trade mark, or unregistered trademark symbols) or attempt to circumvent any technical protection measures.

9.6. You shall access the Services at all times in accordance with any instructions or user guidance and all other terms of this Contract.

9.7. You shall notify us in writing as soon as you become aware of any actual or suspected unauthorised use of the Services.

9.8. You warrant that any Client Material and its use by us and our subcontractors in providing the Services will not infringe the copyright or other rights of any third party. You shall indemnify us (and our sub-contractors) against any claims arising from such infringement.

9.9. You may store or transmit Client Material using the Services. You hereby grant us (and our direct or indirect sub-contractors) a royalty-free, non-transferable, non-exclusive license to use, copy, and otherwise utilise the Client Material and Client Systems to the extent necessary to provide the Services or to exercise our rights under this Contract.

9.10. We may use any feedback or suggestions you provide for improvement of the Services without charge or limitation. You hereby assign all Intellectual Property Rights in such Feedback to us at the time it is provided.

9.11. If we believe a third party claim (an IPR Claim) may be brought alleging that the Services infringe any Intellectual Property Rights, we may, at our sole option and expense (subject to your cooperation), either:

  • 9.11.1. Modify or replace the Services to avoid infringement; or
  • 9.11.2. Terminate this Contract, in which case you may be entitled to a pro-rata refund of any prepaid Charges for unused Services.

9.12. Subject to clause 11.4, the provisions of this clause 9 set out your sole and exclusive remedy for any IPR Claim.

10. Data Protection

10.1. Any personal information that you provide will be dealt with in accordance with our Privacy Policy available here, which explains what information we collect and how we use it.

10.2. Where we process any Protected Data, the parties shall comply with the Data Protection Addendum available here.

11. Limitation of Liability

11.1. Subject to clauses 11.2, 11.3, and 11.4, our entire liability to you (whether in contract, tort, or otherwise) arising under or in connection with the Contract and these Conditions shall not exceed 100% of the total Charges paid by you in the 12 months preceding the incident giving rise to the claim.

11.2. We shall have no liability for any loss, damage, costs, expenses, or other claims arising from any incomplete or incorrect Client Material or instructions supplied by you.

11.3. We will not be liable in connection with these terms for:

  • 11.3.1. Consequential, indirect, or special losses; or
  • 11.3.2. Any of the following (whether direct or indirect):
    • 11.3.2.1. Loss of profit;
    • 11.3.2.2. Loss of revenue;
    • 11.3.2.3. Loss of contract;
    • 11.3.2.4. Loss or corruption of data;
    • 11.3.2.5. Loss or corruption of software or systems;
    • 11.3.2.6. Loss or damage to equipment;
    • 11.3.2.7. Loss of use;
    • 11.3.2.8. Loss of opportunity;
    • 11.3.2.9. Loss of business;
    • 11.3.2.10. Loss of savings, discount or rebate (whether actual or anticipated);
    • 11.3.2.11. Wasted expenditure; or
    • 11.3.2.12. Harm to reputation or loss of goodwill.

11.4. Nothing in these Conditions will limit or exclude our liability for:

  • 11.4.1. Death or personal injury caused by negligence;
  • 11.4.2. Fraud or fraudulent misrepresentation; or
  • 11.4.3. Any other losses which cannot be excluded or limited by law.

11.5. This clause shall survive termination of the Contract.

12. Term and Termination

12.1. Our Contract shall come into force on Order Acceptance and, unless terminated earlier in accordance with its terms, shall continue for the duration of the Service Period, after which it shall automatically expire.

12.2. The Contract may be terminated:

  • 12.2.1. Forthwith by us upon notice if you fail to make payment of any sums due;
  • 12.2.2. Forthwith by us upon notice if we terminate the Contract in accordance with clause 9.11.2 or clause 15.2.2;
  • 12.2.3. Immediately by either party on written notice if the other commits a material breach that is not remediable;
  • 12.2.4. Immediately by either party on written notice if the other commits a material breach which is not remedied within 20 Business Days of receiving notice; or
  • 12.2.5. Immediately by either party on written notice if the other becomes bankrupt or enters into insolvency proceedings.

12.3. Any breach by you of clause 7.3, 9.2, 9.3, 9.4, 9.5, or 9.6 shall be deemed a material breach of our Agreement which is not remediable.

12.4. Any termination of the Contract shall be without prejudice to any other rights or remedies, and shall not affect any accrued rights or liabilities.

12.5. Immediately on termination or expiry of this Contract (for any reason):

  • 12.5.1. The licenses and rights granted by us shall terminate and you shall stop accessing the Services;
  • 12.5.2. We may delete or suspend access to any accounts you hold with us; and
  • 12.5.3. You are not entitled to a refund or other payment, except as otherwise stated in this Contract.

13. Force Majeure

13.1. We shall not be in breach of this Contract nor liable for any delay or failure to perform any obligations under this Contract if such delay or failure is due to events beyond our reasonable control (e.g. acts of God, riot, war, fires, electricity supply failure, government actions, or issues with public communications networks or the internet).

14. Confidential Information

14.1. Each party undertakes to keep any confidential information concerning the other party (including details of its business, affairs, customers, clients, suppliers, plans, or strategy) confidential and not disclose it except as permitted in clause 14.2.

14.2. A party may:

  • 14.2.1. Disclose Confidential Information to its employees, officers, representatives, or advisers who need to know it for performing obligations under this Contract, provided they are informed of its confidential nature;
  • 14.2.2. Disclose Confidential Information as required by law, any court, or any governmental or regulatory authority;
  • 14.2.3. Use Confidential Information only to perform its obligations under this Contract.

14.3. Each party recognises that any breach of this clause may cause irreparable harm, and the non-defaulting party may be entitled to remedies such as specific performance or injunction without needing to prove special damages.

15. Warranties and Indemnities

15.1. We warrant that we will use all reasonable endeavours to provide the Services for the Service Period with reasonable care and skill.

15.2. If there is a breach of the warranty in clause 15.1, provided you notify us promptly and provide sufficient information, we will, at our option:

  • 15.2.1. Use reasonable endeavours to correct the errors in the Services within a reasonable time; or
  • 15.2.2. Terminate this Contract, in which case you may be entitled to a pro-rata refund of any unused Service Period fees.

15.3. To the maximum extent permitted by law, clause 15.2 sets out your sole and exclusive remedy for any breach of the warranty in clause 15.1.

15.4. The warranty in clause 15.1 is subject to you complying with your obligations and using the Services as intended, and does not apply if the error arises due to:

  • 15.4.1. Incorrect access or use of the Services by you;
  • 15.4.2. Access or use of the Services for purposes other than intended;
  • 15.4.3. Modification or alteration of the Services without our written consent;
  • 15.4.4. Use of the Services with incompatible software or equipment;
  • 15.4.5. Any act by a third party (including hacking or introduction of viruses);
  • 15.4.6. Attempted repair, rectification or maintenance by anyone other than us or an authorised third party;
  • 15.4.7. Any breach of this Contract by you; or
  • 15.4.8. Failure to notify us of any error within a reasonable time.

15.5. You acknowledge that we do not give any warranty or representation regarding the Services meeting your individual needs or operating uninterruptedly or free from minor errors or defects.

15.6. Other than as set out in this clause (and subject to clause 11.4), all other warranties, conditions, or obligations (whether express or implied) are excluded to the fullest extent permitted by law.

15.7. You indemnify us (and our sub-contractors) on demand against all claims, actions, costs, expenses, and losses arising from any breach by you of this Contract or failure to comply with your obligations.

16. Notices

16.1. Any notice or communication under this Contract shall be in writing and addressed to the relevant party at its registered office (or other specified address). Notices may be delivered personally, by pre-paid first class post, next working day delivery service, commercial courier, or email to contracts@bluestreamacademy.com (for us) or the email address provided on the Order Form (for you).

16.2. A notice is deemed received: if delivered personally, when left at the address; if sent by post, at 9 am on the second Business Day after posting; if delivered by courier, when the courier’s receipt is signed; or if sent by email, one Business Day after transmission (with a follow-up hard copy if no reply is received within one Business Day).

16.3. These provisions do not apply to the service of legal proceedings or documents.

17. General Matters

17.1. You agree that, except for fraudulent statements, you shall have no remedy for any untrue statement relied on in entering the Contract except for breach of contract.

17.2. We shall not be liable for any breach of contract or performance failure by employees, agents, or third parties.

17.3. If any provision of this Contract is held invalid or unenforceable, the remainder shall continue in full force.

17.4. If any term is held invalid, it shall be severed and the remaining provisions shall continue as if the invalid parts had not been agreed.

17.5. We may assign, subcontract, transfer, mortgage, or otherwise deal with our rights or obligations under this Contract at any time.

17.6. You shall not assign or transfer your rights or obligations under this Contract without our written consent.

17.7. This Contract constitutes the entire agreement between you and us regarding its subject matter and may not be varied except in writing.

17.8. No failure or delay in exercising any right under this Contract shall be deemed a waiver of that right.

17.9. The Contract does not create any partnership, joint venture, franchise, or agency relationship between the parties.

17.10. This Contract does not give rise to any rights for third parties under the Contracts (Rights of Third Parties) Act 1999.

17.11. Any modification or amendment to this Contract shall be effective only if in writing and signed by both parties.

18. Law and jurisdiction

18.1. The Contract and these Conditions shall be governed by the laws of England and Wales, and you and we agree that the courts of England and Wales shall have exclusive jurisdiction over any disputes.

GLOSSARY

Interpretation

In these Conditions the following words and phrases shall have the meanings set out below, unless the context requires otherwise:

  • "Business Days" means a day other than a Saturday, Sunday or bank or public holiday in England;
  • "Charges" means our charges as set out on the Order Form or the Contract and other fees payable in connection with the Services unless otherwise agreed in writing;
  • "Client Material" means any documents, materials, data, or other information provided by you to us or uploaded on any Service (excluding Feedback);
  • "Client Systems" means all software and systems used by or on behalf of you (or your sub-contractors) in connection with the Services;
  • "Company Material" means any documents, Courses, or other materials and data provided by us in relation to the Services;
  • "Conditions" means these terms and conditions and any additional ones referred to in the Contract or appended thereto;
  • "Confidential Information" means any information marked or reasonably assumed to be confidential;
  • "Contract" means the contract between us for the provision of the Services, including these Conditions;
  • "Courses" means the eLearning courses provided by us as part of the Services;
  • "Data Protection Addendum" means our data protection addendum (available here);
  • "Data Protection Legislation" means all applicable data protection and privacy legislation in force in the UK, including the UK GDPR and the Data Protection Act 2018;
  • "Documents" means any map, data, plan, graph, drawing, photograph, film, negative, tape, disc or any device embodying any data;
  • "Feedback" has the meaning given in clause 9.10;
  • "Intellectual Property Rights" means any copyright, patents, know-how, trade secrets, trademarks, design rights, database rights, and similar rights, whether registered or not, including any applications and renewals thereof;
  • "Order Acceptance" means the date the order is accepted by us in accordance with clause 4.3;
  • "Order Form" means the form (electronic or physical) used to order the Services, incorporating these Conditions and the Contract;
  • "Privacy Policy" means our privacy policy (available here);
  • "Protected Data" means the personal data in the Client Materials;
  • "Permitted Purpose" means the use of the Services solely for your own personal learning and development, excluding any commercial exploitation, copying, or redistribution as detailed below:
    • Copying, reproducing, publishing, distributing, broadcasting, transmitting, modifying, adapting, editing, storing, archiving, displaying publicly, selling, licensing, leasing, renting, assigning, transferring, disclosing or commercially exploiting any part of the Services;
    • Permitting any third party to use the Services (including through timesharing or outsourced services);
    • Combining or merging the Services with any other program or service, or creating derivative works based on them;
    • Attempting to reverse engineer, observe, study, test, or decompile the Courses or Services (except as expressly permitted under the Contract).
  • "Services" means the services provided by us as set out in the Order Form;
  • "Service Level Agreement" means our service level agreement (available here);
  • "Service Period" means the period beginning on Order Acceptance during which the Services are provided as set out in the Order Form and as varied in the Contract;
  • "VAT" means Value Added Tax;
  • "Website" means www.bluestreamacademy.com;
  • "Website Terms of Use" means our Website terms (available here).
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