Terms of Service

  1. Interpretation
    1. Definitions
      • Business Day: Any day (excluding Saturdays, Sundays, or public holidays) when banks in London are open for business.‍
      • Commencement Date: The date of the last signature of this agreement.‍
      • Confidential Information: All information of a confidential nature disclosed by one party to the other, whether orally or in writing, relating to operations, methodologies, processes, materials, or other business affairs.‍
      • Force Majeure Event: An event beyond a party’s reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, or failure of utilities.‍
      • Intellectual Property Rights: All intellectual property rights, including copyrights, trademarks, patents, design rights, trade secrets, and know-how, whether registered or unregistered.‍
      • Materials: All content, documents, presentations, or other resources provided.‍
    2. Interpretations‍
      1. References to legislation include subsequent amendments.
      2. Terms such as "including" are illustrative and non-limiting.
      3. References to "writing" include email but not fax.
  2. Interpretation
    1. We grant you a non-exclusive, non-transferable right to access and use the Materials through our hosted platform for the Term, solely for internal business purposes.
    2. You agree to use the Materials in accordance with these Terms of Service and acknowledge that all rights in the Materials remain with us.
    3. We make no warranties regarding the accuracy or completeness of the Materials.
    4. You shall not:
      1. Copy, modify, reverse-engineer, decompile, disassemble, or create derivative works from the Materials;
      2. Redistribute, sub-license, rent, lease, or otherwise transfer the Materials to any third party; or
      3. Use the Materials for any purpose other than internal business operations as permitted under these Terms of Service.
    5. Any unauthorized use of the Materials will be considered a material breach of these Terms of Service and may result in immediate termination without prejudice to our other rights or remedies
  3. Our Obligations
    1. We shall:
      1. Provide you with access to the Materials via our hosted platform.
      2. Ensure the Materials are updated as necessary, at no additional cost, and notify you of material changes.
      3. Offer technical support for accessing the Materials during normal business hours.
  4. Your Obligations
    1. You shall:
      1. Use the Materials solely for your internal business purposes.
      2. Not reproduce, alter, or modify the Materials without prior written consent from us.
      3. Not disclose the Materials to any third party without our written permission.
      4. Ensure that any of your employees accessing the Materials comply with these Terms of Service.‍
  5. Intellectual Property‍
    1. We retain ownership of all Intellectual Property Rights in the Materials. You assign to us any rights that vest in you by operation of law. You acknowledge that all Intellectual Property Rights in the Materials remain our sole property. This includes any modifications, adaptations, or derivative works created in breach of these Terms of Service, which shall automatically vest in us.
    2. In the event of suspected or confirmed infringement of our Intellectual Property Rights, you shall cooperate fully in investigating and rectifying such infringement, including the removal of unauthorized copies and implementation of corrective measures as directed by us.
    3. You shall not claim ownership of any Intellectual Property Rights belonging to us.
    4. Any modifications to the Materials must be performed solely by us.
    5. We indemnify you against claims that the Materials infringe third-party Intellectual Property Rights, provided you:
      1. Notify us promptly of any such claim;
      2. Do not settle or admit liability without our consent; and
      3. Allow us to manage the defense of the claim.‍
  6. Data Protection & Processing‍
    1. Roles & Responsibilities
      • You act as the Data Controller and are responsible for determining the lawful basis for processing learner data.
      • We act as the Data Processor and process personal data only as specified in this agreement.
      • LearnWorlds (LearnWorlds(CY) Ltd., a limited company registered in Cyprus under company number HE380294) is the sub-processor, hosting learner usage and completion data on its platform.
    2. Types of Data Processed
      1. We will collect only the email address of the seat manager for account setup purposes.
      2. Emails and names of users added to the platform by the seat manager will be visible in the platform but will not be processed by us. These details are hosted and processed by LearnWorlds.
    3. Purpose & Scope of Processing
      1. Data will be processed only for learning analytics, reporting, and compliance monitoring.
      2. We will not use learner data for any other purposes, including marketing or commercial exploitation.
      3. Data will be hosted on the LearnWorlds platform, which provides secure storage, analytics, and reporting tools for learner progress tracking.
    4. Data Security & Confidentiality
      1. We commit to implementing appropriate technical and organizational security measures, including:
        1. Access Controls – Limiting access to authorized personnel on a need-to-know basis.
        2. Encryption & Secure Transmission – Ensuring data is encrypted during storage and transfer.
        3. Confidentiality Agreements – Ensuring all personnel handling learner data are bound by confidentiality obligations.
      2. We will not use learner data for any other purposes, including marketing or commercial exploitation.
      3. Data will be hosted on the LearnWorlds platform, which provides secure storage, analytics, and reporting tools for learner progress tracking.
    5. Sub-Processing & Hosting
      1. We use LearnWorlds as a sub-processor for hosting and analyzing learner data.
      2. LearnWorlds is GDPR-compliant and implements industry-standard security measures.
      3. You will be notified of any changes to sub-processors.
    6. Data Retention & Deletion
      1. Learner data will be retained only for the duration of the contract.
      2. Upon contract termination, data will be deleted or returned at your request.
      3. We will ensure secure deletion of data from all systems after retention periods expire.
    7. Data Breach Notification
      1. In the event of a data breach, we will notify you within 24 hours of becoming aware of the incident.
      2. The notification will include:
        1. Nature of the breach.
        2. Data categories affected.
        3. Steps taken to mitigate the risk.
        4. Recommendations for you regarding affected users.
        5. We will cooperate fully in any regulatory reporting obligations.
      3. We will ensure secure deletion of data from all systems after retention periods expire.
    8. Data Subject Rights
      1. Learners (data subjects) can exercise their GDPR rights (e.g., access, rectification, erasure, restriction) via you.
      2. We will assist you in fulfilling any data subject requests within reasonable timeframes.
    9. Compliance & Audits
      1. You have the right to request an audit or evidence of compliance with GDPR obligations.
      2. We will provide documentation of security controls and processing activities upon request.‍
  7. Requests for Changes, Additions, and Customisation‍
    1. You may request:
      1. Development of new or additional content modules.
      2. Quarterly or ad-hoc content updates and enhancements.
      3. Integration support or customisations (e.g., branding, reporting).
    2. Requests must be submitted in writing to learning@greenworkx.org and the designated account manager.
    3. We will respond within 5 business days with a proposal outlining:
      1. Scope and timelines.
      2. Associated costs and billing impacts.
    4. You must confirm acceptance of the proposal in writing. We will implement changes according to the agreed timelines, and any delays will be promptly communicated.‍
  8. Commercial Terms and Billing‍
    1. Additional Charges
      Requests for extra seats, new content, or premium features will be billed per the agreed rates specified in response to your request.
    2. Billing and Payment Terms
      Invoices are due within 30 days of receipt, and payment delays beyond 30 days may incur interest at 0.5% per month.‍
  9. Term and Termination‍
    1. These Terms of Service shall commence on the Commencement Date and continue for a period of 12 months unless terminated earlier in accordance with Clause 9.2.
    2. Either party may terminate these Terms of Service with 3 months' written notice. Either party may terminate immediately if the other party:
      1. Materially breaches these Terms of Service and fails to remedy the breach within 10 Business Days of notice; or
      2. Becomes insolvent.
    3. Upon termination, you shall immediately cease using the Materials and return or destroy all copies.‍
  10. Limitation of Liability‍
    1. Nothing in these Terms of Service limits liability for death, personal injury caused by negligence, or fraud.
    2. Subject to Clause 10.1, our liability to you shall not exceed £1,000 in aggregate. We shall not be liable for indirect or consequential losses.
    3. You indemnify us against claims, losses, or damages arising from misuse of the Materials.‍
  11. Force Majeure‍
    1. Neither party shall be liable for delays or non-performance caused by a Force Majeure Event. If such an event lasts more than 60 days, either party may terminate these Terms of Service with written notice.‍
  12. General‍
    1. Assignment: You may not assign these Terms of Service without our prior written consent.
    2. Confidentiality: Each party agrees to keep the other’s Confidential Information confidential, except as required by law or with the other party’s consent.
    3. Entire Agreement: These Terms of Service constitute the entire understanding between the parties concerning its subject matter and supersede all prior agreements, representations, or understandings.
    4. Notices: Notices must be in writing and sent to the addresses specified in the signature block, by hand, email, or recorded delivery.
    5. Governing Law and Jurisdiction: These Terms of Service are governed by the laws of England and Wales. Disputes shall be resolved exclusively in the courts of England and Wales.