MSA – Canada

1. Definitions
1.1 In these Terms and Conditions:

Customer means the licensee of the Services

Customer Content means any content and/or materials created or made available
by the Customer and/or its Users through the Platform or through use of the
Software, including any contributions made by Users, and any substantial
amendments or changes to other Content;

Customer Materials means any training and development records, scores, data,
statistics and any other information and related materials directly or indirectly made
available, provided by or input by the Customer and/or the Users;

Commencement Date shall be as set out in an Order;

Confidential Information means any information (in any media and whether or not
stated to be confidential or marked as such) data, designs, drawings, documents,
specifications, software listings, source or object codes relating to the Supplier, any
Intellectual Property Rights, and any information which relates to the business,
affairs, activities, financial position, trade secrets, know how, personnel or suppliers
of any party and the Software;

Contract means each contract between the Supplier and the Customer for the
supply of the Services expressly agreed in writing by the Supplier and signed by an
officer of the Supplier, and incorporating these Terms and Conditions, the website
usage policy, privacy policy and technical specifications as specified in clause 2.3
below and an accepted Order;

Content means any content or materials accessible through or available on the
Platform, other than Customer Content;

Fee means the charges specified in an Order for the provision of the Services or as
otherwise communicated to the Customer in writing by the Supplier from time to
time;

Initial Term means the initial term as set out in an Order;

Intellectual Property Rights means patents, utility models, rights to inventions,
copyright and neighbouring and related rights, moral rights, trademarks and service
marks, business names and domain names, trade dress, goodwill and the right to
sue for passing off or unfair competition, rights in designs, rights in computer
software, database rights, rights to use, and protect the confidentiality of,
confidential information (including know-how and trade secrets), and all other
intellectual property rights, in each case whether registered or unregistered and
including all applications and rights to apply for and be granted, renewals or
extensions of, and rights to claim priority from, such rights and all similar or
equivalent rights or forms of protection which subsist or will subsist now or in the
future in any part of the world;

Modification means any new version of the Software and any release of the
Software which corrects faults, adds functionality or otherwise amends or upgrades
the Software, in each case which the Supplier agrees (in its sole discretion) to make
available to the Customer. For the avoidance of doubt, the parties acknowledge that
the Supplier is not under any obligation to make Modifications available;

Order means each of Customer’s order(s) for the Services under these Terms and
Conditions, in each case being on the order form provided by the Supplier and
mutually executed by the parties;

Platform means a the platform for which hosts and from which Customer accesses
the Services;

Services means the provision of training and e-Learning content services to be
supplied by the Supplier to the Customer pursuant to a Contract as set out in the
Order;

Software means the software to be supplied by the Supplier as part of the Services
pursuant to a Contract as set out in the Specification, together with any related
documentation and/or user manual and any Modifications and references to the
Software include reference to any part(s) thereof;

Specification means the specific list of the Services and Software being licensed by
Customer as set forth in an Order;

Supplier means Learning Pool Canada Inc., a Canadian corporation, with its
registered office at 201 Osage Lane, Suite2, Waynesboro, VA 22980;

Term means the Initial Term and thereafter from year to year, subject to earlier
termination in accordance with these Terms and Conditions and for the avoidance of
doubt an Order may set out a different Initial Term for different elements of the
Services and in such cases references herein to the Term and/or Initial Term shall be
a reference to the Term and/or Initial Term for the relevant element of the Services;

Terms and Conditions means the terms and conditions set out in this document as
amended from time to time in accordance with clause 2 ;

Users shall have the meaning set out in the Specification;

Working Day means a day other than Saturday or Sunday or a US federal holiday.

2. Contract
2.1 All Services are provided pursuant to one or more Orders. An Order constitutes an
offer by the Customer to purchase Services in accordance with these Terms and
Conditions.
2.2 An Order shall only be deemed to be accepted when the Supplier issues written
acceptance of the Order at which point and on which date a Contract shall come
into existence. Each accepted Order shall form a separate Contract.
2.3 These Terms and Conditions, an accepted Order , together with the website usage
and privacy policy, the technical specifications and fair usage policy (as set out at
https://learningpool.com/privacy-policy-canada/,
https://learningpool.com/technical-requirements/ and
https://learningpool.com/fair-usage-policy/) contains the entire agreement between
the parties with respect to its subject matter and may not be varied except by a
written agreement between the parties. If there is any conflict between any of the
provisions of these Terms and Conditions and an Order, the terms of the Order shall
take precedence.
2.4 These Terms and Conditions apply to each Contract to the exclusion of any other
terms that the Customer seeks to impose or incorporate or which are implied by
law, trade custom, practice, or course of dealing.
2.5 The Supplier reserves the right to amend the Services if necessary to comply with
any applicable law or regulatory requirement, or if the amendment will not
materially affect the nature or quality of the Services.

3. Provision and Usage of the Services
3.1 The Customer shall not permit any other persons other than the Users to use the
Services unless the Customer has obtained prior written consent from the Supplier.
The Customer shall be solely responsible for the Customer Content and/or Content
that is made available to such Users.
3.2 The Customer shall not, nor permit or allow the Users or others to:
3.2.1 permit, facilitate or assist a third party (other than the Users) to use or
access the Services; or
3.2.2 make the Software available to or use the Services on behalf of or for the
benefit of any third party (other than the Users) in any way whatsoever; or
3.2.3 reverse engineer, decompile, disassemble, amend, modify, vary, adapt,
translate, create derivative works based on the Services, or perform any
similar type of operation on the Software for any purpose; or
3.2.4 sub-license, assign, rent, lease or transfer the license, the rights granted to
the Customer, or the Software or make or distribute copies of the Software
or any Content except as permitted by the relevant Contract; or
3.2.5 vary, delete or obscure any notices of proprietary rights or any product
identification or restrictions; or
3.2.6 use the Services to store or transmit infringing, libelous or otherwise
unlawful or tortious material or to store or transmit material in violation of
third party privacy rights; or
3.2.7 interfere with or disrupt the integrity or performance of the Services or the
data contained therein; or
3.2.8 attempt to gain unauthorized access or attempt to exceed authorized access
to the Services or its or their related systems or networks; or
3.2.9 make login IDs or passwords available to any third party (other than to the
User for which such login ID or password applies); or
3.2.10 carry out itself, or request, permit or authorize any third party to provide
any support or maintenance services in respect of the Services unless it has
obtained the Supplier’s prior written consent.
3.3 The Customer shall be responsible for monitoring any Customer Content and
Customer Materials, including without limitation any comments made by its Users
and shall be responsible for deleting anything which does not comply with clause 3.4
or otherwise comply with the relevant Order. The Supplier shall not be responsible
or liable for the content of any Customer Content or Customer Materials. The
Supplier does not control the submission of content but reserves the right (without
any obligation to do so) to monitor delete, move and edit any Content, Customer
Content or Customer Materials.
3.4 The Customer shall ensure that any Customer Content and/or Customer Materials
shall not:
3.4.1 infringe or violate someone else’s rights; or
3.4.2 contain or link to any unlawful, threatening, harassing, libelous, harmful,
vulgar, obscene, abusive, defamatory, indecent material, material which is
deliberately intended to upset other users, or which is otherwise
objectionable or breaches any law; or
3.4.3 encourage conduct that constitutes a criminal offense or otherwise
breaches any applicable laws regulations or codes of practice; or
3.4.4 contain any material which the Customer does not have permission to use
(including material which may be protected by copyright, trademarks,
database rights or any other form of Intellectual Property Rights); or
3.4.5 contain viruses, malicious code, or any other components with harmful or
contaminating effects; or
3.4.6 contain unauthorized commercial communications (such as spam); or
3.4.7 contain false or misleading information; or
3.4.8 be used to bully or harass anyone; and
3.4.9 the Customer must not and shall procure that the Users shall not use the
Software or the Services, for anything unlawful, misleading, malicious or
discriminatory.
3.5 The Customer shall during the Term effect and maintain adequate security measures
to safeguard the Software and the Services from access or use by any unauthorized
person, shall retain same and all copies thereof under the Customer’s effective
control and shall maintain a full and accurate record of the Customer’s copying of
any materials provided and produce such record to the Customer on request from
time to time.
3.6 Where the Specification sets out a maximum number of Users, the Customer shall
pay an additional charge for each additional User.
3.7 The Specification sets out the storage limit that applies in relation to the Customer’s
use of Learning Locker (if applicable). If the Customer exceeds the storage limit the
Customer shall pay an additional charge beyond such maximum at Supplier’s list
rates.
3.8 The Supplier may limit the amount of data a Customer can save to other Services
other than Learning Locker in accordance with the fair usage policy set out at
https://learningpool.com/fair-usage-policy/. The amount of storage will depend on
the type of contract and number of users. The Customer can request the size of its
data storage from Supplier’s service desk. The Customer can also free up storage by
removing data, or alternatively the Customer can request the Supplier to assist with
its clean-up service. If the Supplier detects that the Customer structurally saves
more data than the Supplier, at its sole discretion, considers to be fair and normal,
the Supplier will contact the Customer to discuss and both parties will agree to a
resolution. It may be possible to expand a Customer’s storage subject to payment of
an agreed upon fee.
3.9 The Customer shall notify the Supplier immediately if it becomes aware of any
unauthorized use of the whole or any part of the Software and/or Services by any
person.

4. Term and Termination
4.1 The term of the Order shall commence on the Commencement Date and shall
continue for the Term subject to earlier termination in accordance with these Terms
and Conditions or the Order.
4.2 The Customer may terminate a Contract on expiry of its Initial Term by giving at least
two months’ notice in writing prior to expiry of its Initial Term.
4.3 Unless otherwise agreed in writing, after expiry of its Initial Term, a Contract shall
continue from year to year and the Customer may terminate the contract by giving
written notice at least one month prior to each anniversary that follows the end of
the Initial Term.
4.4 Without affecting any other right or remedy available to it, the Supplier may
terminate and Order or these Terms and Conditions with immediate effect by giving
written notice to the Customer if:
4.4.1 the Customer fails to pay the Fee in accordance with the relevant Contract
(time being of the essence) or is otherwise in material breach of these Terms
and Conditions (as determined by the Supplier acting reasonably); or
4.4.2 the Customer takes any step or action in connection with its entering
administration, provisional liquidation or any composition or arrangement
with its creditors (other than in relation to a solvent restructuring), being
wound up (whether voluntarily or by order of the court, unless for the
purpose of a solvent restructuring), having a receiver appointed to any of its
assets or ceasing to carry on business or, if the step or action is taken in
another jurisdiction, in connection with any analogous procedure in the
relevant jurisdiction; or
4.4.3 the Customer suspends, or threatens to suspend, or ceases or threatens to
cease to carry on all or a substantial part of its business or
4.5 in the event of a change of Control of the Customer that results in a competitor of
the Supplier assuming control of the Customer’s business. For the purposes of these
Terms and Conditions, “Control” means, in relation to your body corporate, the
ability of a person to ensure that the activities and business of the body corporate
are conducted in accordance with the wishes of that person, and a person shall be
deemed to have control of the body corporate if that person (directly or indirectly);
4.5.1 possesses, is entitled to acquire or has the ability to control the majority of
the issued share capital or voting rights in the body corporate;
4.5.2 has the right to receive the majority of the income of the body corporate on
any distribution by it of all of its income or the majority of its assets on a
winding up; or
4.5.3 has the right to appoint a majority of the body corporate‘s directors or
otherwise determine the decisions of the board of directors.
4.6 The Supplier may (without limiting any other remedy) at any time terminate a
Contract by giving written notice to the Customer if the Customer commits any
material breach of that Order or these Terms and Conditions and (if capable of
remedy) fails to remedy the material breach within 30 days after being required by
written notice to do so.
4.7 Without affecting any other right or remedy available to it, the Supplier may
suspend the supply of Services under an Order between the Customer and Supplier
if the Customer fails to pay any amount due under that Contract on the due date for
payment (time being of the essence), the Customer becomes subject to any of the
events listed in clause 4.4 above, or the Supplier reasonably believes that the
Customer is about to become subject to any of them.
4.8 The Customer may terminate an Orderby giving written notice to the Supplier if the
Supplier commits a material breach of that Order and (if capable of remedy) fails to
remedy the breach within 30 days after being required by written notice to do so.
4.9 Failure or delay by the Supplier in enforcing or partially enforcing any provision of a
Contract will not be construed as a waiver of any of its rights under the Contract.
4.10 Any waiver by the Supplier of any breach of, or any default under, any provision of a
Contract will not be deemed a waiver of any subsequent breach or default and will
in no way affect the other terms.
4.11 The termination of an Order for any reason shall not affect any accrued right or
liability of either party and shall not affect any other right or remedy of either party.
Each right or remedy is without prejudice to any other right or remedy whether
under these Terms and Conditions or not.
4.12 Termination of one Contract for any reason shall not affect any other Contract.
4.13 Upon termination of a Contract by the Customer in accordance with clause 4.8 , the
Supplier shall be liable to refund to the Customer the portion of the Fee as
represents the unexpired term calculated on a monthly pro rata basis and this shall
be the Customer’s sole remedy.
4.14 The termination of a Contract shall not affect:
4.14.1 any payment which is owing by either party to the other; or
4.14.2 any provision of these Terms and Conditions which is expressed to come
into force or continue in force on or after termination.
4.14.3 Upon termination the Customer shall no longer have access to any Content,
or any Customer Content and Customer Materials stored through the
Services pursuant to that Contract. It is the Customer’s responsibility to
ensure any Customer Materials and Customer Content are appropriately
saved or backed up elsewhere both on an ongoing basis during the Term
and on termination or expiry of an Order(subject to clause 4.14 below).
4.15 Upon termination of a Contract the Customer shall and shall procure that the Users
immediately cease to use the Services provided pursuant to that Contract. The
Customer shall and shall procure that the Users delete the Software, any cache or
store of Content held by it and any Confidential Information obtained or produced in
the course of use of the Services pursuant to that Contract (in whatever form and
whether or not same is incorporated into other documentation) and, if requested by
the Supplier, shall certify in writing that this has been done. Where a subscription to
Supplier product is terminated for any reason the Customer must remove all
Content, Customer Content and any e-learning modules in each case that originated
from a Learning Pool product, or that are based on or incorporate any Content from
a Learning Pool product, from their system (including without limitation their
Learning Management System, intranet and/or website) and including without
limitation any content that the Customer may have customized from catalogue
modules.

5. Payment
5.1 As consideration for the provision of the Services, the Customer shall pay the Fee to
the Supplier. Payment of the Fee (including tax where applicable) is due within 30
days of the date of the Supplier’s invoice unless otherwise specified in writing by the
Supplier. Time for payment shall be of the essence and no payment shall be deemed
to have been received until the Supplier has received cleared funds.
5.2 Unless otherwise agreed in writing the Supplier will issue invoices in respect of the
Fee annually in advance on the Commencement Date and each anniversary thereof
during the Term.
5.3 The Supplier may review and increase the Fee from time to time after the expiration
of the Initial Term. The Supplier will give at least 60 days written notice of any
increase to the Customer and the next payment will be at the new level.
5.4 Not withstanding the Supplier’s rights under clause 5.3 , the Fee will increase with
effect from the expiration of the Initial Term in line with the percentage increase in
the Consumer Price Index over the preceding term, and the first such increase shall
take effect on the expiry of the Initial Term.
5.5 All payments payable to the Supplier under a Contract shall become due
immediately upon termination of the Contract despite any other provision.
5.6 The Customer shall make all payments due under a Contract without any deduction
whether by way of set-off, counterclaim, discount, abatement or otherwise unless
the Customer has a valid court order requiring an amount equal to such deduction
to be paid by the Supplier to the Customer.
5.7 If the Customer fails to pay in full on the due date for payment any amount which is
payable to the Supplier pursuant to a Contract then, without limiting any other
rights the Supplier may have any amount not paid when due shall bear a late
payment charge, until paid, at the rate of 1.5% per month (or portion thereof) or, if
lesser, the maximum amount permitted by law..
5.8 If the Supplier has to refer unpaid invoices to its legal representatives as well as
recovering the invoiced amount and interest it will seek to recover any legal or
collection fees incurred.

6. Ownership and Rights
6.1 The Software, the Platform, the Content and all Intellectual Property Rights in
respect of same or arising out of or in connection with the Services (other than in
respect of the Customer Content) shall belong exclusively to the Supplier. Nothing in
any Contract shall function to transfer any Intellectual Property Rights to the
Customer and all rights not expressly granted to the Customer are reserved by the
Supplier.
6.2 Provided that the Customer has paid the applicable Fee, the Supplier grants to the
Customer a worldwide, non-exclusive, royalty-free license during the Term to use
(and permit the Users to use) the Services and the Software subject to any maximum
number of Users and, where applicable, data storage and transfer limitations in
accordance with the fair usage policy set out at https://learningpool.com/fair-usage-
policy/. The Customer shall be responsible for all Users’ compliance with all
Contracts and is liable for the acts and omissions of all Users.
6.3 The Customer, as legal and beneficial owner, hereby irrevocably and unconditionally
grants to the Supplier a worldwide, non-exclusive, royalty free license to access and
use any Customer Content and Customer Materials and any Intellectual Property
Rights in respect of same during the Term for the purposes of providing the Services
(which includes the right to collect, duplicate, rearrange, adapt, store, sort, process,
analyze, present and use the Customer Materials and Customer Content in
conjunction with the Software), complying with any Contract, responding to service
or technical problems or Customer requests.

7. Warranties and Undertakings
7.1 The Customer hereby undertakes, agrees and warrants as follows:
7.1.1 subject to clause 7.1.2 below, that the Customer Content does not contain
any personal data and that the Customer shall protect personal data in
accordance with industry standards and will ensure the reliability of its staff
and Users who have access to data (and that all necessary steps and
procedures have been undertaken to anonymize data where appropriate);
and
7.1.2 that any authors of the Customer Content and Customer Materials have
given their consent to such publication, use and processing; and
7.1.3 it owns or has obtained valid licenses to use any Intellectual Property Rights
necessary for the fulfilment of its obligations hereunder and otherwise in
respect of the Customer Content and Customer Materials including without
limitation the obligations under clause 6 ; and
7.1.4 that the Customer Content and Customer Materials will not infringe any
Intellectual Property Rights and it is legal to use same as envisaged by these
Terms and Conditions; and
7.1.5 that it has (and will continue to have) all necessary licenses, rights, consents,
and permissions which are required to grant the license in clause 6.3 ; and
7.1.6 that it shall and shall procure that the Users shall comply with all applicable
laws, statutes, regulations and codes from time to time in force; and
7.1.7 to ensure that, prior to use of the Software and/or Services by the Users all
such Users are notified of these Terms and Conditions and the terms of the
relevant Contract; and
7.1.8 that the signatory to the relevant Contract for and on behalf of the
Customer is authorized and fully empowered to execute on its behalf.
7.2 The Customer accepts that the Supplier shall have no liability whatsoever for any
Customer Content or Customer Materials and that the Customer accepts full
responsibility and liability for any Customer Content or Customer Materials.
7.3 The Customer shall indemnify and keep the Supplier fully and effectually
indemnified against all claims, costs, demands, actions, expenses (including but not
limited to legal costs and disbursements on an attorney and Customer basis), losses
and damages arising from or incurred by reason of any breach of this clause 7 .

8. Data Protection

8.1 The parties shall be in material compliance with data privacy legislation applicable to
such party’s obligations under these Terms and Conditions.
8.2 Without prejudice to the generality of clause 8.1 , the Customer will ensure that it
has all necessary and appropriate consents and notices in place to enable lawful
transfer of any personal data to the Supplier. The Customer shall indemnify and
keep the Supplier fully and effectually indemnified from and against any actions,
losses, demands, liabilities and expenses (including without limitation any legal
costs) arising out of any breach or non-performance by the Customer of this clause
8 .
8.3 The Supplier will only use, access and store personal data to the extent, and in such
a manner, as is necessary for the provision of the Services, in accordance with
Supplier’s then-current Privacy Policy, or in accordance with the Customer’s written
instructions from time to time, unless required by applicable laws to otherwise use,
access or store personal data.
8.3.1 Type of personal data such as name, email address and department,
Customer Data uploaded to Learning Pool platforms for the purposes of
learning, technical data such as IP address, browser type and version,
location, operating system/platform, usage data on how Users use the
Supplier’s services.
8.3.2 Categories of data subjects: The data subjects may include Customer’s
employees, suppliers and end-users.
8.3.3 For the avoidance of doubt, the Supplier shall be entitled to collect
anonymous and/or aggregated data regarding the Customers’ employees,
suppliers and end-users use of the Services, provided that no individual
natural person can be identified from such data (“Aggregate Data”). The
Aggregate Data will be used to analyze behaviour, trends and needs and to
improve, and enhance the Services and for other development, creation of
new features, diagnostic and corrective purposes in connection with the
Services. The Supplier shall own all right, title and interest in and to the
Aggregate Data and such Aggregate Data will not be subject to this clause 8 .
8.3.4 The Supplier shall also be entitled to use any information submitted by
Customers’ employees, suppliers and end-users to provide further
information about the products/services it offers, unless the relevant
employee/supplier/end-user has opted out.
8.4 The Supplier must at all times implement appropriate technical and organizational
measures to ensure a level of security appropriate to the risk of accidental or
unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the
data, and taking into account the nature of the data to be protected having regard
to the state of technological development and the cost of implementing any
measures. Such measures may include, where appropriate, pseudonymizing and
encrypting personal data, ensuring confidentiality, integrity, availability and
resilience of its systems and services, ensuring that availability of and access to
personal data can be restored in a timely manner after an incident, and regularly
assessing and evaluating the effectiveness of the technical and organizational
measures adopted by it.
8.5 The Supplier will reasonably assist the Customer, at the Customer’s cost, in
responding to any reasonable request from a data subject and in ensuring
compliance with its obligations under applicable data privacy legislation with respect
to security, breach notifications, impact assessments and consultations with
supervisory authorities or regulators, taking into account the nature of the Supplier’s
use, access and storage and the information available to the Supplier.
8.6 The Supplier shall notify the Customer without undue delay on becoming aware of a
personal data breach.
8.7 On termination of a Contract for any reason the Supplier will securely delete or
destroy or, if directed in writing by the Customer, return and not retain all or any
personal data related to the Contract in its possession or control unless required by
applicable law to store the personal data.

9. Virus and Firewall
9.1 The Supplier confirms that the Software includes virus checking capabilities in line
with reasonable industry practice; however, the Supplier recommends that the
Customer carries out its own virus checks. The Customer is responsible, in
accordance with commercially reasonable industry standards, for virus checking the
Customer Content and Customer Materials it uploads and any programs, macros,
data files or other material accessed through the software.
9.2 The Supplier does not warrant that the Software is free of viruses or other harmful
components nor that the function contained in the materials will be uninterrupted
or error free or that defects will be corrected. If the Supplier becomes aware of a
virus or harmful component in the Software, it will use reasonable endeavours to
correct this in a timely manner.
9.3 The Customer is responsible for ensuring it has adequate firewall protection or such
other network security system used to restrict external or internal traffic as
appropriate and the parties agree that the Supplier shall have no liability for any
loss, damage, costs or expenses incurred by the Customer due to a virus or other
network security failure howsoever caused.
9.4 The Customer will indemnify and keep the Supplier fully and effectually indemnified
for any costs, losses damages or expenses the Supplier incurs as a result of a virus
introduced into the Services, Software, or the data contained therein by the
Customer or the Users due to any failure to comply with clauses 9.1 and 9.3 .

10. Warranties and Warranty Disclaimers
10.1 Any Content provided is intended for use as an educational tool and is not to be
taken as a definitive guide to legislation or good practice. Reference to the Content
is not a substitute for obtaining legal advice or referring to the appropriate national
and local policy guidance, legislation or regulation.
10.2 The Services may contain links to other web sites and resources, either directly or
through frames and the Software duplicates and collects data from such other
websites and resources. Independent third parties provide these sites and the
Supplier is not responsible and shall not be liable for the availability or content of
these outside resources or data obtained from same and does not give any warranty
or guarantee in relation to such content or the accuracy, integrity or quality of same.
10.3 The Services may contain content provided/posted by other Users and also bulletin
boards, discussion groups and other public areas that allow feedback and/or
interaction between Users. The opinions, advice and statements contained in
content provided/posted are those of such Users and not those of the Supplier. The
Supplier does not endorse any material published by other Users and does not give
any warranty or guarantee in relation to such content or the accuracy, integrity, or
quality of same. The Supplier does not monitor Customer Content.
10.4 While any Content created solely by the Supplier will be accurate at the time of
posting, and the Supplier will use reasonable efforts to update same in a timely
fashion, the Supplier makes no warranty regarding the continued accuracy of same.
10.5 EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN THESE TERMS AND
CONDITIONS, ALL WARRANTIES, CONDITIONS AND OTHER TERMS IMPLIED BY
STATUTE OR COMMON LAW OR OTHERWISE ARE, TO THE FULLEST EXTENT
PERMITTED BY LAW, EXCLUDED FROM THESE TERMS AND CONDITIONS AND FROM
ANY CONTRACT.

11. Limitation of Liability
11.1 The following provisions set out the entire financial liability of the Supplier to the
Customer in respect of:
11.1.1 any breach of Contract; and
11.1.2 any representation, statement or tortious act or omission including
negligence arising under or in connection with any Contract.
11.2 Nothing in these Terms and Conditions excludes or limits the liability of the Supplier
for death or personal injury caused by the Supplier’s negligence.
The Customer’s attention is in particular drawn to the provisions of clauses 11.3
and 11.4 .
11.3 Subject to clauses 10.5 and 11.2 , THE SUPPLIER’S TOTAL LIABILITY IN CONTRACT,
TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY),
MISREPRESENTATION OR OTHERWISE, ARISING IN CONNECTION WITH THE
PERFORMANCE OR CONTEMPLATED PERFORMANCE OF A CONTRACT SHALL BE
LIMITED TO THE FEES ACTUALLY PAID TO SUPPLIER IN THE 12 MONTHS PRIOR TO
THE ISSUE GIVING RISE TO THE LIABILITYUNDER [AND SUBJECT TO THAT OVERALL
LIMIT TO THE PART OF ANY LOSS SUFFERED WHICH IS PROPORTIONATE TO ITS
RESPONSIBILITY; AND
11.4 NOTWITHSTANDING ANY OTHER PROVISION OF ANY CONTRACT, THE SUPPLIER
SHALL NOT BE LIABLE TO THE CUSTOMER FOR:

(A) LOSS OF PROFIT;
(B) LOSS OF BUSINESS;
(C) DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES;
(D) LOSS OF ANTICIPATED SAVINGS;
(E) LOSS OF GOODS;
(F) LOSS OF CONTRACT;

Click or tap here to enter text.

(G) LOSS OF USE;
(H) (SUBJECT ALWAYS TO CLAUSE 8.4 ) LOSS OR CORRUPTION OF DATA
OR INFORMATION; OR
(I) ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PURE ECONOMIC
LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES;

11.5 The Customer acknowledges and agrees that the limitations and exclusions
contained in this clause 11 are reasonable in light of all the circumstances.
11.6 The Supplier shall not be liable to the Customer or be deemed to be in breach of
contract by reason of failure to comply with the Supplier’s system requirements
from time to time as set out at https://www.learningpool.com/technical-
requirements/.

12. Customer Indemnity
12.1 The Customer shall indemnify and keep the Supplier fully and effectually
indemnified against all claims, costs, proceedings, demands, losses, damages or
liabilities arising as a result of any breach or non-performance by the Customer of
any of these Terms and Conditions or the relevant Contract including without
limitation a breach by the Customer of its obligations under applicable data privacy
legislation, that the Customer Content, Customer Materials or Customer’s use of the
Software and/or Services infringes the rights of or has otherwise harmed a third
party.

13. Force Majeure
The Supplier reserves the right to delay or suspend provision of the Services (without liability to the
Customer) if it is prevented from or delayed in the carrying on of its business or performance of its
obligations under a Contract due to circumstances beyond its reasonable control including, without
limitation, acts of God, governmental actions, imposition of sanctions, embargo or breaking off of
diplomatic relations, nuclear, chemical or biological contamination or sonic boom, collapse of
buildings, terrorist attack, civil war, war or national emergency, threat or preparation for war, armed
conflict, riot, civil commotion, fire, explosion, accident, flood or other weather event, drought,
earthquake or other natural disaster, epidemic, pandemic, disease, infestation, restrictions on
transport or movement, lock-outs, strikes or other labor disputes (whether or not relating to either
party’s workforce), or restraints or delays affecting carriers non-performance by suppliers or
subcontractors and interruption or failure of utility service provided that, if the event in question
continues for a continuous period in excess of 90 days either party shall be entitled to give notice in
writing to the other party to terminate the Contract.

14. Service Levels
14.1 Subject to clause 14.2 below, the Supplier will use reasonable endeavours to comply
with the service levels set out at https://www.learningpool.com/what-happens-
when-i-contact-support/
14.2 Access to the Service may occasionally be restricted to allow for repairs,
maintenance or the introduction of new facilities or services.
14.3 The parties agree and acknowledge that the Supplier is unable to guarantee or
predict the speed of operation of software, tools or download times.
14.4 The above provisions of this clause are subject in each case to the Customer
providing at its own expense access to the appropriate Customer personnel and
suitable access (including without limitation remote access and access to premises)
to the Customer’s facilities and systems and that the Customer make available such
passwords as may be required and sufficient material, information and assistance to
enable the Supplier to provide the Services in accordance with the relevant Contract.
The Customer shall ensure the accuracy of all such information.

15. Notices
15.1 A notice relating to a Contract will be validly given only if it is in writing and
delivered personally or by courier, or sent by first class mail (or air mail if overseas),
recorded delivery, or electronic mail, to the party in question (marked for the
attention of the person specified in the relevant Order, or such other officer of that
party as is notified to the other party in writing for this purpose) at the address or
email address set out in the Contract or such other address or email address as the
party in question may specify by notice.
15.2 In the absence of evidence of earlier receipt, a notice is deemed given:
15.2.1 if delivered personally or by courier, when left at the relevant address;
15.2.2 if sent by post, two days (excluding Saturdays, Sundays and public holidays)
after posting it (exclusive of the day of posting) or if sent by air mail, six days
after posting it (exclusive of the day of posting); and
15.2.3 if sent by electronic mail, on a Working Day prior to 4.00 pm, at the time of
transmission or sending and otherwise on the next Working Day even if the
sending party receives a machine-generated message that delivery has
failed provided that said party also no later than two business days after
sending the email message deliver that notice by courier.
15.3 Each party shall immediately give notice to the other of a change in its address or
email address.

16. Confidentiality
16.1 Each party undertakes that it shall not at any time during the Term, and for a period
of five years thereafter, disclose to any person any Confidential Information except
(1) as permitted by clause 8 , clause 17 or this clause and (2) for the obligations of
confidentiality regarding the parties’ trade secrets, which will survive indefinitely.
16.2 Each party may disclose the other party's confidential information:
16.2.1 to its employees, officers, representatives, subcontractors or advisers who
need to know such information for the purposes of carrying out the party's
obligations under the relevant Contract. Each party shall ensure that its
employees, officers, representatives, subcontractors or advisers to whom it
discloses the other party's confidential information comply with this clause
16 ; and
16.2.2 as may be required by law, a court of competent jurisdiction or any
governmental or regulatory authority.
16.3 Neither party shall use the other party's confidential information for any purpose
other than to perform its obligations under a Contract.
16.4 The Supplier may wish to seek publicity for work undertaken on the Customer’s
behalf. It may use references to the Customer and the Services dealt with in
proposals or other similar submissions made to other prospective Customers.

17. Miscellaneous
17.1 The Customer shall not be entitled to assign a Contract or any part of it without the
prior written consent of the Supplier, such consent not to be unreasonably withheld
or delayed. Any purported assignment without the Supplier’s consent will be
voidable at the Supplier’s sole discretion.
17.2 The Supplier may assign or subcontract a Contract or any part of it to any person,
firm or company.
17.3 If any provision of a Contract is held by any court or other competent authority to be
invalid or unenforceable in whole or in part, the Contract shall continue to be valid
as to its other provisions and the remainder of the affected provision.
17.4 Each party shall from time to time do all such acts and execute all such documents
as may be reasonably necessary in order to give effect to the provisions of a
Contract.
17.5 In these Terms and Conditions a reference to:
17.5.1 a clause or paragraph is a reference to a clause or paragraph of these Terms
and Conditions;
17.5.2 a person includes a natural person, a corporate or unincorporated body
(whether or not having separate legal personality);
17.5.3 a company shall include any company, corporation or other body corporate,
wherever and however incorporated or established;
17.5.4 written or writing and any similar expression includes a reference to any
communication effected by electronic mail or similar means; and
17.5.5 a statute or statutory provision is a reference to it as amended, extended or
re-enacted from time to time. A reference to a statute or statutory provision
includes all subordinate legislation made under that statute or statutory
provision.
17.6 In these Terms and Conditions:
17.6.1 unless the context otherwise requires, words in the singular shall include the
plural and in the plural shall include the singular;
17.6.2 unless the context otherwise requires, a reference to one gender shall
include a reference to other genders;
17.6.3 any obligation on a party not to do something includes an obligation not to
allow that thing to be done;
17.6.4 any words following the terms including, include, in particular, for example
or any similar expression shall be construed as illustrative and shall not limit
the sense of the words, description, definition, phrase or term preceding
those terms;
17.6.5 each party, personally and by its legal advisors, has participated in the
preparation of these Terms and Conditions, and it is agreed that these
Terms and Conditions will be construed as if the parties were joint authors,
and any ambiguity in these Terms and Conditions will not be construed
against one party as if that party or that party’s lawyer were the sole or
major author of these Terms and Conditions.
17.7 Each Contract shall be binding on, and inure to the benefit of, the parties to the
relevant Contract and their respective personal representatives, successors and
permitted assigns, and references to any party shall include that party's personal
representatives, successors and permitted assigns.
17.8 The headings in these Terms and Conditions are for convenience only and shall not
affect its interpretation.
17.9 These Terms and Conditions, any Contract, or any Order may be executed in one or
more counterparts, each of which will be deemed an original and all of which will be
taken together and deemed to be one instrument. An executed copy of these Terms
and Conditions, any Contract, or any Order (or any portion of these documents) may
be delivered by any of the parties by facsimile, digital, or similar capability regardless
of the medium of transmission, and such delivery will be effective and binding upon
such party, and will not in any way diminish or affect the legal effectiveness, validity
or enforceability of these Terms and Conditions, any Contract, or any
Order.Governing Law.
17.10 The formation, existence, construction, performance, validity and all aspects of any
Contract shall be governed by and construed in accordance with the laws of the
state of Ontario, excluding its conflict of laws rules.