Terms & Conditions
Terms & Conditions
By accessing and or using Walk Digital Limited’s (trading as and referred to as Adapt2Digital) Products and/or Services the Customer will be deemed to have accepted these terms and conditions.
In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in the U.K. are open for business.
Blended Learning: where training is provided through a combination of Software/Digital-Learning.
Charges: the fee(s) for the supply of Product/s, payable by the Customer in accordance with these Terms and Conditions.
Course Materials: any physical and/or electronic material provided by Adapt2Digital to the Customer.
Customer: The person or entity purchasing Products, Services and/or Certification.
Documentation: any written or electronic materials provided by Adapt2Digital to the Customer other than the Course Materials.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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.
Adapt2Digital: shall mean Walk Digital t/a Adapt2Digital a company incorporated in England under company number (08427684) and has its registered office at 13 Vansittart Estate, Windsor, SL4 1SE, UK. The period, as specified by Adapt2Digital upon acceptance of the Customer’s order, which Adapt2Digital will grant the Customer a non-exclusive, non-transferrable licence to use Adapt2Digital’s Digital Platform portal.
Product: any training, electronic books and/or training provided through Adapt2Digital’s Digital Platform to the Customer by Adapt2Digital.
2. Supply of Products, Services and Certification:
2.1 Adapt2Digital shall:
a) supply the Products to the Customer in accordance with these Terms and Conditions.
b) when the Customer purchases a certification programme, Adapt2Digital shall grant the Customer, with effect from the purchase date a limited non-exclusive, non-transferable licence to use Adapt2Digital’s Digital Platform and any related electronic course materials. The Customer must only use the Product for internal use and its use is limited to use by one person. The Customer may use the certification licence during the Licence Period and will cease to make use of the Product(s) following expiry of the Licence Period.
c) have the right to make any changes at any time to the Product which is necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Product, and Adapt2Digital shall notify the Customer in any such event.
d) warrant to the Customer that the Product will be provided using reasonable care and skill.
3. Delivery, Installation and Support:
3.1 Any Product that requires shipping within the United Kingdom will be subject to a standard shipping charge of £9.99. All orders from the United Kingdom to the European Union will be subject to a shipping charge of £15.00, all others outside the United Kingdom will be subject to a shipping charge of £25.00 unless otherwise stated by Adapt2Digital before the Customer’s order is accepted.
3.2 The Customer may not make a copy of the Product(s) for any reason; and
3.3 In the event of any inherent defect in any digital media (in consequence of which they fail to conform in all material respects with the Product specification) being notified to us by the Customer, in writing, within 30 days of the purchase date, Adapt2Digital will replace the Product. Our entire liability in such circumstances is to provide the Customer with a replacement copy. Adapt2Digital is not liable to the Customer after the expiry of this period nor is Adapt2Digital liable to the Customer where the defect in the Product, or the media containing them, has been caused by the Customer. The Customer shall provide all information that may be necessary to assist Adapt2Digital in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable us to recreate the defect or fault. If Adapt2Digital find that the defect is caused by a virus caused by the Customer or if the defect is caused by the Customer, then Adapt2Digital will not replace the Product free of charge. If Adapt2Digital also do not receive enough information for us to assess the Customers claim, Adapt2Digital will not replace the Product(s). Approval of all replacement claims are subject to our discretion.
3.4 Access to the Adapt2Digital Digital Platform will be provided to the Customer(s) from a site hosted by us (or on our behalf), details of which Adapt2Digital will notify to the Customer from time to time.
3.5 Adapt2Digital retain the right to temporarily suspend the hosted access at any time to make any modification, change, addition to, or replacement of any part of the hosted access service where this is required to conform to any applicable safety or any other statutory or legal requirements. In addition to the above, scheduled maintenance may be carried out as required between 07:00 and 10:00 GMT during Business Hours, or otherwise with 24 hours advance notice to the Customer. This downtime is excluded from the service levels outlined above. Adapt2Digital only have control over network availability onto the public Internet.
3.6 Network connectivity between the Customers site and our hosting partner network are beyond our reasonable control and cannot be guaranteed. Any failure of the Hosted Access due to Force Majeure is excluded from the service levels.
3.7 Adapt2Digital will provide technical support within a reasonable timeframe should the Customer require assistance. Technical support will be provided only to the Customer. Adapt2Digital aim to respond to all support requests within 48 Hours.
3.8 Adapt2Digital shall have the right to make any changes to the content of Adapt2Digital’s Digital Platform which it deems necessary to comply with any applicable law or safety requirements, or which do not materially affect the nature or quality of Adapt2Digital’s Digital Platform.
Adapt2Digital does not guarantee that the information contained within Adapt2Digital’s Digital Platform will be free from errors or omissions.
4. Customer's obligations
4.1The Customer shall:
a) ensure that any information it provides to Adapt2Digital is complete and accurate at all times.
b) co-operate with Adapt2Digital in all matters relating to the Products.
c) provide Adapt2Digital with such information and materials as Adapt2Digital may reasonably require in order to supply the Products and ensure that such information is accurate in all material respects.
d) not copy any Materials or Documentation associated with training without the prior written authorisation of Adapt2Digital.
e) not rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Product, Course Materials or Documentation at any time.
f) not alter, or modify, the whole or any part of the Product(s), Course Materials or Documentation, nor procure or permit the Course Materials or any part of them to be combined with, or become incorporated into, any other materials.
g) not provide or otherwise make available the Product(s), Course Materials or Documentation in whole or in part, in any form to any person other than the Customer.
h) The Customer undertakes not to make the Products available to more than one user within its organisation if the customer is an entity. One user equals one licence.
4.2 the Customer shall keep the password for accessing the Adapt2Digital Digital Platform safe and that such password shall be changed regularly and shall be kept secure.
4.3 The Customer will;
a) ensure, when making use of the Adapt2Digital Digital Platform, that the Customer shall not transmit viruses, worms, Trojan horses and other similar things or devices.
b) not use, reproduce, dispose of, deal with, rent, lease, sub-license, loan, modify, adapt, reverse engineer, decompile, disassemble or create derivative works based on the whole or any part of the Product(s), not incorporate the Product(s) into or allow them to be incorporated into any other product.
c) not change, remove or obscure any labels, plates, notices, insignia, lettering, statements or markings which are on or embodied in the Product(s) or the media on which they are held at the time of their delivery to the Customer.
d) promptly inform us in the event that the Customer become aware of any unauthorised use of the Product(s) and co-operate with us in taking any action which may be necessary to bring to an end any such use.
4.4 The Customer will be solely responsible for procuring and maintaining the Customers network connections and telecommunications links from the Customers systems to the site from which hosted access is available and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customers network connections or telecommunications links or caused by the internet.
4.5 If Adapt2Digital’s performance of any of its obligations is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
a) Adapt2Digital without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Adapt2Digital’s performance of any of its obligations.
b) Adapt2Digital shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Adapt2Digital’s failure or delay to perform any of its obligations as set out in this clause and the Customer shall reimburse Adapt2Digital or on written demand for any costs or losses sustained or incurred by Adapt2Digital arising directly or indirectly from the Customer Default.
5. Intellectual Property:
All Intellectual Property Rights in or arising out of or in connection with the Products and Services shall be owned by Adapt2Digital.
The Customer acknowledges that it shall have no rights in or to the Intellectual Property Rights, and that all rights in and to the Property and Services belong exclusively to Adapt2Digital and our licensors and that the Customer shall have no right in or to them other than to the right to use them as expressly set out in the Contract.
A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause shall survive termination of the Contract.
7. Data Protection:
Adapt2Digital will process the information it receives from the Customer in accordance with these Terms and Conditions. Adapt2Digital will use such information including but not limited to (i) performance of its obligations and enforce its rights under these Terms (ii) inform the Customer of feedback and results (iii) contact the Customer by e-mail, telephone or post to inform them about Adapt2Digital’s Products and Services which may be of interest (iv) Adapt2Digital may share information with its agents and service providers for these purposes.
Unless otherwise contacted, the Customer agrees that Adapt2Digital may share information with other members of the Walk Digital Group of companies, who may contact the Customer by e-mail, telephone or post to inform the Customer about other products and services.
8. Warranties and Indemnities:
8.1. Adapt2Digital warrant that Adapt2Digital have all necessary rights to deliver the Product(s) under the Terms of Engagement. Adapt2Digital warrants that the Product(s) will conform in all material respects to specifications published by Adapt2Digital and provided to the Customer, that they shall be of satisfactory quality and fit for the specified purposes for which Adapt2Digital are supplying them to the Customer.
8.2. Adapt2Digital shall indemnify the Customer against any actions, proceedings, losses or damages suffered directly by the Customer as a result of a claim that use of the Product(s) infringes third-party intellectual property rights provided that: (i) Adapt2Digital is given prompt notice of any such claim; (ii) Customer provide reasonable co-operation to us in the defence and settlement of such claim, at our expense; and
8.3. Adapt2Digital are given sole authority to defend or settle the claim. In the defence or settlement of any claim Adapt2Digital may procure the right for the Customer to continue using the Product(s), replace or modify the Product(s) so that they become non-infringing or, if such remedies are not reasonably available, terminate the licence of the relevant Product(s) on written notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
8.4. Adapt2Digital shall have no liability under the foregoing indemnity to the extent that the alleged infringement is based on: (i) a modification to the Product(s) by anyone other than Adapt2Digital; (ii) the Customer’s use of the Product(s) in a manner contrary to the terms of the Contract and/or instructions given to Customer by Adapt2Digital; or (iii) the Customer’s use of the Product(s) after notice of the alleged or actual infringement from Adapt2Digital or any appropriate authority.
8.5. While reasonable care is taken to ensure that all content is accurate and complete Adapt2Digital do not warrant or represent that the Product(s) are free from errors or omissions.
8.6. It is the Customer’s sole responsibility to satisfy itself prior to entering into a contract with Adapt2Digital that the Product will meet the Customers requirements and that the Product will be compatible with any equipment on which Customer intend to run them, and the Customer has the necessary level of prior knowledge and competence to achieve the objectives of the Product(s).
8.7. The Customer warrants that it has not been induced to enter into the Contract by any statement, representation or warranty however made by Adapt2Digital before the Contract Date and not contained in the Contract and the Customer warrants that the Customer will not make any allegation, claim or bring any action against Adapt2Digital arising from any such statement, representation or warranty, but Customer are not prevented by this clause from making any allegation, claim or bringing any action against Adapt2Digital that Adapt2Digital made a representation to the Customer fraudulently and the Customer entered into the Contract in reliance on it.
8.8. All other conditions, warranties or other terms which might have effect between the Customer and Adapt2Digital or be implied or incorporated into this Contract, whether by statute, common law or otherwise, are hereby excluded to the fullest extent permissible by law, including without limitation any implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
9. Limitation of Liability:
9.1. The Customer uses the Product(s) at its own risk and Adapt2Digital shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Terms and Conditions;
9.2. Adapt2Digital’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price paid by the Customer for the Product.
9.3. Nothing in these Conditions shall limit or exclude Adapt2Digital’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; or (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) (d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession)
9.4. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
9.5 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9.6. This clause 9 shall survive termination of the Contract.
10.1 Adapt2Digital may terminate the contract and these Terms and Conditions:
(a) if the customer fails to make payment of the charges when it is due, and the customer still fails to make payment within 3 days of Adapt2Digital reminding the customer that payment is still due and outstanding.
(b) the customer fails to provide information to Adapt2Digital that is necessary to provide the Product(s).
(c) the customer is in breach of any of its obligations other than payment under these Terms and Conditions, and where remediable, the Customer fails to remedy such breach within 7 days of being notified that it is required to remedy the breach.
(d) if the Customer is acting in a personal capacity and is not acting on behalf of its trade, business craft or profession, then the Customer may be entitled to a 14 day cooling-off period during which it may cancel the contract if certain circumstances apply under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
11. Consequences of termination of the Contract for any reason:
a) the Customer shall immediately pay to Adapt2Digital all of Adapt2Digital’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Adapt2Digital shall submit an invoice, which shall be payable by the Customer immediately upon receipt.
b) the Customer shall return all of Adapt2Digital’s Course Materials and Documentation Products which have not been fully paid for. If the Customer fails to do so, then Adapt2Digital may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with these Terms and Conditions.
c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
d) clauses which expressly or by implication survive termination shall continue in full force and effect.
e) where Adapt2Digital terminates under the situations set out at Clause 10.1 then the Customer will not be entitled to a refund for any Product(s) which the Customer has already used. In the event that any Product has not been used, then Adapt2Digital will be entitled to charge a reasonable compensation for the loss of profit and costs Adapt2Digital will incur as a result of the termination.
12. Digital Platform Term and Termination:
12.1 Digital Platform access is limited to a single user licence unless otherwise agreed in writing with Adapt2Digital.
12.2 No refunds shall be given for the cancellation of Digital Platform courses no matter when cancellation is notified to us if the Digital Platform licence was activated.
12.3 The Certification Voucher Codes purchased in connection with each licence must be redeemed before the licence expires.
12.4 The Licence will terminate immediately on the expiry of the Licence Period.
12.5 Adapt2Digital reserves the right to terminate the Licence immediately if the Customer is in breach of any of its terms, save that if the breach is capable of remedy, the Customer will be allowed a period of 14 days within which to remedy the breach and only if the breach is not remedied within this period will our termination be effective. A breach by the Customer of any terms relating to the protection of our proprietary or intellectual property rights or those of our licensors will not be considered remediable.
12.6 Upon the termination of the Licence the Customer will cease to use and to access and, if the Customer is authorised to allow access to Permitted Users, procure that all Permitted Users cease to use and to access the Product(s).
All fees stated by Adapt2Digital are exclusive of sales tax (VAT, GST or other sales tax as applicable) which will be added where applicable. Sales tax shall be paid by the Customer at the rate and in the manner prescribed by law when payment is due.
15.1 The Customer is liable to Adapt2Digital for payment of the Fees. Unless purchased online, the Customer will be invoiced on acceptance of these Terms and Conditions. These must be paid to us on or before the Payment Date. Unless otherwise set out in the Contract, the Payment Date is 30 days from the date of invoice or 14 days prior to the start of delivery of the Service, whichever is the earlier Instructions for payment will be contained on the Customers invoice. Adapt2Digital will not treat any amount as paid until Adapt2Digital are in receipt of the full amount due to us in cleared funds.
15.2 When ordering via our website, the Customer will browse the Adapt2Digital website and add any Products the Customer wishes to buy into the shopping cart. After the Customer has finished, it will need to click on ‘Checkout’ and it will then be asked for a few details that Adapt2Digital needs to complete the order. After the Customer has completed the further details Adapt2Digital needs to be able to complete the order request, and submitted the order for payment with, the order will then be sent to Adapt2Digital. The price for the Products will be due and become immediately payable. The price will be debited from the Customers payment card then. Adapt2Digital will then send out a confirmation e-mail to acknowledge receipt, but this is not acceptance. Adapt2Digital’s acceptance of the order will take place once Adapt2Digital has contacted the Customer to confirm that the order has been accepted, at which point a contract will come into existence between the Customer and Adapt2Digital. These Terms and Conditions will apply to the contract.
15.3 Where the Customer is purchasing Products off the Adapt2Digital premises in a personal capacity and not acting on behalf of its trade, business, craft or profession or via the Adapt2Digital website, the Customer’s acceptance of these Terms and Conditions shall be taken to mean the Customer has given an express request for the purposes of Regulation 36 and Regulation 37 of the Consumer Contracts Regulations 2013.
15.4 In the event of late a payment the Customer will be liable to payment of interest accruing daily at the rate being 4 percent above the UK base rate percentage for the time being of Barclays Bank plc from the date when payment first became due until the date of actual payment both before and after any judgement. All interest is payable to us on demand.
Any notice or other communication given to a party under or in connection with the Terms and Conditions shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post or other next working day delivery service, commercial courier or e-mail.
A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
If any provision or part-provision of the Terms and Conditions becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Terms and Conditions.
If one party gives notice to the other of the possibility that any provision or part-provision of the Terms and Conditions is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
18. Assignment and other dealings:
Adapt2Digital may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Conditions and may subcontract or delegate in any manner any or all of its obligations under Conditions to any third party or agent.
The Customer shall not, without the prior written consent of Adapt2Digital, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under these Terms and Conditions.
19. Force majeure:
For the purposes of the Terms of Engagement, a Force Majeure Event means an event beyond the reasonable control of Adapt2Digital including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Adapt2Digital or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
Adapt2Digital shall not be liable to the Customer as a result of any delay or failure to perform its obligations under these Conditions as a result of a Force Majeure Event.
If the Force Majeure Event prevents Adapt2Digital from providing any of the Products and Services for more than 30 Days, Adapt2Digital shall, without limiting its other rights or remedies, have the right to terminate the Terms of Engagement immediately by giving written notice to the Customer.
A waiver of any right under the Terms and Conditions or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
21. Third parties:
A person who is not a party to the Terms and Conditions shall not have any rights to enforce its terms.
These Terms and Conditions are subject to review from time to time, and you will be informed in writing of any material changes.
Otherwise, and except as set out in these Terms and Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by an authorised signatory of Adapt2Digital.
23. Governing law:
The Terms of Engagement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Terms and Conditions or its subject matter or formation (including non-contractual disputes or claims).
25. Entire Agreement:
The Sales Memorandum and these Terms and Conditions constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between Adapt2Digital and the Customer, whether written or oral.
Each party agrees that it shall have no remedies in respect of any statement representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
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These terms and conditions were last updated in April 2019.