1. All Client learners who access the Alison platform will be subject to the‘General Terms & Conditions’ for usage of the Alison site. The Client is responsible for informing its usersof these General Terms & Conditions.

2. The Client and its Learners are additionally subject to the Alison’sB2B Terms of Use outlined here.

3. The Client is granted a temporary, non-exclusive, non-transferable licenceto access and view Alison platform learning-related content solely for non-commercial educational purposesfor your employees. All other uses are expressly prohibited. You may not reproduce, redistribute, transmit,assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, sublicense,or otherwise transfer or use any Alison platform content without explicit written permission to do so.

4. For the avoidance of doubt - the fee-free services in the FreeLMS Tier contain advertising and do not include anyfree digital certificates or diplomas. Advertising shall not be removed unless a subscription service has beenpurchased.

4.1 The FreeLMS Tier shall be free only for up to 50 Client learners. For Clients with more than 50 learners, a subscription is required.

4.2 All Client learners who complete courses or diplomas under the FreeLMS Tier may, entirely at their own discretion, purchase and pay Alison for certificates and diplomas. The publicly published fees become payable upon completion.

4.3 The Client may bulk purchase certificates in advance which will be subject to a range of discounts on the standard certification rate of EUR30 per certificate (or diploma) depending on the volume of certificates purchased. Discounts offered may change from time to time, details of which can be found on Alison’s LMS pricing page. (link to be added when design for page is complete)

4.4 All Alison Services are provided as is and without any further warranty as to fitness for purpose or freedom from bugs or faults.

4.4.1. The Client agrees to hold Alison harmless from any liability howsoever arising.

4.4.2. There will be no refunds for any unused or disputed services.

4.4.3. The Client agrees to hold Alison harmless from any liability howsoever arising unless otherwise agreed herein. Any liability claimed by the Client shall in any event be limited to the equivalent of one Annual Fee paid to Alison unless provided for otherwise herein.

5. Either Alison or the Client may terminate this agreement at any time without notice or further obligation, and Alison reserves the right to modify or withdraw the service and fees at any time.

6. In order to provide the Services Alison must collect the email and name for each registered user in keeping with different global data privacy regulations as outlined on this website. User emails must match the domain of the Client’s website url or they will not be recognised as learners attached to the Client business.

7. In line with European data protection and privacy laws, Alison acts as an independent data controller. Alison has a duty of care to its users and learners and to protect their personal information and learner records. This duty of care extends to the Client when they use credentials provided by Alison to access the Alison API service or other Group features.

7.1 The Client must take all reasonable care and precaution to safeguard such credentials and sensitive data from any direct or inadvertent disclosure whether through negligence or otherwise.

7.2 The Client agrees to fully indemnify Alison against any and all costs related to the Client’s failure to maintain the necessary safeguards to protect user and learner information.

8. Alison will not act as a data processor on behalf of the Client and will not take data directly from the Client other than information to allow the Client learner to be identified (Name and unique email address).

8.1 For the avoidance of doubt, Alison operates a shared data platform and no physical segregation of data or hardware will be provided to service the Client. Data will be stored, processed, and maintained solely on the Alison cloud platform and at all times. No Personally Identifiable Information (PII) will be processed on or transferred by Alison to any portable or laptop computing device or any portable storage medium.

8.2 Access to the Alison platform and learner data shall be strictly controlled, and the platform has been hardened against cyber attack with adequate security measures in place to keep all data protected and encrypted.

8.3 Alison’s obligations under the European and Irish data protection laws and directives are legal obligations for Alison’s contracted and authorised employees.

8.4 Alison shall ensure that security measures shall be no less rigorous than accepted industry practices with respect to Data Security.

8.5 The Client and/or its users may at their own election decide to share some Personally Identifiable Information (PII) with Alison or other members on the Alison platform. Alison will not share any PII data with any third party at any point in time without the explicit consent of the user.

8.6 If the Client controls its learner identities (for example through the use of Company Emails) then the Client is responsible for the access to these learner records.

8.7 Either party May terminate this agreement with or without cause at any time without notice and without any claim on the other party adn without Client refund for any unused portion of the subscription service. Upon termination of this agreement Alison shall remove all registered company data relating to the Client. Individual employee learner records will remain on the Alison platform. If a learner chooses to independently maintain their learner record on the Alison platform then Alison will support that behaviour.

9. In case of discovery of a suspected Security Breach by one of the Parties, the discovering Party shall immediately inform the other Party and the Parties shall coordinate with each other to minimise the impact of security breach and shall investigate the Security Breach.

9.1 The Parties agree to fully cooperate on any suspected breach or unauthorised disclosure by:

9.1.1. assisting with any investigation;

9.1.2. facilitating access to each other's' employees and any third parties that may be involved in the matter; and

9.1.3. making available all relevant records, logs, files, data reporting and other materials required to comply with applicable law, regulation, industry standards or as otherwise reasonably required.

9.2 The Parties shall use best efforts to immediately remedy any Security Breach and prevent any further Security Breach. Each of the Parties shall be responsible for their own expenses and costs in relation to the remedy of any breach.

9.3 Each of the Parties shall defend, indemnify and hold harmless the other Party, and its respective officers, directors, employees, successors and permitted assigns from and against all reasonable direct losses, costs or expenses, including reasonable attorneys’ fees, the cost of enforcing any right to indemnification hereunder arising out of or resulting from any bona fide third party claim against one of the Parties arising out of or resulting from any established negligence on behalf of the Party at fault in complying with its obligations under this agreement and the applicable privacy and data protection Acts.

10. Permitted Fair Use of the Alison platform by the Client includes the following:

10.1 To provide Client employees on an individual basis with direct co-branded search and access to the Alison collection of publicly available courses and diploma education.

10.2 To look up and retrieve individual and group learner progress reports on enrollment, learning, completion and assessments from the Alison Learner Record Store.

10.3 To independently tabulate the total number of certificates and diplomas achieved by employees each month and to create an independent statement of account between Alison and the Client on Alison fees (including discounts, where offered) for awarding certification and diplomas to Client employees.

10.4 Further permitted uses as may be agreed in writing between Alison and the Client from time to time.

10.5 Only Alison certification can be sold for Alison courses irrespective of how any envisaged integration may be done with Client systems. The Client is expressly prohibited from repackaging and/or reselling Alison content and certification without prior written authorisation from a legal representative of Alison.

10.6 Any other or unauthorised use of Alison Services may result in immediate and automatic suspension or blocking of access by the Client to Alison Services without refund or further penalty and claims against Alison.

10.7 The Services may NOT be used as follows without the express written agreement of Alison:

10.7.1. To copy, migrate, transfer, rebrand, modify or deliver Alison course material via any internal Client systems or Learning Management Systems.

10.7.2. To offer learning or certification to the Client’s own customers or other third parties, whether paid or free.

Other terms and conditions

11. This Agreement shall be governed by and construed by the laws of Ireland and the forum for any legal claims or disputes shall be the courts of Ireland.

12. Any dispute or difference between the Parties (“Dispute”) arising out of or in connection with this Agreement including but not limited to performance, termination or breach thereof, which cannot be amicably settled first through mutual negotiations shall entitle the offended Party to refer such Dispute for resolution in accordance with the rules of the London Court of International Arbitration with a sole arbitrator mutually appointed by the respective counsel of each of the Parties.

12.1 The proceedings shall be conducted in the English language and be subject to the laws of the Republic of Ireland.

12.2 The place of arbitration shall be London (but a virtual hearing venue will be permitted).

12.3 The arbitration tribunal award shall be binding on both Parties.