1.1. These terms and conditions apply as between Intellego Group Limited and its customer (the "Customer") to whom Intellego Group Limited provides a licence on the terms set out below. Where the Customer is to be the user of the Service (as defined below) references below to "MLU" are references to the Customer. Where the Customer’s authorised staff are, subject to agreement with Intellego Group Limited, to be the users of the Service, references below to MLUs are reference to such staff (and reference to an MLU shall be to any of them as the context requires).

1.2 A module licence gives the MLU the right to have free and unrestricted access to a Zenosis module of their choice (the "Module") for a period of 12 months (subject to early termination or renewal in accordance with Paras 8 and 9 respectively) from the date that the Customer is registered with Zenosis as the MLU or, where a Customer's authorised staff are to be the MLUs, the date that the first MLU is registered with Zenosis as such ("Licence Validation Date").

1.3 The cost of a licence also includes, subject to these terms and conditions, access to the learner functionality of the Zenosis learning management system ("LMS") that the Module operates from for the period of the licence; collectively the Module and LMS functionalities are referred to as the "Service".

1.4 The Customer will 12 months after the Licence Validation Date automatically be invoiced for the licence renewal. The licence renewal (see Para 8) entitles the MLU to continue to have access to that Module for a further 12 months including all updates, upgrades and continued access to the learner functionality of the LMS for that period

1.5 The Customer may cancel the licence renewal within 14 days of receiving a licence renewal invoice by sending an e-mail directly to zenosis_accounts@intellego.co.uk confirming the intention not to renew. Not renewing the licence will automatically stop access to the Module at the end of the current licence period.

1.6 If at any time an MLU has trouble accessing a module or the LMS, they should either send an email to healthcare@intellego.co.uk or call the technical support option as listed on the Zenosis website.

1.7 The Customer agrees to abide by all these terms and conditions in force from time to time and, where its authorised staff are the MLUs, shall procure that each of its MLUs do likewise. The Customer shall be liable for any breach of these terms and conditions by any of its MLUs as if it were a breach by itself.

1.8 Intellego Group Limited may change, add, or remove sections of these terms and conditions at any time ("New Terms and Conditions"). If it does so, however, the Customer will be notified of such changes via the Service, email, or the postal mail. Subject to Para 1.7 the New Terms and Conditions shall be deemed to be accepted by the Customer, unless Intellego Group Limited is given notice by the Customer (within 14 days of the Customer being notified of the New Terms and Conditions) that they are not accepted, in which case the existing terms and conditions shall continue in force, until the licence is renewed, when the New Terms and Conditions shall apply.

1.9 Intellego Group Limited may at its sole discretion and time change, suspend or discontinue any aspect of the Service including the availability of any data used in connection with the Service. Intellego Group Limited may also impose limits on certain features and services or restrict the MLU's access to parts or all of the Service without prior notice or liability.

1.10 Intellego Group Limited may in part or whole change the availability or performance of LMS functionalities without prior notice to the Customer or any MLU and without liability.

1.11 Intellego Group Limited will, as part of its product concept, change and update the content of the Service in accordance with regulatory and compliance updates and refinements for editorial purposes as and when necessary; included within this are instructional design changes deemed necessary by Intellego Group Limited in its sole opinion in keeping the Service up to date, informative, and educational.

2.1 Copyright

2.1.1 The content of the Service are intended for each MLU's personal use. All materials published on the Service are protected by copyright which vests in Intellego Group Limited. The Customer and the MLU shall abide by all copyright notices, information or restrictions contained in any content, which is accessed through the Service.

2.1.2 The Service and its content are covered by copyright protection pursuant to US and international copyright laws. Neither the Customer nor the MLU may modify, publish, transmit, participate in the transfer or sale of reproduce (except as provided in Para 2.1.3) create new works from, distribute, perform, display, or in any way exploit the Service or any of the content in whole or in part.

2.1.3 The MLU may download or copy the content of the Service and other downloadable items displayed on the Service for personal use only provided that the MLU maintains and observes all copyright and other notices contained therein. The act of copying or storing content for any purpose other than personal use is expressly prohibited.

'ZENOSIS®' is a registered trademark owned by Intellego Group Limited and no title or right in it shall pass to the MLU.

3.1 No liability shall be attributed to Intellego Group Limited in the event that there is an error, omission or, other inaccuracy in respect of the content and/or intellectual property rights and/or other rights or obligations in respect of the use of the Service, save in the event that such error omission or inaccuracy is attributable to the negligence or fraud of Intellego Group Limited.

3.2 Intellego Group Limited accepts no liability for any indirect or consequential loss of whatever nature.

3.3 To the extent permitted by law the liability of Intellego Group Limited, to the extent that Intellego Group Limited is liable in accordance with the provisions of this clause 3, shall be limited to the value representing 50% of the licence fee in the first year of the contract and 50% of the renewal fee in any second or subsequent year of the contract in any 12 month period.

3.4 Intellego Group Limited does not represent or endorse the accuracy or reliability of any advice, opinion, statement, memorandum or other information displayed, uploaded or distributed through the Service by any user, information provider or any other person or entity. The Customer acknowledges that any reliance upon any such advice, opinion, statement, memorandum or other information shall be at its sole risk. The Service is distributed on an "as is" basis without warranties of any kind, either express or implied, or including and without limitation warranties of title, or implied warranties of merchantability or fitness for a particular purpose. The Customer acknowledges that use of the Service is at its sole risk.

4.1 Use of personal information
The personal information which Intellego Group Limited receives from the Customer and/or any MLU will be used solely to ensure that the Customer and/or the MLU receives the Service paid for by the Customer. The MLU or the Customer shall receive the relevant information from time to time about the Service from Intellego Group Limited via email.

4.2 Disclosure of personal information
Intellego Group Limited may disclose personal information provided by the Customer and MLUs if it is required to do so by law or if it believes in good faith that such action is necessary in order to: 1) Comply with the law or the legal process 2) Protect and defend rights and property of the Service 3)Protect against misuse or unauthorised use of the Service; or 4) Protect the personal safety or property of the Service user(s) or the public; and the Customer hereby authorises Intellego Group Limited (and, wherever applicable, hereby provides authority on behalf of its MLUs to Intellego Group Limited) to use the personal information in this way.

5.1 Neither the Customer nor any MLU may provide a link to either the Service, Zenosis website or any pages within the Zenosis website from any other website without Intellego Group Limited's prior written permission, which Intellego Group Limited shall be entitled to withhold in its sole discretion.

5.2 From time to time the Zenosis website, may include links to 3rd party websites. Those other websites are independent of the Zenosis website and Intellego Group Limited. Intellego Group Limited has no control over them and does not endorse them and accepts no liability in relation to the content of such websites or the MLU's use or inability to use them.

6.1 Credentials
As part of the registration process the MLU will be required to give Intellego Group Limited certain information, all of which must be accurate, complete and updated. Credentials (being a user name and password) will be allocated by Intellego Group Limited and this may be altered from time to time if deemed necessary by Intellego Group Limited.

(a) The MLU may not use the Credentials of another person; transfer or allow anyone else to use their Credentials. Failure to comply with the foregoing shall constitute a breach of these terms and conditions, which may result in immediate termination of the Service.
(b) At the first connection the MLU will be requested to change the password provided by Intellego Group Limited in order to gain access to the Service. Any password or other identifier is confidential and is for the MLU's sole use. The MLU shall be responsible for maintaining the confidentiality of the password which the MLU will not have to reveal to any representative or agent of Intellego Group Limited or any third party. The MLU may reset the password via The Service at any time and ask Intellego Group Limited to change the username, provided it is a valid e-mail address.

6.2 Breach of Security
The MLU shall notify Intellego Group Limited of any known or suspected unauthorized use(s) of their account or any known or suspected breach of security, including loss, theft or unauthorized disclosure of the MLU's password.

6.3 The MLU's Responsibility
The MLU is responsible for all usage or activity on their personal Intellego Group Limited account. At Intellego Group Limited's sole discretion any fraudulent, abusive or otherwise illegal activity may be grounds for termination of the MLU's account.

6.4 Upgrades and updates
Intellego Group Limited will from time to time upgrade the current version of the module. Intellego Group Limited will not charge access to and use of any upgrade to a current version. Intellego Group Limited continually updates content of Zenosis modules (see Para 1.11). Intellego Group Limited will not charge for access to, and use of, any updates to a current version except for new major versions (see Para 6.5).

6.5 New Major Versions
Following a major change in the relevant law, regulations or subject matter generally, Intellego Group Limited may release a new major version of a Module (but it is Intellego Group Limited’s present intention that to do so would require some 70% of content to change). In that event Intellego Group Limited will notify the Customer and/or the MLU with details of the fee to replace their Module with the new version. The fee will reflect the length of time since the MLU purchased the original Module licence. If recently licensed to the Module, the fee will be less than if licensed at an earlier version stage. The fee is payable within 3 months of notification of the new version, otherwise the Module licence will lapse and the MLU will no longer be able to access the Module content and/or LMS function.

7.1 Termination by the MLU
The MLU may terminate the licence at any time by sending an email to: healthcare@intellego.co.uk. Upon termination, the MLU will receive an email confirmation that the request was received and their access will be suspended within 48 hours.

7.2 Termination or Suspension by Intellego Group Limited.
Intellego Group Limited may in its sole discretion terminate or suspend the MLU's access to all or part of the Service for reasons including, without limitation, breach or assignment of these terms and conditions, insolvency of the Customer or change of control of the Customer.

8.1 The Customer's licence shall expire 12 months after the Licence Validation Date whereupon it shall be due for renewal. Intellego Group Limited will, within 30 days of the renewal date, invoice the Customer with the applicable renewal fee prevailing at that time or as otherwise agreed with the Customer. Subject to such renewal fee being paid by its due date and the Customer (and if applicable it's MLUs) complying with these terms and conditions the licence shall thereupon be renewed for a further 12 month period, subject to these terms and conditions (as the same may have been amended by that time).

8.2 Fee increases
Intellego Group Limited reserves the right to increase Module renewal fees from time to time. Such increases will be applied at renewal and will be notified directly to the Customer.

8.3 Late Payment and Interest
All payment of invoices are due within 30 days of the invoice date and Intellego Group Limited reserves the right to charge interest at 3% above the bank lending rate from time to time of the Royal Bank of Scotland plc on undue accounts from the date payment was due to the date payment is received in full. Intellego Group Limited may suspend or cancel the licence if any fees due are not received within 30 days of their due date or if there is a breach of any of these terms and conditions.

Payment can be made using any of the following; company cheque or online payment.

10.1 The Zenosis website and/or LMS requires cookies, being a small data file that Intellego Group Limited's server sends to the MLU's computer's hard drive whenever the MLU visits the service. The cookie then acts as a marker or identifier that can be recognised automatically by Zenosis whenever the MLU accesses the Service.

10.2 Cookies can be deleted at any time or the MLU can set the browser to reject or disable cookies. However, please note that if the MLU does disable cookies some functions on the LMS will not work correctly and Zenosis cannot be held responsible for any such breakdown in the Service.

None of the rights or obligations of the Customer under the terms and conditions may be assigned or transferred in whole or in part.

If any provision of this agreement shall be prohibited by or judged by a court to be unlawful, void or unenforceable then such provision shall be severed from these terms and conditions. The remaining provisions of these terms and conditions shall not so far as possible be changed or modified and all other terms and conditions not so severed shall continue in full force and effect.

A person who is not party to these terms and conditions shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms and conditions. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

These terms and conditions constitute the entire agreement between the Customer and Intellego Group Limited relating to the use of the website and the licensed access to modules and learner/manager functionality of the LMS.

These terms and conditions and any matter relating to the Zenosis website and/or LMS shall be governed by the laws of England and the English courts shall have non-exclusive jurisdiction in respect of them. For the avoidance of doubt, the provisions of the United Nations Convention on the International Sale of Goods shall not apply.