Please read these conditions carefully before using the reed.co.uk website. By using the reed.co.uk website, you signify your agreement to be bound by these conditions.

1. The following definitions apply:
   • “Client” means the company, firm or organisation which has set up an account with Reed in order to use the Services.
   • “Commencement Date” means the date for the commencement of the Services as set out in the Order Confirmation.
   • “Lead(s)”means the details (set out in clause 37) of third party prospective purchasers who are interested in courses provided by the Client.
   • “Order Confirmation” means, in the case of online orders, the confirmation of purchase on the Website of one or more of the Services; and in the case of orders via the Reed sales team, the form signed by the Client confirming details and pricing of the Services ordered by the Client.
   • “Reed” means Reed Online Limited, acting through its division reed.co.uk .
   • “Reed Group” means all companies in the same group as Reed. Two companies are in the same group if they share the same ultimate holding company.
   • “Services” means the online course listing services as set out in clause 2.
   • “Terms” means these terms and conditions.
   • “Website” means www.reed.co.uk and includes without limitation its content, databases, software, code and graphics.

Services

2. The following Services are available from Reed via the Website:
   • Standard course listings: the Client may advertise its courses on the courses website (https://www.reed.co.uk/courses/). There is no limit on the number of courses which may be advertised. There is no guarantee as to where/how high on search results the courses will display.
   • Branding Opportunities: various opportunities to promote the Client’s brands are available, including Provider Profile, where Reed will post a profile of the Client’s company or organisation on the Website for an agreed time. E.g. http://www.reed.co.uk/ courses/profile/avado
   • Email Services: various email services are available, including:
     • Solus emails, where Reed sends one-off emails with details of the Client’s course(s) to an agreed number of candidates who match criteria agreed between Reed and the Client. Courses will link to the Client’s website.
     • Newsletter emails, where Reed sends one-off emails with details of the Client’s course(s) to an agreed number of candidates who match criteria determined by Reed. Courses will link to the Reed website.
   • Cost per Lead (CPL): Leads to prospective customers will be generated through the Website. Standard Lead introductions and Qualified Lead introductions are available. Further details on these services are set out in clause 37.
   • Cost per Click (CPC): Reed will direct users to the Client’s website when the users click on the Client’s course listing(s) on the Website.
   • Sponsored Keywords: the Client has the option to sponsor specific keywords used in its course listings in order to gain greater prominence on the Website.
   • Sponsored Articles: The Client may purchase sponsorship of an article which will feature in the Career Advice section of the Website, targeted emails or social media channels. The Client will be mentioned in the sponsored article and link(s) to its course(s) and/or website will be included in the article.
   • Sponsored Career Guides: The Client may purchase sponsorship of a Career Guide which will feature in the Career Advice section on the Website. The Client’s courses (up to 2 per Career Guide) will be displayed on the Career Guide with links to the Website.
   • Banner Advertising: The Client may purchase advertising impressions (to be agreed) which will be displayed on agreed parts of the Website.
   • In-house Ads: The Client may purchase a Reed-designed display ad which will feature on the Website.
3. Reed shall provide the Services in accordance with these Terms. Clients must set up an account with Reed in order to gain access to the Services. The Services do not constitute an offer by Reed, and Reed reserves the right in its sole and absolute discretion to refuse to offer the Services to any person or organisation. The Client is responsible for maintaining the confidentiality of its passwords and account and is also responsible for all activity occurring under its account. The Client agrees to notify Reed immediately of any unauthorized use of its account or any other breach of security. Reed cannot accept any liability for any loss, damage or other liability arising from the Client’s failure to comply with this clause 3 or for any unauthorized access or use of its account.
4. A legally binding contract between Reed and the Client comprising these Terms and the Order Confirmation will come into effect when (i) in the case of online orders, the screen confirming successful purchase of Services appears on the Website or (ii) in the case of orders via the Reed sales team, Reed has received the Client’s completed Order Confirmation. The Client acknowledges that such contract is conditional upon the Client passing Reed’s credit checking process. Any terms and/or conditions introduced by the Client shall not form part of the contract unless Reed has signed a written agreement accepting such terms and/or conditions.
5. Reed shall perform the Services using information and criteria supplied by the Client. It is the Client’s responsibility to provide accurate and up to date information.
6. The Client undertakes not to submit for inclusion in any course listings, its Provider Profile, or anything to appear on the Website, any material which is illegal, defamatory, offensive, fraudulent, violent, discriminatory, obscene or sexually explicit or which may adversely affect Reed or Reed’s reputation.
7. Reed shall issue an invoice to the Client on formation of contract as set out in clause 4 above, and in the case of subscription Services, at agreed intervals in advance thereafter. The Client shall pay Reed’s invoices in full within 14 days from the date of invoice. In the event of late payment, Reed may suspend any or all of the Services until payment is received. In the event that the Client fails to pay any invoice within 7 days of receipt of a notice to pay (receipt shall be deemed to be 2 working days after the date of such notice), Reed may terminate the Services and all outstanding invoices shall become payable immediately. In the case of subscription Services, the fees in respect of any outstanding minimum term shall also become payable immediately. For the avoidance of doubt, the Client shall remain liable for payment of all agreed Services notwithstanding such Services have been suspended or terminated under this clause 7. Without prejudice to any other remedy, Reed reserves the right to charge interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended. Any figures used for invoicing purposes will be based on data held and collected by Reed; such data to be made available to the Client on reasonable request.
8. Online payment services will be carried out by Square, Paypal and DivideBuy. Online card payment shall be subject to Square’s terms and conditions and online payments via Paypal shall be subject to Paypal’s terms and conditions. Payments in instalments shall be subject to DivideBuy’s terms and conditions. Payment by direct debit must be arranged with Reed’s sales team who will provide the Client with a direct debit mandate form to complete.
9. The Client may provide Reed with a recurring payment authority to enable Reed to take regular payments from the Client’s nominated debit or credit card for payment of the Services. Such authority must be provided to Reed’s sale team by phone or online through the Client’s account. When a recurring payment authority has been provided, Reed will be entitled to take regular payments for the Services from the nominated debit or credit card without the need to obtain individual authorisation for every payment. The Client may cancel or update a recurring payment authority at any time by calling Reed’s sales team or online in the Client’s account. The Client will remain liable for any outstanding fees (if any) in the event that a recurring payment authority is cancelled prior to paying for all Services provided.
10. Unless a refund matrix has been set out in the Order Confirmation, once a contract has been formed, Reed cannot accept any cancellation of the agreed Services: no refunds will be given and outstanding invoices shall remain payable. Subscription Services are for a minimum term of 12 months unless otherwise agreed with Reed. In the event of early termination, no refunds will be given, outstanding invoices shall remain payable, and the fees in respect of any outstanding minimum term shall become payable. For Services purchased online, refunds may occasionally be given at Reed’s sole and absolute discretion.
11. Reed may, in its sole and absolute discretion, add to, modify or discontinue any of the Services from time to time. However, this will not affect any Order Confirmation agreed prior to any change or withdrawal of the relevant Service.
12. Reed reserves the right to change the fees and/or these Terms from time to time, provided that no change shall be retrospective.
13. Without prejudice to any other remedy, Reed may terminate the Client’s account and any or all contracts and Services with immediate effect in the event of material or persistent breach of these Terms by the Client or if Reed has reasonable grounds to believe that the Client cannot or will not pay its debts.
14. Reed reserves the right in its sole and absolute discretion to close any account at any time without reason. Examples of accounts that may be closed include, but are not limited to:
    • those of Clients who have not provided full or accurate contact or company information
    • those of Clients that Reed considers to be acting inappropriately or illegally
    • those of Clients who fail Reed’s credit checking process, or who default on payment.
15. The Client agrees to use the Website and the Services in ‘good faith’ i.e. to post course listings of reasonable quality, which provide both adequate and accurate course details. The Client also agrees that any abuse of the Services, Website or these Terms can result in the Client’s access to the Services being removed, and its account terminated. Should the Client’s account be terminated under this clause, then no refund for services paid in advance will be made to the Client. A list of best-practice guidelines can be found here.
16. The Client may not use the Reed name or Reed brand or refer to Reed in any of its course listings to make any claims in relation to its courses listed on the Website (e.g. “Reed’s top-selling course”) unless authorised in writing to do so.
17. The Client may not encourage or incentivise (whether in a course listing posted or otherwise) users of the Website to obtain or purchase any of the courses listed on the Website from alternative sources.
18. The Client may not include its contact details or website details in the course listings and/or business profile to appear on the Website.
19. The Client grants Reed a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable right and license to use, reproduce, adapt, modify, distribute, translate, publish, display and otherwise exploit any content the Client makes available to publish on the Website (“Client Content”) in order for Reed to provide the Services. The Client represents and warrants that it has the rights, power and authority necessary to grant the aforementioned license; that it does not infringe the rights of any third party; and that it complies with all applicable laws. For the avoidance of doubt, the Client warrants that it has obtained the necessary consents/releases for any images or videos displayed on the Website.
20. All intellectual property rights connected with the Services and/or the Website shall remain vested in Reed or any third party from whom such rights are licensed. The Client shall not reproduce, copy, modify, adapt, publish, transmit, distribute or in any way commercially exploit any material which is subject to any such intellectual property rights.
21. Reed cannot guarantee that (i) the Website and/or the Services will be available at all times; (ii) the Website will be free from errors, viruses and/or other harmful applications; and (iii) the Services will generate any leads, responses or results.
22. Reed shall not be in breach of these Terms if events beyond its reasonable control prevent Reed from performing the Services.
23. It is the Client’s responsibility to protect its computers against any viruses and malware.
24. These Terms and, where appropriate, the Order Confirmation contain the entire agreement and understanding between Reed and the Client. The Client acknowledges that it has not relied on any representation made by Reed in entering this contract, however, nothing in this clause shall exclude any liability for fraudulent misrepresentation. To the fullest extent permitted by law, all terms implied by law or statute are excluded.
25. In the event that the Client makes a claim against Reed for whatever reason, Reed’s liability (if any) shall not exceed the price paid or to be paid by the Client for the Services. Under no circumstances shall Reed be liable for any consequential, indirect or special losses howsoever arising or for any loss of profits, revenue, interest, goodwill, business and/or savings (whether direct or indirect). Nothing in these Terms shall be construed to exclude Reed’s liability for death or personal injury by negligence or any other liability which cannot by law be excluded.
26. If any clause or part of a clause is held to be invalid or unenforceable, this will not affect the validity or enforceability of the remaining clauses or parts.
27. Notices to Reed shall be sent by email to customer.support@reedonline.co.uk and notices to the Client shall be sent by email to the address supplied on set up of the Client’s account.
28. From time to time Reed will contact Clients in order to evaluate the service they receive and also to promote Reed’s services and products.
29. The Client undertakes not to solicit, or endeavour to solicit, for employment or engagement with itself or any associated company or organisation, any employee of Reed or of any member of the Reed Group. Breach of this clause shall be a material breach and will entitle Reed, without prejudice to any other remedies it may have, to terminate the Client’s account and Services immediately.
30. The Client will not be entitled to bring any claim or legal proceedings in respect of any refund or other repayment, howsoever arising, 4 years after the date on which entitlement to such refund or repayment arose. For the avoidance of doubt, the Website terms and conditions apply in addition to the above Terms.
31. The Client will comply with all applicable laws, including without limitation current data protection legislation.
32. For the sake of clarity and the avoidance of doubt, the Client acknowledges that it is acting as a data controller for the purpose of current data protection legislation in connection with any personal data it obtains in the provision of the Services by Reed. It is the Client’s responsibility to comply with its obligations as a data controller and to satisfy itself of the legal grounds for processing any personal data.
33. The Terms shall be governed by English law and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

Course Listings

32. By submitting a course listing, the Client is authorising Reed to post such course on the Website.
33. The Client is responsible for the content of the course listing and will indemnify Reed against any claim, loss, liability, expense and/or damage (“Losses”) in connection therewith. The Client acknowledges that all course listings will comply with Reed’s course guidelines (Courses Advertising Guidelines ) and that any non-compliance may lead to removal of the course listing without a refund. 
34. Prospective customers’ responses will be forwarded by Reed by e-mail or via Reed’s API. The Client is responsible for verifying the information contained in prospective students’ ‘ responses and Reed accepts no responsibility for the content of any such responses.
35. All and any subsequent dealings between the Client and any customer in connection with the customer’s response to the course listing are the responsibility of the Client and Reed accepts no liability whatsoever therewith. The Client acknowledges and agrees that it will respond to any prospective customer within 24 hours of receiving the enquiry via Reed.
36. The Client will comply with all applicable laws, including without limitation the Data Protection Act.
37. Reed reserves the right in its sole and absolute discretion to remove any course listing at any time without reason. Examples of course listings that may be removed include, but are not limited to:
    • those that Reed considers illegal, inappropriate or fraudulent.
    • those that advertise franchise, pyramid, network marketing or get-rich-quick schemes.
    • those which breach clauses 16,17 and 18 of these Terms and Conditions.

Cost per Lead

37. 1.1 A Standard Lead will be generated when a prospective customer (individual or corporate body) indicates interest in a course listed by the Client by completing an enquiry form on the Website supplying his/her contact information (email address and phone number), first name and last name.

37. 1.2 A Qualified Lead will be generated when a prospective customer (individual or corporate body) indicates interest in a course listed by the Client by completing an enquiry form on the Website supplying his/her contact information (email address and phone number), first name and last name, as well as:
    • additional information obtained via extra fields added to the enquiry form (and as set out in the Order Confirmation). Examples of extra fields include country of residence, postcode and availability. The Client will be billed based on the number of additional fields on the enquiry form.
    • responses to a maximum of 5 screening questions. Examples of screening questions include details about available budget, authority to purchase and timescales to make the purchase. The Client will be billed based on the number of screening questions.

37. 2 Reed shall provide the Client with the Leads generated through the Website. The Client is responsible for removing a course listing from the Website when the advertised course is no longer available. Therefore, the Client will be billed for every Lead generated through the Website even if the course is no longer offered by the Client.

37. 3 The Client acknowledges that Reed receives the information contained in the Leads from third parties; that Reed is not responsible for verifying such information and therefore Reed will not be liable for the accuracy or validity of any information contained in the Leads generated through the Website.

37. 4 The Client is responsible for informing Reed if it is not accepting Leads from outside the UK. In the absence of informing Reed, Reed will charge for all Leads provided to the Client. For the avoidance of doubt a UK Lead is defined as a Lead where the course seeker has indicated on the enquiry form that he/she resides in the UK.

37. 5 The Client will be invoiced at the end of every 4 week period. If the same Lead (based on the email address provided) is generated in the same 4-week period, the Client will be billed only once in relation to such Lead.

37. 6 The Client may set a number of leads or budget cap. Such cap will be set out in the Order Confirmation. When the agreed cap is reached, Reed will automatically remove the Course from the listing. If no cap is agreed, then Reed will charge the Client for every lead generated through the Website.

37. 7 The Client is responsible for informing Reed if it is only accepting Leads generated from businesses (and not individuals). In the absence of informing Reed, Reed will charge for all Leads provided to the Client. For the avoidance of doubt a Business Lead is defined as a Lead where the course seeker has indicated on the enquiry form that it is a business (and not an individual).

Cost Per Click

38. The Client will be charged for all traffic generated to their nominated website (per click) when users of the Website click on the Client’s course listing which appears on the Website. The Client is responsible for removing a course listing from the Website when the advertised course is no longer available. Therefore, the Client will be billed for every Lead generated through the Website even if the course is no longer offered by the Client.

Self-Service Sponsored Keyword (SSSK) Tool

39. 1 The SSSK tool enables a Client to place a bid on a keyword in order for its course to appear in highlighted sponsored slots on the Website. Courses will be ordered in search results based on their bid position: the higher the bid, the higher the position.

39. 2 The bid amount entered by the Client is the maximum that the Client is willing to pay per click on the course, however, the actual cost per click will be calculated based on other live bids for the relevant keyword, and could be lower than the amount bid by the Client.

39. 3 The Client may add, update or remove an average daily budget. The average daily budget is an indicative non-binding maximum amount that the Client wishes to spend per day. The Client acknowledges that it is possible that an individual click may result in going over budget if the cost per click is higher than the balance remaining on the average daily budget.

39. 4 By submitting a bid using the SSSK tool, the Client agrees to pay the designated cost per click for its courses using sponsored keywords.

Course Store Terms of Business (eCommerce)

If you agree to the following Conditions, you will be entering into a legally binding agreement with Reed.

1. DEFINITIONS and INTERPRETATION:

“Account”	means a single user access account established with Reed entitling you, the Course Provider to offer for purchase to Customers Courses on the Course Store.
“Commission”	means the agreed portion of the Fees which will be retained by Reed as payment for the services provided to the Course Provider under these Conditions.
“Conditions”	means the terms and conditions set out in this document.
“Correspondence address”	Reed Online Limited, Dragon Court, 27 – 29 Macklin Street, London, WC2B 5LX.
“Course Provider”	means you, the organisation responsible for the delivery and development of the Course and Materials.
“Course Provider Terms”	means the standard terms and conditions issued by the Course Provider to the Customer for the provision of the Course.
“Course”	means a course offered for purchase on the Course Store by the Course Provider and which can be purchased directly from the Course Provider by the Customer.
“Course Store”	means this online marketplace created and hosted by Reed on the Website where Course Providers offer various Courses to Customers for purchase.
“Customer”	means the individual purchasing a Course from the Course Provider through the Course Store.
“Fees”	means the fee payable by the Customer for the Course.
“Materials”	means all material supplied and developed by the Course Provider which may include online learning material and any other documentation however delivered.
“Order Acknowledgment”	means Reed’s acknowledgement by e-mail to a Customer of a Customer’s offer to purchase a Course from the Course Provider.
“Reed”	means Reed Online Ltd (Company No.6317279), a company incorporated in England and Wales whose registered address is at Academy Court, 94 Chancery Lane, London, WC2A 1DT, United Kingdom.
“Registration”	means the Customer’s registration on a Course.
“Website”	means the website located at www.reed.co.uk.

1. 1 The following rules apply in interpreting the content of these terms and conditions:
   1.1.1 References to “we”, “us” and “our” are references to Reed.
   1.1.2 References to “you”, “your” are references to you the Course Provider.

1. 2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.

1. 3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1. 4 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1. 5 A reference to any party shall include that party’s personal representatives, successors and permitted assigns.

1. 6 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1. 7 A reference to writing or written includes fax and e-mail.

1. 8 A reference in these Conditions to any other agreement or document referred to in this agreement is a reference to this agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.

1. 9 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.

2. USE OF THE COURSE STORE

2. 1 The Course Store is an online platform created by Reed to enable:
   2. 1.1 Course Providers to advertise and offer their Courses to Customers.
   2. 1.2 Customers to purchase Courses directly from Course Providers.
   2. 1.3 Customers to make bookings and pay for the Courses through the Course Store. Customer will contract directly with Course Provider under the provisions of the Course Provider Terms which the Course Provider must provide to Reed. Reed will make these terms available to the Customer prior to the Customer booking a Course. Reed does not act as agent for any Course Provider, nor does it provide any Courses or any part thereof to Customers.

2. 2 Reed offers access to the Course Store subject to the Course Provider’s acceptance of these Conditions, Reed’s Website Terms, Privacy Policy and any other rules and procedures which may be published from time to time on the Website (together referred to as the “Terms”). By advertising Courses on the Course Store, the Course Provider agrees to be bound by the Terms. Should the Course Provider not agree to these Terms, it may not use the Course Store.

2. 3 Reed reserves the right to amend or replace these Conditions at any time. Any amendments to the Conditions will be published on the Website. It is the Course Provider’s responsibility to check the Conditions periodically. The Course Provider’s continued use of the Course Store following the posting of any amendments to the Conditions will constitute acceptance of such amendments. If the Course Provider does not agree to any amendments of the Conditions, it has to cease using the Course Store.

2. 4 The Course Provider acknowledges and agrees that:
   2. 4.1 it is using the Course Store as an online platform to offer Courses to Customers and for concluding the booking and payment of such Courses when purchased by the Customer.
   2. 4.2 Reed will not have any liability for any Material or any content of any Course supplied by the Course Provider, for the failure of the Course Provider to supply the Course or Material for any reason including but not limited to the Course Provider’s insolvency or for the Customer’s health and safety when attending a lecture or participating in any activity provided by the Course Provider.
   2. 4.3 it has satisfied itself as to the identity of any Customers purchasing its Courses.
   2. 4.4 Reed will only act as the Course Provider’s booking and payment agent and that the contractual arrangement for the provision of the Course will be directly be between the Course Provider and the Customer.
   2. 4.5 it is solely responsible for the performance and quality of the Courses and Materials provided.
   2. 4.6 Reed may, from time to time and in its sole discretion, offer the Course
      Provider’s Courses at a discounted rate (by offering discount codes to
      Customers) on the Course Store for promotional purposes. In the event
      that Reed offers the Course Provider’s Courses at a discounted rate,
      Reed will absorb the discount offered by reducing its Commission (and
      not subtracting it from the agreed payments to the Course Provider).

3. CONTRACTUAL RELATIONSHIP WITH CUSTOMERS

3. 1 Course Providers will contract with Customers on the terms set out in the Course Provider Terms.

3. 2 The Course Provider is responsible for preparing the Course Provider Terms and providing these to Reed prior to using the Course Store.

3. 3
4. 3 The Course Provider warrants that the Course Provider Terms will comply with all applicable laws and regulations and that it will be kept up to date to reflect any changes in law. It is the Course Provider’s responsibility to ensure that Reed is always in possession of the latest updated version of the Course Provider Terms to issue to Customers

3. 4 Reed will issue the Order Acknowledgment and confirm the Customer’s Registration as acceptance of an offer to purchase the Course upon receipt of the Customer’s credit or debit card authorisation. Reed is free to accept or decline a Customer’s offer in its sole discretion. At the same time, Reed will also inform the Course Provider of the Customer’s successful purchase of the Course together with the Customer’s details. The Course provider agrees to unconditionally accept, honour and fulfil all bookings made through the Course Store.

4. CONTENT ON THE COURSE STORE

4. 1 The Course Provider agrees to provide complete, true and accurate information about itself when advertising Courses on the Course Store and to keep such information updated and accurate.

4. 2 The Course Provider agrees not to submit for inclusion in any posting on the Course Store, or anything to appear on the Website, any material which is illegal, defamatory, offensive, fraudulent, violent, discriminatory, obscene or sexually explicit or which may adversely affect Reed or Reed’s reputation.

4. 3 Reed reserves the right to close any Account immediately without liability if, in its opinion, any of the following has occurred:
   4. 3.1 The Course Provider has not provided full or accurate company information.
   4. 3.2 Reed considers the Course Provider is acting inappropriately or illegally.
   4. 3.3 The Course provider fails Reed’s credit checking process.
   4. 3.4 The Course Provider has breached clauses 4.13, 4.14 or 4.15.
   4. 3.5 The Course Provider’s conduct or Course generates an unacceptable level of queries and/or complaints.

4. 4 The Course Provider agrees to use the Website and Course Store in good faith, i.e. to post authentic Courses of reasonable quality which provide both adequate and accurate Course details. The Course Provider also agrees that any abuse of the Course Store or the Website or these Conditions can result in the Course Provider’s access to the Course Store being removed and its Account terminated. A list of best-practice guidelines can be found here. Should the Client’s account be terminated under this clause 4.4, then no refund for services paid in advance will be made to the Client.

4. 5 All intellectual property rights connected with the Course Store and/or the Website shall remain vested in Reed or any third party from whom such rights are licensed. The Course Provider shall not reproduce, copy, modify, adapt, publish, transmit, distribute or in any way commercially exploit any material which is subject to such intellectual property rights.

4. 6 Reed cannot guarantee that (i) the Website and/or the Course Store will be available at all times; (ii) the Website will be free from errors, viruses and/or other harmful applications; and (iii) the Course Store will generate any sale of Courses. For the avoidance of doubt, using the Course Store does not guarantee the sale of any Courses.

4. 7 The Course Provider is responsible for the Course and the content of any Material and will indemnify Reed against any claim, loss, liability, expense and/or damage (“Losses”) in connection therewith.

4. 8 All dealings between the Customer and the Course Provider after the sale of the Course on the Course Store are the responsibility of the Course Provider and Reed accepts no liability whatsoever therewith. The Course Provider will indemnify Reed against any Losses in connection therewith.

4. 9 The Course Provider will comply with all applicable laws, including without limitation the current data protection legislation and the Consumer Rights Act 2015. By submitting a Course for listing on the Course Store, the Course Provider thereby confirms that the content of the posting, the Course Provider Terms and the Course complies with all applicable laws. For the sake of clarity and the avoidance of doubt, the Course Provider acknowledges that it is acting as a data controller for the purpose of current data protection legislation in connection with any personal data it obtains in the provision of the Services by Reed. It is the Course Provider’s responsibility to comply with its obligations as a data controller and to satisfy itself of the legal grounds for processing any personal data.

4. 10 The Course Provider grants Reed a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable right and license to use, reproduce adapt, modify, distribute, translate, publish, display and otherwise exploit any content the Course Provider makes available to publish or display on the Course Store (“Course Provider Content”) in order for Reed to provide the services. The Course Provider represents and warrants that it has the rights, power and authority necessary to grant the aforementioned license and that the Course Provider Content does not infringe the rights of any third party and complies with all applicable laws.

4. 11 The Course Provider acknowledges that Reed does not check or verify any Course Provider Content, Courses or Material, but that Reed will have the right to monitor, edit or remove any Course Provider Content in whole or in part. The Course Provider agrees that Reed may disclose the Course Provider Content for any reason should Reed deem it to be necessary in its sole discretion.

4. 12 Reed reserves the right at any time to suspend, modify or discontinue the Course Store (or any part of the Course Store) temporarily or permanently for any reason without notice. The Course Provider agrees that Reed will not be liable for any loss caused should Reed suspend, modify or discontinue the Course Store.

4. 13 The Course Provider may not use the Reed name or Reed brand or refer to Reed in any of its Course listings to make any claims in relation to its Courses listed in the Course Store (e.g. “Reed’s top-selling Course”) unless authorised in writing to do so.

4. 14 The Course Provider may not encourage or incentivise (whether in a Course listing posted or otherwise) users of the Course Store to obtain or purchase any of the Courses listed in the Course Store from alternative sources.

4. 15 The Client may not include its contact details or website details in the Course listings to appear in the Course Store.

5. PAYMENT

5. 1 Reed will take payment of the Fees from the Customer and process it on behalf of the Course Provider.

5. 2 Reed will collect the Fees from the Customer, deduct and retain the agreed Commission plus VAT at the prevailing rate (as a percentage of the Fees) and pay the remainder of the Fees to the Course Provider. Payment to Course Providers using self-billing agreements will be made within 30 (thirty) days from the date the invoice has been generated by Reed. Payment to Course Providers not using self-billing agreements will be made within 30 days from the date the invoice has been received by Reed.

5. 3 Reed reserves the right to retain part of or all of the money payable to the Course Provider in order to pay the following to Customers: refunds, disputed charges or any other deductions resulting from Customer complaints in relation to the Course Provider.

5. 4 Refunds: The Course Provider Terms must clearly set out its cancellation refunds policy and this policy must at all times comply with applicable legislation. In the event that the Course Provider needs to cancel or move a Course, it is the Course Provider’s responsibility to discuss this directly with the Customer and arrange for a refund to be paid if required. For a limited time after making a booking for a Course, the Customer has statutory rights to cancel it and obtain a refund in relation to the Fees. The Statutory cancellation rights for every Course must be set out in the Course Provider Terms in clear terms and the Course Provider must adhere to these at all times. Any communication or dispute in relation to refunds of the Fees must take place between the Customer and the Course Provider directly.

5. 5 Reed shall not under any circumstances be responsible or liable for any refunds in relation to Fees paid including but not limited to errors in issuing refunds or for lack of funds by the Course Provider to refund Fees. The Course Provider may refund any Fees directly to the Customer or authorise Reed to pay the refund to the Customer if the Fee has not been paid over to the Course Provider at the time when the refund application is made. The Course provider acknowledges that Reed will have the right to refund any Fees to a Customer where Reed in its sole discretion determines that: (i) the Course provider has not acted in the best interest of the Customer or Reed; (ii) the Course Provider has breached any laws including but not limited to the Consumer Rights Act 2015; (iii) the Course Provider has acted in a fraudulent manner; and (iv) the Course Provider has not refunded any Fees to a Customer where it was contractually liable to do so. The Course Provider shall be liable for any refunds made by Reed under this clause 5.5.

5. 6 In relation to any money owed to Reed by the Course Provider under these Conditions or otherwise, Reed may, without limiting its other rights or remedies set- off such amounts against any amounts payable to the Course provider under these Conditions.

6. LIABILITY

6. 1 The Course Provider agrees to indemnify Reed against any Losses, Reed may incur as a result of any claims by any Customer or a third party in relation to the Course, the Material or the Course Provider Content, including but not limited to:
   6. 1.1 claims that the Course, Course Provider Content and/or the Material infringe any third party rights;
   6. 1.2 claims that the Courses are not fit for purpose;
   6. 1.3 claims resulting from accreditation of Courses being withdrawn or varied;
   6. 1.4 claims that the Courses or Material are corrupted or non-conforming to their descriptions;
   6. 1.5 claims that the Course Provider is in breach of the Course Provider Terms; and
   6. 1.6 claims that the Course Provider refuses to make refunds to Customers.

6. 2 Reed’s liability under these Conditions shall not exceed the sum equal to the Commission paid to Reed in the 12 month period prior to the claim (or part thereof if the contract has been entered into within the last 12 months) and in no circumstances shall Reed be liable (1) for any losses, damages, costs and/or expenses arising from events outside Reed’s reasonable control, (2) for any consequential, economic, indirect or special loss howsoever arising, and/or (3) for any loss of profits, revenue, business, opportunity, goodwill, interest or savings (whether direct or indirect) provided nothing in this clause shall be construed so as to exclude or limit a party’s liability for death or personal injury caused by negligence or any other liability which by law cannot be excluded or limited.

7. FORCE MAJEURE

7. 1 Neither party shall be liable for any delay or failure to perform its obligations under these Conditions arising from fires, floods, acts of God, strikes, riots or any other cause beyond its reasonable control (“force majeure”) provided the affected party notifies the other immediately.

8. SUSPENSION OF SERVICE AND TERMINATION

8. 1 Reed will be entitled to suspend and, in appropriate cases, terminate the Course Provider’s right to use the Course Store. The circumstances in which Reed may exercise these rights (which Reed will do with email notice to the Course Provider) are:
   8. 1.1 The Course Provider is in material breach of any of the terms of these Conditions including.
   8. 1.2 Reed is advised and have reason to believe that the Course Provider has breached any licence rights or any third party terms in connection with the Course, the Material or the Course Provider Content.
   8. 1.3 The Course Provider acts in such a way as to threaten, intimidate or otherwise make threats to any of our staff.

8. 2 Reed, in its sole discretion may terminate a Course Provider Account and remove its Course Provider Content from the Course Store at any time and for any reason without prior notice. The Course Provider agrees that Reed shall not be liable to the Course Provider or any third party for termination of its Account.

9. NOTICES

9. 1 Notices to Reed shall be sent by email to customer.support@reedonline.co.uk and notices to the Client shall be sent by email to the address supplied on set up of the Client’s account.

10. WAIVER

10. 1 No waiver by either party of any provision of these Conditions shall be binding unless expressly confirmed in writing.

11. NOTICES

11. 1 Notices to Reed shall be sent by email to customer.support@reedonline.co.uk and notices to the Client shall be sent by email to the address supplied on set up of the Client’s account.

12. SEVERABILITY

12. 1 Notices to Reed shall be sent by email to customer.support@reedonline.co.uk and notices to the Client shall be sent by email to the address supplied on set up of the Client’s account.

13. GOVERNING LAW AND JURISDICTION

13. 1 These Conditions shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the courts of England and Wales.