1.1 Under the terms of this license agreement ("the License") we, Upskill Online Limited of Unit 5, Red Cow Business Park, Clondalkin, Dublin D22 HC81 ("Olive", "We" or "Us"), license you to Take the online Programme [which you propose to take on the Site] ("the Programme").

1.2 In this License the word "Take" or "Taking", used in respect of the Programme means:

1.3 By accessing the Programme from the website and/or by clicking on the "accept" button below you agree to be bound by the terms of the License, which is a legal agreement.

1.4 If you do not agree to the terms of the License, you may not take the Programme, and you must leave it.

1.5 We advise you to print a copy of the License for future reference.

2.1 In consideration of the fees paid by you or on your behalf and by you agreeing to abide by the terms of this License, We hereby grant you a non-exclusive, non-transferable license for your professional use only to Take the Programme on the Website. For the avoidance of doubt, this License is for access by a single person only and you must not share the Programme with any other person.

2.2 You agree that you are undertaking the Programme as (or substantially as) part of your business, trade, craft, or profession and not otherwise. You specifically agree and represent to us that you are not an individual acting wholly or mainly outside your trade, business, craft, or profession in relation to this Programme.

2.3 You will be responsible for ensuring you have appropriate software and hardware to be able to access the Programme.

3.1 You acknowledge:

4.1 It is agreed and acknowledged by you that;

4.2 We will not in any circumstances be liable to you or to any third party, for any claim (whether in contract, tort (including negligence), breach of statutory duty or otherwise) arising under this License or in connection with your Taking or having Taken the Programme, for any loss, damage, cost, or expense and including any:

4.3 You acknowledge that you have reviewed your own requirements and understand that the only representations which we have made in respect of the Programme are those which are set out in clause 4.1 above and you have not otherwise relied on any statement, representation, or any other communication or information (howsoever conveyed), in choosing to Take the Programme.

4.4 In any event, our maximum aggregate liability under or in connection with this License will in all circumstances be limited to a sum equal to twice the fee paid for this single License. This cap on liability does not apply to clause 4.5.

4.5 Nothing in this License will limit or exclude our liability for:

4.6 This License sets out the full extent of our obligations and liabilities in respect of the provision of the Programme to you, subject to any bulk license agreement that has led us to provide the License to you. Except as expressly stated in this License, there are no other conditions, warranties, representations or terms, express or implied, which are binding on us. Any condition, warranty, representation or other term concerning the provision of the Programme which might otherwise be implied into, or incorporated in, this License whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

4.7 You indemnify us (on demand) against and shall be responsible for: each loss, liability, or cost incurred as a result of any claim by any person against us which arises as a result of the Taking of the Programme by you.

4.8 You acknowledge that the risk allocation reflected in this clause 4 is reflected in the fees payable for the Programme, and the rights, benefits, and obligations under this agreement. You also recognise the general nature of the Programme and our lack of control of how and for what purposes the Programme is used by you.

5.1 Either party may terminate this License immediately by written notice to the other.

5.2 Upon termination for any reason:

6.1 A party may give notice in writing to another party in connection with this License: (a) by way of pre-paid post to the recipient's address; or (b) by way of email to the recipient's email address.

6.2 The address of Upskill Online Limited for the service of notices is the company’s address as set out above, or such other address as the company may have notified in writing to the other parties.

6.3 The email address of Upskill Online Limited for the service of notices is john.king@olivegroup.io, or such other email address as Olive may have notified in writing to you.

6.4 A notice sent by a pre-paid post will be deemed to have been delivered three days after it was posted.

6.5 A notice sent by email will be deemed to have been delivered 24 hours after it was sent.

7.1 Further to the exclusions set out in this License, it is agreed that we will not be liable or responsible for any failure to perform, or delay in performing, any of our obligations under this License which is caused by an Event Outside Our Control, as defined in clause 7.2.

7.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.

7.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this License:

8.1 We may assign our rights and obligations under this License to another organisation, but this will not affect your rights or our obligations under this License.

8.2 You may not assign your rights or your obligations under this License to another person.

8.3 No failure or delay on our part to exercise any right or remedy provided under the License or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the 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.

8.4 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted to the minimum extent necessary to remove any such invalidity, illegality, or unenforceability, but that shall not affect the validity and enforceability of the rest of this agreement.

8.5 This License, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. You and we irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.