ADDITIONAL PRODUCT TERMS – APPENDIX – CONTENT HUB 

Some of the defined terms used in this Appendix are set out below. Any defined terms used but not set out in this Appendix are as set out in Omniplex Learning’s Terms and Conditions. 

“Access Courses” 

means the courses Omniplex Learning is authorised to sell on behalf of Access UK Limited (a Third Party Vendor), which may be delivered as Hosted Training or as a Customer Hosted Content; 

“Administrative User” 

means a Customer employee who can, in relation to Hosted Training: (a) enrol Learners; and (b) view Learner usage reports; 

“Course Library” 

means eLearning courses offered by Omniplex Learning; 

“Customer Hosted Content” 

means eLearning content delivered in the form of SCORM packages; 

“ContentHub” 

means the Course Libraries that are delivered as Hosted Training and / or Customer Hosted Content services provided by Omniplex Learning to the Customer, in each case, along with any associated software and/or services as further described in the course descriptions/ Order Form; 

“Enrolment Date” 

In relation to the Hosted Training courses, means: 

for certification courses; is the date that the Learner is given access to the Hosted Training course via an invitation email; 

for non-certification courses; is the date set out in the Order Form. 

In relation to the Customer Hosted Content, means the date the SCORM files are delivered to the Customer, or the date set out in the Order Form. 

“Hosted Training” 

means ready-to-use eLearning courses on the Platform; 

“Learner” 

means the end user of the ContentHub; 

“Permitted Purpose” 

means use of ContentHub solely for the Customer’s internal business operations; 

“Platform” 

means the learning platform managed and hosted by Omniplex Learning which can host courses for Customers if required; 

1. Licensing 

1.1 Where the Course Library is owned by Omniplex Learning

1.1.1 Upon order acceptance and subject to the terms of the Agreement Omniplex Learning grants the Customer (and any Learners) a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Course Library for the Permitted Purpose. 

1.2 Where the Course Library is owned by the Access Group 

1.2.1 The Access Courses are subject to the Access Group’s T&Cs available at: https://pages.theaccessgroup.com/Access-Terms-and-Conditions.html. By entering into the Agreement, the Customer agrees to comply with (and ensure that Learners comply with) the Access UK T&Cs. 

1.3 In all cases 

1.3.1 The Customer’s license to use the Course Library is subject to the limits on time, the limits on number of Learners and price agreed with Omniplex Learning. 

1.3.2 The term of each Course Library course shall begin on the Enrolment Date and last for the duration specified in the Order Form. 

1.3.3 Omniplex Learning makes no warranty that the Course Library courses shall meet the Customer’s or Learners’ individual needs, whether or not such needs have been communicated to Omniplex Learning. 

1.3.4 Licenses to use a Course Library, once provisioned, are fixed to a named Learner and cannot be transferred. 

1.3.5 The Customer acknowledges and accepts that the services do not include dedicated data back up or disaster recovery facilities (and the Customer should ensure it at all times maintains backups of all Customer Data). 

2. Charges 

2.1 Omniplex Learning calculates charges for ContentHub as set out in the table below:

e-Learning type	Charging basis
Hosted Training (certification courses)	per Learner per Course Library
Hosted Training (non-certification courses)	per Learner per year per Course Library
Customer Hosted Content	per Learner per year per Course Library

2.2 In all cases, the Charges shall be set out in the Order Form. 

3. Terms specific to Hosted Training 

3.1 The Customer shall contact [email protected] to request a course, providing details of the Learner(s) (including email address(es) and the course(s) they are to be enrolled onto).

3.2 Omniplex Learning will send an invitation email to the Learner(s) or Administrative User for them to enrol on the relevant course(s). 

3.3 In respect of non-certification courses, the Initial Term of the Customer’s subscription shall be set out in the Order Form. Following the Initial Term, the Customer’s subscription shall automatically renew for successive periods of twelve (12) months (each a “Renewal Term”), unless either party provides no less than seventy (70) days written notice of its intention to terminate prior to the end of the Initial Term or the relevant Renewal Term. 

3.4 Additional Terms specific to the GEL Course Library 

3.4.1 Within 6 months of expiration of a Hosted Training course, the Customer is able to purchase a course extension according to the price in the pricelist (available on request). It will not be possible to purchase an extension more than 6 months after expiration of a Hosted Training course. 

3.4.2 Learners must be enrolled in Hosted Training courses within 3 months of purchase. Any Hosted Training courses purchased but not provisioned to named Learners within 3 months of purchase will be deemed to have been provisioned and for the avoidance of doubt, no extension or refund will be provided. 

3.4.3 The Customer acknowledges that once provisioned, exam vouchers are fixed to a named Learner and cannot be transferred. 

3.4.4 Where a Learner fails an exam, Omniplex Learning reserves the right to charge for any resit requested. 

3.5 Omniplex Learning’s Obligations 

3.5.1 Omniplex Learning is responsible, where relevant, for: 

3.5.1.1 sending an invitation email to Learners and Administrative Users to enrol on the Platform (where required); 

3.5.1.2 delivery of any Hosted Training courses to Learners; 

3.5.1.3 support related to any content or technical issues; 

3.5.1.4 tutor support; 

3.5.1.5 where applicable; issuing exam vouchers, exam retakes and extensions (subject to payment of the Charges by the Customer); and 

3.5.1.6 maintaining the Platform and ensure the Hosted Training courses purchased by the Customer are available to the Learner(s) which the Customer acknowledges may require Omniplex Learning to make changes to the Platform from time to time (provided that Omniplex Learning shall not be liable for any temporary interruptions in the provision of the Platform or Hosted Training). 

3.5.2 Omniplex Learning shall use reasonable efforts to notify the Customer in advance of scheduled maintenance to the Platform, but the Customer acknowledges that it may receive no advance notification for downtime caused by a Force Majeure Event or for other emergency maintenance.

3.5.3 Omniplex Learning makes no warranty that the Course Library shall be free from minor errors or defects. 

3.6 Acceptable Use 

3.6.1 Where the Customer and/or Learners are given access to the Platform in order to access Hosted Training, the Customer shall (and shall procure that Learners shall) comply with the Platform Terms of Use contained at Appendix 1 of these terms. 

3.6.2 The Customer warrants and represents that it shall (and shall ensure that all Learners shall), keep confidential and not share with any third party (or with other individuals except those with administration rights at the Customer as necessary for use of the Services) their password or access details for any course. 

3.7 System Requirements 

The Customer is responsible for ensuring the system requirements (at https://help.docebo.com/hc/en-us/articles/360021001819-Docebo-Learn-System-Requirements) are adhered to. 

4. Terms Specific to Customer Hosted Content 

4.1 The Initial Term of the Customer’s subscription to Customer Hosted Content shall be set out in the Order Form. Following the Initial Term, the Customer’s subscription to Customer Hosted Content shall automatically renew for successive periods of twelve (12) months (each a “Renewal Term”), unless either party provides no less than seventy (70) days written notice of its intention to terminate prior to the end of the Initial Term or the relevant Renewal Term. 

4.2 Customer is responsible for informing Omniplex Learning, should more Learners have access to the Customer Hosted Content course(s) purchased than agreed with Omniplex Learning. 

4.3 Omniplex Learning will audit usage and reserves the right to charge the Customer for any Learners using the Customer Hosted Content course(s) in excess of the number agreed. 

4.4 Omniplex Learning may require editorial revisions to be made to Customer Hosted Content and the Customer agrees to promptly effect/ provide reasonable assistance to Omniplex Learning to effect such revisions. 

4.5 Customer shall ensure that SCORM files are deleted upon termination or expiry of the licence for Customer Hosted Content and shall provide evidence of such deletion promptly. 

4.6 Customer shall ensure that the learning platform it uses to host the Customer Hosted Content supports the version of SCORM file relevant to the Customer Hosted Content purchased throughout the license period. Omniplex Learning shall not be responsible for any incompatibility/ failure of the Customer’s platform to support the Customer Hosted Content purchased.

5. Account Suspension/ Termination 

5.1 Omniplex Learning reserves the right to suspend the Customer’s/ any Learner’s use of the Platform and/or access to the Customer Hosted Content and/ or Hosted Training courses at any time for operational, regulatory, legal or other reasons. 

5.2 Omniplex Learning may terminate the Customer’s licence and access to the Customer Hosted Content and/ or Hosted Training courses and terminate any Learner’s use with immediate effect: 

5.2.1 if Omniplex Learning reasonably believes the Customer or any Learner connected to the Customer is in breach of any of these terms (including without limitation the Platform Terms of Use contained at Appendix 1 of these terms); 

5.2.2 in order to prevent any fraudulent, unlawful or abusive activity; or 

5.2.3 if it is necessary to prevent or stop any harm or damage to Omniplex Learning, other Learners or the general public. 

6. Intellectual Property Rights 

6.1 The Customer must procure that Learners abide by all copyright notices or restrictions contained on the Platform and/or within any relevant Course Library. 

6.2 Omniplex Learning is the owner or the licensee of all necessary intellectual property rights in all aspects of the Platform and any Course Library, including but not limited to the technology, source code, all content, software, scripts, images, graphics and audio. The Customer shall not, and shall procure that Learners do not use the Platform or Course Library in any way that infringes Omniplex Learning’s, or our licensors’ copyright of proprietary interests. 

6.3 Where the Course Library is owned by Omniplex Learning, all Intellectual Property Rights (including those referenced in paragraph 6.2) constitutes Omniplex Learning’s Background IPR, the rights and obligations in relation to which are set out in Omniplex Learning’s Terms and Conditions. 

6.4 Where the Course Library is owned by Access UK Limited, additional terms and conditions which are available to view at: https://pages.theaccessgroup.com/Access-Terms-and-Conditions.html, may contain further rights and obligations regarding intellectual property rights. 

7. Data Protection 

7.1 Where the Course Library is owned by Omniplex Learning, the privacy policy applicable is here: https://omniplexlearning.com/privacy-policy. 

7.2 Where the Course Library is owned by Access UK Limited, additional terms and conditions which are available to view at: https://pages.theaccessgroup.com/Access-Terms-and-Conditions.html, may contain further terms regarding data protection, including privacy notice.

Appendix 1 – Platform Terms of Use 

You shall not (and shall not knowingly permit others to) use the Platform to: 

• defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as rights of privacy, publicity and intellectual property) of others or Docebo UK Limited (“Docebo” – the ultimate provider of the Platform), or interfere with another party’s use of the Platform; 
• publish, upload, ship, distribute or disseminate any harmful, infringing, fraudulent, tortious, or unlawful material or information (including any unsolicited commercial communications); 
• misrepresent, or in any other way falsely identify, your identity or affiliation, including through impersonation or altering any technical information in communications using the Platform; 
• transmit or upload any material (including without limitation data, information, pictures, documentation, audio, video, artistic works, writings, and other works of authorship) through the Platform containing viruses, trojan horses, worms, time bombs, cancelbots, or any other programs with the intent or effect of damaging, destroying, disrupting or otherwise impairing Docebo’s, or any other person’s or entity’s, network, computer system, or other equipment; 
• interfere with or disrupt the Platform, networks or servers connected to the Docebo systems or violate the regulations, policies or procedures of such networks or servers, including unlawful or unauthorized altering of any of the information submitted through the Platform; 
• attempt to gain unauthorized access to the Platform, other Docebo customers’ computer systems or networks using the Platform through any means; 
• copy, modify or create derivative works or improvements of the Platform or the Docebo software; 
• reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Platform or Docebo software, in whole or in part; 
• bypass or breach any security device or protection used by the Platform or Docebo software or access or use the Platform or Docebo software other than through the use of then valid access credentials; 
• remove, delete, alter or obscure any trademarks, documentation (relating to the use of the Platform), warranties or disclaimers, or any copyright, trademark, patent or other intellectual property rights notices from any Platform or the Docebo software; 
• access or use the Platform or the Docebo software for purposes of the development, provision, or use of a competing software service or product; 
• sell, resell, assign, pledge, transfer, license, sublicense, distribute, rent or lease the Platform or Docebo software.