ADDITIONAL PRODUCT TERMS – APPENDIX – CYPHER Learning LMS 

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. 

“Authorised Users” 

users that the Customer authorises to use the Software during the Term; 

“Customer Personal Data” 

means the personal data collected and processed in the Software; 

“End User Agreement ” 

means the End User License Agreement of the Third Party Vendor, available at: https://www.cypherlearning.com/omniplex-eula

“Monthly Active User” 

Authorised Users that log in and/or actively use the Software at least once in a given calendar month during the Term; 

“Onboarding Services” 

means training and consultancy on how to use the Software; 

“Software” 

means the online learning management system products distributed by the Third Party Vendor (as may be updated and improved) reflected in an Order Form; 

“Term” 

means the term set out in each Order Form during which the Customer has access to the Software subject to the End User Agreement; 

“Third Party Vendor” 

the third party provider, Cypher Learning Inc., who is licensing and providing access to the Software. 

1. Licence to use Software 

1.1 Subject to the Customer entering into the Agreement, Omniplex Learning shall procure the grant to the Customer of a licence from the Third Party Vendor to use and access the Software subject to and on the terms of the Agreement and the End User Agreement. 

1.2 The Customer shall: 

1.2.1 comply with the End User Agreement; 

1.2.2 ensure that its Authorised Users are made aware of and comply with the End User Agreement; 

1.2.3 be responsible for its Authorised Users’ compliance with the End User Agreement.

1.3 The Customer’s licence to use the Software is non-exclusive, non-transferable, non-sublicensable, revocable and subject to the limits on time, number of Authorised Users and price agreed in the Terms and Conditions and/or Order Form. 

1.4 The Customer shall not decompile, reverse engineer, disassemble, translate, make a derivative work, modify or adapt the Software. The Customer must not sell, sub-license, rent, lease, or otherwise provide rights to the Software or services free or for value. 

2. Data protection terms applicable to use of the Software 

2.1 The privacy policy applicable to the Software is here: https://www.cypherlearning.com/privacy-policy 

2.2 The data processing agreement applicable to the Customer Personal Data processed by the Third Party Vendor in order to provide the Software is here: https://www.cypherlearning.com/data-processing-addendum. (You will note that this agreement covers the situation where CYPHER Learning Inc. is a Processor of such Customer Personal Data used in the Software and you are Controller of the Customer Personal Data). 

2.3 The cookies policy applicable to the Software is here: https://www.cypherlearning.com/cookie-policy 

2.4 The list of sub-processors relevant to the Software is here: https://www.cypherlearning.com/data-processing-addendum. 

3. Support Services 

3.1 Omniplex Learning will provide helpdesk and support services to the Customer as further described in the support Appendix. 

4. Onboarding Services 

4.1 Onboarding Services shall be agreed between the parties in a Statement of Work. 

4.2 The parties will agree the scope and timeline of Onboarding Services within fifteen (15) days of signature by the Customer of the Order Form (unless already agreed in an Order Form or Statement of Work). 

4.3 The commencement of any Onboarding Services purchased must start within thirty (30) days of invoice date or as otherwise set out in the Order Form. 

4.4 The Customer shall co-operate with Omniplex Learning and shall provide all necessary information and assistance that Omniplex Learning may require to provide the Onboarding Services. 

4.5 The Customer shall ensure that its key members of staff required for Omniplex Learning’s delivery of the Onboarding Services are available to Omniplex Learning during the Onboarding Services. 

4.6 Omniplex shall use reasonable endeavours to perform the Onboarding Services in accordance with the relevant timetable set out in the Statement of Work, but any such timetable and dates are understood to be estimates, and time shall not be of the essence. 

4.7 In the event of any delays caused by the Customer, Omniplex reserves the right to: 

4.7.1 adjust any agreed dates; Omniplex Learning – Additional Product Terms – CYPHER Learning v1.2 – 08042026 3 Confidential 

4.7.2 where completion of the Onboarding Services is delayed for three (3) months or longer, deem the Onboarding Services to be completed with no refund due. 

5. Liability for Software 

5.1 The Customer acknowledges that, in respect of the Software, Omniplex Learning is acting as an authorised reseller of the Third Party Vendor and does not own the Software. Accordingly, the Customer acknowledges and agrees that: 

5.1.1 Omniplex Learning shall have no Liability in respect of the Software (including but not limited to the functionality, availability or whether the Software meets the Customer’s requirements). The Customer’s recourse in relation to the Software is to the Third Party Vendor under the End User Agreement. 

5.1.2 The Customer’s right to access and use the Software is subject to: 

5.1.2.1 the continued existence and validity of Omniplex Learning’s reseller agreement with the Third Party Vendor; 

5.1.2.2 the continued existence and validity of the End User Agreement or equivalent terms entered into directly between the Customer and the Third Party Vendor; and 

5.1.2.3 the continued existence and validity of, and the Customer’s compliance with the Agreement (including without limitation payment of applicable Charges). 

5.1.3 If, for any reason Omniplex Learning’s reseller agreement with the Third Party Vendor terminates or expires; and/or the End User Agreement terminates or is revoked, and Omniplex Learning is no longer authorised to provide, resell or support the Software, then the provisions of this Agreement relating to the Software (including any applicable Order Form) shall automatically terminate with effect from the date Omniplex Learning ceases to be so authorised. Any such termination shall be limited to the Software only and shall not affect: 

5.1.3.1 any other products or Services provided under this Agreement; or 

5.1.3.2 the continued validity of this Agreement in respect of those other products or Services. 

5.1.4 Upon termination of the Software in accordance with this clause Omniplex Learning’s obligations in respect of the Software (including any support or maintenance services relating to it) shall cease.