1 About us
1.1 Welcome to the www.ThinkTreeHub.com website (the “Website”). The Website is owned by ThinkTree Hub Ltd, a company registered in England and Wales under company number 4168328. Our registered office is at 27 Old Gloucester Street, London WC1N 3AX.
1.2 Any reference to ‘we’, ‘us’, ‘our’ or ‘ThinkTree’ in these terms is to ThinkTree Hub Ltd, and any reference to ‘you’ or ‘your’ is to the person or organisation, as applicable, placing an order on the Website.
2 How to contact us
You can contact us by sending an email to firstname.lastname@example.org.
3 These terms
3.1 These terms and conditions (the “Terms”) apply to any purchases you make on the Website, including:
3.1.1 Membership Packages (as defined in condition 8.1 below); and
3.1.2 Training Courses (as defined in condition 10.1); and
3.1.3 Certification Services (as defined in condition 16.1),
together, the “ThinkTree Services”.
3.2 Please read these terms carefully as they set out important information about your and our rights and obligations.
3.3 For the purposes of these terms, you are a ‘consumer’ if you are purchasing from the Website as an individual for purposes wholly or mainly outside of your trade, business, craft or profession. You are a ‘business customer’ if you are purchasing from the Website for purposes relating to your trade, business, craft or profession. Some terms only apply to your orders if you are a consumer and other terms only apply to your order if you are a business customer, so please make sure you read these terms carefully.
3.4 You must be at least 18 years old and a resident of the UK to place an order on the Website. If you are a business customerplacing an order on behalf of a business, you confirm that you have authority to place such order for and on behalf of that business.
3.5 We may make changes to these terms at any time. However, the terms which apply to your order will be those in force at the time you submitted your order to us.
3.6 Please print out or save a copy of these terms for your records. These Terms are only available in English.
3.8 These Terms apply regardless of whatever user device you are using (including desktop, laptop or mobile web browser, digital television, mobile phones, automobile-based personal computers, handheld digital devices, and any other mobile device or technology whether now known or developed in the future).
4.1 Please check your order carefully and correct any errors before you submit it to us. For the purposes of these Terms and Conditions, by submitting an application or request to register with the Website, become a Member and/or to purchase a Membership Package, you shall be deemed to be placing an order.
4.2 After you place your order, we will send you an acknowledgment email to let you know that we have received your order. This does not mean that your order has been accepted by us. Your order is an offer to buy goods, services or digital content from us on these terms.
4.3 Acceptance of your order by us takes place when we send you an order confirmation email, at which point a legally binding contract is formed between you and us on these terms and conditions (the “Contract”).
4.4 If we do not accept your order, for example because we are unable to take payment, what you’ve ordered is unavailable, youare under 18 or live outside of the UK, or there has been a mistake regarding the pricing or description of the goods, services or digital content, we will email you using the details you provided when you placed your order. We have the right to reject any order for any reason.
4.5 If we are making any bespoke or personalised goods or services for you which are based on specifications or other information you provide to us, you are responsible for ensuring that the information is correct.
5.1 All orders are subject to availability.
5.2 We cannot guarantee that any goods, services or digital content will be available (including as part of a Membership Package) at any given time. We also cannot guarantee that access to the ThinkTree Services or any other services or digital content will be uninterrupted, error free or secure. For example, access to the Members only area of the Website may be temporarily unavailable while we carry out maintenance or for other technical reasons.
5.3 In certain circumstances beyond our reasonable control (for example where there has been a change in law or a particular product is no longer available to us from our third party supplier) we may need to stop supplying certain goods, services or digital content. This may include certain aspects of goods / services / digital content included in a Membership Package. If this happens and it affects:
5.3.1 your order for goods / services / digital content, (subject to condition 5.3.2 below) we will notify you by email, cancel your order and:
(a) in respect of any affected services, provide you with a refund of any advance payments made by you for any affected services that have not yet been provided; and
(b) in respect of ay affected goods or digital content, provide you with a full refund (including any delivery costs, if applicable);
5.3.2 goods / services / digital content provided to you as part of your ongoing Membership package, we will notify you by email providing details as to what will no longer be available as part of the package (a “Discontinued Product”). We will use reasonable endeavours to source an equivalent alternative product and:
(a) where we successfully source an alternative to the Discontinued Product (an “Alternative Product”), we shall provide you with information regarding the Alternative Product. We will also provide you with information about your right to cancel your package but you agree that provided the Alternative Product does not constitute a material change to your Membership Package and is not materially detrimental to you, you will be deemed to accept the Alternative Product as an adequate replacement for the Discontinued Product unless you notify us otherwise in writing within 14 days of our notice to you; or
(b) where we do not successfully source an alternative to the Discontinued Product that we deem suitable, we shall notify you and provide information of our proposals, which may (at our discretion) include a refund of part of the Fee paid already by you for the Membership Package and/or a discount on future payments and/or cancelling your Membership Package.
6 Making changes to your order
6.1 If you would like to make any changes to your order after you have submitted it, please contact us as soon as possible and we will let you know if it is possible to change your order. We shall be under no obligation to accept a change request.
7.1 Descriptions of the ThinkTree Services (including any third party goods, services and/or digital content provided as part of a Membership Package) are set out on the Website. Please read the descriptions carefully.
7.2 Any pictures and images provided on the Website are for illustration purposes only.
7.3 In order to receive the benefit of certain products that are owned, controlled or provided by a third party (a “Third Party Product”), you may be required to agree to the third party’s terms and conditions before you can receive the benefit of the Third Party Product (“Third Party Terms”). Where we are aware that Third Party Terms apply we will try to notify you in advance and in writing but you understand that we are not responsible for the acts or omissions of any third party. You understand that, where applicable, if you do not agree to the Third Party Terms, we may not be able to supply and/or you may not be able to access the Third Party Product and you shall not receive (or be entitled to receive) any benefits associated with such.
8.1 Some areas of the Website are restricted to users who have purchased the relevant membership package (each, a “Member” and references to “Membership” and “Membership Package” shall be construed accordingly).
8.2 We are not obliged to permit anyone to register as a Member and we may refuse, terminate or suspend registration to anyone at any time in accordance with these Terms.
8.3 The minimum subscription term for Membership Packages is twelve (12) months. Some offers may not be available to previous subscribers. Promotional offers and incentives are subject to availability and may be changed at any time. Offers are limited to one per person.
8.4 Your Membership Package shall automatically renew on an annual basis unless you cancel your Membership in accordance with conditions 25, 26 and 34 below.
9 Registration and password security
9.1 Your username and password is personal to you. You shall keep your username and password secure and confidential. You shall not share or disclose your username or password to any third party, nor allow any third party to use such to gain access to such parts of the Website as are only accessible to Members.
9.2 If we have reason to believe there is likely to be a breach of security or misuse of the Website through your account or the use of your password, we may notify you and require you to change your password, or we may suspend or terminate your account.
10 Training courses
10.1 We provide workshops, training courses and modules, as further detailed on our Website (“Training Courses”).
10.2 Training Courses may be delivered:
10.2.1 face-to-face (whether in real life at a physical location or remotely over the internet via Zoom, Microsoft Teams or similar) at set times and dates; or
10.2.2 by way of digital download or via a link or other access information which shall enable you to access the online Training Course. Where the Training Course is made available to you in this manner, such shall constitute digital content for the purposes of these Terms and Conditions; or
10.2.3 by a combination of 10.2.1 and 10.2.2 above.
The way in which a specific Training Course (including any applicable practicals, observations and assessments) shall be delivered to you will be as stated on the Website, or as otherwise agreed with you in writing prior to you placing an order or, in some circumstances by agreement with you, prior to commencement of the course. For the avoidance of doubt, specifically the method and timing of delivery for our Curriculum Design and Support course shall be discussed and agreed with you prior to commencement of the course. Further, any ‘in person’ observations that are necessary for the Training Course shall be arranged in advance for a time and place that is mutually convenient for us and you.
10.3 Training Course materials and support documentation, including but not limited to any assessment materials and certificates (“Training Materials”) shall be made available to you in the form of digital content, either electronically or by way of a link to access the necessary supporting materials. Where the Training Materials are made available to you in a digital format (howsoever made available), such shall constitute digital content for the purposes of these Terms and Conditions.
10.4 We shall use reasonable endeavours to ensure that at the date of your order confirmation email, the content of a Training Course (including where applicable any accompanying Training Materials) shall be up to date with the industry best-practice and where applicable legislation, in each case as is in force in England and Wales at that date BUT:
10.4.1 we do not give any warranty or guarantee that the Training Course shall be up to date after that date; and
10.4.2 we shall be under no obligation to update or maintain such Training Course after the date of your order confirmation email.
10.5 You shall be entitled to print out the Training Materials for your own personal use for the purpose of completing the Training Course but you shall not at any time:
10.5.1 share the Training Materials (or otherwise make them available), in whole or in part, whether digitally or in a physical format, with or to any third party unless we have granted our express permission in advance;
10.5.2 Reproduce the Training Materials, in whole or in part, digitally or otherwise, for any purpose other than undertaking a Training Course unless we have granted our express permission in advance; or
10.5.3 Conceal or remove or attempt to conceal or remove (or permit any third party to do the same) any of our or our third party licensors’ branding or intellectual property statements as may be on the Training Materials; or
10.5.4 pretend that the Training Materials are your own or make them available for others to access or use in whatever form (including by way of copying the Training Materials and creating an independent version).
10.6 We use a third party platform called Teachable to host certain online Training Courses (“Teachable”). Teachable is owned and controlled by a third party. We have a portal on Teachable at www.thinktreehub.teachable.com (the “ThinkTree Teachable Platform”). For the purposes of these Terms and Conditions, unless otherwise stated, the term Website shall include the ThinkTree Teachable Platform.
11 Attendance at Training Courses
11.1 You shall be responsible for ensuring that you attend or otherwise access the Training Course at the relevant time and location, or otherwise in the relevant time frame, as detailed on the Website or as otherwise notified to you in writing.
11.2 You understand that where a Training Course is being delivered face-face (whether in a physical location or remotely over the internet), without liability to us:
11.2.1 It is your responsibility to ensure that you comply with any specified requirements for the Training Course. For example, you may not be allowed to attend a Training Course that is being delivered remotely if there are other people in the room with you and / or if you have children present;
11.2.2 you may be denied access to a Training Course if you arrive late or arrive in an unsuitable manner, for example if you are inebriated or have children in attendance with you; and
11.2.3 the instructor delivering the Training Course shall be entitled to remove you from the Training Course or request that you leave a Training Course if you do not comply with their reasonable instructions, for example, keeping your camera and microphone on at all times for a Training Course being delivered remotely.
11.3 You understand and agree that we give no guarantee that you will achieve any specific outcome following a Training Course being delivered, including that you will achieve a defined level of knowledge or skill or (where applicable) that you will pass any assessment or exam that you may be required to undertake.
11.4 You shall not be allowed to undertake the assessment stage of a Training Course unless and until you have completed the taught aspect of the Training Course.
12 Technical requirements for Digital Content
12.1 The term “Digital Content” shall include, without limitation any and all Training Courses, Training Materials, certificates, assessment materials and any other content, information and materials to the extent that you access such or which is made available to you in a digital format or electronically in any way, pursuant to placing an order.
12.2 To access, download and/or otherwise use Digital Content, your device (including hardware and software) needs to be up to date and of a sufficient standard to allow ordinary use of the internet. If any Training Course has any specific minimum technical requirements, such shall be as detailed on the Website.
12.3 You will need internet access to access and where applicable download Digital Content. You are responsible for any charges you may incur in connection with your access / download.
12.4 We are not liable to you if you are unable to access or download any Digital Content due to a poor internet connection, because your device does not meet the minimum technical requirements, or for any other reason outside of our reasonable control.
12.5 You understand and agree that it shall be your responsibility to obtain any and all third party licences necessary to enable access and where applicable download of Digital Content and we are not responsible or liable in any way for any third party software.
13 Delivery of Digital Content
13.1 Unless otherwise stated, Digital Content will be accessible via the link or the log in details we shall provide you. Please note that, if you are a consumer, you lose your right to cancel your order once you start to download or otherwise access the Digital Content. See conditions 25 and 26 below for more information on your cancellation rights.
13.2 Digital Content will be available to you for 12 months from the date of your order confirmation email unless otherwise stated on the Website.
13.3 If you do not own the device you use to access and/or download the Digital Content, you must obtain permission from the owner to view / download the Digital Content on their device.
13.4 Unless we notify you otherwise in writing, there is no limit on how many times you can access the Digital Content but you understand that you shall only be entitled to undertake a Training Course assessment once per order.
13.5 If you are having trouble accessing the Digital Content, please email us at email@example.com.
14 Permission to use Digital Content
14.1 In order to access and/or use Digital Content, you may be asked to read and accept the terms of our End User Agreement and/or a third party’s end user licence agreement (each, a “EULA”). The EULA will apply to your use of the Digital Content in addition to these Terms and Conditions. Please read the EULA(s) carefully as it sets out important information about what you are permitted to do with the Digital Content, restrictions on your use of the Digital Content and our rights (and those of the relevant third party) if you fail to comply with the EULA.
14.2 Any Digital Content we provide to you was designed for use in the UK. We cannot guarantee that the Digital Content is appropriate or will be available for use in locations outside of the UK. If you use the Digital Content outside of the UK, youare responsible for ensuring that you comply with any local laws.
14.3 In the event of any conflict between these Terms and Conditions and the terms of a EULA, these Terms and Conditions shall take priority.
15 Use restrictions
15.1 If you are a consumer, the ThinkTree Services (and any goods, services or digital content provided to as part of the Membership Package), including Training Materials and Digital Content where applicable, are for your domestic and personal use only. You must not use the ThinkTree Services (in whole or in part) for commercial, business or resale purposes.
15.2 Subject to condition 15.3, if you are a business customer, the ThinkTree Services (and any goods, services or digital content provided to as part of the Membership Package), including Training Materials and Digital Content where applicable, are provided to you for your internal business purposes only. You must not use the ThinkTree Services (in whole or in part) for resale purposes and any ThinkTree Services you purchase must be for the purposes of your named business only and not for or on behalf of any third party.
15.3 Where we have granted our express prior written consent, subject to payment by you of the relevant fees, you shall be entitled to resale the Training Courses to named third party students (each, a “Student”) for the purpose of such Student undertaking the specific Training Course and any associated assessment PROVIDED you supply us with the Student’s full name (and any other details we may reasonably require about such Student) in advance. For the avoidance of doubt, only a Student in respect of whom we have been provided details in accordance with this condition shall be entitled to undertake a course assessment and, where successful in such assessment, receive a certificate or other confirmation that they have completed the course assessment to the necessary standard. You shall not be entitled to transfer a purchased Training Course from one Student to another without our prior written consent.
15.4 Your use of any Digital Content is also subject to clause 14 above.
16 Accreditation and Approval Certification Services
16.2 In order for us to be able to perform the Certification Services, you will need to provide us with such documents, data, information and other evidence relating to the course / module in respect of which you are seeking certification (“Your Course”) as detailed on the order form for Certification Services and/or as otherwise notified by us to you prior to your order for Certification Services being accepted (“Evidence”). You understand we shall not be able to perform the Certification Services unless and until you supply us with the Evidence.
16.3 Where successful and accreditation or approval (as applicable) is granted by us in respect of your course /module (“ThinkTree Certification”), such ThinkTree Certification shall last for 12 months from the date of grant (“Certification Period”).
16.4 Where you are granted ThinkTree Certification, we shall issue you with a ThinkTree Certification accreditation or approval (as applicable) certificate (“Certificate”).
16.5 The Certificate shall be supplied digitally to you and shall constitute Digital Content for the purposes of these Terms and Conditions.
16.6 You shall be allowed to display your Certificate on your website and on Your Course materials.
16.7 Subject to condition 16.8 below, we shall use reasonable endeavours will provide the Certification Services within the timeframes agreed with you during the order process but in any event, we shall use reasonable endeavours to complete the Certification Services within 10 working days of you providing all necessary Evidence to us in accordance with the remainder of this condition 16.
16.8 Any dates or time frames given by us for delivery or performance of the ThinkTree Services (or any part thereof), including any completion dates stated during the order process, or in your order acknowledgment or order confirmation emails, are estimates only and time shall not be of the essence.
16.9 The Certification Services will be provided remotely unless otherwise stated by us at the time you place the order.
16.10 We will use reasonable endeavours to provide the Certification Services at the time(s) and date(s) or within the period agreed with you. If there might be a delay before we can start or restart the Certification Services, we will email you to let youknow as soon as reasonably possible. However, we are not liable to you for any losses you incur as a result of any delay caused by circumstances beyond our reasonable control (for example, the Website crashing, malicious online attacks, Wi-fi or other internet source maintenance, severe weather, accidents or unpredictable traffic delays). Please see condition 29below in respect of force majeure events for more information.
16.11 Where a delay is caused by circumstances beyond our reasonable control, we will usually try to start or restart the Certification Services as soon as the issue causing the delay has been resolved. If the Certification Services are delayed by more than three calendar months, we will email you to let you know and offer you the option to either continue waiting until the issue has been resolved (if this is possible) or to cancel your order and get a refund of any advance payments made by you for any Certification Services that have not yet been provided.
16.12 We are not liable to you for any losses you incur where the Certification Services are delayed or cannot be performed because you fail to provide us with adequate instructions or information (including but not limited to Evidence) to allow us to perform the Certification Services. In such event, no fees shall be refunded.
17.1 From the date of our email to you accepting your order for Certification Services, you shall have 3 calendar months in which to provide the Evidence in full. Where you fail to provide all the necessary Evidence, without any liability to us we shall be entitled to cancel your order for Certification Services with immediate effect by giving you written notice.
17.2 It shall be your responsibility to ensure that any and all Evidence is supplied to us in a safe and secure manner. We shall not be held responsible or liable in any way for any damage to or loss or corruption of any Evidence.
17.3 You understand and agree that:
17.3.1 Details of our requirements in respect of Evidence are detailed in the Certification Services order form or as otherwise notified to you in writing prior to us accepting your order for Certification Services (the “Evidential Requirements”);
17.3.2 in order for us to grant accreditation or approval (as applicable) in respect of Your Course, you understand that you shall be required to provide Evidence to us that meets the relevant Evidential Requirement;
17.3.3 We shall be entitled to rely on the Evidence;
17.3.4 You shall ensure that any and all Evidence provided to us in respect of Your Course, whether by you or on your behalf, is accurate, complete, up to date and reliable;
17.3.5 where you have provided us with Evidence (both in terms of quantity and quality) in respect of Your Course that we deem, in our sole discretion, to meet the applicable Evidential Requirements, subject to payment of the relevant fee by you upon completion of the Certification Services we shall issue you with a Certificate in respect of Your Course;
17.3.6 purchasing the Certification Services does not guarantee that you will be granted ThinkTree Certification or be issued with a Certificate in respect of Your Course. To obtain such, you must provide the necessary Evidence to us in a timely manner, in accordance with these Terms and Conditions;
17.3.7 in the event you fail to provide all Evidence required by us to meet the Evidential Requirement within 3 calendar months from the date of the email confirmation accepting your order:
(a) the Certification Services will be deemed completed;
(b) Your Course shall not be granted ThinkTree accreditation or approval (as applicable); and
(c) no Certificate shall be issued; and
17.3.8 we shall be under no obligation at any time to grant your Course ThinkTree Certification and/or issue a Certificate if the Evidence provided is:
(a) insufficient in any way to meet the relevant Evidential Requirement; and/or
(b) delivered to us after the time frame detailed in condition 17.3.7 above.
18 Certification Renewal
18.1 Upon expiry of the Certification Period, the ThinkTree Certification will need to be renewed. We will use reasonable endeavours to contact you a reasonable period in advance of the Certification Period expiring to discuss renewal options. Renewal of ThinkTree Certification shall fall within the meaning of the term ThinkTree Services.
18.2 Where you wish to renew your ThinkTree Certification, you shall be required to:
18.2.1 Pay the necessary renewal fee for ThinkTree Certification;
18.2.2 confirm in writing that there has not been a Change of Circumstance (as detailed iin condition 20.1.2 below);
18.2.3 confirm in writing that the content of Your Course has not changed since ThinkTree Certification was last granted; and
18.2.4 confirm in writing that the law governing and industry best-practice for the subject matter of Your Course (as applicable) has not changed since ThinkTree Certification was last granted.
We may, at our discretion, require you to provide Evidence in respect of the above before we renew ThinkTree Certification for Your Course.
19 Resale of Your Course
19.1 You agree that we shall be entitled to:
19.1.1 List Your Course on our Website and/or on ThinkTree Teachable ;
19.1.2 Sell Your Course to third parties via our Website and/or on ThinkTree Teachable;
19.1.3 Make Your Course available to third parties, whether via a link, log in or through a third party website (including ThinkTree Teachable) or otherwise; and
19.1.4 Provide assessments in respect of Your Course and, where applicable, issue certificates to such third parties who pass the relevant assessment for Your Course.
19.2 Where we make Your Course available to third parties or otherwise deal with Your Course in a manner identified in condition 19.1 above, you understand and agree that:
19.2.1 we shall not be responsible for the acts or omissions of the third party end-user (the “End User”);
19.2.2 we are under no obligation to impose or enforce any terms on the End User;
19.2.3 should you wish for the End User to agree to any terms and conditions or other policy before they are able to access and/or use Your Course (or any part thereof) (“End User Terms”):
(a) it shall be your responsibility to notify us in advance and in writing of such request for End User Terms to be put in place;
(b) it shall be your responsibility to provide us with the relevant End User Terms;
(c) we shall use reasonable endeavours to incorporate the necessary step on the Website so as to require the End User to accept your End User Terms before being allowed access to Your Course (or part thereof, as applicable);
(d) we shall not be responsible in any way in the event that an error occurs with the Teachable platform which results in an End User accessing Your Course (or any part thereof) without having agreed to your End User Terms in advance; and
(e) any contract that is formed by the End User’s agreement to the End User Terms, will be between you and the End User. We shall not be a party to such contract.
19.3 Where we have granted ThinkTree Certification to Your Course, subject to you obtaining our express prior written consent (which we shall grant at our sole discretion) and subject to payment by you of the relevant fees (as notified to you in writing by us in advance), you and us agree that you shall be entitled to resale Your Course to:
19.3.1 Students for the purpose of such Student undertaking the Your Course and any associated assessment; and/or
19.3.2 Third party resellers for the purpose of such resellers selling Your Course Students,
PROVIDED you supply us or shall ensure that the third party reseller supplies us with the Student’s full name (and any other details we may reasonably require about such Student) in advance. For the avoidance of doubt, only a Student in respect of whom we have received the necessary fee and have been provided details in accordance with this condition shall be entitled to undertake a ThinkTree course assessment and, where successful in such assessment, receive a ThinkTree certificate or other confirmation that they have completed the course assessment to the necessary ThinkTree standard. For the avoidance of doubt, where we have granted ThinkTree Certification to Your Course, you agree that you shall not resell Your Course to third parties or permit any third party to resell Your Course except in accordance with the provisions of this condition 19 whilst Your Course (including marketing material) makes any reference to or use of our name, the ThinkTree Services and/or the Website.
20 Revoking ThinkTree Certification
20.1 Where we have issued Your Course with ThinkTree Certification, you understand that we shall be entitled to revoke or suspend (at our discretion) such with immediate effect without liability in the event that, at any time during the Certification Period:
20.1.1 we become aware or reasonably suspect that the Evidence (or any part thereof) supplied to us by you or on your behalf was not accurate, up to date and/or reliable in any way. For example, if you provide Evidence confirming that the course trainer is licensed to practice in a particular field but we subsequently find out that the course trainer’s licence has been suspended, we will be entitled to revoke or suspend (at our discretion) ThinkTree Certification with immediate effect;
20.1.2 the Evidence (in whole or in part) ceases to be accurate, up to date and reliable in respect of Your Course, or the content of Your Course changes (each a “Change of Circumstance”). For example, if you provided Evidence that confirmed the course trainer was licensed to practice in a particular field but such licence is subsequently suspended or revoked for whatever reason, this would constitute a Change of Circumstance. Or, if you changed a module, or added a new module, this would constitute a Change of Circumstance; or
20.1.3 we receive a complaint from a third party with regards to the delivery of Your Course.
20.2 In the event that you at any time during the Certification Services or any time thereafter during the Certification Period become aware that there has been a Change of Circumstance, you shall promptly notify us in writing, providing details. We shall, at our discretion, determine what the next steps are. For the avoidance of doubt, we shall be entitled to revoke your ThinkTree Certification or require you to resubmit Evidence or take such other act as we deem reasonably necessary in our sole discretion.
20.3.1 Promptly remove all reference to us and ThinkTree Certification from Your Course and all associated training materials and websites; and
20.3.2 use reasonable endeavours to notify your customers and suppliers that Your Course no longer has ThinkTree Certification.
20.4 We shall be under no obligation to refund any fees paid by you in respect of Certification Services where we revoke ThinkTree Certification in accordance with conditions 20.1 or 20.2 above.
21.1 Our obligations to you
21.1 We will provide:
21.1.1 Membership Packages; and
21.1.2 the Certification Services; and/or
21.1.3 the Training Courses (including the Training Materials),
(as applicable), including without limitation Digital Content, using reasonable skill and care.
21.3 Where there is planned maintenance to be performed on the Website which is likely to materially impact you we will use reasonable endeavours to notify you a reasonable period in advance. In the event that maintenance is required unexpectedly and it is likely to materially impact you, we will use reasonable endeavours to notify you of such as soon as reasonably possible.
21.4 We are not liable to you if you are unable to access the Website, in whole or in part, or access Digital Content or any other part of the ThinkTree Services due to a poor internet connection or for any other reason outside of our reasonable control.
21.5 We may modify the features and functionality of the ThinkTree Services (or any part thereof), however, we shall use reasonable endeavours to ensure that any such modification does not materially adversely affect the use of the relevant ThinkTree Services by our customers generally.
22 Intellectual Property
22.1 In these Terms and Conditions, the term “Intellectual Property” means patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
22.2 All Intellectual Property in the ThinkTree Services and in any Training Materials, Digital Content and any text, images, video, audio or other multimedia content, software or other information or material submitted to or accessible from the Website(together and in part the “ThinkTree IP”) is owned and controlled by us or our licensors.
22.3 We and our licensors reserve all our Intellectual Property rights in the ThinkTree IP. This means that we remain owners of these rights and are free to use them as we see fit. Except for the rights expressly granted in these Terms and Conditions, you will not acquire in any way any title, rights of ownership, or Intellectual Property rights of whatever nature in the ThinkTree IP (or any part).
22.4 You agree not to adjust, try to circumvent or delete any notices contained on or in (as applicable) the ThinkTree IP or any part thereof (including any Intellectual Property notices) and in particular, in any digital rights or other security technology embedded or contained within the ThinkTree IP or any part thereof.
22.5 Any payments that you make or have made only allow you to access and use the ThinkTree IP in accordance with these Terms and Conditions.
22.6 You understand that where you purchase a Training Course through the Website, you are being granted a non-exclusive, non-transferable, non-assignable licence to such Training Course. You shall at no point own or acquire any rights, title or interest in or to such Training Course or any part thereof including the Training Materials. Where applicable, please see the terms of the EULA for specific licence terms relating to your use of the Training Course and/or Training Materials.
22.7 You understand that we own or control the Intellectual Property in the name THINKTREE, THINKTREE HUB and any associated logos and figurative marks (the “ThinkTree Trade Marks”). Except where we expressly state otherwise in writing in advance, we do not grant you any rights to the ThinkTree Trade Marks, in whole or in part. The ThinkTree Marks shall constitute ThinkTree IP.
22.8 You agree and guarantee that you own or control any and all Intellectual Property in or relating to (as applicable):
22.8.1 the Evidence; and
22.8.2 Your Course.
22.9 You now confirm and guarantee that in respect of the Evidence and Your Course, you have obtained any and all consents, licences and permissions necessary or desirable to allow us to:
22.9.1 Perform the Certification Services; and/or
22.9.2 make Your Course available to third parties via the Website; and
22.9.3 make Your Course available to third parties via any third party website to the extent you are notified of such website in advance.
22.10 Where you are a business customer, you hereby indemnify us and agree to keep us indemnified in respect of any and all loss and/or damage suffered by us and in respect of any claim brought against us that arises in connection with a breach by you of condition 18.8 above.
22.11 For the avoidance of doubt, you understand and agree that we do not own the Intellectual Property in the Teachable platform but we do own all Digital Content hosted on the ThinkTree Teachable Platform, along with the ‘look and feel’ of the Website including the ThinkTree Teachable Platform.
22.12 This clause 20 will remain binding on you and us following the end of our agreement.
23 Fees and payment
23.1 Prices for the ThinkTree Services are set out on the Website.
23.2 All prices are in pounds sterling (£)(GBP) and include VAT at the applicable rate, but (where applicable) exclude delivery charges.
23.3 Prices may change at any time. Except as set out in clause 21.4 below, such changes will not affect existing orders.
23.4 If there has been an error on the Website or in any of our communications with you regarding the pricing of any of the ThinkTree Services and this affects your order, we will try to contact you using the contact details you provided when youplaced your order. We will give you the option to re-confirm your order at the correct price or to cancel your order. If we are unable to contact you, we will treat the order as cancelled and notify you by email.
23.5 All payments must be paid in full in advance unless otherwise agreed in writing.
23.6 In the event that we deliver any Training Course face-to-face, you shall pay our reasonable travel expenses within 7 days of us producing reasonable evidence of such expenses. Travel expenses shall include fuel / travel costs, sustenance and accommodation, as applicable, and any other expenses reasonably incurred by us in connection with delivering the Training Course to you at such location.
23.7 If any payment from you is not received by us when due, we may charge interest on any balance outstanding at the rate of 8% per year above Bank of England’s base rate.
23.8 Payment can be made via the method stated on the Website. Alternatively, you a make a direct bank transfer subject to contacting us in advance and us providing you with a specific order reference code.
23.9 If you choose to pay for your Membership Package by continuous card authority, your debit/credit card will be debited every twelve (12) months. Your Membership Package will automatically renew on an annual basis unless and until terminated by either party in accordance with condition 34 below. Your Membership Package will be deemed continuous until you cancel, which must be in line with the procedures below.
24 External services
24.1 The ThinkTree Services may enable you to access services and websites that we do not own or operate (referred to below as “External Services”).
24.2 We are not responsible for examining or evaluating the content or accuracy of these External Services. Before using them, make sure you have read and agreed to the terms on which they are being offered to you including the way in which they may use your personal information.
24.3 You must not use External Services in any way that:
24.3.1 is inconsistent with these terms or with the terms of the External Service; or
24.3.2 infringes our Intellectual Property rights, or the Intellectual Property rights of any third party.
25 Consumer cancellation rights
This clause 17 only applies to you if you are a consumer.
25.1 Except in the circumstances listed in clause 25.2, you have the right to change your mind and cancel your order as follows:
25.1.1 in respect of orders for goods, you have 14 days from the delivery date to cancel your order; and
25.1.2 in respect of orders for services or digital content, you have 14 days from the date of your order confirmation email to cancel your order.
25.2 You do not have the right to cancel orders for perishable, bespoke or personalised goods. You also lose your right to cancel in the following circumstances:
25.2.1 if you remove or break a protective or hygiene seal attached to any goods;
25.2.2 if you requested for us to start providing the relevant services (including Membership Packages, Certification Services, Training Courses) during the 14-day cancellation period and such are fully (or substantially) performed during this period; or
25.2.3 once you access the Digital Content; or
25.2.4 once you start to use any goods or services provided as part of the Membership Package.
25.3 We are under no obligation to provide any services during the 14-day cancellation period unless you request that we start providing the services and we, at our sole discretion, agree.
25.4 To cancel your order, please email us at firstname.lastname@example.org. To help us process your cancellation more quickly, please include your full name and order number in the email you send to us.
26 Refunds if you cancel your order
This clause 21 only applies to you if you are a consumer.
26.1 If you exercise your right to cancel under clause 25, we will provide you with a refund as soon as possible.
26.2 We will issue your refund to the same payment method you used when you placed your order.
26.3 If the right to cancel does not apply because of one of the circumstances listed in clause 25.2, you will not be entitled to a refund unless the goods, services or digital content are faulty. See clause 27 below.
27 Faulty goods, services or digital content—consumers
This clause 27 only applies to you if you are a consumer.
27.1 Any goods or digital content that we provide to you will be in accordance, in all material respects, with the relevant specification as detailed on the Website. Any services that we provide to you will be provided with reasonable care and skill in accordance with condition 21 above.
27.2 We are under a legal duty to supply goods, services and digital content that are in conformity with our contract with you.
27.3 If a service is not carried out with reasonable care and skill, you can ask us to repeat the service or to fix it, or get some money back if we cannot fix it.
27.4 If your digital content is faulty, you are entitled to a repair or a replacement. If the fault cannot be fixed, or if it has not been fixed within a reasonable time and without significant inconvenience to you, you can get some, or all, of the money back that you paid in respect of the faulty digital content.
27.5 If you can show that a fault in the digital content has damaged your device and we have not used reasonable care and skill, you may be entitled to a repair or compensation.
27.6 This is a summary of some of your key rights. They are in addition to your cancellation rights set out in clause 25 above.
27.7 If there is a problem with any goods, services or digital content you have purchased from us, please contact us as soon as reasonably possible.
28 Faulty goods, services or digital content—business customers
This clause 28 only applies to you if you are a business customer.
28.1 In the event that we fail to provide the ThinkTree Services (or a part thereof) in accordance with the warranty given in condition 21.1 above, subject to you complying with your obligations under clause 28.2, we will (in each case at our option):
28.1.1 remedy or re-performor refund the ThinkTree Services (or defective part thereof) that do not comply with condition 21.1 ; or
28.1.2 correct the errors in, or replace or refund, any defective Digital Content.
28.2 If there is a breach of clause 21.1 you must:
28.2.1 notify us by email to email@example.com within 7 calendar days from the date you become aware of the breach and in any event, within 7 days from the date that the relevant services are completed;
28.2.2 provide us with sufficient information as to the nature and extent of the defects, including to enable us to reproduce the errors or investigate the defect; and
28.2.3 give us a reasonable opportunity to investigate the defect.
28.3 If we provide you with a refund under clause 28.1.2:
28.3.1 you no longer have any rights to use the ThinkTree Services (or relevant part thereof), including where applicable any Digital Content; and
28.3.2 you must remove the Digital Content from any device and delete any copies.
28.4 Clause 26.2 sets out your sole and exclusive remedy for any breach of condition 21.1.
28.5 Except as set out in condition 21.1 and this condition 28, we give no warranties and make no representations in relation to the goods, services or digital content, and all warranties and conditions (including the conditions implied by sections 13–15 of the Sale of Goods Act 1979 and sections 12–16 of the Supply of Goods and Services Act 1982, and any implied terms relating to the ability to achieve a particular result), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
29 Events beyond our control
29.1 Neither you or us shall be in breach of the contract between us, nor liable for delay in performing, or failure to perform, any of your or our obligations under the contract if such delay or failure result from events, circumstances or causes beyond that party’s reasonable control.
30 Certain parts of the ThinkTree Services rely on a number of things working properly to enable you to enjoy all of their features. Many of these, such as your internet connection and your device, are entirely outside of our control. Although wewill do what we reasonably can to resolve issues, we are not responsible to you for any delays, interruptions, errors or other problems resulting from use of the internet or electronic communications network, faulty components in your device (such as a faulty camera), or anything else that it would not be reasonable to expect us to control.
31 Your privacy and personal information
32.1 Subject to the below, our liability under or in connection with these terms (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) will not exceed:
32.1.1 the amount paid by you for the Membership Package in the contract year in which the breach occurred; or
32.1.2 the total fees paid or payable by you under the Contract for ThinkTree Services from the Contract Start Date to the date of the breach;
32.1.3 the total fees paid or payable by you under the Contract for ThinkTree Services in the 12 months prior to the date of the breach;
whichever is the greater.
32.2 Where a Training Course is to be delivered in real time on a set date at a set time (whether face to face at a physical location or remotely online), we shall not be responsible to you in any way in the event that you do not attend the Training Course and/or if you are denied entry to or are subsequently removed from the Training Course in accordance with these Terms and Conditions.
32.3 Subject to condition 32.4 below, we will not be liable to you under or in connection with these terms (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) for:
32.3.1 consequential, indirect or special losses; or
32.3.2 any of the following (whether direct or indirect):
(a) loss of profit;
(b) loss of business;
(c) loss or corruption of data;
(d) loss or corruption of software or systems;
(e) loss or damage to equipment;
(f) loss of use;
(g) loss of opportunity;
(h) loss of savings, discount or rebate (whether actual or anticipated); or
(i) harm to reputation or loss of goodwill.
32.4 Nothing in these terms will limit or exclude our liability for:
32.4.1 death or personal injury caused by negligence;
32.4.2 fraud or fraudulent misrepresentation; or
32.4.3 any other losses which cannot be excluded or limited by law.
32.5 Except as expressly set out in these Terms, all implied warranties are hereby expressly excluded to the fullest extent permitted by law.
33.1 We may suspend your access to the ThinkTree Services:
33.1.1 if we suspect that you have misused the ThinkTree Services (in whole or in part) or have breached the Contract between you and us, in which case (without prejudice to our rights to end the Contract) we will take steps to investigate the issue following which we may restore or continue to suspend access;
33.1.2 if you fail to pay any sums due by the payment date, in which case we will restore access to the ThinkTree Services promptly after we receive payment in full and cleared funds (subject to condition 34 below); or
33.1.3 if required by law, or by court, governmental or regulatory order.
33.2 You are required to continue to pay the fees during any period of suspension, even though you may not have access to all or part of the ThinkTree Services.
34 Term and Termination
34.1 The Contract shall be formed on the date we accept your order (“Contract Start Date”).
34.2 Where the Contract is for ongoing services, for example a Membership Package, the Contract shall renew annually thereafter unless and until terminated in accordance with this condition 32.
34.3 Subject to conditions 25 – 28 (inclusive) above regarding your cancellation rights, you may terminate this Contract by giving us a minimum of one months’ notice in writing, such notice to expire on the first or any subsequent anniversary of the Contract Start Date. Notice to terminate must be sent in accordance with condition 37.7 below. For the avoidance of doubt, in the event you terminate the Contract in accordance with this condition 32.3 we shall not be obliged to refund any fees(except as otherwise stated in these Terms and Conditions).
34.4 We may terminate the Contract at any time by giving you one month’s prior written notice. Where we terminate the Contract in accordance with this condition 30.4, we shall refund you for any services not yet provided for which you have paid in advance and such refund shall be calculated as a proportionate part of the fee paid by you as there are full calendar months remaining until the next anniversary of the Contract Start Date.
34.5 Either party may terminate the Contract at any time by giving notice in writing to the other party if:
34.5.1 the other party commits a material breach of the Contract and such breach is not remediable;
34.5.2 the other party commits a material breach of this Agreement which is not remedied within 14 days of receiving written notice of such breach;
35.5.3 any consent, licence or authorisation held by the other party is revoked or modified such that the other party is no longer able to comply with its obligations under this Agreement or receive any benefit to which it is entitled.
34.6 Without prejudice to any other rights that we may have, we may terminate this agreement immediately on written notice to you if you fail to pay any amount due under the Contract on the due date and such amount remains unpaid five Business Days after we have sent you written notification (in accordance with condition 32.7 below) that the payment is overdue.
34.7 Either party may terminate the Contract at any time by giving notice in writing to the other party if that other party:
34.7.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
34.7.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the non-defaulting party reasonably believes that to be the case;
34.7.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986; or
34.7.4 suffers any other significant insolvency event.
34.8 The right of a party to terminate the Agreement pursuant to clause 34.7 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to this agreement.
34.9 On termination of this Agreement for any reason:
34.9.1 you shall immediately pay all of our outstanding invoices;
34.9.2 (where applicable) you shall remove any and all references to ThinkTree and ThinkTree Certification from Your Course, website and any supporting training or marketing materials; and
34.9.3 the accrued rights and liabilities of the parties (including any rights in relation to breaches of contract) shall not be affected.
34.10 The conditions of this agreement which expressly or by implication are intended to survive termination, shall survive termination, howsoever caused, including (but not limited to conditions 22, 23, 29, 32, 34, 35, 38 and 39.
35 No third party rights
No one other than us or you has any right to enforce any of these terms under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
36 Data Protection
37.1 If you have a complaint, please contact us at the firstname.lastname@example.org.
38 Governing law and jurisdiction
38.1 If you are a consumer, the laws of England and Wales apply to these terms, although if you are resident elsewhere you will retain the benefit of any mandatory protections given to you by the laws of that country. Any disputes will be subject to the non-exclusive jurisdiction of the courts of England and Wales. This means that you can choose whether to bring a claim in the courts of England and Wales or in the courts of another part of the UK in which you live.
38.2 If you are a business customer, these terms and any dispute or claim arising out of, or in connection with, the terms, their subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales. You and us both irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, these terms, their subject matter or formation (including non-contractual disputes or claims).
39 General terms
39.1 For the purposes of these Terms: “including” and its derivations mean “including, without limitation”; “material” includes all or part of any text, graphics, layout, logos, images, audio material, films or other moving images; “for example” and its derivations are used solely for the purpose of demonstrating an example; they do not constitute an exhaustive list, nor will the example apply in every instance; headings and subheadings are used for convenience or reference only and shall not affect its construction or interpretation; and “Trade Marks” means the trade marks, logos and service marks (whether or not registered) displayed on the Website.
39.2 You are not allowed to transfer your rights under these terms to anyone without our prior written consent. We may transfer our rights under these terms to another business without your consent, but we will notify you of the transfer and make sure that your rights are not adversely affected as a result.
39.3 If any provision of these terms (or part of any provision) is or becomes illegal, invalid or unenforceable, it shall be severed from this agreement (or where applicable the relevant part of the provision shall be severed from this agreement) and the legality, validity and enforceability of any other provision of these terms will not be affected.
39.4 If you breach these terms and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these terms. It shall not constitute a waiver of our rights or of any rights we may have in the future.
39.5 Any variation to these terms will not be binding unless expressly agreed in writing between you and us.
39.6 You and we both agree that these terms constitute the entire agreement between you and us in relation to your order. Youacknowledge that you have not entered into these terms in reliance on any representation or warranty that is not expressly set out in these terms and that you will have no claim for innocent or negligent misrepresentation on the basis of any statement in these terms.
39.7 Notices under this agreement shall be in writing and sent by email to;
39.7.1 In our case, to email@example.com;
39.7.2 In your case, the email address given by You when placing your order;
Notices shall be deemed received immediately upon sending to the correct email address except where such is outside of normal business hours (normal business hours being 9am-5pm Monday to Friday in the England, excluding bank holidays in England), whereupon receipt shall be deemed to have occurred at 9am on the next business day. This clause does not apply to notices given in legal proceedings or arbitration.