Law Society of Scotland

Terms And Conditions

Prior to being granted with access to the necessary training course, you must first accept in their entirety the Terms and Conditions. Please note that all references to ‘You’ shall be deemed to apply to you in all instances expect in relation to any payment obligations (where that reference shall apply to the person that made the payment on your behalf).

If you accept in their entirety the Terms and Conditions simply place a ‘tick’ in the ‘I accept these terms and conditions’ box and click the ‘Accept’ button.

TERMS AND CONDITIONS

These are the terms and conditions on which Orkell Limited ([see section Contact Details]) (hereinafter ‘Orkell’, ‘us’ or ‘we’) provide to You the Service (as defined below).

THE SERVICE & MEMBERSHIP

Orkell is an online continuing professional development training service provider and has been engaged by The Law Society of Scotland (hereinafter the ‘Professional Body’) to help provide the Service to members of the Professional Body whereby such members can buy access to specific Courses (as defined below) that form part of the Service from time to time via the Access Website (as defined below).

When You place an order to buy access to a specific Course You shall be given free membership to the ‘Orkell User Network’, which will terminate when you chose to unsubscribe as a member. Orkell reserves the right to terminate Your membership of the Orkell User Network at any time at its sole discretion and this shall not affect the terms of Your Contract, which shall continue until it expires or is terminated in accordance with paragraph 10 below.

CONSUMER RIGHTS

The Service is intended to be a purely business-to-business service. However, in the event that You are contracting as a consumer, we hereby notify You that any right You may have to cancel the Contract under the Consumer Protection (Distance Selling) Regulations 2000 shall not apply once we have started to provide the Service, which shall be deemed to be when access is made available to Courses. This provision does not affect Your statutory rights.

AVAILABILITY & ACCESS

We shall provide the Service using reasonable care and skill. Although we cannot and do not guarantee that the Service or the Courses will be available to access at all times, in the event that the Service (including but not limited to any help desk facility that we might make available from time to time) or any Course is suspended for repairs, improvements or maintenance, we shall use reasonable endeavours to keep downtime to a minimum and promptly restore the Service or Course to its proper operating condition.

OUR LICENCE

We grant You, for the period during which You are entitled to access a Course, a non-exclusive, non-transferable licence to view, copy or make printouts of the content of the Course for Your personal use for the limited purpose of personal training and knowledge enhancement, all in accordance with these terms and conditions and subject to any applicable additional terms and conditions of use brought to the attention of Users prior to their accessing the Course.

We confirm to You that we own or are the permitted licensees of the Intellectual Property Rights in relation to the content of the Course, and that as far as we are aware the provision of the Service (or part thereof) to You does not and, for the period during which You are entitled to access a Course, will not infringe the Intellectual Property Rights of a third party or other rights in relation to such content.

PRICE & PAYMENT

The price of access to any Course will be as quoted on our Site from time to time, except in cases of obvious error. These prices include VAT at the prevailing rate from time to time.

Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent You a Confirmation.

Our site refers to a number of Courses and it is always possible that, despite our best efforts, some of the Courses listed on our Site may be incorrectly priced. We will normally verify prices as part of our access procedures so that, where a Course's correct price is less than our stated price, we will charge the lower amount for access to that Course. If a Course’s correct price is higher than the price stated on our Site, we will normally, at our discretion, either contact You for instructions before giving You access to the Course, or reject Your order and notify You of such rejection.

We are under no obligation to give access to the Course to You at the incorrect (lower) price, even after we have sent You a Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by You as a mis-pricing.

Payment for the Service is due by debit or credit card payment at the time of Your order. If for any reason we reject Your order we shall wherever possible not process the payment, or if this has been processed we shall promptly provide a credit to Your account. If payment is not received in the foregoing manner, or where in the case of any credit card payment there is a ‘charge-back’ or other dispute in relation to a credit card payment, we may without any penalty or liability to You suspend Your access to the Service or any part of it until payment is made in full. We reserve the right to charge interest and late payment penalties in terms of the Late Payment of Commercial Debts (Interest) Scotland Act 1998.

DATA PROTECTION & PRIVACY

You, we and Your nominated Users shall each comply with any applicable data protection, privacy or similar laws, including but not limited to the Data Protection Act 1998, that apply in relation to any personal data processed in connection with the Service.

You shall (or, in relation to Your nominated Users, shall procure that they shall) provide us (and where applicable our sub-contractors, including without limitation World Pay) with the information requested on the order form found on the Site (which shall include without limitation the details of the User’s name, postal address, e-mail address, post code, details of the User’s profession and membership of any professional bodies, a membership number where appropriate, and payment details (hereinafter the ‘Order Information’). By You or Your nominated Users using the Service or by You making payment to Orkell of the sums specified in your order, You and Your nominated Users will be deemed to have agreed to and accepted the use of Order Information in accordance with our Data Usage Policy above.

We shall be the data controllers for any personal data comprised in the foregoing, and shall be entitled to disclose the same to our sub-contractors for the foregoing purposes and for the purpose of their performing any tasks delegated or services subcontracted to them in respect of a Contract.

You agree to keep Your user name and password secret and not to disclose or give them to any other person unless with our express prior consent. You agree to indemnify us for any loss, injury, damage costs or expenses arising directly or indirectly from any disclosure or unauthorised use of Your user name or password by you. We are not responsible for the consequences of unauthorised use of the Service by third parties in these circumstances. If any user name or password is compromised You should contact us immediately, and until You do so we will be entitled to rely on any communications sent to us using that user name or password as if they originated from You or a nominated User.

We undertake to use all reasonable measures to secure your information on our databases and systems. However, any information submitted by you via our Site or the Access Website, or by e-mail, is submitted at your own risk.

Under the laws in the United Kingdom, you are entitled to receive a copy of information about you, which is held by or on behalf of Orkell upon payment of the appropriate fee. You are also entitled to require the correction of any such information that is inaccurate or not up-to-date. If you wish to exercise any of these statutory rights, please write to us, at the address below, stating your name and address and providing any relevant information.

INTELLECTUAL PROPERTY RIGHTS

You acknowledge that all Intellectual Property Rights which subsist in or arise in connection with the Service and every Course belong to or are licensed to us (as appropriate) and that neither You nor Your nominated Users have any right in or to the Courses or their content, save the right to use them as permitted by these terms and conditions.

OUR LIABILITY

All information contained in each Course comprises general and/or generic information and training materials only; it does NOT constitute legal or other professional advice and may not be relied on as such. No Courses purport to give investment advice and it is important that You and Your Users do not rely upon the contents to make investment decisions. No part of the Service should be regarded as an offer or solicitation to sell investments in any jurisdiction. No warranty is given to You or Your nominated Users by us, our sub-contractors, the Professional Body or the owners or permitted licensees/sub-licensors of the content in the Courses (hereinafter together referred to as the ‘Providers’) in relation to the Courses or the information and materials of which they are composed. By using the Service You agree (on Your own behalf and on behalf of Your nominated Users) that the information contained within each Course does not constitute legal advice or other professional advice and may not represent a comprehensive or current statement of law or practice in the legal or other fields concerned. You and Your nominated Users should take specific advice from a properly qualified professional or adviser before applying or acting upon any of the information or materials in the Courses or advising any of Your or their customers or clients in reliance upon any such information or materials. All implied conditions and warranties are excluded to the maximum extent permitted by law.

THE LIABILITY OF THE PROVIDERS TO YOU FOR ANY LOSS, DAMAGE OR CLAIM ARISING IN RESPECT OF YOUR USE OF THE SERVICE AND/OR THE INFORMATION AND MATERIALS CONTAINED IN THE PRODUCTS IS LIMITED TO AN AMOUNT EQUAL TO 125% OF THE FEE (IF ANY) YOU HAVE PAID FOR ACCESS TO THE PRODUCTS IN QUESTION FOR THE PERIOD DURING WHICH THE LOSS, DAMAGE OR CLAIM ARISES. IF YOU HAVE NOT BEEN REQUIRED TO PAY FOR ACCESS TO THE SERVICE, THEN THE LIMIT OF LIABILITY OF THE PROVIDERS IS £50.

The Providers do not accept any liability or responsibility whatsoever for any loss or damage suffered by any user of the information and materials contained in the Courses or any material downloaded from them.

Nothing in these terms and conditions will exclude or limit in any way our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any matter for which it would be illegal for us to limit or exclude, or attempt to limit or exclude, our liability.

We accept no liability for any loss of income or revenue; loss of business; loss of profits or contracts; loss of anticipated savings; loss of data; increased costs of working; waste of management or office time; or for any indirect or consequential loss or damage of any kind however arising, whether caused by delict (including negligence), breach of contract or otherwise, even if foreseeable.

TERMINATION

A Contract may be terminated for cause in the following circumstances:

by either You or us, with immediate effect, from service on the other party of notice if the other party is in breach of any material obligation under the Contract which breach is either not capable of remedy, or (if capable of remedy) has not been remedied within 14 days of service of notice; or

by either You or us, with immediate effect, from the date of service on the other of notice if a resolution is passed or an order is made for the winding up of the other (otherwise than for the purpose of solvent amalgamation or reconstruction) or the other becomes subject to an administration order or an administrator or a receiver or administrative receiver or judicial factor is appointed over any of the other’s property or equipment.

On termination of a Contract, You shall within 14 days pay to us any sums due to us under the Contract.

COMMUNICATIONS & NOTICES

When using the Service, You accept that communication with us will be mainly electronic. We will contact You by e-mail or provide You with information by posting notices on our Site. For contractual purposes, You agree to this electronic means of communication and You acknowledge that all contracts, notices, information and other communications that we provide to You electronically comply with any legal requirement that such communications be in writing. This condition does not affect Your statutory rights.

All notices given by You to us must be given to our registered office (noted below) or to our e-mail address: support@orkell.co.uk. We may give notice to You at either the e-mail or postal address You provide to us when placing an order, or in any of the ways specified in the paragraph above. Notice will be deemed received and properly served immediately when posted on our Site, twenty four hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

TRANSFER OF RIGHTS AND OBLIGATIONS

The Contract between You and us is binding on You and us and on our respective successors and assignees. You may not transfer, assign, charge or otherwise dispose of a Contract, or any of Your rights or obligations arising under it, without our prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

EVENTS OUTSIDE OUR CONTROL

Neither we nor our sub-contractors will be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following: (a) strikes, lock-outs or other industrial action; (b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; (c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; (d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; (e) impossibility of the use of public or private telecommunications networks; (f) failures in the internet; and (g) the acts, decrees, legislation, regulations or restrictions of any government. Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.

WAIVER

If we fail, at any time during the term of a Contract, to insist upon strict performance of any of Your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve You from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to You in writing.

SEVERABILITY

If any of these terms and conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

ENTIRE AGREEMENT

These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

OUR RIGHT TO VARY THESE TERMS AND CONDITIONS

We have the right to revise and amend these terms and conditions from time to time.

You will be subject to the policies and terms and conditions in force at the time that You order access to the Service from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify You of the change to those policies or these terms and conditions before we send You the Confirmation (in which case we have the right to assume that You have accepted the change to the terms and conditions, unless You notify us to the contrary within seven working days of receipt by You of the Confirmation).

INTERPRETATION

In these terms and conditions, unless the context otherwise requires: (i) references to any statute or statutory provision shall be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced; (ii) references to one gender include the other genders, references to the singular include the plural and vice versa as the context admits or requires, and references to persons shall include corporations, firms and other legal entities; and (iii) headings will not affect construction or interpretation.

In these terms and conditions: ‘Access Website’ means the website with such URL as we may from time to time reasonably determine; ‘Intellectual Property Rights’ means trade marks, service marks, trade names, patents, copyrights, registered and unregistered designs, design rights, database rights, trade secrets, technical information, know-how and all other intellectual or industrial property rights (whether or not any of them are registered and including applications for registration of any of them) throughout the world; ‘Course’ means a specified Course of continuing professional development training; ‘Service’ means an online training service, comprising the provision to Users by us, subject to these terms and conditions, of online access to Courses, as more specifically described on the Site; ‘Site’ means the section of our website devoted to the Service located at  (or such other URL as we may from time to time reasonably determine; ‘User’ means You (if You are a living individual), or alternatively a partner, member, director or an employee of Yours nominated by You; and ‘You’ means the person, firm or legal entity contracting with us for the provision of the Service, whose details are set out in Your order and the Confirmation (and ‘Your’ shall be interpreted accordingly).

Orkell Details

Orkell Ltd is a company incorporated in Scotland with company number SC205976 whose registered office and principal place of business is at Geddes House, Kirkton North, Livingston, EH54 6GU. Orkell can be contacted by email on support@orkell.co.uk.

LAW AND JURISDICTION

Contracts for the provision of access to the Service will be governed by the laws of Scotland. Any dispute arising from, or related to, such Contracts shall be subject to the non-exclusive jurisdiction of the Scottish Courts.