Terms and Conditions

1. About these Terms of Service

1.1 We are RISE TO LIMITED (trading as LEARN AMP), a limited company registered in England with registered address at The Old Rectory, Church Street, Weybridge, Surrey, KT13 8DE and registered number 08570213 (referred to as “we, “us”, “our”, “Supplier” and “Learn Amp”).

1.2 We have developed a software application and platform called “Learn Amp” which we make available to subscribers via the internet on a pay-per-user basis.

1.3 Learn Amp has agreed to provide and the Customer has agreed to take and pay for the Services subject to this Agreement.

2. Acceptance of Terms

2.1 Website Users: By accessing or using the Website you agree to be bound by these Terms. If you do not agree, you must not use the Website or Services.

2.2 Customers and authorised representatives:

If you accept this Agreement on behalf of your employer or another entity, you confirm that you:
1. have full authority to bind that employer or entity; and
2. do so on its behalf, so every reference to “you” or “Customer” means that employer or entity.
If you accept using an email address issued by an employer or another entity, you are deemed to represent that party and your acceptance binds it to this Agreement.
By clicking “Agree” (or a similar button/checkbox), downloading any Products, or using or accessing the Products or Services, you agree to be bound by this Agreement. If you do not agree, do not click “Agree”, download, use or access the Products or Services.

2.3 Accuracy of information: You warrant that all information you provide when registering or otherwise dealing with Learn Amp is true, accurate and complete, and you will keep it up to date.

2.4 Business use confirmation: The Customer confirms that it purchases the Services solely for business use and not as a consumer. To the fullest extent permitted by law, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and any other consumer-specific legislation do not apply to this Agreement.

3. Definitions

3.1 The definitions and rules of interpretation in this clause that apply in this Agreement.
Agreed Currency: the currency in which the Fees are payable, as displayed on the Pricing Page and confirmed at checkout when you place an Order.

Agreement: the Order, these Terms and any Appendices (including policies linked from the Website).
Applicable Laws: all laws, legislation, regulations, statutes, statutory instruments, rules, regulations, edicts, by-laws or directions or guidance from government, governmental agencies or Regulator applicable to either party in effect from time to time.
Authorised Users: those employees of the Customer who are authorised by the Customer to use the Services.
Business Day: a day other than a Saturday, Sunday or public holiday in England.
Content: content provided by third parties licensed by Learn Amp as detailed in Appendix 1.
Customer: the person or entity that completes an Order via the Website or whose payment details are provided at checkout.
Customer Data: the data inputted by the Customer, Authorised Users, or Learn Amp on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services, including but not limited to the Customer’s training materials.
Data Protection Legislation: as defined in Data Processing Addendum (DPA) (see http://learnamp.com/policies/dpa).
Effective Date: the earlier of (i) the date the Customer clicks “Agree” (or similar) during checkout, or (ii) the date the Customer first accesses the Services.
Fees: means the Subscription Fees, and any other additional fees as agreed in writing between the parties from time to time. Initial Subscription Term: the subscription period selected by the Customer during checkout, starting on the Effective Date.
Learn Library: the library curated by Learn Amp of third party content, courses and events.
Order: the online request completed by the Customer via the Website specifying the Version, number of User Subscriptions, subscription period and payment method.
Regulator: the Financial Conduct Authority and Prudential Regulation Authority or any body from time to time which has authority, power or rights to inspect, audit, accredit, fine or enforce the law against the Customer or to create industry guidance which is binding on the Customer;
Renewal Period: the period described in clause 18.1.
Services: the Subscription Services and any additional services as agreed in writing between the parties from time to time.
Software: the online software application ‘Learn Amp’, provided by Learn Amp as part of the Services.
Subscription Fees: the fees payable for the chosen Version and number of User Subscriptions, as displayed on the Pricing Page and confirmed at checkout.
Subscription Services: the subscription services (including access to, and use of, the Software and Content) and support services provided by Learn Amp to Customer, and as further described in Appendix 1.
Subscription Term: has the meaning given in clause 18.1 (being the Initial Subscription Term together with any subsequent Renewal Period(s)).
Terms: these SaaS terms (being a part of this Agreement).
User Subscriptions: the user licences purchased by the Customer during checkout that permit Authorised Users to access and use the Services under this Agreement.
Version: one of the two variations of the Software (Spark and Spark plus) described on the Website, as selected by the Customer during checkout and confirmed in the Order.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.
Website: the website at learnamp.com, through which Learn Amp provides the Services and its subdomains and associated social networking profiles.

3.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

3.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

3.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

3.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

3.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

3.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Terms.

3.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the Effective Date under that statute or statutory provision.

3.9 References to clauses are to the clauses of this Agreement.

3. User Subscriptions

4.1 Subject to (a) the Customer purchasing the required User Subscriptions through an Order placed via the Website, and (b) the Customer’s ongoing compliance with this clause 4 and the rest of this Agreement, Learn Amp grants the Customer a non-exclusive, non-transferable licence that permits its Authorised Users to access and use the Services during the Subscription Term solely for the Customer’s business purposes.

4.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
facilitates illegal activity;
depicts sexually explicit images;
promotes unlawful violence;
is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
in a manner that is otherwise illegal or causes damage or injury to any person or property.

4.4 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Learn Amp on becoming aware of the same.

4.5 The rights provided under this clause 4 are granted to the Customer only.

5 Charges and Payment

5.1 Payment method and timing:

The Customer must pay all Fees in advance using a valid payment card (or another method accepted at checkout) when placing an Order on the Website.
Fees are charged in the Agreed Currency for the Initial Subscription Term and renew automatically for each Renewal Period unless cancelled under clause 18.

5.2 Remedies for late or failed payment:
Subject to any bona-fide payment dispute notified in writing, if an invoiced amount remains unpaid or a card charge authorised at checkout is declined and not successfully re-processed 30 days after its due date, Learn Amp may, without liability and in addition to any other right:

suspend the Customer’s passwords, accounts and access to all or part of the Services until full payment is received;
charge interest on the overdue sum at 2 % per annum above the Bank of England base rate, accruing daily from the due date until paid in full (before and after judgment); and
recover from the Customer all reasonable costs of collection, including payment-processor fees, charge-back fees and legal expenses.

5.3 Billing disputes: The Customer must notify Learn Amp in writing of any billing error or discrepancy within 90 days of the charge appearing on its account. If it fails to do so, the Customer waives the right to dispute that charge.

5.4 Eligibility for the Spark Version: The Spark Version is available only to organisations with fewer than 200 active employees and provides access to some of the key features of the Core Version and excludes tailored onboarding, live demonstrations, configuration, implementation or other professional services. If the Customer’s active employee count exceeds 200, Learn Amp may (i) migrate the Customer to an alternative Version, or (ii) adjust the Fees to the then-current rate for the appropriate Version.

5.5 Free trial: Each organisation under 200 employees is entitled to one 14-day free trial of the Spark Version. Registering additional trials under a different email address, legal entity or account is prohibited. Learn Amp may suspend or terminate a trial immediately if misuse or ineligibility is suspected.

5.6 Card processing: All card payments are processed by **Stripe Payments UK Ltd**. Learn Amp does not store, process or transmit raw payment-card data and complies with PCI DSS SAQ A.

5.7 Chargebacks: The Customer is responsible for any chargeback, reversal or dispute initiated with its card issuer. Learn Amp may re-invoice the disputed amount together with any payment-processor fees and a £25 administration charge per occurrence.

5.8 Fee particulars

All Fees are payable in the Agreed Currency.
Except as expressly stated in clause 18, Fees are non-cancellable and non-refundable.
Fees are exclusive of VAT and any other applicable taxes, which the Customer must pay in addition.
Fees are net of withholding taxes. If any withholding is required by law, the Customer shall gross-up the payment so that Learn Amp receives the full amount it would have received had no withholding been required.

5.9 Fee increases: Learn Amp may increase the Subscription Fees for any Renewal Period by giving the Customer written notice.

6. Services and Variation

6.1 Learn Amp shall, during the Subscription Term, provide the Services to the Customer on and subject to the provisions of this Agreement.

6.2 Where Learn Amp has agreed to tailor the Software to the specific requirements of the Customer, any such variations and all intellectual property rights in such variations to the Software shall at all times belong to Learn Amp.

6.3 In agreeing to make any variations to the Software to meet any specifications of the Customer, Learn Amp gives no warranty as to the efficacy or suitability for purpose of the variations.

6.4 Without prejudice to the Customer’s other rights and remedies, Learn Amp’s commitments to maintaining access for Authorised Users to the Service and remedies for failure to do so are detailed in the Service Level Agreement in Appendix 3 to this Agreement.

7. Customer Data

7.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. On submitting or uploading any Customer Data, the Customer automatically grants Learn Amp a non-exclusive, revocable licence to use, reproduce, distribute, prepare derivative works of, display and transmit such Customer Data as is necessary to enable Learn Amp to perform the Services.

7.2 The Customer shall at all times retain ownership of all data and information it provides to Learn Amp. Learn Amp undertakes not to share, sell or otherwise disclose any such data other than as required for Learn Amp to provide the Services which shall include without limitation disclosure of information to its server provider, Learn Amp staff and contractors.

7.3 Customer Data is uploaded at the Customer’s sole and absolute discretion. Learn Amp does not check any information or take any step to verify the accuracy of such information. Learn Amp gives no representation or warranty relating to the accuracy, appropriateness or legality of any information or Customer Data whether through the Services or otherwise and Learn Amp is not responsible, or liable to any Customer or third party, for the content or accuracy of any Customer Data available via the Services or the Website.

7.4 The Customer hereby represents and warrants that in respect of any Customer Data uploaded, such Customer data:

is not illegal in the UK or in any jurisdiction in which such content might reasonably be expected to be viewed;
is not of a pornographic, violent or obscene nature;
does not violate any copyright, trademark, trade secret, patent or other intellectual property right of any third party (whether or not registered);
does not invade any third party’s right to privacy;
does not slander or libel any person;
does not contain material that is unlawful, obscene, defamatory, pornographic, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable; and
is true, complete, accurate and not misleading.

7.5 The Customer acknowledges and agrees that Learn Amp shall be entitled to remove (or make private) any Customer Data that does not comply with Clause 7.3 without prior notice. Further the Customer acknowledges and agrees that Learn Amp may be required to provide information about the origin of any unlawful Customer Data published and/or the occurrence of any unlawful activity occurring via the Services to any police or judicial authority in any country in which such content has been viewed and is illegal and the Customer hereby irrevocably authorises Learn Amp to provide such information to such persons (on request or in our discretion) without consulting or informing the Customer, unless permitted to do so by Applicable Law.

7.6 In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Learn Amp to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Learn Amp. Learn Amp shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Learn Amp to perform services related to Customer Data maintenance and back-up).

8. Privacy

8.1 Learn Amp shall, in providing the Services, comply with the privacy policy which can be found on its website at https://www.learnamp.com/privacy-policy or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Learn Amp in its sole discretion provided that such amendments shall not degrade the level of protection offered, or be detrimental to Customer’s use of the Services in comparison to the unamended privacy policy in force at the date of this Agreement; and (ii) comply with the Data Protection Legislation.

8.2 If Learn Amp processes any personal data on the Customer's behalf when performing its obligations under this Agreement, the parties record their intention that the Customer shall be the data controller and Learn Amp shall be a data processor and the parties agree to comply with their respective duties and obligations in Data Processing Addendum (DPA) (see http://learnamp.com/policies/dpa).

9. Third Party Providers and Content

9.1 The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Learn Amp makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer or Authorised Users and the relevant third party, and not Learn Amp. Learn Amp recommends that the Customer and Authorised Users refer to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Learn Amp does not endorse or approve any third-party website referred to via the Services.

9.2 Learn Amp provides certain content generated by third parties and displays aggregated and curated content from third parties including tools, learning and development content. Learn Amp may recommend and promote certain content and may indicate content which is liked or recommended by other customers. The Customer acknowledges and agrees that Learn Amp does not endorse any content submitted or published on the Website or via the Services and any opinion, perspective or statement given by any user of the Website does not represent the views or opinions of Learn Amp or any of its officers, employees or other associated persons.

4. Customer's Obligations

The Customer shall:

provide Learn Amp with:

1. all necessary co-operation in relation to this Agreement; and
2. all necessary access to such information as may be required by Learn Amp
in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
comply with all Applicable Laws with respect to its activities under this Agreement;
carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Learn Amp may adjust any agreed timetable or delivery schedule as reasonably necessary;
ensure that the Authorised Users use the Services in accordance with the provisions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement;
obtain and shall maintain all necessary licences, consents, and permissions necessary for Learn Amp, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
ensure that its network and systems comply with the relevant and reasonable specifications provided by Learn Amp from time to; and
be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Learn Amp's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

11. Learn Amp's Obligations

Learn Amp shall:

comply with all Applicable Laws with respect to its activities under this Agreement;
provide the Services in accordance with the terms of this Agreement, and will conform in all respects to Appendix 1 (Subscription Services) and Appendix 2 (Implementation Services);
comply with Appendix 3 (Service Level Agreement);
have at all times during the term of this Agreement all licences, approvals and consents necessary for Learn Amp to provide the Services.

12. Indemnity

Each party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other party (the “Indemnified Party”) against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any infringement of third-party intellectual property rights by the Indemnifying Party provided that:

the Indemnifying Party is given prompt notice of any such claim;
the Indemnified Party provides reasonable co-operation to the Indemnifying Party in the defence and settlement of such claim, at the Indemnifying Party’s expense; and
the Indemnifying Party is given sole authority to defend or settle any such claim.

13. Limitation of Liability

13.1 This clause 13 sets out the entire financial liability of Learn Amp (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:

arising under or in connection with this Agreement;
in respect of the Services; and
in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

13.2 Except as expressly and specifically provided in this Agreement:

the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. Learn Amp shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Learn Amp by the Customer in connection with the Services, or any actions taken by Learn Amp at the Customer's direction;
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
unless otherwise expressly stated in this Agreement, the Services are provided to the Customer on an "as is" basis.

13.3 Nothing in this Agreement limits or excludes the liability of either party:

for death or personal injury caused by a party’s negligence; or
for fraud or fraudulent misrepresentation; or
for any amounts payable under the indemnities at clause 14 (Intellectual Property).

13.4 Subject to clause 13.2 and clause 13.3:

Neither party shall be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement;
Learn Amp's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Fees paid or payable for the 12 months immediately preceding the date on which the claim arose; and
The Customer’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Fees paid or payable for the 12 months immediately preceding the date on which the claim arose.

14. Intellectual Property

14.1 The Customer acknowledges and agrees that Learn Amp and/or its licensor(s) own all intellectual property rights in the Software, Services and the Website. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation. The Website is protected by UK and International copyright and other intellectual property laws. All such rights are reserved.

14.2 The Customer shall not:

attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means except to the extent expressly permitted under this Agreement; or
access all or any part of the Services in order to build a product or service which competes with the Services; or
use the Services to provide services to third parties other than as contemplated by this Agreement; or
subject to clause 19.8, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under clause 4.
Learn Amp reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to the Services and the Website if the Customer breaches the provisions of this clause.

14.3 Learn Amp and its graphics, logos, icons and service names related to the Website are registered and unregistered trademarks or trade dress of Learn Amp. They may not be used, other than as expected pursuant to the Customer’s use of the Services, without Learn Amp’s prior express written permission.

14.4 All other trademarks not owned by Learn Amp that appear in connection with the Website are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by Learn Amp.

15. Security

15.1 Whilst Learn Amp have implemented commercially reasonable technical and organisational measures to secure any personal information submitted by Authorised Users (see https://learnamp.com/policies/security-policiy), Customer Data and other user content from unauthorised use, Learn Amp cannot guarantee that unauthorised third parties will never be able to defeat those measures.

15.2 The Customer and the Customer on behalf of each Authorised User acknowledges that personal information, Customer Data and user content is submitted at their own risk.

16. Notices

16.1 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office or by email to the email address in each case as notified by the relevant party to the other party (provided a copy is sent by post pursuant to the methods in clause 16.2(a) and (b)).

16.2 Any notice shall be deemed to have been received:

if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
if sent by email to the email address of the relevant party, at the time of transmission.

16.3 This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

16.4 For the avoidance of doubt, both parties consent to receiving electronic communications in respect of the day-to-day operation of the Services.

17. Use of Customer Information Submitted

The Customer agrees that Learn Amp is free to use any comments or ideas relating to customer feedback sent to Learn Amp by either the Customer or an Authorised User through the Software without compensation, acknowledgement or payment to the Customer for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products and services and creating, modifying or improving the Software, Services or Website or other products or services. For the avoidance of doubt, all such information will be deemed by Learn Amp to be non-confidential and non-proprietary, and the Customer agrees that such information may be used by Learn Amp without any limitation whatsoever. For the avoidance of doubt, any comments or ideas relating to customer feedback sent to Learn Amp by either the Customer or an Authorised User via email or through a form of communication other than through the Software shall only be used by Learn Amp with the permission of the Customer or Authorised User.

18. Term and Termination

18.1 This Agreement starts on the Effective Date and continues for the Initial Subscription Term. It then renews automatically for successive periods equal to the Initial Subscription Term (each a “Renewal Period”) unless:

for annual subscriptions – either party gives at least 90 days’ written notice before the end of the Initial Subscription Term or any Renewal Period;
for monthly subscriptions – either party gives at least 30 days’ written notice before the end of the current monthly billing cycle; or
the Agreement is otherwise terminated in accordance with its terms.
The Initial Subscription Term together with any Renewal Periods form the “Subscription Term”.

18.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment;
the other party commits a material breach of any other provision of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so; or
the other party repeatedly breaches any of the provisions of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the provisions of this Agreement.

18.3 On termination of this Agreement for any reason:

all licences granted under this Agreement shall immediately terminate;
each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party;
Learn Amp may destroy or otherwise dispose of any of the Customer Data in its possession unless Learn Amp receives, no later than thirty (30) days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Learn Amp shall deliver the back-up to the Customer within a reasonable time of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer agrees to pay for any reasonable time for Learn Amp to prepare and deliver data; and
any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

19. General

19.1 No variation of this Agreement shall be effective unless it is in writing and signed by both parties (or their authorised representatives).

19.2 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

19.3 Except as expressly provided in this Agreement, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

19.4 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

19.5 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

19.6 This Agreement, and any documents referred to in them, constitute the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

19.7 Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

19.8 The Customer shall not, without the prior written consent of Learn Amp, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

19.9 Learn Amp may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement without the Customer’s prior written consent.

19.10 Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

19.11 This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

19.12 This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. Transmission of an executed counterpart of this Agreement (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Agreement.

19.13 Neither party shall be liable for any delay or failure in performance caused by events beyond its reasonable control, including acts of God, fire, flood, earthquake, war, terrorism, pandemic, civil unrest, strikes, internet-service disruption or governmental action. Affected obligations are suspended for the duration of the event.

20. Governing Law and Jurisdiction

20.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

20.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

21. Confidentiality and Announcement

21.1 Each party shall keep and procure to be kept secret and confidential all Confidential Information belonging to the other party disclosed or obtained as a result of the relationship of the parties under this Agreement and shall not use nor disclose the same save for the purposes of the proper performance of this Agreement or with the prior written consent of the other party. Where disclosure is made to any employee, consultant, subcontractor or agent, it shall be done subject to obligations equivalent to those set out in this Agreement. Each party shall use its best endeavours to procure that any such employee, consultant, subcontractor or agent complies with such obligations. Each party shall be responsible to the other party in respect of any disclosure or use of such Confidential Information by a person to whom disclosure is made.

21.2 The obligations of confidentiality in this Clause 21 shall not extend to any information which the party that wishes to disclose such information can show:

is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under this Agreement;
was in its written records prior to the Effective Date and not subject to any confidentiality obligations;
was independently disclosed to it by a third party entitled to disclose the same; or
is required to be disclosed under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction or any recognised Stock Exchange, subject to the disclosing party notifying and consulting with the other party a reasonable time prior to such disclosure.

21.3 Learn Amp shall have the right to disclose that the Customer is such at any time after the Effective Date.

22. Dispute Resolution

22.1 If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (“Dispute”) then the parties shall follow the procedure set out in this clause:

either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the authorised representatives of the parties shall meet and shall attempt in good faith to resolve the Dispute;
if the parties are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (“ADR Notice”) to the other party to the Dispute, requesting a mediation. A copy of the ADR Notice should be sent to CEDR. The mediation will start not later than thirty (30) days after the date of the ADR Notice.

22.2 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute.

Appendix 1 - Subscription Services and Support Services

We will provide Customer with access to and the benefit of using the Learn Amp platform.

In-app support centre

Available for all administrative roles
‘What’s New’ feed: rolling updates on product updates and releases
Promotion and access to customer webinars
Knowledge Base
Raise a ticket with Technical Support Team
Product feedback form

Knowledge Base

Collection of articles explaining features and offering tips on best practice
Easily accessible in the support centre & footer of website
Search knowledge base when adding a ticket for quicker self-support

Product feedback form

Admins and Owners can submit enhancement ideas to the Product Team
Articulate your ideas/problems, possible solutions and level of importance/impact

Webinars

Hosted by Sales, Technical Support, Customer Success and Product teams
Product roadmap updates
Best practise sessions
Show and tell training sessions
Customer Q&A with Product, Sales and Success

Technical Support Team

Access to Technical Support Team
Admins and owners can send a support ticket if they’re facing any issues
Our support team will respond to the query as per SLAs

API & Open documentation

Free API keys for admins
Open documentation on API with documented endpoints

Appendix 2 - Implementation Services

There are no Implementation Services or related Fees

Appendix 3 - Services Level Agreement

This Service Level Agreement (“SLA”) between Rise To Limited, trading as Learn Amp (“Learn Amp”, “us” or “we”) and the Customer (“You”) governs the use of the Services provided in this Agreement and represents the full commitment by Us to You.

1. Service Commitment: 99.7% Uptime

Learn Amp shall make the Services available with a Monthly Uptime Percentage of at least 99.7% during any calendar month (the “Service Commitment”). Subject to the SLA Exclusions, if we do not meet the Service Commitment, you shall be eligible to receive a Service Credit.

2. Definitions

“Critical Issues” are issues of such significance that a majority of Users are unable to access or use the Service.

“Maintenance” means scheduled Unavailability of the Services, as announced by us prior to the Services becoming Unavailable.

“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the Services were Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly from any SLA Exclusion.

“Non-critical Issues” are issues that affect either a small number of users or only affects a small part of the Service, for example a specific bug that doesn’t affect significant numbers of users at any one time.

“Service Credit” means a credit denominated in Agreed Currency, calculated as set forth below, that we may credit back against future Subscription Fees or to Customer’s bank account (at Customer’s sole election).

“Unavailable” and “Unavailability” mean when the Service is not running or not reachable.

3. Service Commitments and Service Credits

Service Credits are calculated on Unavailability in each calendar month based on one twelfth (1/12^th) of the annual Subscription Fees:

For Monthly Uptime Percentage less than 99.7% but equal to or greater than 99.0%, you will be eligible for a Service Credit of 10% of the Subscription Fees payable for that respective month.
For Monthly Uptime Percentage less than 99.0%, you will be eligible for a Service Credit of 20% of the Subscription Fees payable for that respective month

For example, if you have Unavailability of 4 hours in November, you would be eligible for a Service Credit for 10% of one twelfth of the annual Subscription Fees. If Unavailability was 8 hours you would be eligible for a Service Credit of 20% of one twelfth of the Subscription Fees.

We will apply any Service Credits against the next future payments for the Services due from you. At your discretion, we may issue the Service Credit to an agreed bank account.

4. Sole Remedy

Unless otherwise provided in the Terms, your sole and exclusive remedy for any Unavailability, non-performance, or other failure by us to provide the Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA except where Customer is entitled to and does terminate this Agreement for material breach.

5. Credit Request and Payment Procedures

To receive a Service Credit, you must submit a claim by emailing support@learnamp.com. To be eligible, the credit request must be received by us within two months in which the incident occurred and must include:

the words “SLA Credit Request” in the subject line; and
the dates and times of each Unavailability incident that you are claiming.

If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you promptly and following the month in which your request is confirmed by us

6. SLA Exclusions

The Service Commitment does not apply to any Unavailability:

Caused by factors outside of our reasonable control, including any force majeure event, including problems beyond the demarcation point of the Learn Amp Service;
That results from any actions or inactions of you;
That results from the equipment, software or other technology of you or any third party (other than third party equipment or software that we contract for); or
That results from any Maintenance.

7. Support Hours

Support is provided for technical and product issues between 8am and 6pm (GMT or BST), Monday to Friday, excluding UK Bank Holidays to Learn Amp product Administrators and Owners only, unless specifically agreed

8. Security and data protection

System are monitored 24/7 and 365 days a year (please see https://learnamp.com/policies/security-policiy) for details of security measures and https://learnamp.com/policies/gdpr for our approach to data and EU data laws, the GDPR). We are Cyber Essential compliant and certified.

9. Response times

We have an excellent track record and treat all technical issues seriously. We aim to respond to system Critical Issues within 1 hour and to provide regular updates until any issue is resolved. Our aim is to resolve major outages and issues within 24 hours (ideally less) and will commit all reasonable resources to ensure the speediest resolution to Critical Issues.

For Non-critical Issues we will respond within 24 hours. We will aim to resolve bugs within 72 hours (excluding weekends and UK bank Holidays).

10. Scheduled maintenance

We will notify Customer of any planned maintenance and will plan such to minimise disruption.

Last Updated: 7th July 2025