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.
2.1 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:
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.
3.1 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.
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.
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:
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.
5.1 Payment method and timing:
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:
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
5.9 Fee increases: Learn Amp may increase the Subscription Fees for any Renewal Period by giving the Customer written notice.
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.
7.1 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:
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).
8.1 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).
9.1 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.
The Customer shall:
Learn Amp shall:
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:
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:
13.2 Except as expressly and specifically provided in this Agreement:
13.3 Nothing in this Agreement limits or excludes the liability of either party:
13.4 Subject to clause 13.2 and clause 13.3:
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:
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.
15.1 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.
16.1 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:
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.
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.
18.1 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:
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:
18.3 On termination of this Agreement for any reason:
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.
20.1 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).
21.1 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:
21.3 Learn Amp shall have the right to disclose that the Customer is such at any time after the Effective Date.
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:
22.2 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute.
We will provide Customer with access to and the benefit of using the Learn Amp platform.
In-app support centre
Knowledge Base
Product feedback form
Webinars
Technical Support Team
API & Open documentation
There are no Implementation Services or related Fees
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 (1/12th) of the annual Subscription Fees:
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:
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:
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.
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