The Art of Reablement Terms and Conditions

1. Interpretation
1.1: The definitions and rules of interpretation in this clause apply in these Terms of Use.
“Contract” means each contract for the supply by Reablement UK and use by the Licensee of the Products identified in the relevant Order Confirmation, each such contract to incorporate the relevant Order Confirmation and these Terms of Use (and, in the event of any conflict between any terms set out in the Order Confirmation and the terms set out in these Terms of Use, the terms set out in the Order Confirmation shall prevail);
“Copyright” means all copyright and rights in the nature of copyright subsisting in the Products in any part of the world to which Reablement UK is, or may become, entitled;
“Reablement UK” means Reablement UK Limited;
“Licence Fee” means the sum payable by the Licensee for use of the Products as set out in the Order Confirmation;
“Licensee” means the company, individual or organisation which purchases the Products from Reablement UK, as identified in the Order Confirmation;
“New Works” means any copyright works produced by the Licensee based on the Products, including altered or adapted versions of the Products produced in order to enable the Licensee to use the Products;
“Order Confirmation” means the document issued by Reablement UK whether in hard copy or electronic form (including by means of email or the internet) confirming the Products to be supplied by Reablement UK, the Licence Fee payable and any special terms applying to the supply or use of the Products; and
“Products” means the products supplied by Reablement UK to the Licensee, including in particular those products described in the Order Confirmation and identified by a unique licence number.

Licence Agreement Terms of Use

2: Application
2.1: These Terms of Use apply to all supplies of the Products by Reablement UK and the use of the Products by the Licensee to the exclusion of all other terms (including any terms set out in a purchase order or similar document issued by the Licensee).

3: Use of the Products
3.1: Notwithstanding the fact that the Licensee may purchase the Products from Reablement UK, Copyright in the Products remains with Reablement UK.
3.2: Reablement UK hereby grants to the Licensee a non-exclusive licence under the Copyright to use the Products in accordance with the terms of the Contract.
3.3: Subject to clauses 3.4 to 3.6 below, the Licensee shall only use, the Products for the purposes of its own business.
3.4: Unless the Order Confirmation explicitly states to the contrary, the Licensee may not:
3.4.1: grant sub-licences in the Products or make the Products available to third party contractors (including without limitation consultants or training providers); or
3.4.2: incorporate the Products into any IT software solution, e-learning package, intranet, extranet, website or other online or digital resource.
3.5: The Licensee shall not, nor directly or indirectly assist any other person to, do or omit to do anything to diminish the rights of Reablement UK in the Copyright or the Products.
3.6: Reablement UK, being the sole author of the Products, asserts Reablement UK’s moral right under Chapter 4 of the Copyright, Designs and Patents Act 1988 to be identified as the author of the Products.   The Licensee shall not remove or deface any copyright notice from the Products and, when using extracts of the Products, shall acknowledge Reablement UK ownership in the following form:
“© Reablement UK Limited 2010.  Reproduced under licence.”

4: Protection of the Copyright
4.1: The Licensee shall immediately notify Reablement UK in writing giving full particulars if any of the following matters come to its attention:
4.1.1: Any actual, suspected or threatened infringement of the Copyright;
4.1.2: Any claim made or threatened that the Products infringe the rights of any third party; or
4.1.3: Any other form of attack, charge or claim to which the Copyright may be subject.
4.2: In respect of any of the matters listed in clause 4.1:
4.2.1: Reablement UK shall, at its absolute discretion, decide what action to take, if any;
4.2.2: Reablement UK shall have exclusive control over, and conduct of, all claims and proceedings;
4.2.3: The Licensee shall not make any admissions other than to Reablement UK and shall provide Reablement UK with all assistance that it may reasonably require in the conduct of any claims or proceedings; and
4.2.4: Reablement UK shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for its own account.

5: Confidentiality
5.1: The Licensee shall keep secret and confidential the terms of the Contract and any information of a confidential nature communicated to it by Reablement UK, either preparatory to, or as a result of, the provision of the Products to the Licensee and shall not use the same for any purpose except for the purpose of exercising or performing its rights and obligations under the Contract and shall not disclose the same to any person other than any of its officers or employees who need to know such information for the purposes of carrying out the Licensee’s obligations under the Contract.

6: Liability
6.1: To the fullest extent permitted by law (and subject to clauses 6.3 and 6.4 below), Reablement UK shall not be liable to the Licensee for any costs, expenses, loss or damage (whether direct, indirect or consequential and whether economic or other) arising from the Licensee’s exercise of the rights granted to it under the Contract.
6.2: The Products are supplied to the Licensee as training or compliance tools only.  Use of the Products does not detract from the Licensee’s duty to exercise professional standards of care in performing its duties in the course of its business.
6.3: Subject to clause 6.4, Reablement UK maximum liability to the Licensee whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed a sum equal to the Licence Fees paid by the Licensee in respect of the Products which give rise to the claim.
6.4: Nothing in these Terms of Use shall have the effect of excluding or limiting any liability for death or personal injury caused by negligence or for fraud.

7: Duration and termination
7.1: The Contract shall remain in effect for the duration of the Copyright or such shorter period as may be stated in the Order Confirmation.
7.2: Reablement UK may terminate the Contract and the Licensee’s use of the Products with immediate effect by giving written notice to the Licensee if any of the following circumstances arise:
7.2.1: The Licensee fails to pay any amount due under the Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
7.2.2: The Licensee commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so.
7.3: On termination of the Contract for any reason the Licensee shall immediately stop using the Products and shall (at Reablement UK’s option) either return to Reablement UK or destroy any copies of the Products then in the Licensee’s possession.  However, where the Products include forms, log books, records, reports or similar documents which are intended to be completed by the Licensee for training, compliance or record-keeping purposes, the Licensee shall have no obligation to return to Reablement UK or destroy any copies of such Products which have been completed by the Licensee.

8: General
8.1: The Licensee shall not assign, sub-license or sub-contract any of its rights or obligations under the Contract or subject any of its rights or obligations under the Contract to any mortgage, charge, pledge, lien, option or anything equivalent.
8.2: No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
8.3: The Contract constitutes the entire agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
8.4: No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
8.5: If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
8.6: No person other than a party to the Contract shall have any rights to enforce any term of the Contract.
8.7: Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of another party, nor authorise either party to make or enter into any commitments for or on behalf of the other party.
8.8: Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control.
8.9: Without prejudice to any other rights or remedies that Reablement UK may have, the Licensee acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of the Contract by the Licensee.  Accordingly, Reablement UK shall be entitled, without proof of special damages, to apply to the court for the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the Contract.
8.10: The Contract 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.
8.11: The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

Declaration
By signing below, as the licensee, I agree to be bound by the Art of Reablement unique licencee contract and the associated terms of use, this includes any special terms as set out in the order conformation form by Reablement UK.

   
 
       
 

Copyright © 2013 Reablement UK. All rights reserved.
Yare House, 62-64 Thorpe Road, Norwich, NR1 1RY. Company No. 07359227.