1: These terms
- In these terms Intellectual Property means
(a) patents, patent applications, patent disclosures and all related continuation, continuation-in-part, divisional, reissue, re-examination, utility model, certificate of invention and design patents, patent applications, registrations and applications for registrations;
(b) trademarks, service marks, trade dress, Internet domain names, logos, trade names and corporate names and registrations and applications for registration thereof;
(c) copyrights and registrations and applications for registration thereof;
(d) mask works and registrations and applications for registration thereof;
(e) computer software, data and documentation;
(f) inventions, trade secrets and confidential business information, whether patentable or non-patentable and whether or not reduced to practice, know-how, manufacturing and product processes and techniques, research and development information, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information; and (g) copies and tangible embodiments thereof.
- What these terms cover. These are the terms and conditions on which we supply services and digital content to you, and the terms and conditions which govern your uploading of any digital content to our site.
- Why you should read them. Please read these terms carefully before providing, purchasing or creating any digital content on this site. These terms tell you who we are, how we will provide the digital content and services to you, how we may deal with digital content you may upload, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms please contact us to discuss.
- Are you a business customer or a consumer? In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:
2: You are an individual.
You are buying digital content and services from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
Please note that the digital content and services offered on our website have designed for use by business customers only. However, to the extent that you may be deemed to be acting as a consumer under applicable law, then the provisions below which are stated to be applicable to consumers shall apply to your use of the digital content and services.
The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 “the Regulations” will apply to consumers contracting for the purchase of our services or to produce digital content.
- Typographical errors Any typographical, clerical or other error or omission on the site, in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by us shall be subject to correction without any liability on our part.
- If you are a business customer this is our entire agreement with you. If you are a business customer these terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
3: Information about us and how to contact us
- Who we are: We are Of Course! Limited, a company and site operated by Of Course! Ltd, a subsidiary of Tech Interface E-Learning Inc. We are registered in Canada under company number BN834770843 and we have our registered office at 1085 Tillicum Rd, Victoria, BC, Canada.
- How to contact us: You can contact us by writing to us at support@Of Course!.com or by post to our registered office above.
- How we may contact you: If we have to contact you we will do so by writing to you at the email address you provided to us in your order.
4: Our contract with you
- How we will accept your order for you to upload digital content. A contract is formed when we email you to confirm that we accept your order. Automated acknowledgement emails confirming receipt of a digital upload would not constitute our acceptance. Where we do not accept your digital content, we will notify you and will not make any further use of such digital content. We reserve the right to reject any digital content uploaded to our site without reason.
- We may remove uploaded digital content at any time and without reason. We will notify you if your digital content has been removed.
- How we will accept your order for you to create digital content through our site. A contract is formed when we email you to confirm that we accept your order. Automated acknowledgement emails confirming receipt of a digital upload would not constitute our acceptance. Where we do not accept your digital content, we will notify you and will not make any further use of such digital content. We reserve the right to reject any digital content uploaded to our site without reason.
- If we are unable to accept your order, we will inform you of this and will not charge you for the service. If at the point of cancellation, you have already created digital content through our site, you may not download or use such digital content further. We reserve the right to refuse to accept an order without reason.
- Your order number: We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
5: Our digital content and services
- Digital content and services may vary slightly from the online examples. The images of the digital content and services on our website are for illustrative purposes only.
- Licence packages. This website offers you the following different licence packages. For details of the digital content that is available to you in each package, please see the details contained on our main page www.Of Course.com
- Changes. We may change the digital content on our site or withdraw specific digital content at any time and without notice.
- Availability. Whilst we endeavour to make our site available for use at all times, we are unable to guarantee availability 24/7. We will schedule planned maintenance of the site at times to cause least disruption to our users, but unplanned maintenance and matters outside our control means we cannot guarantee availability and accept no liability for the site or services being unavailable.
6: Providing the digital content and services
- Compatibility: It is your responsibility to ensure that the format which the digital content is made available by us is compatible with your system and those systems and forums on which it will be used.
- When you have the right to use digital content: Your right to use the digital content created through this site commences only once we have received payment in full of all sums due to us from you. Until such payment is received, no licence to use the digital content is granted.
- Your rights if we suspend the supply of digital content and services: We will contact you in advance to tell you we will be suspending supply of our service, unless the problem is urgent or an emergency: If we have to suspend the service we will not charge you for incomplete digital content. You may contact us to end the contract if we suspend the service.
- We may also suspend supply of the digital content and access to our services if you do not pay: If you do not pay us for the digital content and services when you are supposed to (see condition 14.4), we may suspend supply of or access to any further digital content and services until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the digital content and services. As well as suspending the digital content and services we can also charge you interest on your overdue payments (see condition 14.12).
- Use of the digital content and services: Once your order has been accepted, we will provide you with account login details.
7: You undertake that:
- the maximum number of users that you authorise to access and use the digital content and services shall not exceed one.
- you will not allow or suffer any user subscription to be used by more than one individual authorised user unless it has been reassigned in its entirety to another individual authorised user, in which case the prior authorised user shall no longer have any right to access or use the digital content and/or services;
- each authorised user shall keep a secure password for his use of the digital content and services, that such password shall be changed frequently and that each authorised user shall keep his password confidential;
- you shall permit us to audit the digital content/ services in order to establish the name and password of each authorised user. Such audit may be conducted no more than once per quarter, at our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your normal conduct of business;
- if any of the audits referred to in condition 6.6(d) reveal that any password has been provided to any individual who is not an authorised user, then without prejudice to our other rights, you shall promptly disable such passwords and we shall not issue any new passwords to any such individual; and
- if any of the audits referred to in condition 6.6(d) reveal that you have underpaid any subscription fees (if applicable) to us, then without prejudice to our other rights, you shall pay to us an amount equal to such underpayment.
- You shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the services or digital content 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
- is otherwise illegal or causes damage or injury to any person or property; and we reserve the right, without liability or prejudice to our other rights to you, to disable your access to any material that breaches the provisions of this clause.
8: You shall not:
except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
- attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the digital content and/or services (as applicable) in any form or media or by any means (except to the extent expressly permitted under this agreement); or
- attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software in the digital content; or
- access all or any part of the digital content and services in order to build a product or service which competes with the digital content and/or services; or
- use the digital content and/or services to provide services to third parties; or
- subject to condition 18, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the digital content and/or services available to any third party except the authorised users, or
- attempt to obtain, or assist third parties in obtaining, access to the digital content and/or services, other than as provided under these terms.
- You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the services and/or digital content and, in the event of any such unauthorised access or use, promptly notify us.
9: Your rights to end the contract
- You can always end your contract with us. Your rights when you end the contract will depend on whether there is anything wrong with the digital content, how we are performing, when you decide to end the contract and whether you are a consumer or business customer:
- If the digital content is faulty or misdescribed you may have a legal right to end the contract, under condition 11 if you are a business or under condition 13 if you are a consumer
- f you want to end the contract because of something we have done or have told you we are going to do, see condition 7.2
- If you are a consumer and have just changed your mind about the product, see conditions 3.3 and 7.3. You may be able to get a refund if you are within the cooling-off period and have not commenced creating or using the digital content but this may be subject to deductions.
- If you are not 100% satisfied with the digital content or services and wish to claim a refund using our Money Back Guarantee: If, during the first 14 days of your contract, you are not satisfied with the digital content or services for any reason, you have the right to end the contract and we will provide you with a full refund. Please see condition 7.7.
- Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any digital content and services which have not been provided and you may also be entitled to compensation. The reasons are:
- we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
- there is a risk that supply of the digital content and services may be significantly delayed because of events outside our control;
- we have suspended supply of the digital content and services for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than three (3) months; or
- you have a legal right to end the contract because of something we have done wrong.
- Exercising your right to change your mind if you are a consumer (under the Regulations). If you are a consumer then for most products and services bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Regulations are explained in more detail in these terms and in particular condition 3.3.
- When consumers do not have a right to change their minds. Your right as a consumer to change your mind does not apply in respect of digital content and services after you have started to created, download or stream these; services, once these have been completed, even if the cancellation period is still running;
- How long do consumers have to change their minds? If you are a consumer how long you have to change your mind depends on what you have contracted for and how it is delivered. If you have bought services? You have 14 days after the day we email you to confirm we accept your order. However, once we have completed the services you cannot change your mind, even if the period is still running. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind. If you have bought content for download or streaming? if so, you have 14 days after the day we email you to confirm we accept your order, or, if earlier, until you start downloading or streaming. If we delivered the digital content to you immediately, and you agreed to this when ordering, you will not have a right to change your mind.
- Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you are not a consumer who has a right to change their mind (see condition 7.1), you can still end the contract before it is completed, but you may have to pay us compensation. A contract for goods or digital content is completed when the digital content is delivered, downloaded or streamed and paid for. A contract for services is completed when we have finished providing the services and you have paid for them. If you want to end a contract before it is completed where we are not at fault and you are not a consumer who has changed their mind, just contact us to let us know. The contract will end immediately and [we will refund any sums paid by you for digital content and services not provided but we will deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the contract.
- Our 30 day money back guarantee for consumers and businesses. We offer a 30 day money back guarantee to all products apart from our monthly subscription services. If, during the initial 30 days of your contract you’re not 100% satisfied for any reason, please contact us, and we will cancel the contract and issue you with a refund. Please note, these terms reflect the goodwill guarantee offered by Of Course! Ltd, a subsidiary of Tech Interface E-Learning Inc. at 1085 Tillicum Rd, Victoria, BC, Canada to its customers. This guarantee is applicable to all customers worldwide. This guarantee is more generous than your legal rights under the Regulations (if you are a consumer) in the ways set out below. This goodwill guarantee does not affect your legal rights in relation to faulty or misdescribed products.
10: How to end the contract with us (including if you are a consumer who has changed their mind)
- Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
- Email us at our address set out above. Please provide your name, home address, details of the order (and number) and, where available, your phone number and email address.
- Returning digital content and services after ending the contract. If you end the contract for any reason after digital content and services have been received, you must return them to us. You must either return the digital content to us and not make or retain any copies of the digital content.
- How we will refund you: If you are entitled to a refund under these terms we will refund you the price you paid for the digital content and services including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described both above and below.
- When we may make deduction from refunds if you are a consumer exercising your right to change your mind. If you are exercising your right to change your mind, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
11: Our rights to end the contract
- We may end the contract if you break it. We may end the contract at any time by writing to you if:
you do not make any payment to us when it is due;
you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the digital content and services;
you utilise the digital content in a manner which could reasonably damage our name or reputation; or
you are otherwise in breach of these terms and having been notified by us to do so, you fail to rectify such fault within ten days.
- You must compensate us if you break the contract. If we end the contract in the situations set out in condition 9.1 we will refund any money you have paid in advance for digital content and services we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
12: If there is a problem with the digital content
How to tell us about problems. If you have any questions or complaints about the digital content, please contact us. You can write to us at support@Of Coursepro.com or our address set out at the top of these terms.
13: Your rights in respect of defective digital content and services if you are a business
- If you are a business customer we warrant that on delivery, any digital content and services shall conform in all material respects with their description.
- Subject to condition 11.1, if:
- you give us notice in writing within a reasonable time of discovery that a product does not comply with the warranty set out in condition 11.1;
- we are given a reasonable opportunity of examining such product; and
- you return such digital content to us at our cost, we shall, at our option, repair or replace the defective product, or refund the price of the defective product in full.
- We will not be liable for a failure to comply with the warranty in condition 11.1 if:
- you make any further use of such digital content after giving a notice in accordance with condition 11.1;
- the defect arises because you failed to follow our oral or written instructions as to the creation, installation, commissioning, use or maintenance of the digital content or (if there are none) good trade practice;
- the defect arises as a result of your incorporating your own content;
- you alter the digital content without our written consent.
- Except as provided in this condition 11, we shall have no liability to you in respect of a product’s failure to comply with the warranty set out in condition 11.1.
- All warranties which would otherwise be implied by law are excluded to the fullest extent permitted.
- These terms shall apply to any repaired or replacement digital content and services supplied by us under condition 11.2.
14: Your rights in respect of defective products if you are a consumer
If you are a consumer we are under a legal duty to supply products that are in conformity with this contract. For detailed information please visit the Canadian Consumer Affairs website or seek independent legal advice. Nothing in these terms will affect your legal rights.
15: Price and payment
- Where to find the price for the digital content: The price of the digital content will be the price indicated on the order pages (plus applicable tax) when you choose the form of digital content you wish to have. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see condition 13.3 for what happens if we discover an error in the price of the product you order.
- We will pass on changes in the rate of consumption tax. If the rate of consumption tax changes between your order date and the date we supply the product, we will adjust the rate of consumption tax that you pay, unless you have already paid for the product in full before the change in the rate of consumption tax takes effect.
- What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the digital content and services we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the digital content’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product’s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.
- When you must pay and how you must pay. We accept payment with Visa, Mastercard and American Express.
- Exchange Rate. The exchange rate that is being used is that of the payment processor being used.
- Unless we otherwise agree in writing, payment must be made when you enter into the contract and in any event, you must pay for the digital content and services before you download them.
- Where we agree to charge monthly for a subscription service. You shall provide us with valid, up-to-date and complete credit card details or approved purchase order information acceptable to us and any other relevant valid, up-to-date and complete contact and billing details and, if you provide your credit card details to us, you hereby authorise us to bill such credit card on the commencement date of the subscription and on each monthly anniversary of such date thereafter for the subscription fees payable in respect of the term of the subscription.
- You shall pay each invoice within 30 days after the date of such invoice.
- If we have not received payment within 30 days after the due date, and without prejudice to any of our other rights and remedies, we may, without liability to you, disable your password, account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.
- We shall be entitled to increase the subscription fees upon 30 days prior notice to you.
- If you are a business customer. you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
- We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of HSBC Bank from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
- What to do if you think an invoice is wrong: If you think an invoice is wrong please contact us promptly to let us know. Where any dispute is made in good faith, you will not have to pay any interest until after the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date. Where any part of an invoice is not disputed, that part must be paid in accordance with these terms.
16: Our responsibility for loss or damage suffered by you if you are a consumer
- We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
- We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation.
- We are not liable for business losses. If you are a consumer we only supply the digital content and services for to you for domestic and private use. If you use the digital content and services for any commercial, business or re-sale purpose our liability to you will be limited as set out in condition 16.
17: Our responsibility for loss or damage suffered by you if you are a business
- Nothing in these terms shall limit or exclude our liability for:
- death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
- defective digital content and services under the Consumer Protection Act 1987; or
- any matter in respect of which it would be unlawful for us to exclude or restrict liability.
- Except to the extent expressly stated in condition 11.1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
- Subject to condition 16.1:
- we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
- our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the price you have paid to us for the digital content which gave rise to the claim plus ten percent (10%).
18: Intellectual property
- Where you upload digital content Intellectual Property Rights all right, title and interest in and to any Intellectual Property Rights shall be the property of and vest in us.
- All intellectual Property Rights created in pursuance of the arrangement between you and us, whether created before or after the agreement Date shall belong to and vest in us and you assign, and shall procure that all relevant officers, employees and sub-contractors of you assign absolutely, including by way of present assignment of future rights, such Intellectual Property Rights attaching to the uploaded digital content with full title guarantee and free from all encumbrances and other rights of whatever nature exercisable by any third party, together with the right to take action for any past, present and future damages and other remedies in respect of any infringement or alleged infringement of such Intellectual Property Rights.
- You shall assign to us on request and free of charge all of your rights, title and interest in the Intellectual Property Rights in the uploaded digital content which have not been assigned to us under condition 15.2 and shall execute any document and do anything as may be required to give effect to this condition 15.3. You waive, and shall procure that all relevant officers, employees and sub-contractors waive, any moral rights in relation to the Intellectual Property Rights attaching to the uploaded digital content.
- You warrant that the video content shall not infringe the Intellectual Property Rights of any third party and covenants with us to fully indemnify, defend and hold harmless Of Course! Limited for and against all and any losses, arising from any claim that the digital content produced infringes the intellectual property of a third party.
19: Where you create and download digital content from our site:
- Where you create digital content through this site, we grant to you the following licences:
- if you purchase the ‘Personal Licence’ package, we grant you a non-exclusive, non-transferable, [perpetual] licence to the Intellectual Property rights owned by us which are necessary to permit you to utilise the digital content for:
- your own internal business purpose; The personal licence gives you the right to use the content for your own personal videos. You can use the content an unlimited amount of times on your own content. You cannot sell the content to any third parties. ie. No commercial usage allowed
- your marketing purposes compatible with good business practice; and
- in accordance with this agreement.
- if you purchase the ‘Commercial Licence’ package, we grant you a non-exclusive, non-transferable, [perpetual] licence to the Intellectual Property rights owned by us which are necessary to permit you to utilise the digital content for:
- your own internal business purposes;
- for your marketing purposes compatible with good business practice;
- to re-sell the digital content to your clients and other third parties for the purpose of providing them with video content;
- in accordance with this agreement.
- if you decide, after purchasing either any of the packages we offer, then the licencing terms applicable to such packages will remain the same as those you originally purchased. Other than as set out in this condition 15.6, you shall have no rights to Intellectual Property rights owned by us.
- We are not responsible for the use you or your customers make of any created digital content. You shall defend, indemnify and hold us harmless 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 the use of digital content.
21: How we may use your personal information:
- How we will use your personal information. We will use the personal information you provide to us:
- to supply the digital content and services to you;
- to process your payment for the digital content and services; and
- if you agreed to this during the order process, to give you information about similar digital content and services that we provide, but you may stop receiving this at any time by contacting us.
- We may use the digital content which you create through this site for the reasonable purposes of marketing our business. This may include use of social forums such as Facebook® and Twitter®.
22: Other important terms:
- We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation.
- You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
- Nobody else has any rights under this contract (except someone you pass your guarantee on to). This contract is between you and us. No other person shall have any rights to enforce any of its terms, except as explained in condition 19.1 in respect of our guarantee. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms].
- If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
- Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the digital content and services, we can still require you to make the payment at a later date.
- Which laws apply to this contract and where you may bring legal proceedings if you are a consumer. These terms are governed by Canadian law and you can bring legal proceedings in respect of the digital content and services in the Canadian courts.