NailKnowledge Online Courses
Terms and conditions for Educational Establishments

NailKnowledge is provided by Professional Animated Learning Limited (‘PAL’, ‘we’, ‘us’, ‘our’) further details of which are set out in section 2 of these terms and conditions.

These terms set out the basis on which PAL provides access to the NailKnowledge online system and courses through the Website for the educational establishment (‘Educational Establishment‘, ‘you’, ‘your’) placing the order with PAL as accepted by PAL.

1. Definitions and interpretation
   1. Key Definitions:
      Commencement Date means the date of our confirmation of acceptance of your order and first allocation of Seats to you.
      Course(s) means the online learning course(s) that we have agreed to provide to you and any associated course materials.
      Intellectual Property Rights means patents, utility models, rights to inventions,    copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
      Seat means a student of the Educational Establishment with allocated access to partake in one or more designated Courses.
      System the NailKnowledge online platform, including web-pages, though which PAL provides access to the Courses from time to time. 
      Term means the initial period of 12 months from the Commencement Date or such other initial term as set out in the order as accepted by us or otherwise expressly agreed between PAL and the Educational Establishment, and subject to renewal or earlier termination as set out in these terms.
      User the student to whom a Seat has been allocated by the Educational Establishment.
      Website means https://nailknowledge.org and the secure login portal https://learn.nailknowledge.org and such other or alternative websites through which PAL may provide access to the System and the Courses from time to time.
   2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
   3. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
   4. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
   5. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
   6. References to clauses are to the clauses of this agreement.
2. Agreement to these terms
   1. Please read these terms carefully before submitting an order for any Seats and Courses to us. These terms tell you who we are, how we will (if your order is accepted by us) provide our services to you, 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.
   2. By ordering a Seat for any of our Courses you agree to be bound by these terms, our General Privacy Notice and any other privacy notices we provide you with from time to time.
   3. Our Website provides information relating to the Courses. All courses advertised on the Website are provided by PAL.
   4. By allocating a Seat to a User, you agree that you will be responsible for that User’s access to the relevant Course(s) and you will ensure that they at all times comply with the provisions of clauses 7, 8, 9 and 14 and any comparable requirements under any separate user licence terms that we may publish on the Website from time to time.
3. Information about us and how to contact us
   1. We are Professional Animated Learning Limited a company registered in England and Wales. Our company registration number is 12633217 and our registered office is at Unit 50 Faraday Business Park, Faraday Rd, Plymouth, United Kingdom, PL4 0ST. Our registered VAT number is GB350613037.
   2. You can contact us by writing to us at Unit 50, Faraday Business Park, Faraday Road, Plymouth, PL4 0ST. You can also contact us by email at [email protected].
   3. If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
   4. When we use the words “writing” or “written” in these terms, this includes emails.
4. Our contract with you
   1. Please note that submitting an order constitutes an offer to buy one or more Seats for the Course(s) for which you have licensed or are looking to licence from us. We may acknowledge receipt of your order, but this will not constitute acceptance of your order nor create a legally binding contract between us unless we specifically state so. Our acceptance of your order will only take place when we email you confirming that we accept it or we start to provide the ordered Seat(s) for you, at which point a legal contract will come into existence between you and us. Your offer, if accepted, will be subject to our Charges as set out at clause 11.
   2. A separate order will need to be made by you, and accepted by us, to add additional Courses to the list of Courses that your Users are able to access. Additional Charges will apply based on the number of Courses included in your licence.
   3. One Seat entitles the person to whom it is allocated to access one or more of the Course(s) that you are licensed by us to access. It will be for you to determine which of the licensed Courses are designated to a particular Seat/User. If you wish to have access for more than one person to any one or more of the licensed Courses.
   4. We reserve the right, entirely at our discretion, to refuse orders for any Seats or relating to any of the Courses which we may offer from time to time.
   5. If we are unable to accept your order, we will endeavour to inform you of this in writing and will not charge you for the Seat(s) to which the order relates. This might be because of unexpected limits on our resources which we could not reasonably plan for, because a credit report we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of Seats or of our Courses, because your payment has been unsuccessful, or for any other reason.
5. Duration of the contract
   1. Depending on the terms of your order as accepted by us, the contract will be for an initial fixed period of time or maximum number of Seats or both. The contract will commence on the Commencement Date and will continue, unless terminated earlier in accordance with its terms until the earlier to occur of:
      1. completion of all Courses included under all of the Seats purchased by you; or
      2. expiry of the Term,
      at which point the contract will automatically terminate but without prejudice to any continuing rights of either party under these terms including the provisions of clause.
   2. If you place an order for additional Seats after the Commencement Date, we will agree with you before accepting your order whether the additional Seats are to run concurrently (and expire at the end of) the same Term or will run for their own Term. Our Charges may vary depending on the arrangement agreed with you. We may agree or decline an order for additional Seats in our absolute discretion.
   3. If requested by you, we may in our absolute discretion, agree an extension of the Term for any or all of your current Seats. If so agreed, we will confirm this in writing to you and further Charges will be payable by you in accordance with these terms at the then applicable rate set by us. Neither party is under any obligation to agree any such extension.
   4. Upon reaching the end of the Term:
      1. all unused Seats to which that Term relates, will automatically expire and no refund or compensation will be payable in respect of them;
      2. Users who have accessed but not completed any of the Courses included in your licence will lose access to those uncompleted Courses, and no refund or compensation will be payable in respect of them; and
      3. each User who has by that date completed one or more Courses to which their Seat relates may continue to access those completed Courses for so long as we make it available on the System without further charge but subject to their continued adherence to the provisions of clauses 7, 8, 9 and 14 which will continue to apply to such User for that Seat notwithstanding the termination of the Contract.
6. Changes to orders and use of Seat login details
   1. If you wish to change or cancel your order after we have accepted it, and we agree to such change, we will modify the Charges accordingly or provide a refund as appropriate.  Please note that, subject to clause 5, agreement of any such change or cancellation is entirely at our discretion once your order has been accepted by us, no refunds are allowed without such agreement from us.
7. Use of Seat login details
   1. When you have purchased Seats, you may allocate paid for Seats to your Users as you see fit. In such cases:
      1. you must provide us with sufficient details of each allocation to enable us to provide the User with their own login details; and
      2. it is your responsibility to ensure that you provide us with the correct contact details for the Users to whom we are to send login details and, if you are distributing the details yourself, to ensure that you do so correctly.
   2. Provided that a User completes at least one Course during the applicable Term using login details issued by us, those details provide indefinite access (subject to these terms and conditions) for the User.
   3. Login details may not be shared with other persons and must be kept secure and confidential by you and your User once issued by us.
   4. Use of any part of the System other than through the User’s own valid login details is strictly prohibited and will constitute a material breach of these terms and conditions and may constitute an infringement of our intellectual property rights.
   5. You or the User must notify us immediately if they become aware of any unauthorised use of the whole or any part of the System by any person.
8. Copying
   1. Content that is specifically identified as downloadable including but not limited to workbooks, quick reference guides, tools, templates, forms and other downloadable materials in Microsoft Word, PowerPoint, Excel of .pdf format comprised in the System or a Course may be downloaded, saved on the User’s equipment only, and hard-copied by the User for their own personal use but may not be published or otherwise shared with anyone else.
   2. No copies may be made of any of the Course materials except for the downloadable materials referred to above or as may otherwise be expressly permitted by us.
   3. For the avoidance of doubt no copies may be made of any of the System software, web page content, video, or audio provided on the System (other than temporary copies into computer memory in the normal course of accessing the purchased Course(s)) without our prior written consent.
   4. Unless expressly authorised by us in writing, the Educational Establishment and its Users are not permitted to distribute any of our materials or any other documents or information comprised in the System or our Courses to their employees’, workers, other students, agents or other third parties.
9. Grant of Licences to Users for use of the system and licensed software
   1. With effect on acceptance of each order, and subject to payment of the applicable Charges pursuant to the contract, we hereby grant to the Educational Establishment and the applicable allocated Users for the Seats comprised in the order, a non-assignable revocable worldwide licence to access and use the System for the purpose of accessing the applicable agreed licensed Courses subject to these terms and conditions.
   2. Subject to clause 5.3, each such licence shall terminate immediately and automatically on the termination or expiry of the relevant contract for whatever reason.
10. Ending the contract because of something we have done or are going to do.
    1. If you are ending a contract for a reason as set out below the contract will end immediately on our receipt of your notice of cancellation and we will refund you in full for any Seat(s) which you have not used. The reasons are:
       1. we have told you about an error in the price or description of the applicable Seat(s) or licence for the Course(s) you have ordered and as a result of which you do not wish to proceed (see clause 12.9);
       2. there is a risk that supply of a relevant Course may be significantly delayed because of events outside our control (see clause 13.3);
       3. we have suspended supply of a relevant Course for technical reasons, or notify you we are going to suspend them for technical reasons (see clause 15.2); or
       4. you have a legal right to end the contract because of something we have done wrong.
11. How to end the contract with us
    1. To end the contract with us, please let us know by doing one of the following:
       1. Email. email us at [email protected] . Please provide your name, home address, details of the order and, where available, your phone number and email address.
       2 By post. Write to us at Unit 50, Faraday Business Park, Faraday Road, Plymouth, PL4 0ST, including details of what you bought, when you ordered or received it and your name and address.
    2. If you are entitled to a refund under these terms, we will refund you the price you paid for the Seats by the method you used for payment. However, we may make deductions from the price, as we are entitled to under these terms.
12. Charges
    1. In consideration of us providing access to the applicable Course(s) to you or your Users for the agreed number of Seats, you must pay our charges (Charges) in accordance with this clause 12. Our Charges are usually determined by reference to the number of Seats that you order at any time for a particular Course.
    2. Subject to clause 12.8, the Charges are the prices quoted on our website at the time you submit your order.
    3. Additional Charges shall be subject to negotiation between the parties should the Educational Establishment require a licence for more Seats than the maximum Seats listed on our website for the applicable Course or wishes to add additional Courses to its licence.
    4. Once agreed, the additional Charges will be confirmed in writing.
    5. We use our best efforts to ensure that the prices stated for our Seats and Courses are correct at the time when the relevant information was entered on to our website or the charging structure was issued to you. However, please see clause 12.8 for what happens if we discover an error in the prices relating to your order.
    6. Our Charges may change from time to time, but changes will not affect any order that we have already accepted.
    7. Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all Seats you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
    8. It is always possible that, despite our best efforts, some of the prices on our website or other pricing materials may be incorrectly stated. In such cases, the following will apply:
       1 where the correct price for the Seats or Course licence is less than the price stated by us, we will charge you the lower amount;
       2 if the correct price for the Seats or Course licence is higher than the price stated by us, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Course or Seats at the correct price or cancelling your order. We will not further process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing; and
       3 in any case, if we mistakenly 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 cancel supply of the Course or the Seats and refund you any sums you have paid for them.
13. How to pay
    1. Payment for Seats and Courses is normally required to be made through our online payment provider or by electronic transfer/BACS. Seats will only be allocated once the order has been accepted by us, but we reserve the right to withhold the issuing of access details for each Seat or a particular Course until the relevant payment for it has been completed. We shall not be in breach of contract or otherwise liable for any delay in issuing those details or your User’s ability to use their Seat or any Course as a result of your delay or failure in making payment as required under these terms and conditions.
    2. We will send you an electronic invoice and or BACS payment instruction following confirmation of acceptance of your order.
    3. We also reserve the right to suspend your and your Users’ access to the applicable Course(s) in the event that you fail to pay when due or cancel any payments which are due to us, until any outstanding amounts are paid. We will endeavour to contact you to tell you we are suspending your Users’ access to the Course(s). We will not usually suspend access to the Course(s) where you have a genuine dispute over an unpaid invoice under clause 13.4.
    4. If you think you have been charged the wrong amount, please contact us promptly to let us know. Where we accept that you genuinely have a concern you will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
    5. We are entitled to be paid all amounts due in respect of each accepted order in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
14. Intellectual Property Rights
    1. All copyright and other Intellectual Property Rights relating to the System and the Courses and any course materials are either owned by or licensed to us.
    2. Login details for accessing any Course and any related course materials are provided for the sole use by your Users and may not be reproduced or shared with anyone else.
    3. Viewing of a course using the login details issued by us must be solely by the allocated User. No videoing or other recording or broadcasting of all or any part of a Course or course materials may be made.
    4. Copying, adapting, reproducing, selling, distributing, modifying or any other use of all or any part of a Course or course materials without permission is strictly prohibited.
15. Minor changes to the Courses
    1. We may change any of the Courses without notice:
       1. to reflect changes in relevant laws and regulatory requirements and to ensure the Courses remain compliant with those standards; and
       2. to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your use of the Courses.
    2. Any such changes under clause 15.1 will not constitute a change to the order or a breach of contract by us.
16. Updates to digital content
    1. We may update or require you to update digital content provided as part of the Course(s), provided that the digital content shall always match the description of it that we provided to you before you bought it.
17. Providing the Courses
    1. During the order process we will let you know when, subject to your compliance with these terms including your payment obligations, you or your Users will be able to access the applicable Course(s).
    2. We will endeavour to fulfil your order within a reasonable time, but we are not responsible for delays outside our control. If our supply of any Course is delayed by an event outside our reasonable control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay then we will notify you of this and in such case you may contact us to end the contract and receive a refund for any Seat(s) you have paid for but which have not been accessed.
    3. It is your responsibility to inspect each Course as soon as you have access to it and to inform us about any apparent defects.
18. Status of the Courses
    1. Unless we have expressly stated otherwise on our Website or other marketing materials:
       1. all Courses are comprised of content that we consider reflects good industry standards and practice, and as such contain expert opinions, scientific facts and expressions that may be subjective and not universally held;
       2. while we are confident that our Courses are well structured, informative and reflect high standards within the industry, we do not assert that our Courses reflect absolute statements of fact or the best or only applicable practice and standards;
       3. no regulated full qualification is provided in respect of the Courses; they are intended to teach knowledge and understanding only;
       4. accordingly we accept no liability for any loss or damage that you may suffer or incur (other than liability for death or personal injury caused by our negligence) as a result of any reliance or change of position that you place or make in connection with accessing or relying on or Courses or any certificate that we may issue in respect of your accessing them.
    2. We do not make any commitment to you that the content of any of the Courses will meet any specific requirements that you have and we expect you to take reasonable care to verify that the Course in question will meet your needs.
19. Suspending access to the Courses
    1. We may have to suspend your access to the Course(s) to:
       1 deal with technical problems or make minor technical changes;
       2 update the product to reflect changes in relevant laws and regulatory requirements;
       3 make changes to the Course as notified by us to you (see clauses 15 and16).
    2. We will endeavour to contact you in advance to tell you we will be suspending access to the Course(s) for any of these reasons, unless the problem is urgent or an emergency.
    3. If we have to suspend access to the Course(s) for longer than 4 weeks, you may cancel the contract in respect of any Seats that have not yet been accessed and we will refund any sums you have paid in advance for those Seats.
20. Our right to end the contract
    1. We may end this contract and terminate Seat login details and access to the Course(s) at any time by writing to you if:
       1. if you have paid by credit card and the payment is reversed or recovered;
       2. you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products, for example, a valid email address which is required for the Seat to operate; or
       3. we reasonably determine that you or your Users have breached clause 7.3 or any part of clause 14.
    2. If we end the contract in the situations set out in clause 16.1 we may withdraw access to some or all of the Course(s) and we will refund any money you have paid in advance for Courses we have not provided and any unused Seats but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
21. If there are problems with the Course
    1. If you have any questions or complaints about a Course, please contact us. You can email us at [email protected].
22. Our responsibility for loss or damage suffered
    1. Nothing in these terms shall limit or exclude our liability for:
       1. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
       2. fraud or fraudulent misrepresentation;
       3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; or
       4. any matter in respect of which it would be unlawful for us to exclude or restrict liability.
    2. Subject to clause24.1:
       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
       2. 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 amount of our Charges for the Seat(s) and Course(s) to which the liability relates.
23. How we may use your personal information
    1. We will only use your personal information as set out in our General Privacy Notice and any other privacy notices we may provide you with from time to time.
24. Other important terms
    1. We may transfer our rights and obligations under these terms to another organisation. We will endeavour tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
    2. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
    3. This contract is between you and us. No other person shall have any rights to enforce any of its terms. 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.
    4. 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.
    5. 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 allow you to access the Courses, we can still require you to make the payment at a later date.
    6. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you are a consumer living in Scotland, you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you are a consumer living in Northern Ireland, you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts. If you live outside of the UK legal proceedings can only be brought in the courts of England.
    7. If you are a business, any dispute or claim arising out of or in connection with a contract between us 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 and the courts of England shall have exclusive jurisdiction to settle any such dispute or claim.