Terms and Conditions for Booking Learning Audits

 

These are the Terms and Conditions for Booking Learning Audits (“Audit Terms”) of Disco Analytics Ltd, a company registered in England and Wales (registered number 15622807), Lytchett House, 13 Freeland Park, Wareham Road, Poole, Dorset, BH16 6FA, United Kingdom. These Audit Terms govern the services associated with our learning audits. When we refer to “Disco Analytics”, “we”, “us” and “our” we mean Disco Analytics Ltd, unless otherwise stated.

If you have any questions about any of these Audit Terms, please email audit@discoanalytics.com or telephone +44 (0)843 1228865.

 

1. Definitions

1.1 “Audit Materials” means all audit published materials, including reports, checklists, guidelines, standard documents, booklets, spreadsheets, meeting notes, including Restricted Materials, and any other materials, whether printed materials or recorded on any other medium, supporting the audit report written by Disco Analytics or its third party suppliers to be supplied to the Authorised User on payment of the Fee. 

“Authorised User” means Registered Users who are employees, members or other representatives of the Client accessing the Audit Materials and authorised to do so by the Client and provided with website registration and log-in details by Disco Analytics Ltd;

“Client” means any person or organisation purchasing learning audit services;

“Client Zone” means the restricted area on our website dedicated to delivering Services and Deliverables to clients;

“Deliverables” means those items identified in Disco Analytics sales literature, and on our website (including where applicable, Materials, comprising the audit report and any other materials supporting the Services, written by Disco Analytics or its third-party suppliers and supplied to the Client under the Services);

“Disco Analytics” means Disco Analytics Ltd;

“Fee” means the fees charged by Disco Analytics Ltd in relation to the provision of learning Services and Audit Materials;

“Learning Materials” means the materials supplied by the Client, including course files and supporting materials, that are subject to auditing services carried out by Disco Analytics;

“Restricted Materials” means any audit evaluation tool or materials (including standard booklets, score keys and weights) that at the time of purchase, are identified as restricted in Disco Analytics sales literature, on our website or in the standard booklets, audit report or materials themselves;

“Services” means the auditing and evaluation work undertaken by Disco Analytics for the Client as described in Disco Analytics sales literature, on our website or in the standard booklets, audit report or materials themselves;

Work” means any activity performed by Disco Analytics in relation to the Services and Deliverables; 

“Working Days” means Monday to Friday excluding bank or public holidays.

 

 

2. Audit Terms, Content and Prices

2.1 The details of the design and content of Audit Materials and their prices are correct at the time of publication, but they may be subject to change without notice.

2.2 Disco Analytics reserves the right to cancel or reschedule Services without penalty or liability if there is no learning material access provided by Client, or for reasons outside Disco Analytics’s control.

2.3 Only Authorised Users shall use the Client Zone.

 

 

3. Payment

3.1 Fees are payable within 30 days of the date of invoice or 2 working days prior to the start of a learning audit, whichever is the earlier date. Immediate payment by credit card will be required on any bookings received within 2 working days of the start date. Clients with a credit account will be invoiced (provided a PO has been provided at the time of order and the Fees payable are within the applicable credit limit) and Fees shall be payable according to the agreed credit terms, irrespective of the audit start date. 

3.2 Where Disco Analytics has quoted a price for a learning audit in euros (€), US dollars ($) or any other currency, the price shall be paid in accordance with the currency set forth on the invoice.

3.3 Disco Analytics reserves the right to charge interest and costs of recovery in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).

4. Cancellation Policy

In respect of cancellation by Disco Analytics, a full refund will be given upon return to Disco Analytics of any pre-audit and audit materials already dispatched.

In respect of a cancellation by the Client, upon return to Disco Analytics of any pre-audit and audit materials already dispatched, the following cancellation charges are payable:

Cancellation received by Disco Analytics Fee payable
Before audit starts, that is, after booking payment and up to and including kick-off meeting 25% of the fee payable
Less than 1 day after audit starts 50% of the fee payable
1 day or more after audit starts Full fee payable


All cancellations must be made in writing.

5. Copyright and Intellectual Property

5.1 The Client grants us a non-exclusive, non-transferable, limited licence to use the learning materials for audit purposes only. All right, title and interest (including all copyrights and other intellectual rights) in learning materials supplied by the Client (or its third party licensors as may be applicable) belong to the Client. We acquire no rights or ownership of copyright or other intellectual property rights or proprietary interest in the same or in any copies thereof. Except as specifically provided herein, we may not use the Learning Materials in any way that infringes the copyright or proprietary interests of such materials. 

5.2 All right, title and interest (including all copyrights and other intellectual rights) in the Audit Materials belong to Disco Analytics (or its third party licensors as may be applicable). You acquire no rights or ownership of copyright or other intellectual property rights or proprietary interest in the same or in any copies thereof. Except as specifically provided herein, you may not use the Audit Materials, including Restricted Materials, in any way that infringes the copyright or proprietary interests of such materials. You may not remove or obscure any copyright notices, logos or other notices contained in the Audit Materials.

5.3 Disco Analytics Ltd grants you a non-exclusive, non-transferable, limited licence to use the Audit Materials only in accordance with these Audit Terms and for the purposes only of providing professional services in accordance with our sales literature, and website information; by way of example, Audit Materials are provided to help you identify means to increase the effectiveness of Client-owned learning materials.

This licence is subject to the following limitations:

(a) you may not make copies of or otherwise distribute the Audit Materials;

(b) you are prohibited from in any other way directly or indirectly reproducing, transmitting, displaying, printing, copying, distributing, or otherwise using the Audit Materials.

.

6. Liability

6.1 Disco Analytics will endeavour to notify participants as soon as reasonably possible if a learning audit has to be postponed, or the unlikely event that it will be cancelled.

6.2 Disco Analytics will also endeavour to ensure that any description of the design or content of a learning audit is as informative as possible, but it is for the Client and Registered Users to take responsibility for whether or not such an audit is suitable for their needs.

6.3 Disco Analytics’s liability arising under or as a result of the provision of the Audit whether in contract, tort, breach of statutory duty or otherwise will not exceed the price paid by the Client for such Audit. Nothing in these Audit Terms will exclude or limit Disco Analytics’ liability for death or personal injury, or for fraud on Disco Analytics’ part, or for any liability that cannot be excluded by law. Subject to the foregoing sentence, Disco Analytics Ltd will not be liable for any indirect or consequential loss, loss of business, profit, revenue, data or goodwill, or for lost or wasted management time.

7. Data Protection and Privacy

7.1 Disco Analytics is committed to protecting and respecting Client’s and other users’ privacy and to acting in compliance with the UK Data Protection Act 2018 (UK DPA), UK GDPR and EU GDPR (the General Data Protection Regulation (EU) 2016/ 679) and any applicable enacting, successor, supplementing or amending legislation. You should read our Privacy Policy as it will help you understand how we collect, use, store and otherwise process your personal data and other information.

7.3 Client further consents that Disco Analytics, at its discretion, may monitor the Registered Users and access to the Client Zone and its Audit Materials, including the number of computers and their IP addresses to ensure that the registration and/or log-in details have not been distributed.

8. Sub-contractors

8.1 Disco Analytics shall be entitled, in its absolute discretion, to appoint sub-contractors to provide all or part of the Services.

8.2 If the Client nominates sub-contractors to work with Disco Analytics in the provision of the Services, the Client shall be responsible for such nominated sub-contractors. Disco Analytics reserves the right to withdraw co-operation from any nominated sub-contractors if the performance or actions of such persons or organisations prevents Disco Analytics fulfilling its obligations under these Audit Terms.

9. Client’s Obligations

9.1 The Client will ensure that its staff, contractors and other suppliers co-operate fully with Disco Analytics and cause no delay.

9.2 If our presence is required at the Client’s premises, whilst Disco Analytics’ employees or sub-contractors are working on the Client’s premises, the Client will ensure the health and safety of those people. The Client will indemnify Disco Analytics and keep Disco Analytics indemnified against all losses, damages and expenses incurred or suffered by Disco Analytics in connection with any and all claims made in respect of any injury, death or loss suffered by those employees or sub-contractors as a result of working at the Client’s premises.

 

 

10. Confidentiality

10.1 Both during and after the provision of the Services, both parties shall keep confidential any information of the other party that is obtained in connection with the provision of the Services and that is clearly designated as ‘confidential’ or that is by its nature clearly confidential. Neither party shall use such information except in connection with the Services nor divulge it to any third party without the prior written permission of the other party.

10.2 The provisions of this clause 8 shall not apply to any information disclosed by a party (“Disclosing Party”) that:

10.2.1 is in, or comes into, the public domain (except as a result of a breach of these Audit Terms);

10.2.2 was already in the possession of the Disclosing Party at the time of its receipt from the other party;

10.2.3 is received by the Disclosing Party from a third party who was not under a legal obligation of confidentiality with respect to it;

10.2.4 is required by law to be disclosed by the Disclosing Party.

10.3 The Restricted Materials shall be treated as confidential information for the purposes of this Clause 10.

 

11. Exclusions

Any condition, representation or warranty that might otherwise be implied or incorporated within these Audit Terms by reason of statute or common law or otherwise is hereby expressly excluded to the fullest extent permitted by law.

 

 

12. Variations

These Audit Terms shall apply to the exclusion of all other terms and conditions, including any that you attempt to apply under any purchase order, booking confirmation or any other document; and, no variation of these Audit Terms requested by you shall be effective unless in writing and signed on behalf of Disco Analytics by one of its directors. Disco Analytics reserves the right to change these Audit Terms at any time without prior notice to you, so please check them regularly.

Disco Analytics reserves the right to change these Audit Terms at any time without prior notice to you, so please check them regularly. These Audit Terms were last updated in July 2024.

 

 

13. Governing Law

These Audit Terms and conditions are governed by English law and you agree you will only sue us in the courts of England. The place of performance of the contract will be England.

 

 

 

14. Further Information

If you wish to raise any query, please telephone +44 (0)843 1228865 or email audit@discoanalytics.com