This Agreement is made and entered into by and between Qintil and The Course Provider as follows. Definitions set forth in Clause 27 will apply.

1. Introduction
This Site is owned and operated by Qintil Technology Limited (Registered in England number 10573087). References to “Qintil”, “us” or “we” in these Terms and Conditions refers to Qintil Technology Limited, its assigns, administrators, executors, successors, and any director, secretary, agent, officer or employee.

These Terms and Conditions apply to and govern the relationship with every person and Site user (“you” or “your”) who creates a Course Provider Profile through this Site (together referred to as “Qintil Services”).

If any of the Terms and Conditions contained herein and relating to the provision of the Services conflicts with any other terms and conditions contained on the Site, the relevant term in this Agreement shall prevail.

This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties.

Additionally we may utilise other Qintil subsidiaries to facilitate your payments or provide other services from time to time. Where such subsidiaries are utilised you agree that such subsidiaries shall be entitled to any rights that Qintil is entitled to under these Terms and Conditions. However, except in relation to any statutory rights you may have, you will not bring any claim, action or suit against Qintil’s subsidiaries.

By using our Services, you are entering into an agreement with Qintil Technology Limited and you:

Agree that you have read, accepted and will comply with all our Terms and Conditions;
Warrant that you have had sufficient opportunity to access these Terms and Conditions and contact us;
Warrant that you have the capacity and are authorised to enter into this agreement for or on behalf of the Course Provider; and
Are 18 years or older.

Please read the Terms and Conditions carefully. If you do not agree to these Terms and Conditions, do not use our Site and/or Services.

2. Course Provider Obligations
You may, from time to time, provide information, documents, software, videos, audios and any other products or services (“Course Content”) through Qintil’s Services.
You acknowledge and agree that you are only permitted to use our Services in accordance with this Site’s Terms and Conditions. You acknowledge and agree that you do not have any contractual relationship with the Course Purchasers. You acknowledge and agree that the only information you will receive about Course Purchasers is what is provided to you through the Services (“Course Purchaser Data”).

2.1 You warrant that:
You are wholly and singularly responsible for all of Course Content;
Content submitted by you shall not infringe any applicable copyright or intellectual property law;
You are the lawful owner of, or hold the necessary licences to, all Course Content uploaded onto Qintil’s Site.
You have the qualifications and experience required to teach your Course Content;
Your representations about yourself, your experience and your qualifications are true.
2.2 You are not permitted to:
Re-sell or attempt to re-sell any documents or materials provided by us to you;
Re-sell or attempt to re-sell any documents or materials Upload any promotional material within your Course Content or through Qintil’s Services, except references to your own Course Content as listed on your Course Provider Profile;
Upload anything on Qintil’s Site that breaches another person’s software licence, intellectual property or any other property rights.
Upload anything on Qintil’s Site that belongs to another person, or you otherwise do not have the right to re-sell;
Engage in any activity that requires Qintil to hold any licenses or pay any royalties;
Supply or attempt to supply any documents or materials supplied through our Services to a person that has not paid Qintil for such access;
Attempt to commercially profit from our Services or Site without our prior, fully-informed knowledge and agreement;
Upload anything on our Site that is illegal, or in our absolute discretion inappropriate, profane, obscene, defamatory, knowingly false or misleading or that may infringe copyright, or use the Site for criminal or unlawful purposes, or to assist in carrying out a criminal or unlawful activity;
Introduce any malicious software to our Site or Services;
Collect information about us or people who use our Services without our consent.

2.3 You cannot:
Provide your login details or authentication credentials to any other person to receive access to the Site, either intentionally or negligently; or
Sell, assign or novate your Content Provider Profile to any other person, unless we provide our express permission in writing.
You cannot impersonate any other person in order to access our Site or when dealing with us in any way. If, in our absolute discretion, we form the view that you are impersonating or attempting to impersonate someone, you agree that we can immediately cancel your access to our Site and any Services, or prevent you from accessing our Site or Services.

You must ensure that your information technology systems are configured correctly to be able to access our Services, including but not limited to ensuring that you have completed any necessary browser or security updates, or complied with any directions given to you, whether directed by us (including following any directions on our Site) or by third party providers or advisors.

3. Intellectual Property
Intellectual Property Rights mean the rights relating to literary, artistic and scientific works, inventions, scientific discoveries, industrial designs, trademarks, service marks and commercial names and designations, protection against unfair competition.

You retain the Intellectual Property Rights of all Course Content submitted by you via Qintil’s Services. You may ask for your Course Content to be removed at any time by emailing us at the email address provided at clause 23 and we will oblige within 14 days.

With the exception of Course Content, Qintil owns all Intellectual Property accessible through this Site and connected with the Site.

4. License
You license Qintil and its subsidiaries to promote and reproduce your Course Content, name, logo and any other contents of your Course Provider Profile for marketing purposes on Qintil’s websites.

5. Pricing
You must set your course pricing in the Provider Management area of Qintil’s Site. Your total course price (gross sale price) will be displayed including our fees, and this is the price that the course purchaser will pay. You may update, change or alter your pricing at any time. You may offer discount codes.

6. Refund policy
As a provider you may authorise a refund to a purchaser. If you authorise a refund, we will deduct the value of the refund from your next payment. If there is no payment made to you within 14 days of the refund, then we will issue you an invoice for the full refund amount.

If your Course Content:
Cannot be accessed or downloaded; or
Your course content infringes the terms of this contract;

you will be notified in writing and may be required by us to provide a refund.

7. Fees
We will deduct 35% of the total gross sale price as our fee.

8. Payment

To receive payment from Qintil you must set up and maintain a Stripe account, or any other payment service provider as advised by us from time to time. We will pay you the total value of your gross sales minus our fee. We will send you an invoice which includes details of the course purchased, purchaser, and our fee plus sales tax. It is your responsibility to pay any payment provider fees to Stripe or any other provider where applicable.

9. Taxes
You are liable for all taxes, including but not limited to VAT and GST, payable from your earnings and will not hold Qintil liable for such taxes.

10. Competitors and similar services
Competitors are not permitted to access or use this Site. You agree that if you are a Competitor and you access our Site in breach of this condition, you are liable to pay liquidated damages calculated by multiplying the retail cost of the services that you purchased or accessed (as shown on our Site) by 500, which represents a reasonable amount of business you are or attempting to deprive us of. You agree that this term is reasonable and legitimate to protect our business interests.

11. Notices
Notices may be sent to you by any means, but our primary communication method is email. You agree that in terms of calculating time for any notice period, time will start from the date and time the email notification we send is received into your email server, regardless of whether you see, open or read the notice.

If we contact you by telephone and do not speak with you directly, you agree that it is sufficient notice for us to leave a voicemail message. Any calculation of time using that voicemail message will run from the time we leave the message, regardless of whether or when you hear or access your voicemail.

12. Links and advertisements
Our Site may contain links to other sites or advertisements. The information displayed in advertisements may not be controllable by us, as other service providers may provide them. We also cannot regulate the content of the sites that we may provide links to. You agree that we are not responsible for any adverse event that may occur as a result of you clicking on or following any links or advertisements that may be made available through our Site.

13. Limitation of liability
Local consumer protection laws and regulations may confer rights, warranties, guarantees and remedies relating to the Services we provide that cannot be excluded, restricted or modified (“Statutory Rights”). You agree that those Statutory Rights (if they apply) and these Terms and Conditions solely govern our liability.

We exclude all conditions and warranties implied by custom, law or statute except for your Statutory Rights. Except for your Statutory Rights, all material and work is provided to you without warranties of any kind, either express or implied, and we expressly disclaim all warranties of any kind including but not limited to implied warranties of merchantability and fitness for a particular purpose.

The Services, including statements, opinions, documents and any hyper-linked material contained in this Site is for general information purposes only. Unless we specifically say, our services do not take into account your specific needs, objectives or circumstances and in any case is not legal advice or services. Any reliance you place on materials we provide to you or that you access through our Site is at your own risk. If you are not satisfied with any part of our Site, our Services, or our Terms and Conditions, you should contact us and cease using our Services and our Site.

We will not be liable or responsible for: losses, liabilities, claims, proceedings, actions, demands, damages, costs, charges, expenses or diminution in value, however arising, and including damages or costs or otherwise for loss of use and/or loss of data (“Losses”) whether present or future, fixed or unascertained, actual or contingent, suffered or incurred, and howsoever arising; that is suffered by any person who uses our Services, materials we provide, or materials that are accessible through our Site, whether or no such material is Court Content.

14. Indemnity
You agree to indemnify and will keep us indemnified against any losses, liabilities, claims, proceedings, actions, demands, damages, costs, charges, expenses or diminution in value, however arising, and whether present or future, fixed or unascertained, actual or contingent, suffered or incurred by us arising out of or in connection with:

a) Your use of our Services;
b) Your Course Content;
c) Your use of, engagement with or reliance on any Qintil subsidiary or the services they provide, even if it is found by a court, tribunal, commission or other party empowered to make a legal determination, that those parties have been negligent;
d) Your reliance on materials we provide, or reliance on materials that are accessible through our Site that is not accurate, up to date, complete or is misleading;
e) Any action, inaction or negligence by you or your employees, agents, contractors or customers;
f) Any loss or damage to our property and copyright materials arising from your conduct or the conduct of your agents, employees, contractors or customers;
g) A breach of any clause of these Terms and Conditions; and
h) Any action, claim, demand or proceedings by any third party against us as a result of any act, omission or negligence by you or your employees, agents, contractors or customers.
Closing Your Account

You may close your Account at any time.

We will use commercially reasonable efforts to make any remaining scheduled payments due and owing to you prior to deleting your Account. You hereby understand and agree that if a Course Purchaser has previously enrolled to your Course(s), after your Account has been deleted your name and such Course(s) will remain accessible to those such Course Purchasers who enrolled to tour Course(s). Should you require any assistance or encounter any difficulty in deleting your Provider Account you may also contact us via email at support@Qintil.com or via our Support Centre and we will make commercially reasonable efforts to respond to your request within 24 hours.

We may close your account with Qintil at any time by giving you 60 days’ notice, unless you breach a substantial term of this agreement and such breach is not remedied within seven (7) days after we give notice to you, in which case we may terminate this agreement immediately. Nothing in this clause shall be construed as preventing us from claiming damages against you for breach of this agreement.

We will be entitled to seek an injunction in addition to any other relief or compensation if you breach or threaten to breach any term of this Agreement in respect of the rights granted or the services to be rendered.

16. Insurance
The Course Provider warrants that it has and will continue to maintain for the duration of this Agreement, adequate insurance policies with an independent and reputable insurance company acceptable to Qintil, to cover its risks in terms of this Agreement, which insurance must at least include: - a) Public liability insurance; b) Professional Indemnity insurance.

The Course Provider shall-
a) on request, provide proof to Qintil’s satisfaction that adequate insurance has been obtained in accordance with the provisions of this Agreement;
b) promptly pay all premiums in respect of such insurance and on request provide proof to Qintil’s satisfaction that all such premiums have been paid;
c) not permit or do anything which might prejudice any such insurance.

17. Your co-operation
You agree to co-operate with us, at your own expense, in the handling of any disputes, complaints, investigations or litigation that arises as a result of you using our Site or Services.

18. Continuing terms
Any clause that limits our liability, indemnifies us or relates to your co-operation in litigation or dispute resolution survives termination of these Terms and Conditions.

19. Qintil Terms of Use
These Terms and Conditions are provided in addition to and in conjunction with the standard terms of use and additional terms for Learning Partners that you can view on Qintil’s website.

20. Governing Law
The Terms and Conditions are governed and construed in accordance with the laws of England. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of England.

21. Severance
If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this agreement.

22. Force Majeure
We shall not be liable for any force majeure event, which is an event or occurrence the consequence of which is beyond our control and could not have been prevented, overcome or remedied by the exercise by us of a standard of care and diligence consistent with that of a prudent and competent person under the circumstances (including the expenditure of reasonable sums of money and the application of technology known to such prudent and competent person) and includes without limitation:
a) an act of God, lightning, storm, explosion, flood, landslide, bush fire or earthquake (but does not include high temperatures);
b) strikes or other industrial action;
c) an act of public enemy, war (declared or undeclared), terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic;
d) the effect of any change in applicable laws of any government or other competent authority; and
e) a fault or service interruption relating to internet, electrical, power or telecommunications systems.

Without limiting this clause, if the performance of our obligations under these Terms & Conditions is affected by a Force Majeure Event contemplated by this clause, we will use our best endeavours to promptly restore itself to a position where it can perform its obligations.

23. Privacy
Qintil’s privacy and security policies can be accessed at the Qintil Website. Qintil reserves the right to modify its privacy and security policies in its sole discretion from time to time.
You must comply with the Privacy Laws even if you are not located within the European Union or the Privacy Laws would otherwise not be applicable to you. In those circumstances you acknowledge that you may also be subject to other laws relating to Privacy and you warrant that you are compliant with those laws.

You also warrant that you have read and familiarised yourself and are compliant with the Privacy Laws.

24. Modifications to these terms
We may change these terms from time to time. We will notify you of any changes using email and a message in your account. To continue using the service you must accept any new terms and conditions.

25. Waiver
No right under this agreement is waived or deemed to be waived except by notice in writing signed by the party waiving the right. A waiver by one party under this Agreement does not prejudice its rights in respect of any subsequent breach of this agreement by the other party.

26. Contacting us
For questions and notices, these are our contact details:
Email: support@qintil.com
Telephone: 1800 616910 in Australia or 0333 577 1481 in the United Kingdom

27. Definitions
The following definitions (and additional definitions defined elsewhere in the Agreement) will apply.
a) “Agreement” means this Agreement, including the Terms and Conditions contained herein.
b) “Account” means your Course Provider account provided to you by Qintil under this Agreement.
c) “Competitor” means any person or other company that offers online education, training, or informational services of any kind.
d) “Course Content” means any information, documents, software, videos, audios and any other products or services provided by through Qintil’s Services.
e) “Course Provider” means any person who creates a Course Provider Profile through this Site;
f) “Force Majeure Event” is one or more of the events listed in clause 22 (a) to (e).
g) “Site” means https://www.qintil.com, and https://lms.qintil.com and https://courses.qintil.com and other sub-sites on the qintil.com domain;
h) “Terms and Conditions” means the Terms and and Conditions set out in this Agreement.
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