Assemble You Limited
Service Agreement

Assemble You has developed Audio Courses for adult learnersof the highest quality. The content works on any LMS or LXP, Via SCORM 1.2, orxAPI. Our Audio Courses can be listened to via a private podcast on popular podcast platforms giving great flexibility, and assisting learning. Assemble You provides courses that all contain actionable teaching techniques, are evidence-based and are clear and concise in their delivery.

AGREEMENT - this Agreement and any otherdocuments referred to within it are the whole Agreement;
ASSEMBLE YOU - is a company registered in England and Wales,registered number 13136109 and address; 3rd Floor, 86-90 Paul Street, London,EC2A 4NE ("Assemble", "You", "Us", "We"or "Ours")
CUSTOMER - the entity identified in this Agreement as the Party toreceive the products supplied by Assemble You.
EFFECTIVE DATE - the date agreed in the License Agreement.
LICENSE - the License provided by Assemble You for the terms of useby the Customer of the Products.
INTELLECTUAL PROPERTY - as defined in the License Agreement
PRODUCT(S) - The Audio Courses as supplied by Assemble You, whetherprovided as SCORM/xAPI files, private podcasts, through access to the System or through any other means.
LICENSE AGREEMENT - The Agreement between the parties, ancillary tothis Agreement, giving the details of the Audio Courses provided, and Fees.
SYSTEM – A platform through which Audio Courses may be made available. The platform,hosted on Kwantic, is licensed to Assemble You by Kwantic Limited, a companyregistered in England and Wales, registered number 14665130 and address 25 Cranedown, Lewes, BN7 3NS.

1.1 All singular words include plurals and vice versa.
1.2 Any words denoting gender include all genders.
1.3 Any reference to a person shall include reference to an individual, partnership, an unincorporated association and a body corporate.
1.4 Any reference to any Party shall also include their personal representatives, successors in title and permitted assigns.
1.5 The word Term does not exclude anything not listed.
1.6 The words and phrases, such as "other", "in particular", and "including", do not limit the generality of any words preceding them, nor shall they be allowed to be limited or construed and such words of the same class where a wider construction of that word is possible or probable.

2.1 Customer's purchased Product(s) is/areoffered on an "as is" and "as available" basis.
2.2 Whilst various browsers may read and display the Product(s) differently,we make it our goal to maintain the Product(s) functionality uniformly across all platforms. Assemble You reserves the right not to provide support to some browsers. (This may occur with older unmaintained browsers or otherwise, ourresolve being to keep our software up to date with modern web standards andmaintain high speed, responsive, attractive and realistic renders).
2.3 Assemble You reserves the right to modify or adjust the Product(s) at any time.
2.4 Features may be added or removed by Assemble You at any time.
2.5 Customer shall not modify or attempt to modify, reverse engineer, decompile or disassemble the Product(s) in any way.
2.6 Due to the System being hosted by a third-party provider,Assemble You makes no warranty or representation that the System will beavailable or fully functional at all times nor that it will operate on a defectfree basis. In the event of an outage or defects in the System, Assemble You willreport this to the third-party licensor as soon as reasonably practicable andwill keep the Customer informed of progress in terms of remedying the outage or defects in the System. However, such circumstances shall not give rise to abreach of this Agreement on the part of Assemble You.

3.1 Your permission for access and use of the Product(s) is granted in the License Agreement.
3.2 No other persons may use the Product(s), and any circumvention ofthis Clause will be seen as a violation of acceptable product use and will entitle Assemble You to terminate (subject to Clause 8) this Agreement.

4.1 The License Fee and any other fees stated in the License Agreement are due and payable on the effective date of this Agreement and annually (unless otherwise specified), subject to Clause 4.2, thereafter.
4.2 The annual License Fee is automatically renewed unless thisAgreement is terminated by either Party in accordance with Clause 8. In the event of renewal, Assemble You reserves the right to increase the License Fee each year by no more than ten (10) percent.
4.3 This Agreement (including the License) is not transferable to anyother company or person without the prior written consent of Assemble You.
4.4 Assemble You shall provide all reasonable and prompt technical assistance and information to the Customer.

5.1 With the exception of the System, AssembleYou owns all copyright and intellectual property rights to the Product(s) andgrants Customer during the term of this Agreement the rights to use such Product(s)within the License and terms outlined herein.
5.2 The Product(s) owned by Assemble You shall remain the intellectual property of Assemble You at all times. The System shall remain the intellectual property of Kwantic Limited.
5.3 The Grant of the License does not imply any ownership or transferof any rights in the Product(s) by the Customer.
5.4 Scope - Assemble You hereby grants to the Customer, in accordancewith the terms of this Agreement, an unlimited, non-exclusive, non-transferable, license to use the Products provided.
‍5.5 Customer shall indemnify Assemble You for any useof the System that falls outside of the use permitted by this Agreement if that misuse results in any infringement to Kwantic Limited’s intellectual propertyrights in the System and Assemble You is pursued by Kwantic Limited for the same.
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6.1 Assemble You will invoice the Customer for the License Fee and any other applicable fees on signing of the LicenseAgreement, unless otherwise agreed by the parties.
6.2 Invoices issued by Assemble You in relation to the Product(s) areto be paid without setoff, counterclaim, or deduction of any kind, by electronic transfer.
6.3 In the event of any late or unpaid invoice, Assemble You may, at its sole discretion and upon ten (10) days prior written notice to Customer, suspend the provision of support and or access to the right to use the Product(s) as applicable.
6.4 If any invoice is more than thirty (30) days past its due date,this right of suspension will not limit any other of Assemble You's rights or remedies related to Customer's failure to pay, which shall (subject to Clause8) include but not be limited to the right to terminate this Agreement.

7.1 All fees and expenses charged by Assemble You under this Agreement are exclusive of any taxes, VAT, duties, or similar charges imposed by any government, and Customer agrees to pay for and accepts full liability for their payment of any and all taxes, duties or assessments, however designated or levied, relating to this Agreement.

8.1 Should the Customer breach this Agreement,Assemble You reserves the right to terminate this Agreement and withdraw the License.
8.2. Prior to termination, Customer will be given twenty-four (24) hours to remedy the breach of this Agreement and avoid termination.
8.3 Should termination occur, or Customer chooses to no longer use theProduct for any reason whatsoever, Assemble You is not obliged to make a refundof any payments of any unused portion of the License Fee charged.
‍8.4 Subject to the remainder of this Clause 8, eitherparty may terminate this Agreement or any License Agreement for any reason with thirty (30) days written notice, to the other Party.
‍8.5 Either party may terminate this Agreement or any License Agreement immediately upon provision of written notice if the otherparty becomes insolvent or files for bankruptcy or any other such similar eventinvolving that Party’s creditors. In the event that this Agreement is terminated, all associated License Agreement will also automatically terminate.
8.6 Termination of this Agreement does not release the Customer of its obligation to pay any outstanding monies owed, the Customer will remain liable for payment, and any terms of this Agreement which are intended to survive termination shall remain on and continue.

9.1 Any customer who is subject to the Terms ofthis Agreement shall:-
9.1.1 remain Confidential between the Parties.
9.1.2 The Customer confirms that it will only disclose such information to its officers, employees, contractors and professional advisors,who have a need to know and only to the extent necessary to perform their duty under this Agreement. Such persons shall be placed under the same obligations as the Customer, and the Customer assumes all liability for any breach of this Clause by any person to whom they have disclosed such Confidential information.
9.1.3 The privacy policy of Assemble You can be found [here].
9.1.4 Assemble You and any third-party suppliers willcollect and use personal data only in accordance with the aforementioned privacy policy and data protection legislation.

10.1 In no event shall Assemble You be liablefor any direct, indirect, incidental, special or consequential damages, or damages for loss of profits or revenue incurred by the Customer or any thirdparty, whether in an action or in contract or tort arising from your access toor use of our Product(s) (including the System) or any content provided throughour Site.
10.2 Neither Party shall be liable to the other for any special,consequential, incidental, or indirect damages arising out of or in connectionwith this Agreement (or the termination hereof) or any License Agreement,including, without limitation, loss of profits or anticipated sales to thefullest extent permitted by law and notwithstanding any other provisions ofthis Agreement or any License Agreement.
10.3 The total liability, in the aggregate of Assemble You and itsagents and any of them, to the Customer and anyone claiming by or through them,for any and all claims, losses, costs or damages, including without limitationreasonable legal fees and costs, and any associated costs in the claim,expenses resulting from or in any way related to this Agreement or any LicenseAgreement from any cause or causes shall not exceed the total fees receivedfrom the Customer under this Agreement for the portion of the services whichare the subject of any claim.
10.4 It is intended that this limitation apply to any and allliability or cause of action, however alleged or arising, including withoutlimitation, negligence, professional errors, and omissions or breach ofcontract, unless such limitation is prohibited by law.

11.1 If a dispute arises in relation to this Agreement,the parties will attempt to settle it by negotiation between their respective authorised representatives. If the Parties have not settled the dispute bymeans of negotiation within fourteen (14) days, the Parties agree that any dispute, claim or controversy arising out of or in connection with this Agreement or breach, termination, enforcement, interpretation, or validity thereof, or use of the Services (collectively "Disputes") shall be submitted to arbitration and will be settled, by arbitration, such settlement shall be binding upon each Party. If the Parties do not agree upon an Arbitrator, either Party may request a nomination from an independent Arbitration Service, such as CEDR. It is agreed that both Parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent theactual or threatened infringement, misappropriation, or violation of that Party's rights.

12.1 All notices, requests, demands and other communications here under must be in writing and will be deemed given (a) if delivered personally, on the date given, (b) if sent by facsimile transmission,on the date transmitted if the transmission is confirmed in good order by thetransmitting machine, (c) if delivered by a courier express delivery service,on the date of delivery; (d) if by certified or registered mail, postage prepaid, return receipt requested; (e) confirmed email delivery, three (3) days after mailing, (in each case) to the applicable Party at the addresses in theintroductory paragraph of this Agreement, or at such other addresses as suchParty might designate by written notice in the manner afore said given at least thirty (30) days prior to the effective date of such change.

13.1 Any clause which by its content is intended to survive termination of this Agreement shall do so, howsoever this Agreement is terminated.

14.1 ENTIRE AGREEMENT - This entire Agreementand License Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related tothe subject matter hereof. No modification of this Agreement shall be validunless made in writing and signed by both of the parties hereto.
14.2 ASSIGNMENT - This Agreement shall be binding uponand inure to the benefit of Assemble You and the Customer. The Customer may not assign or transfer, by operation of law or otherwise, any of its rights underthis Agreement to any third party or transfer any of the license rights granted hereunder without the prior written consent of Assemble You.
14.3 Any attempted assignment or transfer in violation of the foregoing will be void.
14.4 Assemble You may freely assign this Agreement, or sub-contract orotherwise delegate its obligations hereunder, in whole or in part, to any third party, provided that such third-party assignee agrees in writing to be bound by the terms hereof.
14.5 WAIVER - The waiver by either Party of any breach or failure to enforce any of the terms of this Agreement at any time shall not in any way affect, limit or waive such Party's right thereafter to enforce and compel strict compliance with every term of this Agreement.
14.6 INDEMNITY - Assemble You represents and warrants that it owns all intellectual property under this Agreement or in the case of the System has been granted a license to use. Both Parties agree to indemnify and hold the other Party harmless from any and all claims brought by any third party relating to any aspect of this Agreement, including, but without limitation, any and all demands, liabilities, losses, costs, and claims, including any reasonable legal fees arising out of or caused by the products/services, material or intellectual property supplied by either Party, copyright infringement and defective products sold under this Agreement.
14.7 FORCE MAJEURE - ; Assemble You shall not bear any liability for any failure or delay in the performance of its obligations under this Agreementif such delay or failure to perform is due to any Force Majeure. For the purpose of this Agreement, Force Majeure shall be defined as;
14.7.1 any act, omissions, cause, or circumstance beyond the reasonable control of Assemble You, this to include without any limitations; Acts of God, War, National Emergency, protests or rebellion, civil commotion,riots or strikes, and any form of industrial dispute, (whether or notinvolving either parties workforce), earthquake, flood, drought, epidemic,pandemic, fire, explosion, an act of terrorism, or any other act ordered by anygovernment, council or constituted body. Force Majeure shall also include theunavailability of the System.
14.8 WARRANTY - The Customer acknowledges and agrees that the Services and any associated documentation, material, or information provided by Assemble You are on an "as is" and "as available" basis and that Assemble You, to the maximum extent permitted by law, disclaims any and all warranties, whether express, implied or statutory, including without limitation, the implied warranties of merchantability, fitness for a particular purpose, functionality, title, and non-infringement, in addition, the Customer acknowledges and agrees that Assemble You does not warrant or represent that the Services supplied will confirm with its specifications or meet the Customers requirements.

15.1 This Agreement may be entered into in anynumber of counterparts and by the Parties to it on separate counterparts, eachof which when executed and delivered shall be an original, but all the counterparts together shall continue on and shall be the same Agreement.
15.2 The Parties acknowledge and agree that this Agreement may beexecuted by electronic signature, which shall be considered as an original signature. Without limitation, an "Electronic Signature" shallinclude faxed versions of a regional signature, electronically scanned and transmitted versions of an original or any other electronic means.

16.1 This Agreement shall be governed andconstrued in accordance with the laws of England and Wales.
16.2 This Agreement shall be subject to and construed in accordance with the Laws of England and Wales and the parties shall submit to the exclusive jurisdiction of the Courts of England and Wales.


Last updated 22nd September 2023.