1. Interpretation

1.1 The following definitions and rules of interpretation apply in these Conditions:

1  "Business Day" a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

2  "Charges" the charges payable by the Client for the supply of the Services in accordance with 5.

3  "Client" the person or firm who purchases Services from Navigatr.

4  "Client Content" means any data, content and/or materials supplied by the Client which may be uploaded to and published on the Platform by Navigatr, or the Client from time to time including without limitation, information relating to the Client’s Learning Services.

5  "Client Default" has the meaning set out in 4.2.

6  "Commencement Date" has the meaning given in 2.2.

7  "Conditions" these terms and conditions as amended from time to time in accordance with 10.4.

8  "Contract" the contract between Navigatr and the Client for the supply of Services in accordance with these Conditions.

9  "Control" has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

10  “Data Protection Legislation" means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

11  “End User Personal Data” means the name, email address (and location, if enabled by the end user) of an end user of the Website who is directed to and/or who contacts the Client in order to access and use the Learning Services.

12  "Extended Term" shall be given the meaning in clause 2.3.

13  "Inappropriate Content" means any Client Content that infringes any applicable laws, regulations or third party rights (such as but not limited to material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous), in particular including but not limited to Client Content that:

13a)  breaches any third party Intellectual Property Rights; or

13b)  breaches Data Protection Legislation.

14  "Initial Term" shall be as defined in clause 2.3.

15  "Intellectual Property Rights" patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up [and trade dress], goodwill and the right to sue for passing off, rights in designs, rights in computer software, 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.

16  “Learning Services’ means the training courses, pathways and other services to be provided to the End User by the Client;

17  "Navigatr" Navigatr Limited a company registered in England and Wales with company number 11761403 whose registered office is Castleton Mill, Castleton Close, Leeds, West Yorkshire LS12 2DS.

18  "Order Form" the Client's order for Services as set out in the form at https://forms.navigatr.app.

19  "Platform" means the Navigatr software platform which can be accessed at

navigatr.app/discover/, access to which is provided to the Client as part of the Services.

20  "Platform Restrictions" shall be given the meaning as set out in clause 4.2.

21  "Services" means a licence to access and use the Platform and the provision of the Services as described in the Order Form.

22  "Term" means the Initial Term and any Extended Terms.

23  "Website" means www.navigatr.org.

1.2 Interpretation:

1. (a)  A reference to legislation or a legislative provision:

   1. (i)  is a reference to it as it is in force as at the date of this Contract; and

   2. (ii)  shall include all subordinate legislation made as at the date of this Contract under that legislation or legislative provision.

2. (b)  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.

3. (c)  A reference to writing or written includes email.

2. Basis of contract

2.1  The Order Form shall only be deemed to be accepted when the Customer clicks the [Accept icon] at the bottom of the Order Form at which point and on which date the Contract (unless a different date is set out in the Order Form) shall come into existence ("Commencement Date").

2.2  The Contract shall commence on the Commencement Date. Unless terminated earlier in accordance with clause 9 (Termination) or this clause 2.3, the Contract shall continue for a period of 12 (twelve) months ("Initial Term") and shall automatically extend for a period of 12 (twelve) months ("Extended Term") at the end of the Initial Term and at the end of each Extended Term. The Client may give written notice to Navigatr, not later than 2 (two) months before the end of the Initial Term or the relevant Extended Term, to terminate the Contract at the end of the Initial Term or the relevant Extended Term, as the case may be.

2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

3. Supply of Services

3.1  Navigatr shall use all reasonable endeavours to meet any performance dates specified in the Order Form, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.2  Navigatr warrants to the Client that the Services will be provided using reasonable care and skill.

3.3  Navigatr grants to the Client a non-exclusive, non-transferable, non-sub licensable licence to access and use the Platform for the Term for its business purposes, including publishing Client Content.

4. Client's obligations

4.1  The Client shall:

(a)  ensure that the terms of the Order Form are complete and accurate;

(b)  co-operate with Navigatr in all matters relating to the Services;

(c)  provide Navigatr with such information and materials as Navigatr may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

(d)  obtain and maintain all necessary licences, permissions and consents which may be required to receive the benefit of the Services, in particular ensure that it is entitled to license (or sub-license to Navigatr) to copy and/or modify the Client Content for the purposes of delivering the Services;

(e)  licence Navigatr to use the Client Content as set out in clause 6 of these Conditions.

4.2  Except as expressly set out in these terms or as permitted by applicable laws the Client shall:

(a)  not infringe Navigatr's intellectual property rights, or those of any third party, in relation to the Client's use of the Platform (this includes and is not limited to selling, sub-licensing or loaning any content contained on the Platform to any third party unless the Client has Navigatr's express permission in writing to do so);

(b)  not disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Platform;

(c)  not use the Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Platform;

(d)  not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to the Platform or any services provided via, or in relation to, the Platform;

(e)  not transmit any material on or via the Platform that is defamatory, offensive or is in our opinion, otherwise objectionable;

(f)  not use the Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and

(g)  not use the Platform to collect or harvest any information or data or attempt to decipher any transmissions to or from the servers connected with the Platform,

and together the above restrictions shall be referred to as the "Platform Restrictions".

4.3  If Navigatr's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

(a)  without limiting or affecting any other right or remedy available to it, Navigatr shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays Navigatr's performance of any of its obligations;

(b)  Navigatr shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Navigatr's failure or delay to perform any of its obligations as set out in this 4.2; and

(c)  the Client shall reimburse Navigatr on written demand for any costs or losses sustained or incurred by Navigatr arising directly or indirectly from the Client Default.

4.4  Navigatr makes no representations or warranties of any kind that access to the Platform will be uninterrupted or error-free. The Platform is provided “as-is” and may contain bugs and errors and may occasionally be unavailable in whole or in part due to technical maintenance or communication interruption.

4.5  Navigatr reserves the right to remove any Client Content from the Platform where it reasonably suspects such content is Inappropriate Content. The Client shall immediately notify Navigatr if it becomes aware of any allegation that Client Content on the Platform may be Inappropriate Content.

4.6  The Client acknowledges that Navigatr:

(a)  shall not review any Client Content prior to such materials being placed on the Platform by the Customer to ensure that such materials do not contain Inappropriate Content;

(b)  shall not routinely monitor the Client Content on the Website for Inappropriate Content.

4.7  The Client indemnifies and shall keep indemnified Navigatr in full against all damages, losses and expenses arising as a result of any action or claim, any content or other material posted to, or linked to, the Platform which constitutes Inappropriate Content.

5. Charges and payment

5.1  The Charges for the Services shall be as set out in the Order Form.

5.2  Navigatr reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.

5.3  Navigatr shall invoice the Client yearly in advance.

5.4  The Client shall pay each invoice submitted by Navigatr:

(a)  immediately using the online payment system provided on the Platform;

(b)  within 30 days of the date of the invoice; and

(c)  in full and in cleared funds to a bank account nominated in writing by Navigatr, and

time for payment shall be of the essence of the Contract.

5.5  All amounts payable by the Client under the Contract are exclusive of amounts in respect of

value added tax chargeable from time to time (VAT).

5.6  If the Client fails to make a payment due to Navigatr under the Contract by the due date, then, without limiting Navigatr's remedies under 9, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this 5.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

5.7  All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. Intellectual property rights

6.1  All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any Client Content) and in the Platform shall be owned by Navigatr.

6.2  The Client retains all Intellectual Property Rights in any Client Content and grants Navigatr a licence to use all Intellectual Property Rights in the Content to the extent required by Navigatr to perform the Services and for its business purposes.

6.3  Navigatr grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to use the Platform and Navigatr's Intellectual Property Rights for the purpose of receiving and using the Services.

6.4  The Client shall not sub-license, assign or otherwise transfer the rights granted in 6.3.

6.5  At its own expense, the Client shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this clause 6.

7. Data protection

7.1  For the purpose of this clause 7 the terms “Controller”, “Processor”, “Data Subject”, “Personal Data”, “Process”, “Processed” and “Processing” have the meanings prescribed in the Data Protection Legislation.

7.2  Both Navigatr and the Client will comply with all applicable requirements of the Data Protection Legislation.

7.3  The parties acknowledge that they are each a separate and independent Controller of any of its employee Personal Data. The parties do not and will not Process employee Personal Data as joint Controllers. Each party shall comply with the obligations that apply to it as a Controller under Data Protection Legislation, and each party shall be individually and separately responsible for its own compliance.

7.4  The parties acknowledge that in respect of End User Personal Data Navigatr is the Controller and the Client is the Processor. Appendix 1 sets out the scope, nature and purpose of processing by the Client, the duration of the processing and the types of Personal Data and categories of Data Subject.

7.5  Without prejudice to the generality of 7.2, Navigatr will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Client for the duration and purposes of this agreement.

7.6  Without prejudice to the generality of 7.2, the Client shall:

(a)  process the End User Personal Data only on the documented written instructions of Navigatr;

(b)  ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of End User Personal Data and against accidental loss or destruction of, or damage to, End User Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting End User Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to End User Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) ensure that all personnel who have access to and/or process End User Personal Data are obliged to keep the End User Personal Data confidential; and

(d)  not transfer any End User Personal Data outside of the UK;

(e)  assist Navigatr in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f)  notify Navigatr without undue delay on becoming aware of a Personal Data Breach;

(g)  at the written direction of Navigatr, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Domestic Law to store the Personal Data; and

(h)  maintain complete and accurate records and information to demonstrate its compliance with this clause 7.6.

7.7 Navigatr does not consent to the Client appointing any third party processor of Personal Data under this agreement.

8. Limitation of liability

8.1  This clause 8 sets out the entire financial liability of Navigatr (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of any breach of this Contract; any use made by the Client of the Services in whole or in part; and any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

8.2  Except as expressly set out in this Agreement, all warranties, conditions and other terms implied by statute or common law or otherwise are, to the fullest extent permitted by law, excluded from this Agreement.

8.3  Nothing in this Agreement limits or excludes the liability of Navigatr for death or personal injury resulting from negligence; or for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by Navigatr.

8.4  Subject to clause 8.3 above:

(a)  Navigatr shall not be liable for loss of profits; or loss of business; or depletion of goodwill and/or similar losses; or loss of anticipated savings; or loss of goods; or loss of contract; or loss of use; or loss or corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and

(b)  Navigatr's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise shall be limited to the Charges paid or payable by the Client to the Supplier under the Contract in the Initial Term or, if greater, the

Charges paid or payable by the Client to Navigatr in the Extended Term immediately preceding the point at which the relevant liability arose.

8.5 This clause 8 shall survive termination of the Contract.

9. Termination

9.1  Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a)  the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

(b)  the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c)  the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d)  the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

9.2  Without affecting any other right or remedy available to it, Navigatr may terminate the Contract with immediate effect by giving written notice to the Client if:

(a)  the Client fails to pay any amount due under the Contract on the due date for payment; or

(b)  on 30 days' notice for whatever reason.

9.3  Without affecting any other right or remedy available to it, Navigatr may suspend the supply of Services under the Contract or any other contract between the Client and Navigatr if:

(a)  the Client fails to pay any amount due under the Contract on the due date for payment;

(b)  the Client becomes subject to any of the events listed in 9.1(c) or 9.1(d), or Navigatr reasonably believes that the Client is about to become subject to any of them; and

(c)  Navigatr reasonably believes that the Client is about to become subject to any of the events listed in 9.1(b).

10. General

10.1  Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

10.2  Assignment and other dealings.

(a)  Navigatr may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b)  The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Navigatr.

10.3  Entire agreement.

(a)  The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b)  Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

(c)  Nothing in this clause shall limit or exclude any liability for fraud.

10.4  Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

10.5  Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

10.6  Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract. If any provision or part-provision of this Contract deleted under this 10.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

10.7  Notices.

(a)  Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Order Form.

(b)  Any notice or communication shall be deemed to have been received:

(i)  if delivered by hand, at the time the notice is left at the proper address;

(ii)  if sent by pre-paid first-class post next working day delivery service, at 9.00 am on the second Business Day after posting; or

(iii)  if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this 10.7(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c)  This 10.7 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

10.8  Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

10.9  Governing law and Jurisdiction.

(a)  The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

(b)  Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Appendix 1 – Data processing particulars

Scope and Nature:

The Client will process End User Personal Data for the purpose of providing Learning Services to the End User or as otherwise instructed in writing by the Customer.

Purpose of processing:

In relation to End User Personal Data processing will occur only in order for the Client to provide the Learning Services to the End User.

Duration of processing:

In relation to End User Personal Data processing will occur for the duration of the Contract, or if shorter whilst the End User has an active account on the Website.

Types of personal data:

End user email addresses, names and, if enabled by the end user on the Website, the Location of the end user.

Categories of data subject:

End users of the Website whose information is disclosed to the Client via the Platform.

(c)