Terms and Conditions

This agreement applies as between you, the User of the eezylearn Website and LMS (Learning Management System), and Eezydoezit Ltd trading as Eezylearn (“Eezylearn”), the owner and operator of this Website/LMS. Your agreement to comply with and be bound by Clauses 1, 2, 4–11 and 15–25 of these Terms and Conditions is deemed to occur upon your first use of the Website/LMS. Clauses 3 and 12–14 apply only to the sale of Services. If you do not agree to be bound by these Terms and Conditions, you should stop using the Website/LMS immediately.

No part of this Website/LMS is intended to constitute a contractual offer capable of acceptance. Your order constitutes a contractual offer and our acceptance of that offer is deemed to occur upon our sending a confirmation email to you indicating that your order has been accepted.

1. Definitions and Interpretation

In this Agreement the following terms shall have the following meanings: “Account”: means collectively the personal information, Payment Information and credentials used by Users to access Paid Content and / or any communications System on the Website/LMS; “Content”: means any text, graphics, images, audio, video, software, SCORM packages, data compilations, learning materials, assessments and any other form of information capable of being stored in a computer that appears on or forms part of this Website/LMS; “Facilities”: means collectively any online facilities, tools, services or information that Eezylearn makes available through the Website/LMS either now or in the future; “Services”: means the services available to you through this Website/LMS, specifically use of the Eezylearn proprietary e-learning platform, access to online courses, and, where applicable, provision of a branded or customised LMS and related support services on a subscription/licence basis; “Payment Information”: means any details required for the purchase of Services from this Website/LMS. This includes, but is not limited to, credit / debit card numbers, bank account numbers and sort codes; “Premises”: means our place(s) of business located at C1 Centrepoint Business Park, Oak Road, Dublin 12, D12 XK77; “System”: means any online communications infrastructure that Eezylearn makes available through the Website/LMS either now or in the future. This includes, but is not limited to, web-based email, message boards, live chat facilities and email links; “User” / “Users”: means any third party that accesses the Website/LMS and is not employed by Eezylearn and acting in the course of their employment; “Website”: means the website that you are currently using (www.eezylearn.ie) and any sub-domains of this site (e.g. subdomain.eezylearn.ie) unless expressly excluded by their own terms and conditions; and “We/Us/Our”: means Eezydoezit Ltd T/A Eezylearn, a company incorporated in Ireland with Company Registration Number 699525, located at C1 Centrepoint Business Park, Oak Road, Dublin 12, D12 XK77.

2. Age Restrictions

Persons under the age of 18 should use this Website/LMS only with the supervision of an adult. Payment Information must be provided by or with the permission of an adult.

3. Business Customers

These Terms and Conditions also apply to customers procuring Services in the course of business, including but not limited to:

• purchase of multiple learner licences;

• purchase of administrator or manager accounts;

• purchase of a branded or customised LMS build; and

• ongoing subscription/licence agreements for use of the LMS. Business-to-business (B2B) purchases are generally not subject to consumer “cooling-off” rights under applicable EU and Irish consumer legislation.

4. Intellectual Property

4.1 Subject to the exceptions in Clause 5 of these Terms and Conditions, all Content included on the Website/LMS, unless uploaded by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, SCORM packages, page layout, underlying code, software and all course content is the property of Eezylearn, our affiliates or other relevant third parties. By continuing to use the Website/LMS you acknowledge that such material is protected by applicable Irish and international intellectual property and other laws.

4.2 Subject to Clause 6 you may not reproduce, copy, distribute, store, share, sell, rent, lease, sub-licence, publish, make available to the public or in any other fashion re-use material from the Website/LMS unless otherwise indicated on the Website/LMS or unless given our express written permission to do so.

4.3 Purchase of a course, subscription, seat licence, or access to any LMS does not transfer any intellectual property rights to you or your organisation. All rights, title and interest in and to the Content and LMS remain with Eezylearn or its licensors.

4.4 Where Eezylearn provides a branded or customised LMS for a client, including white-label configurations, branding, or domain mapping, the underlying LMS software, structure, databases, and configuration remain the property of Eezylearn. Clients receive only a limited, revocable, non-exclusive and non-transferable licence to access and use the LMS for the duration of the agreed contract or subscription.

4.5 Clients and Users are expressly prohibited from copying, cloning, reverse engineering or otherwise attempting to replicate the LMS or any part of it.

5. Third Party Intellectual Property

5.1 Unless otherwise expressly indicated, all intellectual property rights including, but not limited to, copyright and trademarks in product images and descriptions and other third-party materials belong to the manufacturers, licensors or distributors of such products or materials as may be applicable.

5.2 Subject to Clause 6 you may not reproduce, copy, distribute, store or in any other fashion re-use such third-party material unless otherwise indicated on the Website/LMS or unless given express written permission to do so by the relevant rights holder.

6. Fair Use of Intellectual Property

6.1 Material from the Website may be re-used without written permission where any of the exceptions detailed in Copyright and Related Rights Act 2000 and the Copyright and Other Intellectual Property Law Provisions Act 2019 apply.

6.2 Users will have access to their course and course related materials for 365 days, unless stated otherwise on the course description.

7. Links to Other Websites

This Website/LMS may contain links to other sites. Unless expressly stated, these sites are not under the control of Eezylearn or that of our affiliates. We assume no responsibility for the content of such websites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Website/LMS does not imply any endorsement of the sites themselves or of those in control of them.

8. Links to this Website

Those wishing to place a link to this Website/LMS on other sites may do so only to the home page of the site at www.eezylearn.ie without our prior permission. Deep linking (i.e. links to specific pages within the site) requires our express written permission. To find out more please contact us by email at info@eezylearn.ie.

9. Use of Communications Facilities

9.1 When using any System on the Website/LMS you should do so in accordance with the following rules. Failure to comply with these rules may result in your Account being suspended or closed:

9.1.1 You must not use obscene or vulgar language;

9.1.2 You must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;

9.1.3 You must not submit Content that is intended to promote or incite violence or illegal activity;

9.1.4 It is advised that submissions are made using the English language as we may be unable to respond to enquiries submitted in any other languages;

9.1.5 The means by which you identify yourself must not violate these Terms and Conditions or any applicable laws;

9.1.6 You must not impersonate other people, particularly employees and representatives of Eezylearn or our affiliates; and

9.1.7 You must not use our System for unauthorised mass-communication such as spam or junk mail.

9.2 You acknowledge that Eezylearn reserves the right to monitor any and all communications made to us or using our System.

9.3 You acknowledge that Eezylearn may retain copies of any and all communications made to us or using our System.

9.4 You acknowledge that any information you send to us through our System may be modified by us in any way and you hereby waive your moral right to be identified as the author of such information. Any restrictions you may wish to place upon our use of such information must be communicated to us in advance and we reserve the right to reject such terms and associated information.

10. Accounts

10.1 In order to procure Services on this Website/LMS and to use certain other parts of the System, you are required to create an Account which will contain certain personal details and Payment Information which may vary based upon your use of the Website/LMS as we may not require payment information until you wish to make a purchase. By continuing to use this Website/LMS you represent and warrant that:

10.1.1 all information you submit is accurate and truthful;

10.1.2 you have permission to submit Payment Information where permission may be required; and

10.1.3 you will keep this information accurate and up-to-date. Your creation of an Account is further affirmation of your representation and warranty.

10.2 It is recommended that you do not share your Account details, particularly your username and password. We accept no liability for any losses or damages incurred as a result of your Account details being shared by you. If you use a shared computer, it is recommended that you do not save your Account details in your internet browser.

10.3 If you have reason to believe that your Account details have been obtained by another person without consent, you should contact us immediately to suspend your Account and cancel any unauthorised orders or payments that may be pending. Please be aware that orders or payments can only be cancelled up until provision of Services has commenced. In the event that an unauthorised provision commences prior to your notifying us of the unauthorised nature of the order or payment then you shall be charged for the period from the commencement of the provision of Services until the date you notified us and may be charged for a billing cycle of one month.

10.4 When choosing your username you are required to adhere to the terms set out above in Clause 9. Any failure to do so could result in the suspension and/or deletion of your Account.

10.5 Where an Account is provided to a business or organisation, that organisation is responsible for managing and controlling access to that Account and for all activity carried out under it.

11. Termination and Cancellation of Accounts

11.1 Either Eezylearn or you may terminate your Account. If we terminate your Account, you will be notified by email and, where reasonable, an explanation for the termination will be provided. Notwithstanding the foregoing, we reserve the right to terminate without giving reasons.

11.2 If we terminate your Account, any current or pending orders or payments on your Account may be cancelled and provision of Services may not commence or may be suspended.

11.3 Termination of an Account does not remove or limit any obligations to pay sums properly due to Eezylearn.

12. Services, Pricing and Availability

12.1 Whilst every effort has been made to ensure that all general descriptions of Services available from Eezylearn correspond to the actual Services that will be provided to you, we are not responsible for any variations from these descriptions as the exact nature of the Services may vary depending on your individual requirements and circumstances. This does not exclude our liability for mistakes due to negligence on our part and refers only to variations of the correct Services, not different Services altogether.

12.2 Where appropriate, you may be required to select the required plan of Services. 7

12.3 We neither represent nor warrant that such Services will be available at all times and cannot necessarily confirm availability until confirming your order. Availability indications are not provided on the Website/LMS.

12.4 All pricing information on the Website/LMS is correct at the time of going online. We reserve the right to change prices and alter or remove any special offers from time to time and as necessary.

12.5 In the event that prices are changed during the period between an order being placed for Services and us processing that order and taking payment, then the price that was valid at the time of the order shall be used.

12.6 Where a business purchases a custom or branded LMS build, the build fee covers design, configuration, branding and technical setup of the LMS only. The build fee does not include ownership of the LMS or its underlying software, code, structure or hosting environment, all of which remain the property of Eezylearn.

12.7 Ongoing access to any LMS (including branded or custom versions) requires an active subscription, licence or service agreement. If such subscription, licence or agreement expires or is terminated, access to the LMS may be suspended or withdrawn in accordance with Clause 26.

13. Orders and Provision of Services

13.1 No part of this Website/LMS constitutes a contractual offer capable of acceptance. Your order constitutes a contractual offer that we may, at our sole discretion, accept. Our acceptance is indicated by us sending to you an order confirmation email. Only once we have sent you an order confirmation email will there be a binding contract between Eezylearn and you.

13.2 Order confirmations under sub-Clause 13.1 will be sent to you before the Services begin and shall contain the following information:

13.2.1 Confirmation of the Services ordered including full details of the main characteristics of those Services;

13.2.2 Fully itemised pricing for the Services ordered including, where appropriate, taxes, delivery and other additional charges;

13.2.3 Relevant times and dates for the provision of the Services;

13.2.4 User credentials and relevant information for accessing those Services.

13.3 If we, for any reason, do not accept your order, no payment shall be taken under normal circumstances. In any event, any sums paid by you in relation to that order will be refunded within 14 calendar days.

13.4 Payment for the Services shall be taken via your chosen payment method, immediately for any setup fee that corresponds to the service plan you purchased and on the same day of each subsequent month (the “billing cycle”) for charges accrued during the previous billing cycle and/or as otherwise indicated in the order confirmation you received.

13.5 We aim to fulfil your order within 2–3 working days or, if not, within a reasonable period following your order, unless there are exceptional circumstances. If we cannot fulfil your order within a reasonable period, we will inform you at the time you place the order by a note on the relevant web page or by contacting you directly after you place your order. Time is not of the essence of the contract, which means we will aim to fulfil your order within any agreed timescales but this is not an essential term of the contract and we will not be liable to you if we do not do so. If the Services are to begin within 14 calendar days of our acceptance of your order, at your express request, you will be required to expressly acknowledge that your statutory cancellation rights, detailed below in Clause 14, will be affected.

13.6 Eezylearn shall use all reasonable endeavours to provide the Services with reasonable skill and care, commensurate with best trade practice. 13.7 In the event that Services are provided that are not in conformity with your order and thus incorrect, you should contact us immediately to inform us of the mistake. We will ensure that any necessary corrections are made within five (5) working days. Additional terms and conditions may apply to the provision of certain Services. You will be asked to read and confirm your acceptance of any such terms and conditions when completing your order.

13.8 Eezylearn provides technical support via online channels and/or phone. Eezylearn makes every effort possible to respond in a timely manner but we do not guarantee a particular response time.

14. Cancellation of Orders and Services

We want you to be completely satisfied with the Services you order from Eezylearn. If you need to speak to us about your order, then please contact customer care by email at info@eezylearn.ie or write to us at our address (see section 1 above). You may cancel an order that we have accepted or cancel the Contract in accordance with this Clause 14. If any Specific Terms accompanying the Service contain terms about cancelling the Service, the cancellation policy in the Specific Terms will apply.

14.1 If you are a consumer based within the European Union, you may have a statutory right to a “cooling off” period. This period begins once your order is confirmed and the contract between Eezylearn and you is formed and ends at the end of 14 calendar days after that date. If you change your mind about the Services within this period and wish to cancel your order, please inform us immediately using the following email: info@eezylearn.ie. Your right to cancel during the cooling off period is subject to the provisions of sub-Clause 14.2.

14.2 As specified in sub-Clause 13.5, if the Services are to begin within the cooling off period you are required to make an express request to that effect. By requesting that the Services begin within the 14 calendar day cooling off period you acknowledge and agree to the following:

14.2.1 If the Services are fully performed within the 14 calendar day cooling off period, you will lose your right to cancel after the Services are complete.

14.2.2 If you cancel the Services after provision has begun but is not yet complete you will still be required to pay for the Services supplied up until the point at which you inform us that you wish to cancel. The amount due shall be calculated in proportion to the full price of the Services and the actual Services already provided. Any sums that have already been paid for the Services shall be refunded subject to deductions calculated in accordance with the foregoing. Refunds, where applicable, will be issued within 5 working days and in any event no later than 14 calendar days after you inform us that you wish to cancel.

14.3 Cancellation of Services after the 14 calendar day cooling off period has elapsed shall be subject to the specific terms governing those Services and may be subject to a minimum contract duration. For business customers, statutory cooling off rights may not apply and cancellation will be governed by the contract and these Terms and Conditions.

15. Privacy

Use of the Website/LMS is also governed by our Privacy Policy (www.eezylearn.ie/privacy) which is incorporated into these Terms and Conditions by this reference. To view the Privacy Policy, please visit the Website.

16. How We Use Your Personal Information (Data Protection)

16.1 All personal information that we may collect (including, but not limited to, your name and address) will be collected, used and held in accordance with applicable data protection law, including the EU General Data Protection Regulation (GDPR) and the Irish Data Protection Act 2018. 16.2 We may use your personal information to:

16.2.1 Provide our Services to you;

16.2.2 Process your payment for the Services; and

16.2.3 Inform you of new products and services available from us. You may request that we stop sending you this information at any time.

16.3 In certain circumstances and with your consent where required, we may pass your personal information on to credit reference agencies or to carefully selected service providers (such as hosting providers or payment processors) for the purposes of providing the Services. Those third parties will be bound by data protection obligations.

16.4 We will not pass on your personal information to any other third parties without first obtaining your express permission unless required or permitted by law.

17. Disclaimers

17.1 We make no warranty or representation that the Website/LMS will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate. We make no guarantee of any specific results from the use of our Service or Services.

17.2 No part of this Website/LMS is intended to constitute advice and the Content of this Website/LMS should not be relied upon when making any decisions or taking any action of any kind.

17.3 No part of this Website/LMS is intended to constitute a contractual offer capable of acceptance.

17.4 Whilst we use reasonable endeavours to ensure that the Website/LMS is secure and free of errors, viruses and other malware, you are strongly advised to take responsibility for your own internet security, that of your personal details and your computers and devices.

18. Changes to the Facilities and these Terms and Conditions

We reserve the right to change the Website/LMS, its Content or these Terms and Conditions at any time. You will be bound by any changes to the Terms and Conditions from the first time you use the Website/LMS following the changes. If we are required to make any changes to these Terms and Conditions by law, these changes will apply automatically to any orders currently pending in addition to any orders placed by you in the future.

19. Availability of the Website

19.1 The Website/LMS is provided “as is” and on an “as available” basis. Eezylearn uses industry best practices to provide a high uptime, including a fault-tolerant architecture hosted on cloud servers. We give no warranty that the Website/LMS or Facilities will be free of defects and/or faults and we do not provide any kind of refund for outages. We provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.

19.2 We accept no liability for any disruption or non-availability of the Website/LMS resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war, strikes or other industrial disputes, or legal restrictions and censorship.

20. Limitation of Liability

20.1 To the maximum extent permitted by law, we accept no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Website/LMS or any information contained therein. You should be aware that you use the Website/LMS and its Content at your own risk.

20.2 Nothing in these Terms and Conditions excludes or restricts our liability for death or personal injury resulting from our negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot be excluded or limited under applicable law.

20.3 Nothing in these Terms and Conditions excludes or restricts Eezylearn's liability for any direct loss or damage arising out of the incorrect provision of Services or out of reliance on incorrect information included on the Website/LMS where such incorrect provision or incorrect information is due to our negligence.

20.4 In the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these Terms and Conditions and shall not affect the validity and enforceability of the remaining Terms and Conditions. This term shall apply only within jurisdictions where a particular term is illegal.

21. No Waiver

In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.

22. Previous Terms and Conditions

In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.

23. Third Party Rights

Nothing in these Terms and Conditions shall confer any rights upon any third party. The agreement created by these Terms and Conditions is between you and Eezylearn.

24. Communications

24.1 All notices/communications shall be given to us either by post to our Premises (see address above) or by email to info@eezylearn.ie. Such notice will be deemed received 3 days after posting if sent by first class post within Ireland, the day of sending if the email is received in full on a business day, and on the next business day if the email is sent on a weekend or public holiday.

24.2 We may from time to time, if you opt to receive it, send you information about our products and/or services. If you do not wish to receive such information, please click on the ‘Unsubscribe’ link in any email which you receive from us or contact us to update your preferences.

25. Law and Jurisdiction

These Terms and Conditions and the relationship between you and Eezylearn shall be governed by and construed in accordance with the laws of Ireland and Eezylearn and you agree to submit to the exclusive jurisdiction of the courts of Ireland.

26. Non-Payment, Suspension and Termination of Services

26.1 If a client (whether an individual or a business customer) fails to pay any subscription fee, licence fee, instalment, build-related fee or any other sum properly due to Eezylearn under any contract or invoice, we reserve the right, without prejudice to any other rights or remedies, to:

26.1.1 suspend access to the LMS for the client and all associated Users and employees with immediate effect; and/or

26.1.2 restrict or suspend access to one or more specific courses, modules or features.

26.2 Following suspension for non-payment, the client will be granted a grace period of one (1) calendar month from the date of suspension during which:

26.2.1 organisational administrators may log in (where technically feasible) solely for the purpose of accessing and downloading learner certificates and records; and

26.2.2 no new enrolments or training activity will be permitted unless and until all outstanding sums have been paid. 26.3 If, after the expiry of the one-month grace period, any outstanding sums remain unpaid, Eezylearn may: 26.3.1 terminate the contract and all associated Services with immediate effect;

26.3.2 permanently revoke access to the LMS and all associated accounts and content for that client; and

26.3.3 treat any unpaid sums as a contractual debt recoverable by legal means.

26.4 All LMS platforms, including any branded, white-label or custom-configured versions, remain at all times the exclusive property of Eezylearn. Upon termination for non-payment:

26.4.1 any branded or custom instance of the LMS will be reclaimed in full by Eezylearn;

26.4.2 domain mapping, branding, themes and configurations may be removed; and

26.4.3 the client acquires no rights to the LMS software, database, hosting, source code or configuration.

26.5 Any build fee paid for a branded, white-label or custom LMS setup is strictly non-refundable in all circumstances, including where Services are suspended or terminated for non-payment.

26.6 After the expiry of the one-month grace period referred to in Clause 26.2, Eezylearn shall have no obligation to retain or provide access to any data, certificates, reports or records relating to the client or its Users, and Eezylearn accepts no responsibility for any loss of data following that date. It is the client’s responsibility to ensure that any required certificates or records are downloaded within the grace period.