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Terms & Conditions

We are neuTrain Limited ('neuTrain'). Welcome!

We operate an online venue at our website www.neutrain.net (the 'Website') for HR professionals from around the world who have registered on the Website ('Members') to view and/or purchase training materials provided by HR professionals from around the world (such training materials are referred to as 'Items').

PART A: neuTrain's commitment to Members

1. What is neuTrain: neuTrain provides a community platform that facilitates the sharing of resources between HR professionals and collaborative working. If you agree to these Member Terms we will:

� provide you with the opportunity to purchase editable training materials uploaded by other Members and/or view read-only versions of training materials uploaded by other Members;

� provide you with the opportunity to sell Editable Items (defined below) to other Members; and

� provide you with an online marketplace to promote both yourself and your business across the globe.

2. Privacy & Cookies Policy: The information we collect from you and the limited ways in which we use it is covered in our Privacy and Cookies policy. But in summary, neuTrain will not:

� sell your details to third parties;

� bombard you with offers and update emails or marketing materials; or

� contact you, other than in relation to a revision to these terms and/or in relation to purchases and sales on the Website.

3. Changes to these Member Terms: We may update these Member Terms from time to time. Any changes will be notified to you via the e-mail address provided by you on registration or via a suitable announcement on the Website. The changes will apply to the use of the Website after we have given notice. If you do not wish to accept the new Member Terms you should cancel your Membership of the Website.

PART B: Setting up your Member account

4. Eligibility: To be eligible to register as a Member you must be:

� 18 years of age or over and have capacity to enter into binding contracts under English Law; and

� provide information to neuTrain that is true and accurate and then you will update when necessary.

5. Accuracy of Members' details: Subject to your eligibility, to set up your Member account, please complete the registration form filling in your personal details and confirm your acceptance of these Member Terms. You will not impersonate any person, open multiple accounts or use a name you are not legally authorised to use. You authorise us to use any information provided to us in registering to verify your information.

6. Responsibility for Access: It is your responsibility to ensure that you have an appropriate web browser and any other technical requirement in place to access and use the Website and download any Items. You are responsible for the costs you incur in accessing the Website or downloading the Items, including Internet usage charges.

7. Rejection of Registration: neuTrain reserves the right to reject any registration and to withdraw access to the Website to anyone for any reason, in its sole and absolute discretion. neuTrain may at any time and for any reason (taking any required technical or legal steps) terminate or suspend any Member Account, use of the Website or action in relation to any Items including if you provide false or incorrect registration information or do not notify neuTrain of changes to your registration information immediately.

8. Confirmation: Once you have completed registration and confirmed your acceptance of these Member Terms you will be sent a confirmation email which shall contain a link for you to confirm your registration and select a password for your account. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party.

PART C: How these Terms Apply to Members

9. Member Terms: These Member Terms apply to all Members registered on the Website and together with the Terms of Use constitute an agreement between you and neuTrain and govern the relationships between Members. Where there is any inconsistency between the provisions of the User Terms and the Member Terms, the provisions of the Member Terms will take precedence. If you do not agree to these Member Terms please do not confirm acceptance of these terms below.

10. Licence for use of Items: You may use the Website to download Items (and for the purpose of these terms you will be referred to as a 'Buyer' and the Buyer Terms at Part D below shall apply to you) or to upload Items to be sold (and for the purpose of these terms you will be referred to as a 'Seller' and the Seller Terms at Part E below shall apply to you). NB: When a Buyer pays to download an Item, the Seller grants the Buyer a personal licence to use the Item in accordance with these Member Terms.

11. neuTrain is a Platform: While neuTrain helps facilitate transactions that are carried out using the Website, neuTrain is neither the buyer nor the seller of the Items. neuTrain merely provides a platform that is passive and neutral and acts in a way that is technical and automated. Each sale of an Item creates a contract between the Seller and the Buyer which is governed by these Member Terms, but to which neuTrain is not a party.

12. Relationship with Members: neuTrain is not an auctioneer and is not the agent of the Seller or the Buyer. neuTrain does not give any indication or guarantees that any potential or actual payment will be completed. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Member Terms. neuTrain does not vet Members in any way, nor does neuTrain endorse any specific Members.

13. Mistakes: neuTrain reserves the right to void any transaction as a result of any error or mistake in relation to pricing, however they may occur (whether due to human error or technical fault).

14. Feedback: Buyers may leave feedback on the Items which they have purchased which must be an honest and true reflection of their opinion of the Item to which it relates. Buyers acknowledge that their feedback may be removed from the Website at neuTrain's absolute discretion at any time. Sellers acknowledge that Buyers may leave feedback on any Item which they download. Sellers acknowledge that neuTrain does not check or edit such feedback and that it will be publicly available for viewing on the Website. Sellers consent to the publishing of such feedback even though it may be critical. If a Seller is unhappy about any feedback it should notify neuTrain by emailing support@neutrain.net. Sellers release neuTrain from, and waive rights against neuTrain, in respect of any liability arising out of any feedback.

PART D: Buyer Terms

15. Item Licence: By clicking the 'Download' button in relation to an Item, the Buyer accepts the Seller's legally binding offer to the Buyer for a licence to the Item and the Buyer thereby agrees:

a. to pay the price for the Item, if relevant, with the Buyer's registered credit/debit card (or alternative payment method)(please see Part F); and

b. to accept the terms of a licence to the Item as further set out in this Part D.

16. Terms of licences for Items: Items are licenced by Sellers to Buyers to use on the following terms:

a. Items are made available by Sellers in two formats:

i. Buyers may pay a fee to download 'Editable Items'; or

ii. Buyers may, without cost, view read-only versions of Items which are 'Read-Only Items'

a. Each licence is royalty-free, non-exclusive, personal to the Buyer and is non-transferable;

b. In respect of Read-Only Items:

i. these shall be delivered as PDF documents with watermarks; and

ii. Buyers must not attempt to remove or obscure any of watermarks or content contained within Read-Only Items.

c. In respect of Editable Items:

i. a licence to an Editable Item allows Buyers to:

1. edit the Editable Item to produce modified versions of the Editable Item ('Modified Versions');

2. use the Editable Item or Modified Versions to deliver training courses within their organisation; and

3. use the Editable Item or Modified Versions for personal use;

ii. neuTrain will confirm each order of an Editable Item to the Buyer by email.

d. Buyers agree that in respect of all licences:

i. Items are provided on an 'as is' basis, with all faults or failings and without any representation, warranty or guarantee whatsoever, express or implied, including without limitation any implied warranty of accuracy, completeness, quality, merchantability, fitness for a particular purpose or non-infringement of intellectual property;

ii. Buyers will not offer any Item (or Modified Version) for sale on neuTrain, the Buyer's own platform or any other platform;

iii. the Items are for guidance purposes only and the information contained in Items is not a substitute for appropriate professional advice where applicable;

iv. neither neuTrain nor the Seller take responsibility for actions taken based on the information contained in any Items;

v. all intellectual property rights in the Items including, but not limited to, copyright, and trade mark rights (registered and unregistered) remain the property of the Seller;

vi. Licences do not include any rights in trade marks contained in the Items. These may not be used commercially or otherwise, unless agreed separately in writing with the Seller; and

vii. all rights not expressly granted to the Buyer under its licence to use Items set out in this paragraph 16 are reserved to the Seller.

17. Problems: If the Item fails to deliver, please contact us on support@neutrain.net. neuTrain may then, at its absolute discretion decide whether to resend the Item to you, offer a refund or take other further actions.

PART E: Seller Terms

18. Uploading Items: Sellers may upload Items onto the Website for sale to be viewed by prospective Buyers. Sellers acknowledge that once uploaded Items may be downloaded by Buyers: (a) for a fee as Editable Items; or (b) for free as Read-Only Items. If a Seller requires neuTrain to remove an Item from the Website the Seller must email neuTrain at support@neuTrain.net indicating which Item should be removed. neuTrain shall remove the Item from the Website within two weeks of receipt of such an email.

19. Seller Promises: By uploading an Item on the Website the Seller promises to neuTrain and to Buyers, that in respect of each Item:

a. a. the Seller offers the Item on its own account and not on behalf of any third party and that the Seller shall not use the Website in the contravention of any applicable law nor permit or assist others to do so;

b. the Seller is the true owner of the Item, or is properly authorised to sell the Item by the true owner, and is able to licence the Item free from any third party claims, liens or encumbrances;

c. the Item, the Seller's upload of the Item and the Seller's offering for sale of the Item on the Website does not infringe the intellectual property rights of any third party, including without limitation copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy;

d. the Seller is solely responsible for the accuracy, legality, currency and compliance of the Item and the Seller is solely liable for false, misleading, inaccurate, infringing or other actionable material contained or referred to therein;

e. any details, descriptions or tags which the Seller has applied to the Item on the Website are accurate, current and complete and are not misleading or otherwise deceptive;

f. the Item is free from any viruses, bugs or similar defects;

g. the Seller has attributed credit correctly where the Seller is required to do so; and

h. the Item is offered by the Seller for sale at a fixed price inclusive of any customs, import, export, and excise duty, VAT and other taxes which may be applicable. The Seller may not charge or seek to charge the buyer, or allow the buyer to be charged, for any taxes which are additional to the price displayed for the item on the Website.

20. Indemnity: The Seller agrees to indemnify neuTrain, its officers, directors and employees, including reasonable legal fees, in relation to any claim or dispute brought against neuTrain by any third party due to, or arising out of, the Seller's breach of these Member Terms or the Seller's breach of any law or the rights of a third party.

21. Takedown: Sellers acknowledge that neuTrain may, at its absolute discretion, take down any Item at any time and for any reason. For example, (a) if the Item, or if neuTrain suspects the Item, has been uploaded in breach of any of the Seller Promises at paragraph 19; (b) if neuTrain has received a complaint about the Item; or (c) if the Item, or if neuTrain believes that the Item, is inappropriate for the Website. The reinstatement of any removed Item to the Website shall be at neuTrain's absolute discretion.

PART F: Payment Terms

22. Payment Methods: Payment Methods accepted by neuTrain are published on the Website. If you pay for Items by credit/debit card, then you must supply your credit/debit card details when you place your order. Items are made available when your credit/debit card issuer (or alternative billing and payment provider e.g. PayPal) has authorized the use of your card (or other applicable method for payment). You will be bound by any terms that relate to the use of your credit/debit card (or alternative payment method).

  1. Payment Provider: The Website's payment processing is powered by Cardsave (http://www.cardsave.net/). Members acknowledge that by using Cardsave they enter into a separate agreement with Cardsave for the provision of Cardsave's on-line payment services. Further details of the terms and conditions that apply to use of Cardsave can be found here. Members' use of Cardsave is subject to eligibility, availability and compliance with Cardsave's terms and conditions. neuTrain does not accept any liability to Members in respect of such determination by Cardsave. Members acknowledge and agree that neuTrain does not act as a payment services provider or any other intermediary in respect of payments you make. neuTrain is not a party to any Member agreement with Cardsave and will not in any circumstances be liable to Members for any third party claim or liability relating to the provision of Cardsave's on-line payment services. Members acknowledge that Cardsave may make additional charges to Members for the provision of their services.

24. Payment to Sellers: Where Editable Items are sold to Sellers, the Seller shall be paid 'Net Item Revenue'. Net Item Revenue is 80% of the gross revenue paid by Buyers in respect of Items uploaded by the Seller and sold on the Website after deductions have been made for: (i) payment processing costs; (ii) credits or refunds made to Buyers for any reason; and (iii) VAT and any other applicable taxes. Net Item Revenue shall be paid to Sellers on a quarterly basis and neuTrain shall provide Sellers with an email statement describing how Net Item Revenue was calculated for that quarter. If the Net Item Revenue payable for one quarter is under �100, then the payment shall not be payable until the following quarter. On the closure of a Member's account, neuTrain shall, at the end of the following quarter, pay any monies which have not been paid across until that point.

  1. Chargebacks: neuTrain may cancel any payment and make a chargeback to the relevant Member if it has reason to believe: (a) the Member has breached the Member Terms; or (b) the transaction is made, or neuTrain reasonably suspects it is made, fraudulently or in an otherwise non-bona fide manner. Sellers agree that such chargebacks may be made out of Net Item Revenues not yet paid to Sellers.

PART G: neuTrain's liability in respect of Items

26. While neuTrain endeavours to ensure that the information on the Website is relevant, accurate, complete and up to date, neuTrain does not give any warranty or guarantee as to the accuracy, completeness, currency or reliability of any of the material on the Website (including, but not limited to, neuTrain's content and content uploaded by Members) or that any such material will meet Members' requirements. The Items and their content do not constitute advice. Buyers should not rely on Items or their content without seeking independent advice or otherwise verifying such information.

27. nothing in these Terms of Use shall operate to exclude neuTrain's or sellers liability for: (a) death or personal injury or (b) fraudulent misrepresentation. neuTrain, and (as applicable) its officers, directors, employees or suppliers, shall not be liable in respect of: (i) loss of profit, anticipated profit, revenues or anticipated savings; (ii) indirect, general, special, compensatory, consequential and/or incidental damages; and/or (iii) loss of goodwill or business opportunity; arising out of or in connection with Items downloaded by Members or by any members' breach of these member terms. Members agree that each of these exclusions and limitations is reasonable having regard to the nature of the Website.

28. Subject to paragraph 27, neuTrain's liability to Members or to any third parties is limited to the greater of: (a) the amount of fees neuTrain has received in respect of sales of a Members' Items in the 12 months prior to the action giving rise to liability, and (b) �100.

PART H: Applicable Law and International Use

29. Law and Jurisdiction: These Member Terms shall be governed by and construed in accordance with English law. Any disputes arising in connection with these Member Terms shall be subject to the non-exclusive jurisdiction of the English courts.

30. International Use: neuTrain makes no promise that materials on the Website are appropriate or available for use in locations outside the United Kingdom. If you choose to access this Website from locations outside the United Kingdom, you do so at your own risk and you are responsible for compliance with local laws.

31. Complaints and disputes: If you:

a. have any concerns about content which appears on the Website, from your use of the Website or the Items generally; or

b. believe that any act or omission by any other Member is in breach of applicable law, for example, if you believe you are the subject of a defamatory statement or if you believe any Member infringes third party intellectual property right;

Please contact support@neutrain.net immediately and neuTrain will then consider your concern and decide whether to take action and whether or not any Member concerned has, in neuTrain's opinion, breached any of their responsibilities in using the Website or uploading Items. neuTrain is under no obligation to oversee, monitor or moderate the use of the Website and generally does not do so. Nothing shall prevent Members from commencing Court proceedings against one another. neuTrain will endeavour to inform you of the outcome of its review within a reasonable time of receiving your complaint.

� neuTrain Limited 2012

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