Policies and Terms

1. Introduction

Welcome to the Mpirical Limited’s privacy notice. Mpirical Limited respects your privacy and is committed to protecting your personal data. This privacy notice will inform you as to how we look after your personal data when you visit our website including our learning management system (regardless of where you visit it from) and tell you about your privacy rights and how the law protects you. For the purposes of this privacy notice website includes our learning management system. Please also use the Glossary to understand the meaning of some of the terms used in this privacy notice.

2. Contents

Important information and who we are

The data we collect about you

How is your personal data collected?

How we use your personal data

Disclosures of your personal data

International transfers

Data security

Your legal rights

Glossary

3. Important information and who we are

Purpose of this privacy notice

This privacy notice aims to give you information on how Mpirical Limited collects and processes your personal data through your use of this website, including any data you may provide through this website when you sign up to our newsletter, purchase a product or service or take part in a competition. This website is not intended for children and we do not knowingly collect data relating to children. It is important that you read this privacy notice together with any other privacy notice or fair processing notice we may provide on specific occasions when we are collecting or processing personal data about you so that you are fully aware of how and why we are using your data. This privacy notice supplements the other notices and is not intended to override them. Controller Mpirical Limited is the controller and responsible for your personal data (collectively referred to as “Company”, “we”, “us” or “our” in this privacy notice). We have appointed a data privacy manager who is responsible for overseeing questions in relation to this privacy notice. If you have any questions about this privacy notice, including any requests to exercise your legal rights, please contact the data privacy manager using the details set out below. Contact details Full name of legal entity: Mpirical Limited Contact email address: dpm@mpirical.com Postal address: 343 Storey House, White Cross, Lancaster, Lancashire, LA1 4XQ You have the right to make a complaint at any time to the Information Commissioner’s Office (ICO), the UK supervisory authority for data protection issues (www.ico.org.uk). We would, however, appreciate the chance to deal with your concerns before you approach the ICO so please contact us in the first instance.

Changes to the privacy notice and your duty to inform us of changes:

The data protection law in the UK changed on 25 May 2018. It is important that the personal data we hold about you is accurate and current. Please keep us informed if your personal data changes during your relationship with us.

Third-party links:

This website may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave our website, we encourage you to read the privacy notice of every website you visit.

4. The data we collect about you

Personal data, or personal information, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (anonymous data).

We may collect, use, store and transfer different kinds of personal data about you which we have grouped together follows:

• Identity Data includes first name, maiden name, last name, username or similar identifier, marital status, title.
• Contact Data includes billing address, delivery address, email address and telephone numbers.
• Financial Data includes bank account and payment card details.
• Transaction Data includes details about payments to and from you and other details of products and services you have purchased from us.
• Technical Data includes internet protocol (IP) address, your login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform and other technology on the devices you use to access this website.
• Profile Data includes your username and password, purchases or orders made by you, your interests, preferences, feedback and survey responses.
• Usage Data includes information about how you use our website, products and services.
• Marketing and Communications Data includes your preferences in receiving marketing from us and our third parties and your communication preferences.

5. How is your personal data collected

We use different methods to collect data from and about you including through:

Direct interactions -You may give us your Identity, Contact and Financial Data by filling in forms or by corresponding with us by post, phone, email or otherwise. This includes personal data you provide when you:

-Apply for our products or services.
-Create an account on our website.
-Subscribe to our service or publications.
-Request marketing to be sent to you.
-Enter a competition, promotion or survey.
-Give us some feedback.

• Automated technologies or interactions – As you interact with our website, we may automatically collect Technical Data about your equipment, browsing actions and patterns. We collect this personal data by using cookies, server logs and other similar technologies. We may also receive Technical Data about you if you visit other websites employing our cookies. Please see our cookie policy for further details.
• Third parties or publicly available sources – We may receive personal data about you from various third parties and public sources as set out below:
  Technical Data from analytics providers such as Google based outside the EU.
  Contact, Financial and Transaction Data from providers of technical, payment and delivery services.
  Identity and Contact Data from data brokers or aggregators.
  Identity and Contact Data from publicly availably sources such as Companies House and the Electoral Register based inside the EU.

6. How we use your personal data

We will only use your personal data when the law allows us to. Most commonly, we will use your personal data in the following circumstances:

• Where we need to perform the contract we are about to enter into or have entered into with you.
• Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests.
• Where we need to comply with a legal or regulatory obligation.

View the table below to find out more about the types of lawful basis that we will rely on to process your personal data.

Generally we do not rely on consent as a legal basis for processing your personal data other than in relation to sending third party direct marketing communications to you via email or text message. You have the right to withdraw consent to marketing at any time by contacting us.

Purposes for which we will use your personal data

We have set out below, in a table format, a description of all the ways we plan to use your personal data, and which of the legal bases we rely on to do so. We have also identified what our legitimate interests are where appropriate.

Note that we may process your personal data for more than one lawful ground depending on the specific purpose for which we are using your data. Please contact us if you need details about the specific legal ground we are relying on to process your personal data where more than one ground has been set out in the table below.

Marketing
We strive to provide you with choices regarding certain personal data uses, particularly around marketing and advertising.

Promotional offers from us
We may use your Identity, Contact, Technical, Usage and Profile Data to form a view on what we think you may want or need, or what may be of interest to you. This is how we decide which products, services and offers may be relevant for you (we call this marketing).

You will receive marketing communications from us if you have requested information from us or purchased goods or services from us or if you provided us with your details when you registered for a promotion and, in each case, you have not opted out of receiving that marketing.

Third-party marketing
We will get your express opt-in consent before we share your personal data with any company outside the Mpirical Limited group of companies for marketing purposes.

Opting out
You can ask us or third parties to stop sending you marketing messages at any time by following the opt-out links on any marketing message sent to you or by contacting us at any time.

Where you opt out of receiving these marketing messages, this will not apply to personal data provided to us as a result of a product/service purchase, warranty registration, product/service experience or other transactions.

Cookies
You can set your browser to refuse all or some browser cookies, or to alert you when websites set or access cookies. If you disable or refuse cookies, please note that some parts of this website may become inaccessible or not function properly. Please see our cookie policy for further details.

Change of purpose
We will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If you wish to get an explanation as to how the processing for the new purpose is compatible with the original purpose, please contact us.

If we need to use your personal data for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.

Please note that we may process your personal data without your knowledge or consent, in compliance with the above rules, where this is required or permitted by law.

7. Disclosures of your personal data

We may have to share your personal data with the parties set out below for the purposes set out in the table in paragraph 4 above.

• Internal Third Parties as set out in the Glossary.
• External Third Parties as set out in the Glossary.
• Third parties to whom we may choose to sell, transfer, or merge parts of our business or our assets.

Alternatively, we may seek to acquire other businesses or merge with them. If a change happens to our business, then the new owners may use your personal data in the same way as set out in this privacy notice.

We require all third parties to respect the security of your personal data and to treat it in accordance with the law. We do not allow our third-party service providers to use your personal data for their own purposes and only permit them to process your personal data for specified purposes and in accordance with our instructions.

8. International transfers

We do not have our external third party processor based out of the European Economic Area (EEA). However, we will transfer your personal data to your employers who may be based outside of the EEA.  Whenever we transfer your personal data out of the EEA, we ensure a similar degree of protection is afforded to it by ensuring at least one of the following safeguards is implemented:

• We will only transfer your personal data to countries that have been deemed to provide an adequate level of protection for personal data by the European Commission. For further details, see European Commission: Adequacy of the protection of personal data in non-EU countries.
• Where we use certain service providers, we may use specific contracts approved by the European Commission which give personal data the same protection it has in Europe. For further details, see European Commission: Model contracts for the transfer of personal data to third countries.
• Where we use providers based in the US, we may transfer data to them if they are part of the Privacy Shield which requires them to provide similar protection to personal data shared between the Europe and the US. For further details, see European Commission: EU-US Privacy Shield.

9. Data security

We have put in place appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality.

We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.

10. Personal data

How long will you use my personal data for?

We will only retain your personal data for as long as necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements.

To determine the appropriate retention period for personal data, we consider the amount, nature, and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal requirements.

By law we have to keep basic information about our customers (including Contact, Identity, Financial and Transaction Data) for six years after they cease being customers for tax purposes.

In some circumstances you can ask us to delete your data: see Request erasure below for further information.

In some circumstances we may anonymise your personal data (so that it can no longer be associated with you) for research or statistical purposes in which case we may use this information indefinitely without further notice to you.

11. Your legal rights

Under certain circumstances, you have rights under data protection laws in relation to your personal data.

You have the right to:

• Request access to your personal data (commonly known as a “data subject access request”). This enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it.
• Request correction of the personal data that we hold about you. This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.
• Request erasure of your personal data. This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request.
• Object to processing of your personal data where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms. You also have the right to object where we are processing your personal data for direct marketing purposes. In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms.
• Request restriction of processing of your personal data. This enables you to ask us to suspend the processing of your personal data in the following scenarios: (a) if you want us to establish the data’s accuracy; (b) where our use of the data is unlawful but you do not want us to erase it; (c) where you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims; or (d) you have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it.
• Request the transfer of your personal data to you or to a third party. We will provide to you, or a third party you have chosen, your personal data in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.
• Withdraw consent at any time where we are relying on consent to process your personal data. However, this will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain products or services to you. We will advise you if this is the case at the time you withdraw your consent.

If you wish to exercise any of the rights set out above, please contact us.

No fee usually required
You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we may refuse to comply with your request in these circumstances.

What we may need from you
We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.

Time limit to respond
We try to respond to all legitimate requests within one month. Occasionally it may take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated.

12. Glossary

Lawful Basis

Legitimate Interest means the interest of our business in conducting and managing our business to enable us to give you the best service/product and the best and most secure experience. We make sure we consider and balance any potential impact on you (both positive and negative) and your rights before we process your personal data for our legitimate interests. We do not use your personal data for activities where our interests are overridden by the impact on you (unless we have your consent or are otherwise required or permitted to by law). You can obtain further information about how we assess our legitimate interests against any potential impact on you in respect of specific activities by contacting us

Performance of Contract means processing your data where it is necessary for the performance of a contract to which you are a party or to take steps at your request before entering into such a contract.

Comply with a legal or regulatory obligation means processing your personal data where it is necessary for compliance with a legal or regulatory obligation that we are subject to.

13. Third Parties

Internal Third Parties
Other companies in the Mpirical Limited Group acting as joint controllers or processors and who are based inside EEA and provide IT and system administration services and undertake leadership reporting.

External Third Parties

• Service providers acting as processors based inside EEA who provide IT and system administration services.
• Professional advisers acting as processors or joint controllers including lawyers, bankers, auditors and insurers based inside EEA who provide consultancy, banking, legal, insurance and accounting services.
• HM Revenue & Customs, regulators and other authorities acting as processors or joint controllers based in the United Kingdom.
• In respect of corporate users of our services, their employer as processors based inside EEA if applicable.

Last updated: 2nd June 2025

Mpirical Limited Cookies Policy explains what cookies are, how we use cookies, how third-parties we may partner with may use cookies on mpirical.com or mpirical-lms.com, your choices regarding cookies and further information about cookies.

What are cookies?

Cookies are small pieces of text sent by your web browser by a website you visit. A cookie file is stored in your web browser and allows the website, app or a third-party to recognize you and make your next visit easier and the service we offer will be more useful to you.

When does mpirical.com or mpirical-lms.com place cookies?

Any browser visiting mpirical.com or mpirical-lms.com will receive cookies from us. We also place cookies in your browser when you visit a non-mpirical.com or non-mpirical-lms.com sites that host our content.

What types of cookies do we use?

We use two types of cookies: persistent cookies and session cookies. A persistent cookie helps us recognize you as an existing user, so it’s easier to return to mpirical.com or mpirical-lms.com or interact with our websites without signing in again. After you sign in, a persistent cookie stays in your browser and will be read by mpirical.com or mpirical-lms.com when you return to one of our websites or a partner site that uses our content. Session cookies only last for as long as the session (usually the current visit to a website or a browser session).

Which mpirical.com or mpirical-lms.com entity is using cookies?

Mpirical Limited will be responsible for your personal data provided to, or collected by or for, our websites.

If you are logged in on mpirical.com or mpirical-lms.com or browsing a third party partner site of mpirical.com or mpirical-lms.com and one of our cookies on your device identifies you, your usage (such as your browsing behaviour) and log data (such as your IP address) will be associated by us with your account. We also use aggregate data from third parties and mpirical.com or mpirical-lms.com activity.

Unless you clear these cookies from your browser, we may use this information to:

• Help website and app owners understand how visitors engage with their sites or apps.
• Detect and defend against fraud and other risks to protect users and partners.
• Improve our Services, apps and other products.
• We do not provide any personal information that we collect to advertisers unless you have given us permission to do so.

What third-party cookies does mpirical.com or mpirical-lms.com use?

Below we list some of the third party cookies on our sites. Please note that the names of cookies, pixels and other technologies may change over time. The use of cookies by our partners, affiliates, service providers, and other third parties is not covered by our Cookie Policy and we do not have access or control over these cookies.

• Google: https://policies.google.com/privacy?hl=en
• Hotjar: https://help.hotjar.com/hc/en-us/articles/115011789248-Hotjar-Cookies
• Vimeo: https://vimeo.com/cookie_policy
• LinkedIn: https://www.linkedin.com/legal/cookie-policy
• Zoho: https://www.zoho.com/privacy.html
• Hubspot: https://legal.hubspot.com/cookie-policy
• Shopify: https://www.shopify.com/uk/legal/cookies
  
  

In addition to our own cookies, we may also use various third-parties cookies to report usage statistics of the website.

Controlling cookies

Most browsers allow you to control cookies through their settings preferences. However, if you limit the ability of websites to set cookies, you may worsen your overall user experience, since it will no longer be personalized to you. It may also stop you from saving customized settings like login information.

What to do if you don’t want cookies to be set or want them to be removed?

If you do not want to receive cookies, you can also change your browser settings on your computer or other device you’re using to access our websites or apps. If you use mpirical.com or mpirical-lms.com without changing your browser settings, we’ll assume that you’re happy to receive all cookies on mpirical.com or mpirical-lms.com websites. Most browsers also provide functionality that lets you review and erase cookies, including mpirical.com or mpirical-lms.com cookies. Please note that the mpirical.com or mpirical-lms.com site will not work properly without cookies.

Other helpful resources

Browser manufacturers provide help pages relating to cookie management in their products. Please see below for more information.

• Google Chrome.
• Internet Explorer.
• Mozilla Firefox.
• Safari (Desktop).
• Safari (Mobile).
• Android Browser.
• Opera.
• Opera Mobile.

For other browsers, please consult the documentation that your browser manufacturer provides.

Sharing with social networks

We have functions on our website that enable you to share content from the website via social media. If you use this function then the social media websites may place a cookie on your computer.

If you use the buttons that allow you to share products and content with your friends via social networks like LinkedIn, these companies may set a cookie on your computer memory. Find out more about these here:

https://www.facebook.com/about/privacy

https://vimeo.com/cookie_policy

https://www.linkedin.com/legal/cookie-policy

Introduction

These Terms and Conditions, as may be amended from time to time, together with any documents, policies, or terms they incorporate by reference (collectively, these “Terms and Conditions”), are entered into by and between you and Mpirical Limited (a Company incorporated in England and Wales with registered number 4393797 and with a registered office at 343 Storey House, White Cross, Lancaster, LA1 4XQ, “we”, or “us”). For purposes of these Terms and Conditions, “you” includes, individually and collectively, you (the user or Customer) and any individual or business user that is visiting, viewing, using, or accessing the Site under your Package.

You acknowledge and agree that by:

• visiting, viewing, using, or accessing the Site;
• clicking “Agree”, “Purchase”, “Submit”, or similar links; or
• signing or confirming a Sales Order or other agreement incorporating these Terms and Conditions,

that you have read, understand, and agree to be bound by these Terms and Conditions, irrespective of whether you are a guest or a registered user of the Site.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, THEN YOU MAY NOT ACCESS OR USE THE SITE. MPIRICAL LIMITED’S ALLOWANCE OF YOUR USE AND ACCESS TO THE SITE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THE TERMS AND CONDITIONS AND TO THE EXCLUSION OF ALL OTHER TERMS.

1. Basis of contract

Any purchase you make from us is subject to these Terms and Conditions.

If you issue any purchase order or written acceptance of a quotation or estimate that we have provided (each an “Order”), that Order constitutes an offer by you to purchase in accordance with these Terms and Conditions.

The Order shall only be deemed to be accepted when we issue written acceptance of the Order or when we start to provide the relevant services to you, at which point and on which date the agreement between us shall come into existence.

These Terms and Conditions apply to the agreement between us, to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

Any quotation or estimate given by us shall not constitute an offer, and is only valid until the expiration date shown in it.

2. Privacy Policy

Your privacy is important to us, and we are committed to protecting your personal information. Any personal information submitted in connection with your use of the Site is subject to our privacy policy (the “Privacy Policy”), which is hereby incorporated by this reference. We will use information about you that we obtain either directly from you or that we obtain by nature of your use of the Site in accordance with our Privacy Policy solely in furtherance of providing you and improving the Site.

3. Site Access and Account Registration

To access the Site, you may be asked to provide certain account information and other details. This account information helps us to create and maintain an account for you, which is necessary for providing you the content, customer service, and network management that comes with the Site; as such, it is a condition of your use of the Site that all account information you provide is correct, current, and complete. We will only use your personal information as set out in our Privacy Policy. You can find our Privacy Policy on our website.

With regard to your username, password, any other piece of information you provide to us as part of our security procedures (collectively, “Account Information”), you agree to treat such Account Information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Account Information is personal to you, and you agree not to provide any other person with access to the Site using your Account Information. You agree to notify us immediately (dpm@mpirical.com) of any unauthorized access to or use of your Account Information or any other breach of security that you become aware of. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your Account Information or other personal information.

Except as provided herein, you may not transfer your Account Information to any other person and you may not use anyone else’s Account Information or account at any time. In cases where you have in breach of these Terms and Conditions nevertheless authorized or registered another person to use your account, or where you have failed to use your best endeavours to safeguard your Account Information as set forth above, you agree you are fully responsible for:

• the acts and omissions of such person accessing the Site with your Account Information;
• controlling the person’s access to and use of the Site; and
• the consequences of any use or misuse by such person. Your Account is personal to you and if you authorise or register another person to use your account then such other person shall have no rights to enforce of the terms in this Terms and Conditions.

4. Courses and Subscription Packages

The scope, features, and price of your access to the Site is determined by the subscription package and account type for which you register, purchase, order, renew, or change into (each, a “Course” or “Package” and collectively your “Plan”) – to review the scope, features, and price associated with Mpirical’s Courses or Packages, please visit www.mpirical.com. Whether such registration, purchase, order, renewal, or change happens through the Site’s checkout or account settings functionalities, through a Free Trial or Pilot, by execution or confirmation of a Sales Order, or with or without the assistance of Mpirical’s sales or support teams (all such methods, collectively, “Checkout”), your use of and access to the Site is expressly conditioned upon timely payment of the applicable License Fee associated with your Course or Package and governed by these Terms and Conditions.

For purposes herein:

• “License Fee” means the Individual License Fee, all forms of the Business License Fee (e.g., Team License Fee, or Enterprise License Fee), as applicable;
• “Payment Method” means the Individual Payment Method or the Business Payment Method, as applicable; and
• “Unlicensed User” means any person who Mpirical has not authorised to access a Course or Package under your Plan, which, in the case of an Individual License (as defined in clause 4.1), shall be any person who is not you and, in the case of a Business License (as defined in clause 4.2), shall be any person who is not a Business User, Course or Package Manager, or otherwise not specifically named as authorised to access the Course or Package.

We reserve the right to increase or decrease any License Fee at any time. Except where exercising our rights under clause 4.3, to the extent you have paid your License Fee in advance, any increase or decrease will not become effective for your Course or Package until the end of your current subscription term or your next renewal.

4.1 Individual License

If you choose or purchase a Course or individual package subscription during Checkout, Mpirical grants you, and you alone, a non-exclusive, non-transferable license (“Individual License”) to use the Site for the subscription term length set forth during Checkout in strict accordance with these Terms and Conditions.

All portions of the Individual License Fee are completely non-refundable. Exceptions for extenuating circumstances may be considered by emailing enquiries@mpirical.com; however, we are in no way required to refund you any portion of the Individual License Fee.

You must use your best endeavours to prevent any Unlicensed User from gaining access to the Site through your Individual License. If you require access for additional users, you should to contact Mpirical in order to discuss an amendment to your Plan.

4.2 Business License

If you choose or purchase a business subscription during Checkout or in a separate sales order (each, a “Sales Order”), which includes any of the Courses, Team Packages or Enterprise Packages, Mpirical grants you a non-exclusive, non-transferable license (“Business License”) to use the Site for the subscription term length set forth during Checkout or a Sales Order in strict accordance with these Terms and Conditions.

The Business License allows a specific number (the “User Limit”) of your employees or affiliate employees to register as Mpirical users (each, a “Business User”) and receive access to the Site by way of your Business License. Each Business User must be designated by the business purchasing the Business License or by such business’s designated Course or Package Manager, after which each Business User will be provisioned unique Account Information to register for an Mpirical account and receive access to use the Site through an individual single-use business subscription (an “Individual Business Subscription”). Each Individual Business Subscription is to be used solely by the respective named Business User and for the internal purposes of the business provisioning the Business License. Each Individual Business Subscription may not be shared amongst Business Users nor may it be shared amongst other employees, affiliate employees, contractors, agents, or other individuals.

Mpirical’s grant of the Business License is expressly conditioned on timely payment of the then-applicable license fee in advance for all Plans on or added to your Business Package in the amount and on the billing frequency set forth during Checkout or in a Sales Order (individually, and collectively, the “Business License Fee”).

If payment is not received within the required time period, we may suspend your access to the Site (including all of your Business Users’ access) until payment is received. In the event we suspend your license because of non-payment, no additional time will be added to the then-applicable Business Term.

The Business License Fee is exclusive of taxes. When processing your Business Payment Method or invoicing, we may include a separate charge for any applicable sales, use, value-added, or excise taxes, and any other similar taxes, duties or charges of any kind, other than taxes on Mpirical’s income, imposed by any governmental body on any amounts payable by you under these Terms and Conditions or any Sales Order. We will remit taxes collected, if any, to the appropriate taxing authority.

You acknowledge and agree that the Plans granted under these Terms and Conditions, via Checkout, and under each Sales Order are specific to the individual Business Users you designate. Except as set forth during Checkout or a Sales Order, the Plans granted under these Terms and Conditions are not transferable to any Unlicensed Users for any reason, and you agree to use your best endeavours to prevent your Business Users from granting access to the Site to any Unlicensed Users. Should you require access for additional Business Users over and above your User Limit you should to contact Mpirical in order to discuss an amendment to your Business License.

4.3 Reconciliation of licensed users

It is essential for Mpricial’s business that you do not share access to your Plan to any Unlicensed Users. You must therefore use your best endeavours to prevent any Unlicensed Users from accessing any Course or Package under your Plan. Any claim from you that the unlicensed usage occurred without your consent or knowledge shall not be considered a defence against this breach of the Terms and Conditions. You understand and agree that Mpirical has the right, per clause 8.3, to monitor use of the Site in order to (but not limited to) prevent unauthorised or unlicensed access to any of its services.

If Mpirical has evidence to suggest that your Individual License has been shared amongst or is being used by Unlicensed Users, then Mpirical may, at its sole discretion:

1. notify you in writing that Mpirical has collected evidence to suggest that you are breaching these Terms and Conditions for the above reason, and specify the number of Unlicensed Users who have accessed the Site through your Individual License; and
2. within 10 business days of this notice raise an invoice (which is due and payable immediately) to reconcile the disparity between the License Fee paid for the Individual License and the number of Unlicensed Users who have accessed the Site without a valid license, with the amount of this invoice being calculated by taking the number of Unlicensed Users multiplied by the License Fee for the respective Individual License.

If Mpirical has collected evidence to suggest that, in respect of a Business License, (i) an Individual Business Subscription has been shared amongst Business Users, multiple employees, affiliate employees, contractors, agents, any other Unlicensed Users; or (ii) you are otherwise not abiding by these Terms and Conditions by either facilitating or failing to prevent a greater number of individuals from accessing the Site than your User Limit permits, then Mpirical may, at its sole discretion, undertake the following steps:

1. notify you in writing that we have evidence to suggest that you are breaching these Terms and Conditions for one or both of the above reasons, and specify the number of users which are accessing the site over the User Limit (the “Unlicensed Users” of a Business License);
2. within 10 business days of this notice raise an invoice (which is due and payable immediately) to reconcile the disparity between the Business License Fee paid for the Business License and the number of Unlicensed Users who accessed the Site without a valid license, with the amount of this invoice being calculated as if the current User Limit were increased proportionately to take into account the Unlicensed Users based on Mpirical’s standard business pricing and not the Business License Fee; and
3. unilaterally increase your Business License Fee and User Limit to reconcile the difference between the Unlicensed Users and User Limit.

The existence or exercise of the rights under this clause 4.3 to not exclude or limit any other rights or remedies which may be exercised by Mpirical under these Terms and Conditions.

5. Proprietary Materials

The Site contains copyrighted materials, trademarks, proprietary and confidential information, and intellectual property of Mpirical (collectively, “Proprietary Materials”), including without limitation source code, video, text, software, photos, graphics, images, music, and sound.

You agree not to modify, publish, transmit, participate in the transfer or sale of, create derivative works of, or in any way exploit, in whole or in part, any Proprietary Materials. Proprietary Materials may only be accessed through the Site, and not by or from any other site or means.

The applicable License granted you by these Terms and Conditions is a right of access through the Site only, and does not grant to you any right to download or store any Proprietary Materials in any medium, other than:

• that downloadable content that may be provided for certain training courses, including exercise files, course slides, and sample code;
• files that are automatically cached by your web browser for display purposes; and
• if we provide desktop, mobile, or other applications for download, a single copy of such application for your computer or mobile device solely for your own, personal use, provided you agree to be bound by an applicable end user license agreement for such application (collectively, the “Authorized Downloadable Materials”). Authorized Downloadable Materials are held by you pursuant to a limited revocable right only, and are subject to all restrictions described herein, including the prohibition on further transfer, sale, creation of derivative works, or exploitation in any manner.

Mpirical reserves all intellectual property rights to the Proprietary Materials, other than as specifically granted under the applicable License granted you under these Terms and Conditions. No posting, copying, transmission, retransmission, distribution, redistribution, publication, republication, decompilation, disassembling, reverse engineering, or otherwise reproducing, storing, transmitting, modifying, or commercially exploiting any Proprietary Materials in any form or by any means, for any purpose, is permitted without our express written permission.

You acknowledge that a breach of any proprietary rights described in these Terms and Conditions may cause us irreparable damage, for which the award of damages would not be adequate compensation. Consequently, you agree that we may institute an action to enjoin you from any and all acts in violation of those provisions, which remedy will be cumulative and not exclusive, and we may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which we may be entitled at law or in equity.

Other trademarks, service marks, and logos used throughout the Site are the trademarks, service marks, or logos of their respective owners.

We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and at our sole discretion, remove or disable access to any materials on the Site that we believe (or are notified) may infringe on the rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement or otherwise infringes on your intellectual property rights, please report it to us promptly.

6. Mobile Devices

If you use a mobile device to access the Site, the following additional terms and conditions (“Mobile Terms”) also apply:

You agree that you are solely responsible for all message and data charges that apply to use of your mobile device to access the Site. All such charges are billed by and payable to your mobile service provider. Please contact your participating mobile service provider for pricing plans, participation status, and details.

You understand that wireless service may not be available in all areas at all times and may be affected by product, software, coverage, or service changes made by your service provider or otherwise. Additional terms and conditions may apply to your use of our mobile applications based on the type of mobile device that you use.

YOUR ACCESS TO OR USE OF THE SITE VIA YOUR MOBILE DEVICE CONFIRMS YOUR AGREEMENT TO THESE TERMS OF USE, INCLUDING BUT NOT LIMITING THESE MOBILE TERMS.

7. User Content and Feedback

The Site from time to time may provide you with the ability to upload, post, submit, publish, or transmit to other users or persons (hereinafter, “post”) via online forums, chat capabilities, user discussion groups, blogs, online profiles, or other online forums (“Interactive Features”).

The Interactive Features are intended to provide you and other users with valuable resources on selected topics. Some, if not most, of the content found on such Interactive Features is provided by third-party users, and not us (such content, “User Content”). The third-party user (including you, if applicable) is solely responsible for the User Content and for complying with applicable laws relating thereto.

All User Content you submit to the Interactive Features (including for inclusion on the Site) or that is otherwise made available to Mpirical will be considered non-confidential and non-proprietary, and by so doing, you hereby grant us and our affiliates and service providers, and each other and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material.

To the extent that you provide any User Content, you represent and warrant that (a) you have all necessary rights, licenses and/or clearances to provide such User Content as provided above, (b) such User Content is accurate and reasonably complete, (c) as between you and Mpirical, you are responsible for the payment of third-party fees, if any, related to the provision and use of such User Content, (d) such User Content does not and will not infringe or misappropriate any third-party rights or constitute a fraudulent statement or misrepresentation or unfair business practices, and (e) you agree to comply with all applicable rules regarding online conduct and acceptable content we may post on the Site or Interactive Features from time to time, including those set forth in this clause 7.

We have the right to:

• remove or refuse to post any User Content or Feedback for any or no reason in our sole discretion;
• take any action with respect to any User Content or Feedback that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content or Feedback violates these Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public, or could create risk or liability for Mpirical;
• disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;
• take appropriate legal action, including without limitation referral to law enforcement for any illegal or unauthorized use of the Site; and
• terminate or suspend your access to all or part of the Site for any violation of these Terms of Use; and

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any User Content, Feedback, or materials on or through the Site. YOU WAIVE AND HOLD HARMLESS US AND OUR AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY US OR ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER US, SUCH PARTIES, OR LAW ENFORCEMENT AUTHORITIES.

Notwithstanding anything to the contrary, we have no obligation to review any User Content, Feedback, or materials before they are posted on the Site, and we cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, and we have no liability or responsibility to anyone for performance or non-performance of the activities described in this Section.

8. “Dos” and “Don’ts”

You acknowledge and agree that the Site contains content and materials that are viewable through online streaming methods and they are not to be downloaded by you (or your Business Users), except under the limited circumstances and for the limited times as permitted by your Plan. In addition, you agree to adhere and abide to the following DOs and DON’Ts.

8.1 DOs (User Obligations). You acknowledge and agree that you (and your Business Users) will:

• Comply with all applicable local or international law or regulations (including without limitation any laws regarding copyright, intellectual property, privacy and personal identity, or the export of data or software to and from the UK or other countries);
• Provide true and accurate information to us and keep it updated;
• Use the Interactive Features in a respectful manner; and
• Exit from your account at the end of each session or use of the Site.

8.2 DON’Ts (Prohibited Conduct). You acknowledge and agree that you (and your Business Users), will not:

• reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, capture, download, save, upload, print, or otherwise transfer or retain information or content available on the Site other than with regard to Authorized Downloadable Materials, subject to the limited permissions set forth herein;
• manually or systematically harvest, scrape, collect or otherwise extract information or data contained on the Site, other than permitted use of Authorized Downloadable Materials or temporary storage of video materials for offline viewing.
• permit or provide others access to the Site using your Account Information or otherwise, or the Account Information of another authorized user;
• impersonate or attempt to impersonate Mpirical, an Mpirical employee, another user, or any other person or entity (including without limitation by using e-mail addresses or Account Information associated with any of the foregoing) or provide incorrect or knowingly false information;
• remove or modify any copyright, trademark, legal notices, or other proprietary notations from the Proprietary Materials or any other content available on the Site;
• violate or attempt to violate the Site’s security mechanisms, attempt to gain unauthorized access to the Site or assist others to do so, or otherwise breach the security of the Site or corrupt the Site in any way;
• co-brand or frame the Site or establish a link in such a way as to suggest any form or association, approval, or endorsement on our part, without the prior express written permission of an authorized representative of Mpirical;
• use any portion of the Site to aid in transmitting, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, or “spam” or any other similar solicitation;
• post to the Interactive Features or any other portion of the Site any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, infringing, defamatory, or libelous content;
• use the Site or its contents (including User Content) to recruit, solicit, or contact in any form other users or potential users for employment or contracting for a business not affiliated with us without the prior express written permission of an authorized representative of Mpirical;
• use or attempt to use the Site to store or transmit software viruses, worms, time bombs, Trojan horses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;
• engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm us or users of the Site or expose them to liability; and/or
• use the Site in any manner that could disable, overburden, damage, or impair the Site, interfere with any other party’s use of the Site (including their ability to engage in real time activities through the Site), or otherwise attempt to interfere with the proper working of the Site.

8.3 Restricted Use of Site

We reserve the right to monitor use of the Site and to suspend, revoke, deny, disable, undertake the reconciliation procedure in clause 4.3, or immediately and without notice terminate your access or the access of any of your Business Users if you or they have violated any provisions of these Terms and Conditions (including the DOs and DON’Ts above) or if your or their usage behaviour exceeds normal limits, as determined in our sole discretion. The term “normal limits” will be determined solely by Mpirical.

9.  Representation, Warranties, and Covenants

Your Representations and Warranties. You represent and warrant that:

• You are (i) 18 years of age or older or an emancipated minor, and (ii) are fully able and competent to form a binding contract with Mpirical by entering into these Terms and Conditions.
• You are solely responsible for all service, telephony, data charges, and other fees and costs associated with your access to and use of the Site, including without limitation maintaining all internet, browser software and extensions, computer hardware, telephone, and other equipment required for such access.
• You and Mpirical each represent, warrant, and covenant that it has the full power and authority to: (i) enter into an agreement subject to these Terms and Conditions; (ii) perform its obligations hereunder, and that its performance hereunder does not conflict with, limit, or be contrary to any other agreement; (iii) and that by so doing, it does not violate any applicable laws or any contractual relationship.

Mpirical Intellectual Property. We represent, warrant, and covenant that: (i) we have and will have all rights, titles, licenses, intellectual property, permissions and approvals necessary in connection with our performance under these Terms and Conditions to grant you the License and rights granted hereunder; and (ii) neither the Site (including the Proprietary Materials), nor the provision or utilization thereof as contemplated under these Terms and Conditions, will infringe, violate, trespass or in any manner contravene or breach or constitute the unauthorized use or misappropriation of any intellectual property of any third party.

Reliance and Functionality. Mpirical does not warrant that the content or functions of the Site will meet your requirements or that the operation of the Site will be uninterrupted or error free. The content and materials presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from or related to any reliance placed on such materials by you, your Business Users, or any other visitor to the Site, or by anyone who may be informed of any of its contents. The Site (including without limitation our blogs and Interactive Features) may include content provided by third parties, including materials provided by other users, bloggers, or third-party licensors, syndicators, aggregators, and reporting services. All statements and opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Mpirical, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Mpirical. We are not responsible or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Availability of Site. You recognize that the traffic of data through the Internet may cause delays during your use of or access to the Site, and accordingly, you agree not to hold us liable for delays that are ordinary in the course of Internet use. You further acknowledge and accept that the Site may not be available on a continual 24-hour basis due to such delays, delays caused by our upgrading, modification, or standard maintenance of the Site, or any other delays outside of our control.

Third-party services, links, SSO, OAuth, etc. If any portion of the Site contains services (e.g., discussion forums), links, resources, or materials provided by third parties, including without limitation URL links, discussion forum engines, single-sign on services (SSO), OAuth resources (e.g., Facebook, GitHub, LinkedIn, etc.), or capabilities to share to social media websites, these are provided for your convenience only. This may include links contained on courses or in advertisements, including banner advertisements and sponsored links on the Site. We have no control over the contents, software, or privacy practices of these third-party services, links, resources, or materials, and accept no responsibility for them or for any loss or damage that may arise from your use of them – if you access or use them, you do so entirely at your own risk and in accordance with the terms and conditions and privacy policies of such third parties.

10. Termination; Cancellation Policy

Mpirical’s Rights of Termination.

You agree that we may deactivate your account and/or terminate this contract if we believe that you have (a) breached these Terms and Conditions; (b) infringed the intellectual property rights of a third party; (c) posted, uploaded or transmitted unauthorized User Content; (d) violated or acted inconsistently with these Terms and Conditions, our Privacy Policy, the Mobile Terms or any other applicable code of conduct (including without limitation facilitating or failing to prevent Unlicensed Users from accessing any Course or Package or by otherwise exceeding your User Limit if applicable). You agree, in the event of any such deactivation or termination for the foregoing reasons, that:

• the termination may be effected without prior notice to you;
• Mpirical will not be liable to you or any third party for any deactivation of your account or termination of your Plan;
• all fees related to your Plan are non-refundable; and
• all unpaid fees are due and payable immediately upon termination.

Business Plan Termination.

For Cause. Either the business purchased the Business Plan or Mpirical may terminate the Business Plan or any Sales Order prior to its expiration if the other party breaches these Terms of Use or a Sales Order and fails to cure said breach within thirty (30) days after receipt of written notice thereof. Except for instances arising from Mpirical’s uncured breach, all fees or charges related to your Business Plan are non-refundable and all unpaid fees are due and payable immediately upon termination.

For Convenience. A Business Plan may be terminated for convenience by sending written notice to Mpirical at least thirty (30) days prior to the expiration of the then-current Business Term; however, in the event of any termination for convenience all portions of the Business License Fee are completely non-refundable. With respect to any Business Term still in effect as of the date of such termination for convenience, and upon your request, your Business Plan will remain active to the end of your then-current Business Term to the extent your Business License Fee has been paid; provided that these Terms and Conditions will continue in effect and govern such Business Term until its expiration or earlier termination for cause. You providing notice to terminate to Mpirical does not exclude or invalidate any rights or remedies Mpirical may have in relation to any breach of these Terms and Conditions (whether or not these remedies have been exercised at the time of your notice to terminate) including without limitation Mpirical’s own right to terminate under this clause 10 or to undertake the Reconciliation Procedure under clause 4.3.

You acknowledge and agree that Mpirical may retain and store your information on Mpirical’s systems for archival purposes in accordance with our Privacy Policy (www.mpirical.com/privacy-policy) notwithstanding any termination or cancellation of your account or Plan.

11. Other important terms

Mpirical may transfer your account to someone else. Mpirical may transfer our rights and obligations under these Terms and Conditions to another organisation.

Each of the paragraphs of these Terms and Conditions operates separately. If any provision or part-provision of these Terms and Conditions 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 agreement.

If Mpirical do not insist immediately that you do anything you are required to do under these Terms and Conditions, or if Mpirical delay in taking steps against you in respect of your breaking these Terms and Conditions, that will not mean that you do not have to do those things and it will not prevent Mpirical taking steps against you at a later date. For example, if you miss a payment but we do not demand payment from you and Mpirical continue to provide the products and services, Mpirical can still require you to make the payment at a later date.

These Terms and Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms and Conditions.

These Terms and Conditions are governed by English law and you can bring legal proceedings in respect of the products in the English courts.

Mpirical is proud to be part of Hexatronic Group AB. We adhere to strict standards of compliance to prevent modern slavery and human trafficking in our businesses. You can read our full statement by clicking here.