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Terms & Conditions
Terms & Conditions of Use
1. Application
- 1.1. The Service Provider’s provision of Services to the Client shall be subject to these Terms and Conditions.
- 1.2. Unless the Service Provider specifically agrees in writing to the contrary, these Terms and Conditions shall govern in the event of any inconsistency with any other Terms and Conditions (whether of the Client or otherwise).
2. The Services
- 2.1. The Service Provider will start offering the Services to the Client as of the Commencement Date in exchange for payment of the Fees in accordance with the Agreement.
- 2.2. The Service Provider will carry out the Services responsibly and responsibly.
- 2.3. To fulfil its responsibilities under the Agreement, the Service Provider shall use all commercially reasonable efforts.
- 2.4. The service provider guarantees that the services will be offered according to the industry’s best practices. The Service Provider’s sole obligation in the event that a significant portion of the Services is not rendered in accordance with this Clause 3 shall be to perform the relevant Services again to the required standard; however, the Service Provider shall not be liable under this Clause 3 if the Client fails to give written notice within 10 Business Days of the original non-performance along with all necessary written details.
- 2.5. The Service Provider is responsible for ensuring compliance with its information security statement, data protection (GDPR) policy (referred to as “Data Protection Policy”), and privacy policy (referred to as “Privacy Policy”), all of which are available online at
https://www.knowledgegate.org.uk/privacy-policy
3. Payment
- 3.1. Unless otherwise specified in writing, all payments made by either Party under the terms of this Agreement shall be made within 30 days of the date of the applicable invoice in UK Sterling (£) and in cleared funds to the bank that the Service Provider may from time to time designate, free from any set-off, withholding, or deduction, with the exception of any taxes that the Client is legally required to deduct or withhold.
- 3.2. The payment deadline must be adhered to. The Service Provider reserves the right to charge the Client interest on any amount due and not paid on the due date on a daily basis at an annual rate equal to the sum of 2 percent and the base rate of Santander from time to time, without prejudice to any rights the Service Provider may have pursuant to any statutory provision in force from time to time. Such interest shall accrue both before and after any judgement and shall be calculated cumulatively on a daily basis.
4. Returns Policy
We are proud to uphold a 14 day returns policy as part of our continued dedication to offering the best customer service available. If you buy training through Knowledge Gate or any other third-party platform and later decide we’re not the best fit for you, you’re entitled to a full refund within 14 days because we think you have the right to change your mind. This policy is subject to fair usage; it will be void if Knowledge Gate determines that the Client attempted to abuse the product before requesting a refund or if one or more staff members have successfully completed a training course.
5. Confidentiality
- 5.1. Except as permitted by clause 5.2 or as authorised in writing by the other Party, the Service Provider and the Client agree to perform the following actions at all times during the period of the Agreement and for five years following its termination::
- 5.1.1. maintain all Confidential Information private.;
- 5.1.2. not share any Confidential Information with any outside Parties.;
- 5.1.3. not use any Confidential IInformation for any reason that isn’t specified in the agreement or these terms and conditions;
- 5.1.4. not to duplicate, record, or otherwise have in your control any Confidential Information; and
- 5.1.5. as appropriate, make sure that none of its directors, officers, employees, contractors, agents, or advisers takes any action that, if taken by that Party, would constitute a violation of the terms of clauses 5.1.1 to 5.1.4 of the Terms & Conditions of Use.
- 5.2. Subject to sub-Clause 5.3, either Party may disclose any Confidential Information to:
- 5.2.1. any of their group companies, suppliers, or subcontractors
- 5.2.2. any governmental entity, as well as any other regulating organisation; or
- 5.2.3. any of their personnel, officials, or representatives, or those of any Party mentioned in clauses 5.2.1 or 5.2.2;
- 5.3. Only information that is required for the purposes specified by these Terms and Conditions and the Agreement may be disclosed under sub-Clause 5.2, or information that is required by law, provided that the recipients are aware of the confidentiality obligations and (subject to any overriding requirement existing under statute) agree to maintain the confidentiality of the information and to use it only for those purposes. Unless it would be reasonable to assume that the information is confidential by the nature of the information, the disclosing Party must always notify the receiver that the information is confidential.
- 5.4. Any confidential information that is or becomes public knowledge without the receiving Party’s fault may be used by either Party for any purpose or disclosed to any other Party.
- 5.5. The receiving Party should ensure that it does not disclose any portion of the Confidential Information that is not generally known while using or disclosing Confidential Information under sub-Clause
- 5.6. Regardless of the basis for the termination of the Agreement, the provisions of this Clause 5 shall remain in effect as written.
- 5.7. The obligations of the Parties under the Data Protection (GDPR) Policy and Privacy Policy are not negated by this Clause 5.
6. Variation and Amendments
- 6.1. Any changes to the Schedule that the Client would like to make must be communicated in writing to the Service Provider as soon as practicable. The Service Provider will make an effort to make any necessary adjustments, and any additional charges will be discussed in writing with the Client prior to any changes being made.
- 6.2. In the event that the arrangements pertaining to the supply of the Services must change owing to factors without of the Service Provider’s control, the Service Provider shall give the Client prompt notice of such change. In order to provide the Client with arrangements that are as similar to the original as is reasonably achievable given the circumstances, the Service Provider shall make every effort to limit such changes.
7. Termination
- 7.1. Any Party may end the Agreement by providing the other Party with written notice if:
- 7.1.1. If a sum due to that Party from the other Party under any provision of the Agreement is not paid within 30 days of the due date for payment and is not the subject of a real and fairly reported dispute;
- 7.1.2. the other Party violates any other term of the Agreement and, if the violation is remediable, fails to take corrective action within 14 days of receiving written notice detailing the violation and requiring remediation;
- 7.1.3. any of the other Party’s property or assets are taken into custody by an encumbrancer, or in the case of a company, a receiver is appointed;
- 7.1.4. if the other Party, a company, enters into a voluntary agreement with its creditors or is subject to an administration order (within the meaning of the Insolvency Act 1986);
- 7.1.5. the other Party files for bankruptcy or, if a company, enters into liquidation, whether they be an individual or business (except for the purposes of bona fide amalgamation or reconstruction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under this Agreement);
- 7.1.6. In reference to the other Party, anything similar to any of the aforementioned that is permitted by law in any jurisdiction;
- 7.1.7. the other Party stops conducting business, or threatens to do so;
- 7.1.8. any person or linked individuals who did not control the other Party on the date of the Agreement gain control of that other Party. “Control” and “related individuals” shall have the definitions attributed to them in Sections 1124 and 1122 of the Corporation Tax Act of 2010, respectively, for the purposes of this clause 7.
- 7.2. For the purposes of subclause 7.1.2, a breach shall be deemed remediable if the Party in breach is able to fully comply with the relevant requirement.
- 7.3. Without limiting any other rights the Service Provider may have, whether at law or otherwise, in the event of termination under sub-Clause 7.1, the Service Provider shall retain such sums due and already paid to it by the Client on a pro rata basis for the services provided up to the date of termination (other than due to a default or event affecting the Client under 7.1 in which case the Service Provider shall be entitled to retain all such pre-paid fees).
- 7.4. If the Client has acquired a term licence, termination is subject to a minimum of 30 days’ written notice. If the term licence is ended before the agreed-upon end date (as shown in the Schedule, order confirmation, or any renewal), the Client is not entitled to a refund, and the Client has unpaid credits.
- 7.5. The rights, obligations, and liabilities that any Party accumulated previous to the Agreement’s termination are unaffected by its termination. The Agreement’s clauses that expressly or implicitly apply after termination will still be enforceable after termination or expiration.
8. Limitation of Liability
- 8.1. The following clauses outline the Parties’ total financial responsibility (including any responsibility for the actions or inactions of their employees, agents, or subcontractors) with respect to:
- 8.1.1. any violation of the Agreement, including these Terms and Conditions, and any resulting indemnification;
- 8.1.2. any representation, misrepresentation, statement, or tortious act or omission (including without limitation negligence) originating under or in connection with the Terms and Conditions, whether innocent or negligent.
- 8.2. To the fullest extent permitted by law, all warranties, conditions, and other terms implied by legislation, common law, or otherwise are excluded from these Terms and Conditions save as expressly and specifically stipulated in these Terms and Conditions.
- 8.3. Nothing in these Terms and Conditions limits any Party’s liability:
- 8.3.1. for wrongful death or physical injury brought on by a Party; or
- 8.3.2. for deception or fraud, respectively.
- 8.4. Aside from any obligations under Clause, 8.3, the Parties shall not in any circumstances be liable, whether in tort (including for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:
- 8.4.1. loss of profits; or
- 8.4.2. loss of business; or
- 8.4.3. depletion of goodwill or similar losses; or
- 8.4.4. loss of anticipated savings; or
- 8.4.5. loss of goods; or 8.4.6. loss of use; or
- 8.4.7. loss or corruption of data or information; or
- 8.4.8. any specific, indirect, consequential, or purely financial loss, expense, cost, harm, or cost.
- 8.5. The Client acknowledges that the output of the Services will not necessarily enable the Client to comply with applicable law, including intellectual property laws, as legal compliance depends on numerous other factors that are the Client’s responsibility and control. The Service Provider makes no representations in this regard. As a result, the Service Provider will not be liable to the Client for any failure by the Client, its employees, agents, or contractors to comply with applicable law, save for any breach of an express obligation in this Agreement by the Service Provider for which the Service Provider is held liable as being in 8 of 18 Terms & Conditions of Use breach of contract.
- 8.6. Other than in relation to any liability under Clause 8.3, Each Party’s total aggregate liability in contract, tort (including, without limitation, negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution, or otherwise, arising in connection with the performance or contemplated performance of these Terms and Conditions shall, in no event, exceed one-quarter (25%) of the amount actually paid by the Client to the Service Provider under this Agreement in the 12 months prior to the claim or cause of action giving rise to such liability.
9. Intellectual Property Rights
- 9.1. All Intellectual Property Rights in and to the Services belong to the Service Provider and/or its licensors, unless the parties have otherwise agreed.
- 9.2. To help the Service Provider maintain the validity and enforceability of the Service Provider’s intellectual property rights during the length of this Agreement, the Client shall, at the expense of the Service Provider, take all reasonable efforts that the Service Provider may reasonably request.
- 9.3. The Client shall not do or authorise any third party to do any act that would or might invalidate or be inconsistent with any Intellectual Property Rights of the Service Provider and shall not omit or authorise any third party to omit any act that, by its omission, would have that effect or character, without prejudice to the right of the Client or any third party to challenge the validity of any Intellectual Property Rights of the Service Provider.
- 9.4. Regarding the validity or enforcement of the intellectual property rights in the service provider services and the trade marks, the service provider makes no representations or warranties.
- 9.5. The Client shall not:
- 9.5.1. copy the Service Provider’s Services or any part of any of them;
- 9.5.2. modify, adapt, develop, create any derivative work, reverse engineer, decompile, disassemble or carry out any act otherwise restricted by copyright or other Intellectual Property Rights in the Service Provider’s Services. The Client is granted no rights under this Agreement except as expressly stated and the Service Provider expressly reserves all Intellectual Property Rights and its other rights in and to the Service Provider’s Services.
- 9.6. The Client shall ensure that use of any of the Trade Marks shall be in the style and form available from the Service Provider on request and shall be used in a manner approved from time to time by the Service Provider and accompanied by an acknowledgement in a form approved by the Service Provider.
- 9.7. The Client shall not:
- 9.7.1. use any of the Trade Marks in any way which might prejudice their distinctiveness or validity or the goodwill of the Service Provider therein;
- 9.7.2. use in relation to the Service Provider Services any trade marks other than the Trade Marks without obtaining the prior written consent of the Service Provider;
- 9.7.3. use any trademarks or trade names so resembling any trademark or trade names of the Service Provider as to be likely to cause confusion or deception. or
- 9.7.4. use or display any accrediting body marks that may be used by a Client who has utilised a Service Provider Product without the express permission of Service Provider in writing. Client agrees to indemnify the Service Provider on a defend and settle basis against any and all direct losses suffered by Service Provider through any misuse by Client utilising an accrediting body mark in contravention to this Clause.
- 9.8. Other than the licences expressly granted under this Agreement, neither Party grants any licence of, right in or makes any assignment of any of its Intellectual Property Rights. In particular, except as expressly provided in this Agreement, the Client shall have no rights in respect of any trade names or trademarks used by the Service Provider in relation to the Service Provider Services or their associated goodwill, and the Client hereby acknowledges that all such rights and goodwill shall inure for the benefit of and are (and shall remain) vested in, the Service Provider provided that this Clause shall not apply in relation to the use by the Service 10 Terms & Conditions of Use Provider of the Client’s logo or branding which the Client permits the Service Provider to use to personalise the Services solely for the Client..
- 9.9. At the reasonable request of the Service Provider, the Client shall do or procure to be done (at the Service Provider’s cost), all such further acts and things (including the execution of documents) as the Service Provider shall reasonably require to give the Service Provider the full benefit of this Agreement.
- 9.10. The Client shall as soon as reasonably possible give notice in writing to Service Provider in the event that it becomes aware of:
- 9.10.1. any infringement or suspected infringement of the Trade Marks or any other Intellectual Property Rights in or relating to the Services; and
- 9.10.2. any claim that the receipt of the Services by the Client, whether or not under the Trade Marks, infringes the rights of any third Party.
- 9.11. In the case of any matter falling within Clause 9.10.1:
- 9.11.1. the Service Provider shall, in its absolute discretion, determine what action if any shall be taken in respect of the matter; and
- 9.11.2. the Service Provider shall have sole control over and shall conduct any consequent action as it shall deem necessary; and the Service Provider shall pay all costs in connection with that action and shall be entitled to all damages and other sums which may be paid or awarded as a result of any such action;
- 9.12. In the case of any matter falling within Clause 9.10.2:
- 9.12.1. the Service Provider shall defend or settle on behalf of the Client, its officers, directors and employees against any claims that the marketing, advertising or distribution of the Services in accordance with this Agreement infringes any Intellectual Property Right and shall defend the Client for and against any direct damages, losses, costs and expenses (including reasonable legal costs and expenses awarded against the Client in judgment or settlement of such claims, provided that: (i) the Service Provider is given such notice of such claim as is reasonable in the circumstances; (ii) the Client provides reasonable co-operation to the Service Provider in the defence and settlement of such claim, at the Service Provider’s expense; and the Service Provider is given sole authority to defend or settle the claim. 11 of 18 Terms & Conditions of Use
- 9.12.2. In the defence or settlement of the claim, the Service Provider may obtain for the Client the right to continue using Services in the manner contemplated by this Agreement, replace or modify the Services so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement forthwith by notice in writing and without liability to the Client other than for a refund of any Fees paid in advance for Services which the Client has been unable to receive. For the avoidance of doubt, nothing in this Clause 10.12 shall negate the Client’s obligation to mitigate its costs. The Service Provider shall not in any circumstances have any liability if the alleged infringement is based on: (i) a modification of the Services by anyone other than the Service Provider; or (ii) the Client’s marketing, advertising, distribution or use of the Services in a manner contrary to the instructions given to the Client by the Service Provider; or (iii) the Client’s marketing, advertising, distribution or use of the Services after notice of the alleged or actual infringement from the Service Provider or any appropriate authority; or (iv) use or combination of the Services with any other product in circumstances where, but for such combination, no infringement would have occurred. and
- 9.12.3. The foregoing states the Client’s sole and exclusive rights and remedies, and the Service Provider’s entire obligations and liability, in the case of any matter falling underClause 9.10.2.
- 9.13. Each Party shall, at the request and expense of the other, provide all reasonable assistance to the other (including, but not limited to, the use of its name in, or being joined as a Party to, proceedings) in connection with any action to be taken by the other Party, provided that that Party is given such indemnity as it may reasonably require against any damage to its name.
10. Course Exchange
- 10.1. You can exchange your course once if you haven’t taken any certificate for your course. Once you have exchanged the course, you can’t exchange it again.
11. Technical Support
- 11.1. If the Client experience problems in deploying the Service Provider’s web based application the Service Provider will work with the Client to resolve the problem in accordance with the SLA. This includes, within normal business hours, telephone and email support, support via a remote desktop session and liaison with the Client’s IT department/provider as the Service Provider deem necessary.
- 11.2. The Service Provider cannot continue to offer all-inclusive technical support if it is determined that the configuration of the Client’s computer or IT infrastructure is negatively affecting the performance of the Service Provider’s application (for instance, the Client may use an unsupported device/browser, a thin client, have a proxy or firewall that is preventing access to programme resources).
- 11.3. In this case, the service provider may refer the Client to a suggested IT support partner (hourly rates available upon request), who will be able to assist the Client in resolving any system-related problems. As an alternative, the Client can seek advice from its own IT support partner.
- 11.4. Some requests might be reviewed by a community expert outside the organisation in order to improve the learning experience for the clients. Don’t divulge any private details, please.