YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF SECTION 5.6 (MINIMUM REQUIREMENTS) AND SECTION 15 (OUR RESPONSIBILITY FOR LOSS OR DAMAGE).

What these terms cover.

These Terms and Conditions (“Terms”) apply to your use of our website (https://www.howtopassfd2.com) (“Site”) and/or your purchase and/or use of any aspect of our How To Pass FD2 Training Programme and the associated services we offer in connection with that programme, as such services are more fully described on the Site from time to time, including on the FAQs page (collectively, “the Services”). Some of the packages available within the Services are limited in number and are subject to availability. No priority is given, and bookings are allocated on a first-come-first-served basis.

Why you should read them?

Please read these Terms carefully before you submit your order to us. These Terms tell you who we are, how we will provide the Services to you, how you and we may change or end the contract, what to do if there is a problem and other important information.

Are you a business customer or a consumer?

These Terms apply to consumers only and do not apply to business clients purchasing the Services on behalf of their employees and consultants (for which please refer to our separate Terms and Conditions here).

You must agree to these Terms to make a purchase.

When purchasing the Services, you will be required to read, accept, and agree to comply with and be bound by these Terms. If you do not, you will not be able to order the Services.

1. Information about us and contact details

1.1 Who we are. Our Site and the Services are operated and provided by Russell Innovations Limited, a company registered in England and Wales under number 13908842 whose registered office is at 7 St John Street, Mansfield, Nottinghamshire, United Kingdom, NG18 1QH (“we /us/our”).

1.2 How to contact us. If you need to contact us, please email us at [email protected].

1.3 How we may contact you. If we need to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us when you registered with us.

1.4 “Writing” includes emails. When we use the words “writing” or “written” in these Terms, this includes emails.

2. Our Privacy Policy, Cookie Policy and our Community Guidelines also apply to you when you use the Services

2.1 How we will use your personal information and what other policies apply. Our Privacy Policy explains how we will use and protect any personal information which we collect from you through use of the Services. Note that we may share your email address with others who have purchased the Services, solely for the purposes of communicating with you by email in connection with our provision of the Services. By signing up for the Services you agree to this and you agree not to use those third party email addresses for any purpose (including marketing) other than communicating with other Users of the Services to the extent necessary and again solely in connection with use of the Services. Our Cookie Policy explains how our Site uses cookies. Our Community Guidelines (see section 8.3(d)) explain the standards which apply if you participate in any sessions facilitated by us and they also apply to any written comments or materials which you share with us and with other users of the Services. These separate policies and guidelines are hereby incorporated into these Terms by reference and are binding on you.

3. Our contract with you

3.1 You may need an account. If you wish to purchase our Services you may need to register with us and set up an account. Our Site will guide you through the process of setting up an account and making a purchase. We only offer the Services for use in the United Kingdom to individuals residing in the UK. You may only open an account with a residential address in the UK. In the event that you reside outside the UK and wish to discuss other possible sign-up options, please email us at [email protected].

3.2 How we will accept your order. By placing an order with us through our Site or over the phone or by email to access the Services, you are confirming to us that you agree to be bound by these Terms and have the legal capacity and authority to enter into these Terms. No part of the Site constitutes a contractual offer capable of acceptance.  Your order constitutes a contractual offer that we may, at our sole discretion, accept. Any acknowledgement of receipt of your order does not mean that we have accepted it. Our acceptance of your order to use the Services will take place when we email you to accept it (“Order Confirmation Email”), at which point a contract for your use of the Services (subject to these Terms and any details set out in the Order Confirmation Email), will come into existence between you and us (“Contract”).

3.3 If we cannot accept your order. If we are unable to accept your order, we will inform you of this by email and will not charge you for access to the Services.

3.4 Changes to the course content. You understand that the course content comprised in the Services may change from time to time and that it is your responsibility to check its description on our Site prior to purchase, as well as the FAQs page on our Site that has practical information about the Services (as such information may change and be updated from time to time). Where we provide you with the name of any teacher(s) or tutor(s) delivering the Services on our behalf and interacting with you online during any training session, we may, if we decide in our discretion, at any time and without notice substitute any other individual(s) who is(are) suitably qualified and experienced. For the avoidance of doubt, the patent attorney delivering the Services will not necessarily be Iain Russell but may be (or be supported by) other qualified patent attorneys.

3.5 When we will provide the Services/content. When we refer to the Services in these Terms, we mean the services outlined in the course content set out on our Site at the time of your purchase and as confirmed in your Order Confirmation Email. The relevant parts of the Services will be available when stated in the information that we provide about it before you place your order, either (a) if it is a livestream item, the time and date when it is scheduled to be available and to start; or (b) if it is a pre-recorded or other non-livestreamed or downloadable item, this will be available upon our receipt of any fees due from you, unless stated otherwise or unless those items are to be made available later in the programme (such presentation slides sent following a Zoom session). When you place an order, you will be required to expressly acknowledge that the Services/course content will be made available to access in line with the with the learning programme outlined on the Site. You will also be required to expressly acknowledge that by accessing (e.g. downloading or streaming) any such content, you will lose your legal right to cancel if you change your mind (the “cooling-off period”).

3.6 These Terms apply regardless of the basis on which you pay. You agree that the Contract governs your use of the Services regardless of whether usage is on a paid-for, discounted or free trial basis and in using the Services you agree to be bound by these Terms.

3.7 You must compensate us if you break the contract. You will defend, indemnify and hold us harmless against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising from or in relation to any breach by you of these Terms or the Contract.

4. You must keep your login details secure and not share them

4.1 You must supply accurate information on sign up. You must ensure that all information which you provide to us in relation to creating an account (“login details”) is accurate and promptly let us know if any updates or changes are required.

4.2 Login details are confidential and must not be shared. Login details are confidential, and you must keep them safe. Login details must not be shared with anyone else and if you suspect or know that someone else knows or has access to your login details you must notify us promptly at [email protected]. You are fully responsible for maintaining the confidentiality of your login details and for all activities that occur under your password or account. We will not be liable for any unauthorised use of your account.

4.3 Our right to suspend access to your account. We may disable your login details, at any time, if we have reason to believe you have failed to comply with any of the provisions of the Contract.

4.4 Our right to make changes to the services and content. We reserve the right to restrict or change access to different areas of the Services or particular content, at our absolute discretion (provided the benefit you receive from the Contract is not materially affected). Where any updates are made to the course content, that content will continue to match our description of it as provided to you before you purchased the Services. Please note that this does not prevent us from enhancing the course content, thereby going beyond the original description.

5. Our services and your commitments and minimum requirements

5.1 Service delivery. We will provide the Services with reasonable care and skill and use reasonable endeavours to supply the Services in accordance with the Contract in all material respects.

5.2 Timings are not guaranteed. We will use our reasonable endeavours to perform in line with any delivery timescales, but a failure to meet the timescales will not entitle you to terminate the Contract. We shall use reasonable endeavours to meet any specified training dates, but any such dates will not necessarily be guaranteed and may be subject to alteration on notice.

5.3 Reasons we may suspend the supply to you and your rights following suspension. We may have to suspend the supply of the Services to: (a) deal with technical problems or make minor technical changes; (b) update the Services to reflect changes in relevant laws and regulatory requirements. If we need to suspend availability of the Services, we will inform you in advance of the suspension and explain why it is necessary (unless we need to suspend availability for urgent or emergency reasons, in which case we will inform you as soon as reasonably possible after suspension). If the suspension lasts (or we tell you that it is going to last) for more than 20 working days, you may end the Contract as described below in section 14.3.

5.4 Your obligations during the contract. You will:

(a) co-operate with us in all matters relating to the Services (including but not limited to providing any past FD2 exam papers in accordance with any time limits communicated to you in advance of the associated feedback session – if past papers are not provided by the specified date then we cannot guarantee that you will receive individual feedback and/or any feedback provided may be less comprehensive);

(b) provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects.

5.5 You are expected to attend any training promptly. You are expected to be ready for any teaching session at least 5 minutes before the scheduled start time to ensure that you are ready to start on time. If you are late for any live session or choose not to access or make any permitted use of some or all of the learning resources associated with that session or, for any reason not attributable to us you are unable to do so, you will not be entitled to any refund. (Note that all live Zoom sessions are recorded and may be watched after the event at a time that is convenient to you.)

5.6 You must only sign up to access and use the Services if you are eligible to sit the FD2 exam in the year during which you sign up for the Services.

6. Availability and performance standards

6.1 Our responsibility for delays and limitations. Subject to the remainder of these Terms, we do not guarantee that the Services, or any content connected with it, will always be available or be uninterrupted or error-free or that the information obtained through the Services will meet your requirements. We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications

6.2 Our rights to suspend or withdraw the services. Subject to section 14.3, we reserve the right at any time and without notice to suspend or withdraw or restrict the availability of all or any part of the Services or to prohibit access to them. These changes will not alter the main characteristics of the Services and should not normally affect your use of those services. However, if any change is made that would affect such use, suitable information will be provided.

6.3 Results-based disclaimer. Whilst we will use our reasonable endeavours to provide appropriate advice and information using reasonable care and skill, results will differ from student to student depending on various factors, including, without limitation, any homework adequately attempted or completed, your attitude, aptitude, previous experience and existing familiarity with the subject area. You assume sole responsibility for results obtained from the use of the Services. Satisfactory progress cannot be guaranteed, and we make no warranty or representation that any particular result will be brought about (including passing any examination) as a result of use of, or participation in, the Services. In particular, carrying out any such homework assignments as we might advise or prescribe is a prerequisite of making satisfactory progress.

6.4 Our responsibility for content and materials. Although we make reasonable efforts to update the information contained in any of the Services, content and materials, to the fullest extent permitted by law, we make no representations, warranties or guarantees, whether express or implied, that the content or materials is accurate, complete or up to date.

7. Intellectual Property Rights

7.1 Our rights in our services and materials. We are the owner, or authorised licensee, of all intellectual property rights in the Services (other than any materials which you provide to us) and all related content and materials, including in any and all sessions of consultation, advice, guidance, or information, and any feedback, resources or other information related thereto which we offer or comprises any content made available by us in relation to the Services.

7.2 Our licence to you. When you purchase the Services, we grant you, or shall procure the direct grant to you of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to access and use the materials and content which we share with you when delivering the Services for the purpose of receiving and using the Services to support your study for the FD2 exam and for no other purpose. You may not sub-license, assign or otherwise transfer the rights granted in this section. The licence granted does not give you any rights in the Services or related content and materials.

7.3 Licence restrictions. You may not copy, rent, sell, publish, republish, share, broadcast or otherwise transmit the Services or related content and materials (or any part of it) or make it available to the public except as may be permitted by any applicable law.

7.4 Your licence to us to use your user-generated content. You grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials (including any user-generated content, see section 8) which you provide to us for the term of the Contract for the purpose of providing the Services. With your prior consent, we may also publish any materials which you share with us in order to promote the Services to third parties and/or to improve or develop the Services.   

8. Training groups and User-generated content

8.1 Our training group offerings. We may offer users of the Services the ability to upload or share information and materials through facilitated group sessions online, including through interactive Zoom sessions (“Training Groups”).

8.2 Technological requirements. You understand that where a Training Group is hosted through the Zoom cloud-based web conferencing platform that you will be responsible for signing up to any necessary accounts with that third-party (at your cost, if any) and for complying with any applicable terms and conditions relating to use of such third-party site or service. We will have no responsibility or liability to you in any respect in relation to any third-party platform provider. It will be your sole responsibility to ensure that you have access to, and familiarity with all necessary technology in order to receive and participate in any Training Groups. This may include installing any necessary technology, stable and reliable internet access with adequate speed, and a functioning microphone, camera and screen/document sharing facility. We shall not be responsible for your inability to access the Services due to technical problems.

8.3 Your responsibilities in relation to Training Group sessions. In relation to your participation in a Training Group, you:

(a) Acknowledge and accept that your participation in such Training Group will be identifiable by other Training Group users (e.g., users cannot participate on an anonymous basis) and that any information which you choose to share with the Training Group will be available to us and to other Training Group users and there is a risk that other users may see and hear not only you but also your space and its surroundings and other people in or near that space and its surroundings when participating in the session;

(b) Will ensure you have a suitable space to use when participating in any Training Group in order to protect your privacy and that of others in or near that space where other users have access to the session;

(c) Acknowledge and accept that there are potential risks in transmitting information over technology that include, but are not limited to, breaches of confidentiality and the theft of personal information and we cannot ensure privacy or confidentiality due to the nature of Training Groups involving other students as well; and

(d) Shall act lawfully, fairly, and never fraudulently, dishonestly or for any purpose that is intended to harm any person in any way; not knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind; and not access, store, distribute or transmit any viruses, or any material during the course of use of the Services that is obscene, sexually explicit, deliberately offensive, hateful, or otherwise inflammatory, promotes violence or promotes or assists in any form of unlawful activity, discriminates against or is in any way defamatory of any person, is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person, is calculated or is otherwise likely to deceive, is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy or otherwise uses their personal data in a way that is not authorised, that misleadingly impersonates any person or otherwise misrepresents your identity or affiliation with them, infringes or assists in the infringement of the intellectual property rights of any other party, or is in breach of any legal duty owed to a third party (including, but not limited to, contractual duties and duties of confidence). You further acknowledge and agree that the content and information we publish and transmit as part of the Services are for informational and educational purposes only and you will not use the Services or the Training Groups for the purposes of selling goods or services or for spam, advertisements, product promotion or recruitment (our “Community Guidelines”).

8.4 Responsibility for your user-generated content. You warrant that any such contribution you may make to a Training Group will comply with our Community Guidelines and these Terms, and you will be liable to us and indemnify us for any loss suffered in connection with breach of that warranty (you will be responsible for any loss or damage we suffer as a result of your breach of warranty).

8.5 User-generated content is non-confidential and training groups may be recorded. Any content you upload or share when engaging in a Training Group will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content – see section 8.4, above. To the extent reasonably necessary or appropriate to effect or support the licence granted by you under section 8.4, you hereby waive and agree to waive (or if not waivable, agree not to assert) any rights of privacy or publicity, or any moral rights or other similar rights, with respect to your content. We may, at our discretion, record any Training Group and make such recordings available to users for their convenience and personal use. You must not record any part of any session except as may be agreed by us in writing in advance.

8.6 When we may disclose your identity to third parties. We have the right to disclose your identity to any third party who is claiming that any content posted, uploaded or shared by you when engaging with a Training Group constitutes a violation of their intellectual property rights, or of their right to privacy.

8.7 When we may remove your posts. We have the right to remove any posting you make when you engage with a Training Group if, in our opinion, the post does not comply with the standards set out in our Community Guidelines.

8.8 Responsibility for content backup. You are solely responsible for securing and backing up your content.

8.9 Third party information, materials and views are not our own. You acknowledge and accept that any information or materials shared through a Training Group by anyone other than us has not been verified or approved by us. The views expressed by other users in a Training Group do not necessarily represent our views or values.

8.10 Behavioural standards. If you do not comply with our Community Guidelines or if your conduct is in our reasonable opinion otherwise unacceptable, or is or may be harmful to our reputation, or if it amounts to breach of these Terms, we may exclude you from participating in any or all of our Training Group sessions or programs. If we do this, no refunds will be due to you for any session started but not completed due to such expulsion. We also reserve the right to suspend or terminate your access to the Site and to cancel any orders you have made (subject to refunding any monies owed for Services not yet received or accessed) if you materially breach the provisions of this section 8.10 or any of the other provisions of these Terms.

8.11 How to contact us with any concerns. If you have a concern or a complaint about content uploaded by another user, please contact us at [email protected].

9. Price & payment

9.1 Where to find the price. Prices for access to and use of the Services are stated on our Site at the time you place your order and our Order Confirmation Email will state the price which you have paid (or which you will pay upon receipt of an invoice). Prices are determined by the various tiered packages we offer, each of which gives access to different benefits and key features (as advertised on our Site). All prices are inclusive of any applicable VAT.

9.2 We may change our prices. We may from time to time change our prices and add or remove any discounts and special offers advertised on the Site. Changes in price will not affect any purchase that you have already made but will apply to any subsequent purchase.

9.3 When you must pay and how you must pay. Payment for orders must always be made in advance in full, unless we agree otherwise. Payment must be made via Stripe or WooCommerce unless otherwise agreed with us in advance. By placing an order for the Services, you authorise us and/or our third-party payment providers to take payment and/or charge your payment card for the relevant amount at the relevant time. All payments are independently processed through third-party services, and we do not collect or process any payment information (e.g. credit card details).

9.4 What happens if you do not use our online payment system. If you are not able to use our online payment system, please notify us and we will send you an invoice for the fees for the Services. You must pay this invoice in full within seven (7) days of the date of the invoice.

9.5 We may charge interest and suspend supply if you do not pay. If you fail to pay us in full on time, and without prejudice to any other rights or remedies which we may have:

(a) You shall pay us interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this section will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and

(b) We may suspend your access to all or part of the Services until payment is made in full. If you do not make payment within 7 days of our reminder, we may cancel the Contract. Any outstanding sums due to us will remain due and payable.

9.6 For the avoidance of doubt, in the event that you find out part-way through the course that you have obtained an exemption from the FD2 exam (for example due to you having passed a corresponding Paper A), you would not be eligible for a refund.

10. Confidentiality

10.1 We will treat each other’s information as confidential. Each party undertakes that it shall not at any time during the Contract and for a period of five years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, or any information and materials disclosed in connection with the Contract (including but not limited to the course materials), except as permitted by section 2.

10.2 Caveats to confidentiality. Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this section 2; and

(h) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3 Confidential information may only be used for the contemplated purpose. Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

11. You must not use the Services to compete with us

11.1 Purpose for which our materials and content may be used. You will not use any of the materials or content which we make available to you in connection with the Services for any purpose other than to support your study for the FD2 exam.

11.2 You must not use our materials and content to compete with us. You warrant that you will not use any of the materials or content which we make available to you in connection with the Services to provide or perform a service which creates a functional substitute to or is in anyway similar to or in competition with the Services.

11.3 You will compensate us if you don’t comply with this section. You will indemnify us in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with any breach by you of the terms of this section

12. No reliance on information & links to third party sites

12.1 Reliance on the information we provide. The Services, content and the content displayed on our Site is provided for general information only to support candidates for the FD2 exam. It is not intended to amount to advice on which you should rely for any other purpose.

12.2 Accessing third party websites and content. Where our content and materials contain links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked platforms, their products or services, or the accuracy of information you may obtain from them.

12.3 You access third party resources at your own risk. We have no control over the contents of those third-party sites or resources and they are subject to their own terms and conditions and privacy policies.

12.4 We are not responsible for third party training materials/courses. You acknowledge and agree that we are not responsible or liable, directly or indirectly, for any damage, loss or cost caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on such linked platforms. Your use of such platforms is at your sole risk.

12.5 Other platforms may set cookies. If you choose to access external platforms using links provided by us, these platforms may set a cookie. We do not have any control over the use of such cookies, and you should refer to the terms and conditions of use and cookie policy of the particular third-party platform for further information.

13. Viruses

13.1 Virus-related disclaimer. We do not guarantee that the Services (including but not limited to the Site, learning resources, and materials) will be secure or free from bugs or viruses.

13.2 Site access and software protection is your responsibility. You are responsible for configuring your information technology, computer programmes and platform to access the Site and the Services. You should use your own virus protection software.

13.3 You must not introduce harmful content. You must not misuse the Site or the Services or our social media channels by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to any part of our Site, the server on which our Site is stored, or any other server, computer, or database connected to our Site. You must not attack our Site by means of a denial of service attack, a distributed denial of service attack, or by any other means. By breaching the provisions of this section 13.3 you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and we will cooperate fully with those authorities by disclosing your identity to them. Your right to use our Site will cease immediately in the event of such a breach and, where applicable, your account will be suspended and/or deleted.

14. Ending the Contract

14.1 Contract time limits/expiration. Unless terminated early in accordance with the Contract, your access to and use of the Services shall automatically end the day after the date of the FD2 exam. It is your responsibility to ensure you make use of the Services and associated content within the set time period and before the expiration date. If you fail to do this, you may be required to repurchase the course or content if you wish to re-access the relevant material.

14.2 Mutual rights to end the contract. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any of the Contract and (if such a breach is remediable) fails to remedy that breach within twenty-one (21) days of that party being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

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

(d) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the Contract is in jeopardy.

14.3 Ending the contract because of something we have done or are going to do. You also have the right to terminate the Contract if we have informed you of a forthcoming detrimental change to the course content (as described in section 3.4) or to these Terms that you do not agree to, if there is a risk that availability of the Services will be significantly delayed because of events outside of our control, or if we have suspended availability of the course content for more than 20 working days. You may also be entitled to a full or partial refund to take account of any Services you have purchased but not yet received or accessed.

14.4 When consumers have a right to change their minds. You also have a legal right to a “cooling-off” period within which you can cancel the Contract for any reason, including if you have changed your mind, and receive a refund. The period begins once We have sent your Order Confirmation Email (i.e. when the Contract between you and us is formed) and ends when you access (e.g. download or stream) any of the Services (or any of the associated course content), or 14 calendar days after the date of our Order Confirmation Email, whichever occurs first. Provided you have not used any of the Services or accessed any associated course content since the start date, within the cooling-off period we will be able to cancel the Contract and issue a full refund. If you have accessed any of the Services or course content, we will not be able to offer any refund and you will continue to have access to the Services and associated course content.

14.5 When consumers do not have a right to change their minds. Your right as a consumer to change your mind does not apply in respect of:

(a) digital products after you have started to download or stream these (if we delivered the digital content to you immediately, and you agreed to this when ordering, you will not have a right to change your mind); or

(b) services once these have been completed, even if the cancellation period is still running. If you cancel after we have started providing the Services, you must pay us for the services provided up until the time you tell us that you have changed your mind.

14.6 How to end the contract with us if you change your mind. If you wish to exercise your right to cancel under section 14.4, you may inform us of your cancellation in any way you wish, however for your convenience we offer a cancellation proforma on our Site here. Cancellation by email or by post is effective from the date on which you send us your message. If you would prefer to contact us directly to cancel, please email us at [email protected], providing us with your name, address, email address, telephone number, and any purchase ID.

14.7 Our right to end the contract without reason. We also have the right to terminate the Contract on three (3) months’ notice at any time. If we do this, we will issue a pro-rated refund of the price already paid by you to you to take account of the shortened Contract duration.

14.8 How we will refund you. Any refunds will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which the event triggering the refund occurs. Refunds will be made using the same payment method that you used when making your purchase unless we agree otherwise. If you wish to exercise your right to cancel under this section 14, you may inform us of your cancellation in any way you wish (including by emailing us directly at [email protected]), providing us with your name, contact details, and any purchase ID. We may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the Contract.

14.9 All unpaid amounts owing must be settled on contract termination. On termination of the Contract for any reason, you shall immediately pay us any and all outstanding sums owed to us (including amounts involved, and any amounts yet to be invoiced and, in respect of which, we will submit an invoice).

14.10 Contract termination will not extinguish existing rights and remedies. Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

14.11 Survival of terms. Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

15. Our responsibility for loss or damage

15.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaching the Contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

15.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence; or

(b) fraud or fraudulent misrepresentation.

15.3 Exclusion of implied and other terms. To the extent permitted by law, we expressly exclude all conditions, warranties, and all other terms which might otherwise be implied by statute, common law, or the law of equity.

15.4 Our total liability to you. Subject to section 15.2, our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed 100% of the net fees charged and paid by you to us under the Contract in question in the twelve (12) month period preceding the date upon which the liability arose.

15.5 Exclusions of liability. Subject to section 15.2, the following types of loss are wholly excluded by us:

(a) loss of profits;

(b) loss of sales or business or business opportunity;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

15.6 This section 15 shall survive termination of the Contract.

15.7 When we are liable for damage caused by defective digital content. If, as a result of our failure to exercise reasonable care and skill, any content from our Site damages your device or other content belonging to you, we will either repair the damage or pay you appropriate compensation. Please note that we will not be liable under this provision if:

(a) we have informed you of the problem and provided a free update designed to fix it, but you have not applied the update;

(b) the damage has been caused by your own failure to follow our instructions; or

(c) your device does not meet any relevant minimum system requirements that we have made you aware of before you purchase the Services.

15.8 We are not responsible for delays outside our control. We are not liable for failure to perform or delay in performing any obligation under these Terms if the failure or delay is caused by any circumstances beyond our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), pandemic, epidemic or other natural disaster, or any other similar or dissimilar event or circumstance that is beyond our reasonable control. Such causes beyond our reasonable control may also include (without limitation):

(a) Where you are unable to resolve any technology problem;

(b) Any slow speed, instability, temporary or other breakdown, unavailability or inadequacy of, or defect in, your internet service or any other equipment or service (e.g. telecommunications, computing, audio or visual) that you use or rely on;

(c) Failure of or defect in the third-party platform used to make the Services available to you; or

(d) Your inability to access the Services due to failure of or defects in the Site etc.

15.9 We are not responsible for website disruption. To the fullest extent permissible by law, we will not be liable to you in any way if our Site (or any part of it) is unavailable at any time and for any period. We exercise all reasonable skill and care to ensure that our Site is free from viruses and other malware. However, to the fullest extent permissible by law, we accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material or event that may adversely affect your hardware, software, data or other material that occurs as a result of your use of our Site (including the downloading of any content from it) or any other site referred to on our Site or owned or controlled by us.

15.10 Consumer rights are unaffected. Nothing in these Terms seeks to exclude or limit your legal rights as a consumer. For more details of your legal rights, please refer to your local Citizens Advice Bureau or Trading Standards Office.

16. How we may use your personal information

16.1 We will only use your personal information as set out in our Privacy Policy.

17. Other important terms

17.1 Use of our trade marks. The figurative mark HOW TO PASS FD2 and the word marks CLAIM SANDWICH and INTEGER TREE are UK registered trade marks of Russell Innovations Limited. You are not permitted to use them (or anything confusingly similar to them) without our approval, except in accordance with section 8, above.

17.2 This is our entire agreement with you. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

17.3 We may transfer this agreement to someone else. We may assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract at any time (this may happen, for example, if we sell our business). If this occurs, you will be informed by us in writing. your rights under these Terms (and the Contract) will not be affected and our obligations under these Terms (and the Contract) will be transferred to the third party who will remain bound by them.

17.4 You need our consent to transfer your rights to someone else. You may not transfer (assign) your obligations and rights under these Terms (and under the Contract) without our express written permission.

17.5 Nobody else has any rights under this contract. The Contract is between you and us. No other person shall have any rights to enforce any of its terms.

17.6 If a court finds part of this contract illegal, the rest will continue in force. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this section shall not affect the validity and enforceability of the rest of the Contract.

17.7 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under the Contract, or if we delay in taking steps against you in respect of your breaking this Contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you, but we continue to provide the Services, we can still require you to make the payment at a later date.

17.8 Where we sell to. The Site and the Services are directed to people residing or supplying goods/services within in the United Kingdom. We do not represent that the Services, content or materials available are appropriate for use or available in other locations.

17.9 Changes to these terms. We may revise these Terms from time to time in response to changes in relevant laws and other regulatory requirements. If we change these Terms as they relate to your order, we will give you reasonable advance notice of the changes and provide details of how to cancel if you are not happy with them.

17.10 Which laws apply to this contract and where you may bring legal proceedings. The Contract is governed by the laws of England and Wales. As a consumer, you will benefit from any mandatory provisions of the law in your country of residence. Nothing in this section takes away or reduces your rights as a consumer to rely on those provisions. As a consumer, any dispute, controversy, proceedings or claim between you and us relating to these Terms, or the relationship between you and us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.