1. Definitions

In these Terms:

Authorised User means an individual authorised by the Customer to access the Platform.

Consumer means an individual acting for purposes wholly or mainly outside their trade, business, craft or profession.

Customer means the person, company or organisation purchasing a subscription.

Customer Data means information submitted to the Platform by the Customer or its Authorised Users.

Fees means the subscription charges payable by the Customer.

Mentor Group means Mentor Group Limited, a company incorporated in England and Wales under company number 2767629 whose registered office is at Building 4 Foundation Park, Roxborough Way, Maidenhead, Berkshire, SL6 3UD.

Platform means the Mentor Group online learning platform, learning management system, associated software, content repositories, reporting functionality, mobile applications and related technology.

Programme means a specific learning programme, pillar, pathway, academy, curriculum or collection of learning content available through the Platform.

Subscription means the recurring monthly subscription purchased by the Customer.

Subscription Term means the period during which access to the Platform is provided.

Training Content means all videos, courses, assessments, workbooks, documents, templates, learning materials, recordings, resources and other content made available through the Platform.

2. Acceptance of Terms

By purchasing, accessing or using the Platform, the Customer agrees to be bound by these Terms and Conditions.

If the Customer purchases a Subscription on behalf of an organisation, the Customer represents that it has the authority to bind that organisation to these Terms.

3. Subscription and Licence

3.1 Grant of Access

Subject to payment of the applicable Fees, Mentor Group grants the Customer a limited, non-exclusive, non-transferable, revocable licence to access the subscribed Programme during the Subscription Term.

3.2 Programme Specific Access

Access is limited solely to the Programme or Pillar purchased.

Access to one Programme does not confer access to any other Programme, course, content library, academy, learning pathway or service unless expressly stated by Mentor Group.

3.3 No Ownership Rights

The Subscription provides a right to access the Platform and Training Content only.

No intellectual property rights, ownership rights or proprietary rights are transferred to the Customer.

4. Subscription Term and Automatic Renewal

4.1 Monthly Subscription

Subscriptions are provided on a monthly recurring basis unless otherwise agreed in writing.

4.2 Automatic Renewal

All subscriptions automatically renew at the end of each monthly subscription period.

Renewal shall continue indefinitely until cancelled by either party in accordance with these Terms.

4.3 Cancellation

The Customer may cancel its Subscription at any time.

Cancellation shall take effect at the end of the current billing period.

No partial month refunds, credits or prorated reductions shall apply.

4.4 Continued Access

The Customer will retain access until the end of the paid subscription period.

Upon expiry of the subscription period, access shall automatically cease.

5. Fees and Payment

5.1 Fees

Subscription Fees are payable monthly in advance.

5.2 Recurring Billing Authority

The Customer authorises Mentor Group to collect recurring payments using the payment method supplied by the Customer.

5.3 Failed Payments

Where payment cannot be collected, Mentor Group may:

• suspend access;
• restrict access to content;
• terminate user accounts;
• pursue recovery of outstanding amounts.

5.4 Fee Increases

Mentor Group reserves the right to increase Subscription Fees at any time upon providing not less than thirty (30) days written notice.

Continued use of the Platform following the effective date of the revised Fees shall constitute acceptance of the updated pricing.

If the Customer does not wish to accept the revised Fees, the Customer's sole remedy shall be to cancel the Subscription before the revised Fees take effect.

5.5 No Chargebacks

The Customer agrees not to initiate chargebacks, payment reversals or similar payment disputes without first providing Mentor Group with at least fourteen (14) days written notice of the issue and a reasonable opportunity to investigate and resolve the matter.

Consumer Rights and Cooling-Off Period

5.6 Consumer Purchases

Where the Customer is a Consumer, the Customer may have statutory cancellation rights under applicable consumer protection legislation.

5.7 Digital Content and Immediate Access

By purchasing a Subscription and requesting immediate access to the Platform, the Customer expressly agrees that access to digital content may commence immediately following purchase.

5.8 Waiver of Cooling-Off Rights

Where permitted by law, the Customer acknowledges and agrees that once immediate access to digital content has commenced, any statutory right to cancel may be reduced, limited or lost to the extent permitted by applicable legislation.

5.9 Statutory Rights Preserved

Nothing in these Terms excludes, restricts or limits any statutory rights or remedies available to Consumers under applicable law.

6. Refund Policy

All Fees paid are non-refundable.

No refunds, credits or pro-rated reimbursements shall be available for:

• cancellation by the Customer;
• non-use of the Platform;
• partial subscription periods;
• removal or amendment of content;
• suspension resulting from breach of these Terms;
• failure by users to complete learning content;
• technical issues outside Mentor Group's reasonable control.
  
  

7. User Accounts and Account Security

The Customer shall ensure that all login details remain secure and confidential.

The Customer is responsible for all activities undertaken through its accounts.

The Customer shall notify Mentor Group immediately upon becoming aware of any unauthorised access or security breach.

8. Anti-Sharing and Licence Compliance

8.1 Individual User Licence

Unless expressly agreed otherwise, each subscription licence is personal to the registered user.

8.2 Prohibited Activities

The Customer and its users shall not:

• share login credentials;
• provide access to third parties;
• permit multiple users to use a single account;
• transfer subscriptions between users without consent;
• use accounts created for another individual;
• circumvent licence restrictions.

8.3 Compliance Monitoring

Mentor Group reserves the right to monitor usage patterns to identify unauthorised sharing or misuse.

Where unauthorised sharing is identified, Mentor Group may:

• suspend access immediately;
• require additional subscriptions to be purchased;
• invoice unpaid licence fees;
• terminate affected accounts.
  
  

9. Usage Monitoring and Device Tracking

9.1 Monitoring Rights

The Customer acknowledges that Mentor Group may monitor usage of the Platform for security, compliance, quality assurance and service improvement purposes.

9.2 Information Collected

Monitoring may include collection of:

• login activity;
• engagement data;
• assessment results;
• completion rates;
• session duration;
• browser information;
• IP addresses;
• operating system information;
• device identifiers;
• geographic location data derived from connection information.

Such monitoring shall be undertaken in accordance with applicable data protection legislation and Mentor Group's Privacy Notice

9.3 Device Restrictions

Mentor Group may limit the number of devices from which a subscription may be accessed.

Mentor Group reserves the right to investigate simultaneous logins, excessive device usage or unusual access patterns.

10. Reporting and Learning Analytics

Mentor Group may provide reports regarding:

• participation;
• attendance;
• completion rates;
• learner engagement;
• assessment outcomes;
• learning progress.

Such reports may be made available to authorised organisational administrators where subscriptions have been purchased on a corporate basis.

11. Aggregated Analytics Rights

The Customer acknowledges that Mentor Group may collect, analyse and use anonymised, aggregated and de-identified usage data generated through use of the Platform.

Such information may be used for:

• benchmarking;
• research;
• trend analysis;
• product development;
• service improvement;
• statistical reporting;
• marketing and promotional activities.

All rights in aggregated and anonymised analytics shall belong exclusively to Mentor Group.

No aggregated data shall identify individual users or customers.

12. Training Content

12.1 Ownership

All Training Content remains the exclusive property of Mentor Group and its licensors.

12.2 Right to Modify Content

Mentor Group may at any time and without liability:

• amend content;
• replace content;
• update content;
• remove content;
• discontinue content;
• reorganise learning pathways or Programmes.

12.3 Availability

Mentor Group does not guarantee that any specific course, module, video, assessment or resource will remain available during the Subscription Term.

12.4 Content Changes

Changes to Training Content shall not give rise to any entitlement to a refund, discount, compensation or credit.

13. Intellectual Property Rights

13.1 Ownership

All intellectual property rights in the Platform and Training Content remain vested in Mentor Group or its licensors.

13.2 Restrictions

The Customer and its users shall not:

• download content unless expressly permitted;
• reproduce content;
• copy content;
• distribute content;
• publish content;
• sell content;
• license content;
• modify content;
• create derivative works;
• scrape content;
• harvest content;
• repurpose content;
• record content;
• screenshot content for commercial use;
• use content to train artificial intelligence systems;
• use content to train machine learning models;
• use automated extraction tools on the Platform.

13.3 Protection Measures

Mentor Group may implement access controls, digital rights management, watermarking and monitoring technologies to protect its intellectual property.

Attempting to bypass such protections shall constitute a material breach of these Terms.

14. Acceptable Use

Users shall not:

• upload unlawful content;
• distribute malware;
• interfere with Platform functionality;
• gain unauthorised access to systems;
• infringe third-party rights;
• engage in fraudulent activity;
• use the Platform for any unlawful purpose.
  
  

15. Customer Responsibilities

The Customer shall:

• maintain suitable internet connectivity;
• ensure users comply with these Terms;
• provide accurate registration information;
• cooperate with reasonable security measures;
• comply with applicable laws and regulations.
  
  

16. Data Protection

Both parties shall comply with applicable data protection legislation, including the UK GDPR, the Data Protection Act 2018 and any legislation replacing or supplementing them.

Mentor Group shall implement and maintain appropriate technical and organisational measures designed to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or unauthorised access.

Mentor Group may process personal data including account information, learning records, assessment results, completion data, usage information, technical device information and security logs in connection with the operation, administration, security and improvement of the Platform.

Details regarding the categories of personal data processed, purposes of processing, lawful bases, retention periods, international transfers, data subject rights and information relating to sub-processors are set out in Mentor Group's Privacy Notice, which is incorporated by reference into these Terms.

The Customer acknowledges that certain Platform services may be provided using approved third-party service providers acting on behalf of Mentor Group.

Where Mentor Group acts as a processor of personal data on behalf of a corporate Customer, the parties shall comply with any applicable Data Processing Agreement entered into between them.

17. Support and Availability

Mentor Group shall use reasonable endeavours to maintain Platform availability.

The Customer acknowledges that:

• maintenance may occasionally be required;
• emergency maintenance may be performed without notice;
• service interruptions may occur due to third-party infrastructure providers.
• No specific uptime commitment is provided unless agreed separately in writing.

Customers and Authorised Users shall notify Mentor Group without undue delay if they become aware of any unauthorised access, suspected compromise of login credentials or security incident relating to their use of the Platform.

18. Warranties

Mentor Group warrants that it has the right to provide the Platform and Training Content.

If the Customer is a Consumer, nothing in these Terms shall limit or exclude any statutory rights relating to digital content or services that cannot lawfully be excluded.

Except as expressly stated in these Terms and to the fullest extent permitted by law, all other warranties, representations and conditions are excluded.

The Platform and Training Content are provided on an "as available" basis.

19. Training and Educational Disclaimer

Training Content is provided for educational and informational purposes only.

Mentor Group does not warrant or guarantee:

• business results;
• revenue outcomes;
• behavioural change;
• performance improvements;
• qualifications;
• accreditations;
• certifications;
• promotions;
• employment outcomes.

Individual results will vary.

20. Suspension Rights

Mentor Group may suspend access immediately where it reasonably believes:

• Fees remain unpaid;
• account sharing is occurring;
• intellectual property infringement is occurring;
• security risks exist;
• unlawful activity is suspected;
• these Terms have been breached.

Suspension shall not affect the Customer's obligation to pay Fees.

21. Termination

Mentor Group may terminate access immediately where:

Fees remain unpaid;

• the Customer commits a material breach;
• fraudulent activity is suspected;
• intellectual property infringement occurs;
• the Customer becomes insolvent.

Upon termination:

• access rights immediately cease;
• user accounts may be disabled;
• outstanding Fees become immediately due.
  
  

22. Limitation of Liability

Nothing in these Terms excludes liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any liability that cannot lawfully be excluded.

Nothing in these Terms shall exclude or limit any liability that cannot lawfully be excluded or restricted under applicable consumer protection legislation.

Subject to the foregoing:

• Mentor Group shall not be liable for indirect or consequential loss;
• Mentor Group shall not be liable for loss of profits, revenue, goodwill, savings, business opportunity or anticipated benefits;
• Mentor Group's total aggregate liability arising in connection with the Subscription shall not exceed the Fees paid by the Customer during the twelve (12) months preceding the event giving rise to the claim.
  
  

23. Confidentiality

Each party shall keep confidential information confidential and shall not disclose such information except where required by law or for the purposes of performing obligations under these Terms.

These obligations shall survive termination for five (5) years.

24. Force Majeure

Neither party shall be liable for delay or failure to perform obligations arising from events outside its reasonable control, including:

• natural disasters;
• cyber incidents;
• internet outages;
• telecommunications failures;
• strikes;
• governmental actions.
  
  

25. Entire Agreement

These Terms constitute the entire agreement between the parties relating to the Subscription and supersede all previous discussions, understandings and agreements concerning the subject matter.

26. Notices

Any notice given under these Terms shall be in writing.

Notices to Mentor Group shall be sent to: legal@mentorgroup.com or any replacement address published by Mentor Group from time to time.

Notices to Customers may be sent to the email address associated with the Customer account.

A notice shall be deemed received on the next Business Day following successful transmission by email.

27. Third-Party Platform Disclaimer

Mentor Group may utilise third-party technology providers, hosting providers, learning management systems and software platforms to deliver the Subscription. Mentor Group shall not be liable for interruptions, outages, defects, security incidents or functionality limitations arising directly from such third-party systems, except to the extent caused by Mentor Group's negligence or where liability cannot lawfully be excluded.

28. Right to Change Platform Provider

Mentor Group reserves the right to migrate, replace or change the technology platform through which the Subscription is delivered, provided that substantially similar access to the subscribed Programme continues to be made available.

29. Export Controls and Restricted Territories

Mentor Group may restrict, suspend or prevent access to the Platform from any territory, or by any person or entity, where such access would or may breach applicable sanctions, export controls, trade restrictions or other legal or regulatory requirements. The Customer and its users shall not access or use the Platform in breach of any such requirements.

30. Assignment and Subcontracting

Mentor Group may assign, transfer, novate or subcontract any of its rights or obligations under these Terms. The Customer may not assign, transfer, novate, subcontract or otherwise dispose of any of its rights or obligations under these Terms without Mentor Group's prior written consent.

31. No Waiver

A failure or delay by Mentor Group to exercise or enforce any right or remedy under these Terms shall not constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise.

32. Severability

If any provision or part-provision of these Terms is found to be invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If modification is not possible, the relevant provision or part-provision shall be deemed deleted. The remaining provisions shall continue in full force and effect.

33. Non-Circumvention and Commercial Exploitation of Content

The Customer and its users shall not reproduce, repackage, white-label, commercially exploit or create competing learning products, services or materials derived from or substantially based upon the Training Content, the Programme or Mentor Group's methodologies, frameworks or materials.

34. Corporate Customer Responsibility

Where a Subscription is purchased by or on behalf of an organisation, that organisation shall be responsible for all acts and omissions of its Authorised Users and for any breach of these Terms by those Authorised Users as if the breach had been committed by the organisation itself.

35. Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to resolve any dispute arising under or in connection with these Terms.