Section 1

Introduction 

1.1 These terms and conditions shall govern the sale and supply of course materials, and digital downloads through our website, and the use of those materials. 

1.2 You will be asked to give your express agreement to these terms and conditions before you place an order on our website. 

1.3 Any statutory rights that you may have as a consumer are not affected by 

these terms and conditions. 

Section 2

Interpretation 

2.1 In these terms and conditions: 

(a)"we" means ADC Italian Language and Culture Ltd, trading as Learn Italian with Amedea, or learn Italian Manchester (and "us and "our" should be construed accordingly); 

(b)"you" means our customer or prospective customer under these terms and conditions (and "your" should be construed accordingly); 

(c)"course materials" means those course materials and downloads that are available for purchase on our website; and 

(d)"your course materials" or "your downloads" means any such course materials or downloads that you have 

purchased through our website. 

Section 3

Order process

3.1 The advertising of course materials and digital downloads on our website constitutes an "invitation to treat" rather than a contractual offer. 

3.2 No contract will come into force between you and us unless and until we accept your order in accordance with the procedure set out in this Section 3. 

3.3 To enter into a contract through our website to purchase course materials and digital downloads from us, the following steps must be taken: you must add the products you wish to purchase to your shopping cart, and then proceed to the checkout; if you are a new customer, you must then create an account with us and log in; if you are an existing customer, you must enter your login details; once you are logged in, you must consent to the terms of this document; you will be transferred to our payment service provider's website, and our payment service provider will handle your payment; we will then send you an initial acknowledgement; and we will either send you an order confirmation (at which point your order will become a binding contract) or we will confirm by email that we are unable to meet your order. 

3.4 You will have the opportunity to identify and correct input errors prior to making your order. 

Section 4

Prices

4.1 Our prices are quoted on our website. 

4.2 We will from time to time change the prices quoted on our website, but this will not affect contracts that have previously come into force. 

4.3 All amounts stated in these terms and conditions or on our website are stated exclusive of VAT. 

Section 5

Payments 

5.1 You must, during the checkout process, pay the prices of the course materials and digital downloads you order. 

5.2 Payments may be made by the payment methods stated on the website. 

Section 6 

Licensing of course materials 

6.1 We will supply your course materials to you in the format or formats specified on our website, and by such means and within such periods as are specified on our website. 

6.2 Subject to your payment of the applicable price and compliance with these terms and conditions, we grant to you a worldwide, non-exclusive, non-transferable licence to make any use of your course materials permitted by Section 6.3, providing that you must not in any circumstances make any use of your course materials that is prohibited by Section 6.4. No recurring fees are payable after your one-time payment for course access. Your one-time payment gives you ongoing access whilst the course is Live on this platform.

6.3 The "permitted uses" of your course materials and digital downloads are:  

(a) downloading a copy of each of your materials purchased; 

(b) in relation to written and graphical course materials: making, storing and viewing copies of your course materials and digital downloads on not more than 3 of the following: desktop, laptop or notebook computers, ebook readers, smartphones, tablet computers or similar devices; 

(c) in relation to audio and video course materials: making, storing and 

playing copies of your course materials on not more than 3 of the following: desktop, laptop or notebook computers, smartphones, tablet computers, media players or similar devices; and 

(d) printing a single copy of each of your written course materials solely 

for your own use. 

6.4 The "prohibited uses" of your course materials and digital downloads are: 

(a) the publication, sale, licensing, sub-licensing, renting, transferring, transmission, broadcasting, distribution or redistribution of any course material (or part thereof) in any format; 

(b) the editing, modification, adaptation or alteration of any course material and digital downloads (or part thereof), and the creation of any derivative work incorporating 

any course material or digital download (or part thereof); 

(c) the use of any course material or digital download (or part thereof) in any way that is unlawful or in breach of any person's legal rights under any applicable law, or in any way that is offensive, indecent, discriminatory or otherwise objectionable; 

(d) the use of any course material and digital downloads (or part thereof) to compete with us, whether directly or indirectly; and 

(e) any commercial use of any course material or digital download (or part thereof), 

providing that nothing in this Section 6.4 will prohibit or restrict you or any 

other person from doing any act expressly permitted by applicable law. 

6.5 You warrant to us that you have access to the necessary computer systems, media systems, software and network connections to receive and enjoy the benefit of your course materials. 

6.6 All intellectual property rights and other rights in the course materials not expressly granted by these terms and conditions are hereby reserved. 

6.7 You must retain, and must not delete, obscure or remove, copyright notices and other proprietary notices on or in any course material. 

6.8 The rights granted to you in these terms and conditions are personal to you, and you must not permit any third party to exercise these rights. 

6.9 If you breach any provision of these terms and conditions, then the licence set out in this Section 6 will be automatically terminated upon such breach. 

6.10 You may terminate the licence set out in this Section 6 by deleting all copies of the relevant course materials in your possession or control. 

6.11 Upon the termination of a licence under this Section 6, you must, if you have not previously done so, promptly and irrevocably delete from your computer systems and other electronic devices all copies of the relevant course materials in your possession or control, and permanently destroy any other copies of the relevant course materials in your possession or control. 

Section 7

Distance contracts: cancellation right for consumers

7.1 This Section 7 applies if and only if you offer to contract with us, or contract with us, as a consumer - that is, as an individual acting wholly or mainly outside your trade, business, craft or profession.

7.2 You may withdraw an offer to enter into a contract with us through our website, or cancel a contract entered into with us through our website, at any time within the period: beginning upon the submission of your offer; and ending at the end of 14 days after the day on which the contract is entered into, subject to Section 7.3. You do not have to give any reason for your withdrawal or cancellation.

7.3 Loss of cancellation rights upon access to course materials: You expressly agree and acknowledge that: (a) we will provide course materials to you immediately upon successful payment and contract completion; (b) by completing your purchase, you expressly request that we begin providing the digital content (course materials) before the expiry of the 14-day cancellation period referred to in Section 7.2; (c) you acknowledge that once we provide any course materials to you, or once you access any part of the course content (including but not limited to logging into your account, viewing videos, downloading materials, or accessing any learning resources), you will immediately lose your right to cancel referred to in Section 7.2, in accordance with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013; (d) course materials include all digital content, downloadable resources, video lessons, audio files, worksheets, access credentials, and any other learning materials provided as part of the course.

7.4 In order to withdraw an offer to contract or cancel a contract on the basis described in this Section 7 (where such right still exists), you must inform us of your decision to withdraw or cancel. You may inform us by means of any clear statement setting out the decision sent to [your contact email]. To meet the cancellation deadline, it is sufficient for you to send your communication concerning the exercise of the right to cancel before the cancellation period has expired.

7.5 If you cancel an order on the basis described in this Section 7, and you retain the right to cancel under Section 7.3, you will receive a full refund of the amount you paid to us in respect of the order.

7.6 We will refund money using the same method used to make the payment, unless you have expressly agreed otherwise. In any case, you will not incur any fees as a result of the refund.

7.7 We will process any refund due to you as a result of a valid cancellation on the basis described in this Section 7 without undue delay and, in any case, within the period of 14 days after the day on which we are informed of the cancellation.

7.8 No refunds after access: Once you have accessed any course materials as described in Section 7.3, no refunds will be provided as your cancellation rights will have been lost. This does not affect your statutory rights under the Consumer Rights Act 2015 regarding faulty digital content.

Section 8

Warranties and representations 

8.1 You warrant and represent to us that:  

(a) you are legally capable of entering into binding contracts; 

(b) you have full authority, power and capacity to agree to these terms and 

conditions; and 

(c) all the information that you provide to us in connection with your order is true, accurate, complete, current and non-misleading. 

8.2 We warrant to you that your course materials and digital downloads will be supplied to you with 

reasonable care and skill. 

OR 

8.2 We warrant to you that: 

(a) your course materials and digital downloads will be of satisfactory quality; 

(b) your course materials and digital downloads will be reasonably fit for any purpose that you make known to us before a contract under these terms and conditions is made; 

(c) your course materials will match any description of it given by us to 

you; and 

(d) we have the right to supply your course materials and digital downloads to you. 

8.3 All of our warranties and representations relating to course materials are set 

out in these terms and conditions. To the maximum extent permitted by 

applicable law and subject to Section 9.1, all other warranties and representations are expressly excluded. 

Section 9

Limitations and exclusions of liability 

9.1 Nothing in these terms and conditions will: 

(a) limit or exclude any liability for death or personal injury resulting from negligence; 

(b) limit or exclude any liability for fraud or fraudulent misrepresentation; 

(c) limit any liabilities in any way that is not permitted under applicable law; or 

(d) exclude any liabilities that may not be excluded under applicable law, and, if you are a consumer, your statutory rights will not be excluded or limited by these terms and conditions, except to the extent permitted by law. 

9.2 The limitations and exclusions of liability set out in this Section 9 and elsewhere in these terms and conditions:  are subject to Section 9.1; and govern all liabilities arising under these terms and conditions or relating 

to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions. 

9.3 We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control. 

9.4 We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill. 

9.5 We will not be liable to you in respect of any loss or corruption of any data, database or software, providing that if you contract with us under these terms and conditions as a consumer, this Section 9.5 shall not apply. 

9.6 We will not be liable to you in respect of any special, indirect or consequential loss or damage, providing that if you contract with us under these terms and conditions as a consumer, this Section 9.6 shall not apply. 

9.7 Our aggregate liability to you in respect of any contract to provide services to you under these terms and conditions shall not exceed the greater of: 

(a) £1; and 

(b) the total amount paid and payable to us under the contract. 

Section 10

Variation 

10.1 We may revise these terms and conditions from time to time by publishing a new version on our website. 

10.2 A revision of these terms and conditions will apply to contracts entered into at any time following the time of the revision, but will not affect contracts made before the time of the revision. 

Section 11

Assignment 

11.1 You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions - providing, if you are a consumer, that such action does not serve to reduce the guarantees benefiting you under these terms and conditions. 

11.2 You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.  

Section 12

No waivers 

12.1 No breach of any provision of a contract under these terms and conditions will be waived except with the express written consent of the party not in breach. 

12.2 No waiver of any breach of any provision of a contract under these terms and conditions shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of that contract. 

Section 13

Severability 

13.1 If a provision of these terms and conditions is determined by any court or 

other competent authority to be unlawful and/or unenforceable, the other 

provisions will continue in effect. 

13.2 If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be 

deemed to be deleted, and the rest of the provision will continue in effect.  

Section 14

Third party rights 

14.1 A contract under these terms and conditions is for our benefit and your 

benefit, and is not intended to benefit or be enforceable by any third party. 

14.2 The exercise of the parties' rights under a contract under these terms and conditions is not subject to the consent of any third party. 

Section 15

Entire agreement 

15.1 Subject to Section 9.1, these terms and conditions, together with our download licence agreement, shall constitute the entire agreement between you and us in relation to the sale and purchase of our courses or digital downloads and the use of those courses and digital downloads, and shall supersede all previous agreements between you and us in relation to the sale and purchase of our courses and digital downloads and their use. 

Section 16

Law and jurisdiction 

16.1 These terms and conditions shall be governed by and construed in accordance with English law. 

16.2 Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England. 

Section 17

Statutory and regulatory disclosures 

17.1 We will not file a copy of these terms and conditions specifically in relation to each user or customer and, if we update these terms and conditions, the version to which you originally agreed will no longer be available on our website. We recommend that you consider saving a copy of these terms and conditions for future reference. 

17.2 These terms and conditions are available in the English language only. 

Section 18

Our details 

18.1 This website is owned and operated by ADC Italian Language and Culture Ltd, trading as Learn Italian with Amedea, or learn Italian Manchester.

18.2 We are registered in England and Wales as a limited Company and our registered office is at International House, 61 Mosley St, Manchester, M2 3HZ. 

18.4 You can contact me by email, using the email address: hello@learnitalianmanchester.co.uk