Terms, Conditions of Use and Warranties of the direct-ed Site
Please read the following information carefully.

direct-ed is the on-line web site produced, owned and operated by TQ Education and Training Ltd ("TQ") on the World Wide Web (the "direct-ed site"). The direct-ed site includes content, information and services provided by TQ and third parties. By using the direct-ed site, the User agrees to comply with all the following terms and conditions of use.

The User may be a college or other educational establishment or an employer that registers a number of individual students to use the direct-ed site (a "Multiple User") or an individual student registering personally to use the direct-ed site (an "Individual User").

1. The Contract
The contract between TQ and the User for the supply by TQ of the services or products available on the direct-ed site will be made when TQ accepts the registration of the User for particular services or products and transmits a receipt to the User.

An Individual User has the right to change his/her mind and to cancel the contract and get any money paid returned, by giving notice to TQ within 7 days of the date the contract is made. The Individual User waives this right to cancel if he/she begins any course included in the contract.

2. Proprietary Information
The direct-ed site contains proprietary information and copyrighted material and trademarks, including text, photos, video, graphics, music and sound. The selection and arrangement of such content, as well as specific content on the direct-ed site are considered proprietary by TQ.

3. Availability
Although the direct-ed site is accessible worldwide, not all services and products are available to persons in all geographic locations or jurisdictions. TQ reserves the right to limit the availability of any services or products to any person, geographic area or jurisdiction it desires. Any offer for any product or services on the direct-ed site is void where prohibited by law.

TQ uses its best endeavours to ensure that the direct-ed site has 100% availability. However there will be occasions that access to the direct-ed site will be interrupted for maintenance, upgrading or emergency repairs, which will be undertaken wherever possible during periods of minimal usage. The User agrees that TQ shall not be liable to the User, or any third party, for any modification, suspension or discontinuance of the direct-ed site.

The User may terminate the agreement, and TQ shall refund to the User any payment which has been made on account of courses that have not been started, after deducting any amounts due to TQ, if TQ fail to reinstate the service following a continuous period of non-availability of 24 hours not arising out of a force majeure event (as set out in clause 10); or

Availability is continuously less than 95% for 3 consecutive calendar months.

4. Restrictions on Use
The User or the student, as the case may be, may download material from the direct-ed site for his personal use only. In no event may the User or the student transmit, modify, publish, sell, or in any way commercially exploit any of the content on the direct-ed site. Except as permitted by law, neither the User or the student may copy, publish or use any of the material on the direct-ed site without the express permission of TQ. In the event material is downloaded and/or copied, no changes shall be made in the trademark, copyrights or attribution of owners of the material. The User does not acquire any ownership rights by downloading material located on the direct-ed site.

Multiple Users shall be responsible to TQ for ensuring that students registered by them comply with the relevant provisions of this clause 4.

5. Fees and Payment Terms
The fees payable in respect of each course are as set out on the direct-ed site from time to time. Payment of fees on the due date is an essential term of the contract.

Multiple Users may, by agreement with TQ, take either a multiple user licence, giving the right to register an agreed number of students on a course, or a single seat licence for each student registered by the Multiple User on a course. Multiple user licences will be invoiced and must be paid for in advance. Single seat licences will be invoiced following registration of the student. Payment shall be due in full within 30 days of the invoice date. If the User fails to make payment on the due date then, without prejudice to any other right or remedy available to TQ, TQ is entitled to (i) cancel or suspend the Users access to the direct-ed site; and (ii)charge the User interest (both before or after any judgement) on all outstanding sums at the rate of 4% above the base rate of Barclays Bank plc from time to time from the date the payment is due until the date payment is made in full.

Individual Users will be required to pay for each course before beginning the course.

6. Data Protection
Users agree that their email address may be used by TQ for the purpose of contacting them for marketing its sites or other purposes, unless specifically requested in writing not to do so. Users agree to allow TQ to track, record and maintain statistics related to visitors on its web sites, including but not limited to, the source of users' entry to the site(s) and navigation throughout the site.

7. Registration Name and Password
A User who has registered on the direct-ed site is responsible for ensuring that his/her registration name and/or password are kept confidential at all times and are used only in accordance with the rules from time to time of the direct-ed site. Multiple Users shall ensure that students that they register to use the direct-ed site keep their registered name and password confidential at all times and that they are used only in accordance with the rules from time to time of the direct-ed site. The User is also responsible for obtaining and maintaining all computer and communications equipment required for access to and use of the direct-ed site.

Once a Multiple User has registered a student for a particular course, either on a multiple user licence or using a single seat licence, it may not assign that licence to any other student.

8. Amendment to Courses
TQ may, at any time, except in respect of contracts that have already been made, change or discontinue any feature of the direct-ed site, including content, availability, equipment needed for access to the direct-ed site, the terms and conditions applicable to the direct-ed site or any part thereof. TQ may also impose conditions, including registration, fees and charges, for the use of some portions of the direct-ed site, which shall be effective immediately upon notice thereof on the direct-ed site or by email to the User. Any use of the direct-ed site after such notice shall be deemed to constitute acceptance of such changes, modifications or additions.

9. Hyperlinks
TQ does not control the contents of any web sites to which it has hyperlinks and is not responsible for the contents of such websites. TQ's inclusion of hyperlinks to these websites does not imply any endorsement of any material on such web sites or any association with their operators' services or products.

10. Force Majeure
TQ is not responsible for any delay or failure to provide the services or products or access to the Courses to the extent that the delay or failure has been caused by the User, the student or by force majeure including any circumstances beyond the control of TQ such as (amongst other things): (i) acts of God, riots, civil commotion, war, rebellion, national or international emergency or labour disputes; (ii) breakdown of machinery or equipment (including failure of a telecommunications provider used by TQ in the provision of the direct-ed site), sabotage or embargo; or (iii) any order or local, national or international authority.

If the delay or failure continues for a period of 3 months either TQ or the User may give notice in writing to the other terminating the contract and on termination TQ shall refund to the User any payment which has been made on account of courses that have not been started, after deducting any amounts due to TQ.

11. Viruses
TQ makes every effort to keep the direct-ed site free from viruses but it is the responsibility of the User to check that any material downloaded from the direct-ed site by itself or, in the case of Multiple Users, by its students is virus free. TQ accepts no responsibility for any computer viruses that may be transferred by way of the direct-ed site.

12. Waiver
No failure or delay by TQ in exercising any of its rights, powers or privileges under these terms and conditions operates as a waiver of them nor precludes any other or further exercise of them.

13. Limitation of Liability
While every effort has been made to ensure that all information on this site is accurate TQ does not accept any liability to any person acting or refraining from acting on the basis of such information.

THE USERS ATTENTION IS IN PARTICULAR DRAWN TO THE FOLLOWING PROVISIONS OF THIS CLAUSE 13.

TQ's total liability in contract, tort (including negligence or breach of statutory duty) misrepresentation or otherwise, arising in connection with the performance of the contract shall be limited to £250,000.

TQ shall not be liable to the User for any indirect or consequential loss or damage (whether for loss of business, damage to reputation or otherwise) costs, expenses or other claims for consequential compensation howsoever caused which arise out of or in connection with the contract.

14. General
The provisions herein are for the benefit of TQ and its third party content providers and licensors, and any assignees of the same, and each shall have the right to assert and enforce such provisions. This Agreement shall be governed and construed in accordance with the laws of England and Wales whose courts shall be courts of competent jurisdiction.