These Order Terms and the corresponding Licence Detail File (see above) form part of our Terms and Conditions (available at www.frisk-online.com/policies/terms-of-service) (together, the “Terms”) and apply at all times to Your: (a) access and/or use of Training Materials (including Frisk Lessons); and (b) redistribution of Frisk Lessons through Your chosen Target Learning Management System (“TLMS”).
1. STANDARD LICENCE
The Frisk Lessons are licensed for use during the Subscription Period in accordance with clauses 17.5 and 17.6 of the Terms and Conditions.
2.1 Frisk will, once the Order Form has been agreed, commence work on any personalisation of the Frisk Lessons requested by You as a “Custom Extra” in the Acceptance section of the Order Form (a “Custom Extra”).
2.2 Frisk may request feedback in respect of the personalisations and You shall provide such requested feedback promptly in order to allow Frisk to produce the final Frisk Lessons.
2.3 Frisk shall be permitted to submit its invoice for the Custom Extras once: (a) personalisation of the Frisk Lessons has been completed; or (b) You start rolling out and accessing any part of the ordered Frisk Lessons, whichever happens first.
2.4 Your designated business contact will be provided with access to draft personalised Frisk Lessons for the sole purpose of providing any feedback and sign-off.
2.5 Feedback concerning any errors in the Custom Extra must be provided within thirty (30) days of delivery. Once any reasonable fixes have been completed, Frisk will request full payment of its Fees prior to the distribution of the Frisk Lesson to Your Users in accordance with paragraph 5 below.
2.6 Frisk requires full payment of its Fees before it will release the final version of any Frisk Lesson (including personalised lessons) for distribution to the Customer’s Users (whether delivered online or to be downloaded and printed offline).
3. THE SUBSCRIPTION PERIOD
3.1 The “Subscription Period” in respect of the Frisk Lessons is: seven (7) days for an initial free trial and twelve (12) months for a standard licence, in accordance with 2.6 and 3.2 of this Order Form; except for perpetual licences, the Subscription Period is perpetual, provided that the Licence may be terminated by Frisk where You are in breach of the T&Cs (including the Licence Detail File and the terms of the Order Form). A free trial may be lengthened and agreed in writing, at Frisk’s discretion.
3.2 The subscription applies to each batch of Allocation Licences (can include more than one Frisk Lesson), ordered by the Customer, and not from when each User is allocated. The start date of the relevant Subscription Period commences when a) your courses are dispatched – commencing the start of a free trial period of a lesson(s), b) an initial paid subscription is taken out and the associated payment is received, c) a Top-Up is ordered or d) each period of three months elapses, following the initial order date, if the client has opted to pay later and set a “buffer”.
3.3 The Subscription Period is stated as a fixed period within each invoice and subscription confirmation email. When the Subscription Period ends, it is in the past, and not the relevant Subscription Period.
3.4 Introduction: You purchase an initial quantity of Allocation Licences at the beginning of the Subscription Period as described in the Order Form. You may then purchase additional Allocation Licences (the “Top-up Licences”), in accordance with paragraph 3.5, by submitting a request to email@example.com or by completing an Order Form (Top-Up).
Top-up Licences: Top-up Licences may be purchased either:
in advance on a “pay-as-you-go” basis; or
in arrears, on a “pay later” basis by setting a “buffer”.
3.5 Pay-as-you-go (advance):
3.5.1 Top-up Licences can be purchased in advance at the rates described on the website.
3.5.2 Each Top-up Licence permits the Customer to allow one (1) User (registered through the TLMS to receive access to the relevant Frisk Lesson. Once the licence is allocated and launched it is considered used (irrespective of whether the User completes the Frisk Lesson).3.7 Buffer
3.5.3 Top-up Licences must be allocated and used during the relevant Subscription Period.
3.5.4 Allocation Licences are allocated by You through the TMLS.
3.6 Pay later (arrears):
3.6.1 Top-up Licences can be purchased for payment, quarterly, in arrears by setting a volume buffer (cap of available Allocation Licences).
3.6.2 You will be charged for each additional Top-up Licence deployed up to and including the buffer.
4. PAYMENT AND INVOICING
4.1 Invoicing: You should note that:
4.1.1 Initial Allocation Licences are bulk purchased at the beginning of a Subscription Period, subject to your completion of an Order Form (Quote), and must be used within the Subscription Period. Unused Allocation Licences (including Top-up Licences) are not carried forward into subsequent Subscription Periods;
4.1.2 Top-up licences can only be purchased when you have used 90% of the allocation licences from a previous order; and
4.1.3 Frisk will send an e-mail reminder to Your main billing contact specified in the Order Form on or around thirty (30) days before the expiry of the Subscription Period.
4.2 Discounts: Volume discounts may be applied as described here when purchased directly ( via this form or by emailing firstname.lastname@example.org) and at Frisk’s discretion.
4.3 Payment of Fees:
4.3.1 The Fees for the initial Allocation Licences and “pay-as-you-go” Top-up Licences are payable immediately on presentation of Frisk’s invoice online or by bank transfer.
4.3.2 The Fees for the personalisation of Frisk Lessons or “buffer” Top-up Licences shall be invoiced in accordance with this Order Form and paid by the Customer within thirty (30) calendar days of the date of the date of Frisk’s invoice.
4.4 Interest on late payment: Interest will be charged at the rate of two per cent (2%) above the Bank of England base rate from time to time and will accrue daily on any late payment from the date of the invoice until the date on which payment is received.
4.5 Changes to the Fees and payment policy: Frisk reserves the right to change its payment policy and the Fees charged for Allocation Licences, with such changes becoming effective for the subsequent Subscription Period. Any change to Fees will be communicated to You during the renewal process. Unless otherwise stated, all Fees are quoted in British pounds sterling and exclude VAT and any and all other applicable taxes.
4.6 Quotes: Frisk’s quotes are valid for thirty (30) days from issue. If the Order Form is not signed and returned within this thirty day period, Frisk reserves the right to update its quotes.
5. CANCELLATIONS AND FEE REFUNDS
5.1 By accepting the Order Form, You instruct Frisk to commence work on the personalisation of Frisk Lessons as Custom Extras and will be responsible for the payment of all related Fees irrespective of whether the Frisk Lessons are deployed or Your feedback is given.
5.2 Subject to paragraph 5.1 (above), You may cancel your order to purchase the initial Allocation Licences at any time before: (a) You start rolling out; and/or (b) You or a User accesses any part of the ordered Frisk Lessons (which shall for this purpose be defined as access by You or a User of any of the Frisk Lessons) whichever happens first (the “Cancellation Period”).
5.3 If You cancel your order within the Cancellation Period, then Frisk shall refund You with any Fees paid for the Frisk Lessons in advance (except Fees paid or payable for Custom Extras).
5.4 You cannot cancel your initial order of Allocation Licences or subsequent Top-Up purchases, outside of the Cancellation Period, and will be responsible for all Fees applicable to the relevant Subscription Period.
5.5 Without limiting your other rights, You have the right to give notice to cancel your Subscription Period applicable to the buffer, with such cancellation having effect at the end of the relevant quarter.
6. DATA PROTECTION
6.1 In this clause, the following terms shall have the following meanings:
"controller", "processor", "data subject", "personal data", "processing" (and "process") and "special categories of personal data" shall have the meanings given in Applicable Data Protection Law; and
"Applicable Data Protection Law" shall mean all applicable data protection and privacy laws which apply to the parties, including: (i) the EU General Data Protection Regulation (Regulation 2016/679); (ii) the Data Protection Act 2018; (iii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iv) any and all applicable national data protection laws made under or pursuant to (i), (ii), or (iii) in each case as may be amended or superseded from time to time.
6.2 Frisk Online as a controller:
You acknowledge and understand that Frisk Online may act as a controller as set out in its Privacy Notice, available here: [https://www.frisk-online.com/policies/privacy-policy] ("Privacy Notice"). By signing this Order Form, You confirm that You will make this Privacy Notice available to any data subject that You allow to access or use the Services. Where Frisk Online acts as a controller, Frisk Online will comply with those obligations that apply to it under Applicable Data Protection Law.
6.3 Frisk Online as a processor:
You (the controller) appoints Frisk Online as a processor to process the personal data described in Annex B to this Order Form (the "Data") for the purposes of providing the "Customer" with access to and use of the Services as further set out in this Order Form (or as otherwise agreed in writing by the parties) (the "Permitted Purpose"). Each party shall comply with the obligations that apply to it under Applicable Data Protection Law. If Frisk Online becomes aware that processing for the Permitted Purpose infringes Applicable Data Protection Law, it shall promptly inform You.
You shall not disclose (and shall not permit any data subject to disclose) any special categories of personal data to Frisk Online for processing.
Frisk Online shall not transfer the Data outside of the European Economic Area ("EEA") unless it has taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. Such measures may include (without limitation) transferring the Data to a recipient in a country that the European Commission has decided provides adequate protection for personal data, to a recipient that has achieved binding corporate rules authorisation in accordance with Applicable Data Protection Law, to a recipient in the United States of America that maintains a valid and up-to-date EU-US Privacy Shield certification, or to a recipient that has executed standard contractual clauses adopted or approved by the European Commission.
Frisk Online shall ensure that any person it authorises to process the Data (an "Authorised Person") shall protect the Data in accordance with Frisk Online's confidentiality obligations under this Order Form.
Frisk Online shall implement appropriate technical and organisational measures to protect the Data (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorised disclosure of or access to the Data (a "Security Incident"). "Customer" may obtain further information as to Frisk Online's security measures by contacting Frisk Online via email (to the address listed below).
You consent to Frisk Online engaging third-party subprocessors to process the Data for the Permitted Purpose provided that: (i) Frisk Online maintains an up-to-date list of its subprocessors at [https://docs.google.com/document/d/1zbJY_sLfVvIushkCyW4Wfgbxt5bcDNaPl4G-D45acPI/edit?usp=sharing], which it shall update with details of any change in subprocessors at least 10 days' prior to any such change; (ii) Frisk Online imposes data protection terms on any subprocessor it appoints that require it to protect the Data to the standard required by Applicable Data Protection Law; and (iii) Frisk Online remains liable for any breach of this Clause that is caused by an act, error or omission of its subprocessor. You may object to Frisk Online's appointment or replacement of a subprocessor prior to its appointment or replacement, provided such objection is based on reasonable grounds relating to data protection. In such event, Frisk Online will either not appoint or replace the subprocessor or, if this is not possible, You may suspend or terminate this Order Form (without prejudice to any fees incurred by Frisk Online prior to suspension or termination).
Frisk Online shall provide reasonable and timely assistance to "Customer" (at Your expense) to enable You to respond to: (i) any request from a data subject to exercise any of its rights under Applicable Data Protection Law (including its rights of access, correction, objection, erasure and data portability, as applicable); and (ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the Data. You further acknowledge that the Frisk Online Portal enables You to manage the personal data of data subjects' directly. In the event that any such request, correspondence, enquiry or complaint is made directly to Frisk Online, Frisk Online shall promptly inform You providing full details of the same.
Frisk Online shall provide reasonable cooperation to "Customer" (at Your expense) in connection with any data protection impact assessment that may be required under Applicable Data Protection Law.
If it becomes aware of a confirmed Security Incident, Frisk Online shall inform You without undue delay and shall provide reasonable information and cooperation to "Customer" so that You can fulfil any data breach reporting obligations You may have under (and in accordance with the timescales required by) Applicable Data Protection Law. Frisk Online shall further take any such reasonably necessary measures and actions to remedy or mitigate the effects of the Security Incident and shall keep You informed of all material developments in connection with the Security Incident.
Upon termination or expiry of this Order Form, Frisk Online shall (at the "Customer's” election) destroy or return to You all Data in its possession or control. This requirement shall not apply to the extent that Frisk Online is required by applicable law to retain some or all of the Data, or to Data it has archived on backup systems, in which event Frisk Online shall securely isolate and protect from any further processing except to the extent required by such law until deletion is possible.
Frisk Online shall permit the "Customer" (or its appointed third-party auditors) to audit Frisk Online's compliance with this clause, and shall make available to You all information, systems and staff necessary for You (or Your third-party auditors) to conduct such audit. Such audit shall be conducted at Your own cost. Frisk Online acknowledges that You (or Your third-party auditors) may enter its premises for the purposes of conducting this audit, provided that You gives it reasonable prior notice of its intention to audit, conducts its audit during normal business hours, and takes all reasonable measures to prevent unnecessary disruption to Frisk Online's operations. You will not exercise its audit rights more than once in any twelve (12) calendar month period, except (i) if and when required by instruction of a competent data protection authority; or (ii) You reasonably believe a further audit is necessary due to a Security Incident suffered by Frisk Online.
If the "Customer" wishes to exercise any of its rights under this clause, You should contact Frisk Online by email at email@example.com.