Welcome to the Knowledge Share

Thank you for choosing Frisk Online Limited ("Frisk") as Your training provider. On completion of this form, we will contact you to discuss your options. The Knowledge Share Subscription is flexible: You can view a limited number of materials for free. Alternatively, if Your keen to contribute to the materials, we'll open up Your acces rights. We'll always let You know when new materials are available for review.

Please find a summary of the “Terms” applicable to Your Knowledge Share subscription. The agreement between us is comprised of the following documents:

Order Form (including the Annexes A, B and C)
Licence Detail Form (available online)
Terms and Conditions (available online as varied by, and for the purposes of, this Order Form)
Privacy Notice (available online and describes our collection and use of personal data)

Unless otherwise defined within this Order Form, defined terms shall have the meaning given in the Terms and Conditions. In the event of any conflict between the documents above, the document highest in the list shall prevail.

The documents comprising our agreement (as described above) apply to Your use of Training Materials whether during or after the relevant Subscription Period. However, You will not be automatically renewed, following the expiry of the relevant Subscription Period. You will receive an invitation, to discuss the availability of future upgrades, prior to the expiry of the relevant period (if applicable).

By signing and returning the Order Form, You confirm that You are an authorised representative of the Customer and have read and understood the Terms set out in the documents listed above.

Let us know if You have any questions.

Yours sincerely,


Frisk Online Team

Order terms

These Order Terms and the corresponding Licence Detail File 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 access and/or use of the Training Materials made available through the Knowledge Share.

1. LICENCE

1.1 The Training Materials are licensed for use by the Customer, for the Purpose (as described in the Terms and Conditions), during the Subscription Period, as indicated in the Order Form terms; in accordance with clauses 17.5, 17.6 and 17.7 of the Terms and Conditions and the Notice, as set out in the Knowledge Share (also copied into Annex C of this Order Form, for reference). Additional restrictions and permissions are are agreed on a case-by-case (ability to view only/download/share internally).

1.2 KNOWLEDGE SHARE Activities. Subject to our Terms, copyright and all other Intellectual Property Rights subsisting in each and every piece of information associated with the Training Materials, via the Frisk Website (www.frisk-online.com), in the associated course transcripts, via data collection forms and other Training Materials distributed by Frisk through online media channels (including (not limited to): vimeo, LinkedIn and the Go1 Content Hub), is owned by Frisk Online or its third-party licensors of such information. When You review Frisk’s Training Materials and provide feedback, You hereby irrevocably assign with full title guarantee to Frisk the copyright and all other Intellectual Property (IP) rights subsisting in any changes or suggestions that You make as a Knowledge Share contributor. See Terms and Conditions (KNOWLEDGE SHARE Activities definition) for more information.

2. THE SUBSCRIPTION PERIOD

2.1 The “Subscription Period” in respect of the Knowledge Share is twelve (12) months, 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).

2.2 For a paid licence, the start date of the Subscription Period commences when Frisk receives full payment of its fees. These fees are not covered by this agreement and detailed in an addendum. For the avoidance of doubt, by completing this Order Form, you have signed up to view a limited selection of the Knowledge Share Training Materials (upgrades will be subject to mutual agreement).

2.3 The start date of the relevant Subscription Period (when access to the Knowledge Share is granted) commences when: (a) Your Knowledge Share Free access begins, or (b) You elect to participate as a Knowledge Share Contributor.

2.4 The Subscription Period is stated as a fixed period within each invoice and/or subscription confirmation email. When a Subscription Period ends, it is in the past, and not the relevant Subscription Period.

2.5 When a subscription period ends, Your associated Knowledge Share benefits expire. These benefits include (but are not limited to): unused Allocation Licences and the permission to keep Using* the Training Materials You have previously accessed/downloaded.

2.6 During Frisk's renewal process, You must confirm your renewal to the Knowledge Share, before accessing or continuing to use the Training Materials, under the terms of this agreement.

* See Terms and Conditions for a definition of Use.

Access to the Knowledge Share:

2.6 Introduction. The Knowledge Share is maintained by Frisk through a Google® Sites Wiki and or Google® Sheet. You must have a Google® business email address to gain private access to the site, by submitting a request to support@frisk-online.com or by completing an Order Form.

2.7 You acknowledge that the Knowledge Share is accessed by Frisk’s Customers, using the privacy restrictions created by Google® Sites.

2.8 Knowledge Share materials can be made available, on an internal basis (for limited internal use by Your authorised employees/representatives and no other external party), outside Google® Sites, (Frisk staff members share links to Training Materials, with customers, by email) through Your business Google® Email Address.

2.9 Access is granted by Frisk through either (a) You receiving an invite to join the Knowledge Share, or (b) You receiving an email containing Knowledge Share links. Once Access is granted, the Cancellation Period described in clause 4.2 does not apply.

3. PAYMENT AND INVOICING

3.1 This order form is for free or contributory Knowledge Share users. The terms of paid subscriptions are set out on an addendum.

3.2 Changes to the Fees and payment policy: Frisk reserves the right to change its payment policy and the Fees charged for the Knowledge Share, with such changes becoming effective for the subsequent Subscription Period. Any change to Fees will be communicated to You during Frisk’s renewal process. Unless otherwise stated, all Fees are quoted in British pounds sterling and exclude VAT and any and all other applicable taxes.

3.3 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.

4. CANCELLATIONS AND FEE REFUNDS

4.1 The Frisk Online Shop’s Refund Policy (available: https://www.frisk-online.com/policies/refund-policy) does not apply to either this Order Form or KNOWLEDGE SHARE Activities.

4.2 Without limiting Your other rights, You have the right to give notice to cancel Your Subscription, with such cancellation having effect, within thirty days (no refunds will be given for unused portions of the relevant Subscription Period).

4.3 Frisk does not renew Your Subscription Period automatically. Renewals are subject to approval.

5. DATA PROTECTION

You might choose to supply us with the personal data of other staff members. In this case, we can subscribe these users to Knowledge Share materials. The following sections apply in this use-case scenario.

5.1 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.

5.2 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.

5.3 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 support@frisk-online.com.

This Annex forms part of the Order Form and describes the processing that the processor will perform on behalf of the controller. 

Controller

The controller is The Frisk Online business customer (“Customer”) who is contracting for Services from Frisk Online under this Order Form.

Processor

The processor is Frisk Online Limited, a UK company with company number 06534650 and registered office address 22 Downhurst Road, Ewhurst, Cranleigh, GU6 7QB.

Data subjects

The personal data to be processed concern the following categories of data subjects:

The employees of the controller, or any other person who is given access as a User of the Frisk Online Services by the controller, in accordance with the Purpose (as set out in the Terms and Conditions) and the terms of this Order Form.

Categories of data

The personal data to be processed concern the following categories of data (please specify):
IP Address of users paying for the service (all other data is hashed)
IP address plus name and email address of users.

Special categories of data (if appropriate)

The personal data to be processed concern the following special categories of data: None

Processing operations

The personal data will be subject to the following basic processing activities :
The processor shall process the personal data as described in this Order Form in order to provide the controller and its Users with access to and use of the Services, including (as applicable) the distribution of Frisk Lessons through SCORM Cloud dispatch, as permitted under the terms of this Order Form and the collection of key contacts as defined in the Order Form (for billing and consultancy purposes).

This includes the collection of the IP Address of each User (who accesses a Frisk Lesson via the TLMS), and storage of each user’s IP Address. Other user information is hashed during the SCORM Cloud dispatching process. The hash and IP Address is used to manage the licensing. Frisk reserves the right to collect the name and email of users to assist licensing, if necessary.

INTELLECTUAL PROPERTY

(APPLIES TO ALL USERS)

Training Materials means all: (i) materials; (ii) data; (iii) content; (iv) documentation; (v) creative, graphic and/or design assets; (vi) animations; (vii) user stories; (viii) persona; (ix) question banks; and (x) databases provided by or on behalf of Frisk under these Terms and Conditions in any format and/or media including, without limitation, Software, lessons, videos, printed materials, policy templates, e-courses, study packs, posters, computer disks, CD-ROMS, customisation forms, electronic documents and files, and online training materials.

Your use of the Training Materials (together with any documents referred to in the same) is subject to the Terms and Conditions set out at www.frisk-online.com/policies/terms-of-service (the 'Terms').

You must read the Terms carefully before using the Training Materials because they will apply to their use. In particular, you acknowledge and agree that you have read and understood clauses 17 (Intellectual Property, Licences, and Restrictions) and 19 (Confidentiality) and that in using the Training Materials will comply with these clauses as if you were a party to the Terms.

By downloading (if permitted in the Terms), accessing, and/or using the Training Materials, you confirm and accept that you will comply with the Terms. If you do not agree to the Terms, then you must not use the Training Materials.

These Training Materials are CONFIDENTIAL and valuable parts of Frisk’s intellectual property portfolio and all rights are reserved by Frisk Online Limited. © 2023 Frisk Online Limited.

By digitally signing this Order Form, You confirm that you are an authorised representative of the Customer and have read and understood the "Terms" comprising our agreement (as listed at the beginning of this Order Form). Any changes to the Your Order (including changes: (a) to the subscription options (including the benefits associated with contributor access) in 2 (order confirmation); and (b) agreed through the renewals process) will be documented and agreed between the parties in writing (which includes email).

Signed by an authorised representative of the “Customer”: