Terms and Conditions

"Content" means any and all information and material (including but not limited to scripts, videos (including performances and literary, artistic and musical material), articles, podcasts) published by Hyphae Learning on the Platform.

“Content Providers” means individual experts with whom Hyphae Learning work to create and provide the Content on the Platform.

“Contract” means the contract between Hyphae Learning and you in respect of your selected Independent Learning Course(s) and/or Subscription Package(s), and includes these Terms, our Platform pages setting out Course Fees and Subscription Fees, and our Privacy Policy .

“Course Fees” means the charges payable to Hyphae Learning in respect of the provision of the Independent Learning Course(s), as set out on the Platform from time to time.

“Independent Learning Course” means a free or paid for stand-alone course of Content made available to Subscribers from time to time subject to the additional Terms in Section 2.

“Intellectual Property Rights” means all intellectual property rights including without limitation, patents, rights to inventions, image rights, copyright and related rights (including without limitation all performers' property rights under Part II of the Copyright Designs and Patents Act 1988), trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Subscriber” means each consumer or commercial user (as applicable), authorised to access and use the Independent Learning Course(s) and/or Subscription Package(s) in accordance with these Terms.

“Subscription Fees” means the charges payable to Hyphae Learning in respect of the provision of the Subscription Package(s), as set out on the Platform from time to time.

“Subscription Package” means the applicable free or paid for packages of Content made available to Subscribers from time to time subject to the additional Terms in Section 2.

“Subscription Period” means:

(i) for an Independent Learning Course, the period during which you will have access to the relevant Independent Learning Course as specified under the relevant Independent Learning Course description;

(ii) for a Subscription Package, each period of 12 months from its start date or its anniversary, if extended.

“Visitor” means any person or business who has not registered for our Independent Learning Course(s) and/or Subscription Package(s) and who browses, views and interacts with our Platform without registering any personal information.

“you” means any person who accesses our Platform including but not limited to Visitors, Subscribers and Authorised Staff, as applicable.

3.2 We may update and change our Platform from time to time to reflect changes to our services, our Subscribers’ needs and our business priorities.

4.2 Where we have agreed under our Contract with you to provide you with the relevant Independent Learning Course(s) and/or Subscription Package(s), we shall use commercially reasonable endeavours to make the Platform the Independent Learning Course(s), and/or Subscription Package(s) available to you at all times. If we need to suspend or withdraw or restrict any part of the Platform, we will try to give you reasonable notice of this.

4.3 Our ability to provide the Content and make the Platform available may be impaired by conditions or circumstances that are beyond our control such as disruptions by third party service providers. In such circumstances we will notify you (where appropriate) and take reasonable action to minimise the disruption caused, but some interruptions may be unavoidable.

5.1.1 not do anything likely to impair, interfere with or damage or cause harm or distress to any persons identified on our Platform;

5.1.2 not re-sell, promote for resale or for any commercial use, the Content or any outputs from the Content and the Platform or engage in any other similar commercial activities except that you may use the Content in accordance with the Subscriber Terms in Section 2;

5.1.3 comply with instructions issued by Hyphae Learning (or its employees or representatives) from time to time relating to the Platform and/or in connection with your Independent Learning Course(s) and/or Subscription Package(s);

5.1.4 co-operate with us in respect of security or other checks or requests for information reasonably made by us from time to time;

5.1.5 not use the Content or Platform to do anything that will infringe the rights of any parties, including without limitation, Hyphae Learning's and its licensors or any third party’s Intellectual Property Rights, or anything which may cause injury to, invade the privacy of or otherwise violate the rights of any person;

5.1.6 not conduct, facilitate, authorise, or permit any text or data mining or web scraping in relation to our Platform or any Content provided via our Platform. This includes using (permitting, authorising or attempting the use of):

(a) any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Platform or any data, Content, information or Services accessed via the same.

(b) any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.

The provisions in this clause should be treated as an express reservation of our rights in this regard, including for the purposes of Article 4(3) of Digital Copyright Directive ((EU) 2019/790).

This clause 5.1.6 shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us;

5.1.7 not use any information obtained from the Platform, the Independent Learning Course(s) and Subscription Package(s) other than in accordance with these Terms;

5.1.8 contact us immediately using hello@hyphaelearning.com if you suspect fraudulent, unlawful or illegal use of the Platform and/or the Independent Learning Course(s) and/or Subscription Package(s);

5.1.9 notify us immediately upon becoming aware of any circumstances where any Intellectual Property Rights or any other rights of Hyphae Learning may have been infringed;

5.1.10 use the information retrieved from the Content and/or the Platform at your own risk;

5.1.11 be solely responsible for any illegal conduct, infringement of Hyphae Learning’s or any third-party Intellectual Property Rights and/or any breaches in any applicable laws and legislation resulting from your use of the Platform; and

5.1.12 comply with the Terms and all applicable laws, regulations, directives and legislation which apply to your use of the Platform and/or Independent Learning Course(s) and/or Subscription Package(s) including without limitation any and all export control laws and regulations of the country in which you are physically located.

5.2 Hyphae Learning reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is an actual breach or threatened breach of the Terms set out in this clause 5.

6.2 Except to the extent permitted in Section 2 below, you are expressly prohibited from:

6.2.1 reproducing, copying, editing, transmitting, uploading, or incorporating into any other materials, any of the Content and/or information received through your use of the Content and our Platform;

6.2.2 removing, modifying, altering, or using any of Hyphae Learning’s branding including but not limited to registered or unregistered marks/logos within any Content and on our Platform; and

6.2.3 doing anything which may be seen to take unfair advantage of the reputation and goodwill of Hyphae Learning or could be considered an infringement of any of the Intellectual Property Rights owned or licensed to Hyphae Learning.

7.2 Links to third party sites and resources may from time to time be made available on our Platform. Where our Platform contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval / endorsement by us of those linked sites or the information you may obtain from them. We have no control over the contents of those sites or resources and we accept no responsibility for the availability, suitability, reliability or content of such third-party sites and resources.

8.1.1 we do not exclude or limit our liability in any way to you where it would be unlawful to do so. This includes liability for death or personal injury cause by our negligence and for fraud or fraudulent misrepresentation; and

8.1.2 different limitations and exclusions of liability will apply to liability arising under a Contract as set out in the Subscriber Terms in section 2 below.

8.2 Hyphae Learning shall not incur any liability to any user (i.e. Visitor, Subscriber or Authorised Staff) on account of any loss or damage resulting from any delay or failure to comply with all or any part of these Terms if such delay or failure is caused by circumstances beyond the control of Hyphae Learning.

8.3 Hyphae Learning shall not be responsible under any circumstances if you are unable to access the Platform and/or your Independent Learning Course(s) and/or Subscription Package(s) due to any software and hardware features or functionality of your personal computer / device.

8.4 Subject to clause 8.1 and to the maximum extent permitted by law, Hyphae Learning excludes all representations, warranties, obligations and liabilities in connection with the information provided through the Content and/or the Platform, including but not limited to warranties of satisfactory quality, non-accuracy, completeness, reliability, fitness for a particular purpose or otherwise.

10.2 If you are a commercial user, these Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales except that we may bring claims for injunctive relief and/or execution of a judgment in any court of competent jurisdiction.

11.2 These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any Terms set out herein.

11.3 You should print and keep a copy of these Terms, which (in addition to the Independent Learning Course and/or Subscription Package information and pricing) form the entire agreement between you and Hyphae Learning and supersede any other communications or advertising in respect of the Independent Learning Course(s) and/or Subscription Package(s) and the Platform.

11.4 No delay in exercising or non-exercise by you and/or Hyphae Learning of any rights under or in connection with these Terms shall operate as a waiver or release of each of your or Hyphae Learning’s rights. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

12.1.1 be legally capable of entering into binding contracts;

12.1.2 provide to us true, correct and accurate information for the purposes of your registration;

12.1.3 not be a competitor of Hyphae Learning; and

12.1.4 not in any way prohibited by any applicable law to enter into these Terms.

12.2 By applying to register as a Subscriber, you warrant that you can and undertake that you will comply with the requirements specified in clause 12.1.

12.3 In order to register you as a Subscriber, you will be required to:

12.3.1 complete the registration form on our Platform;

12.3.2 verify your email address to activate your account; and

12.3.3 select your preferred Independent Learning Course(s) and/or Subscription Package(s) and pay the Course Fees and/or Subscription Fees (if applicable).

12.4 Notwithstanding the foregoing, we reserve the right at our sole and absolute discretion and for any reason whatsoever to accept or reject your application as a Subscriber.

13.1.1 in the case of free Independent Learning Courses and/or Subscription Packages, your compliance with these Terms;

13.1.2 in the case of paid Independent Learning Courses and/or Subscription Packages, the payment of Course Fees and/or Subscription Fees;

Hyphae Learning shall provide the Independent Learning Course(s) and/or Subscription Package(s) for which you have subscribed.

13.2 The date for the commencement of your Contract with Hyphae Learning shall be the date you register as a Subscriber with Hyphae Learning and such Contract shall be effective and in force until terminated by either party in accordance with these Terms.

14.2 You undertake to promptly inform us at hello@hyphaelearning.com or make the necessary changes within your account in the event that any information that you have provided to us changes or becomes inaccurate.

14.3 If an Authorised Staff member of the Subscriber organisation is no longer authorised by the Subscriber organisation or a new Authorised Staff member is to be added, the organisation contact person must immediately notify us so that we can terminate or approve such individual’s access to the Independent Learning Course(s) and/or Subscription Package(s).

14.4 To access your Independent Learning Course(s) and/or Subscription Package(s), you will need a username / email address and password (“Login Details”). You must not share your Login Details with any other person, and you must keep your Login Details confidential and secure. Without prejudice to Hyphae Learning’s other rights and remedies, we reserve the right to immediately disable your Login Details and suspend your access to the Independent Learning Course(s) and/or Subscription Package(s) and/or the Platform (in part or in whole) if we have reason to believe that you have breached clause 6.2 or this clause 14.4.

14.5 Notwithstanding clause 14.4 above, you shall at all times be fully liable to Hyphae Learning for your breach of these Terms and for any additional Course Fees and/or Subscription Fees that may apply if another person uses your Login Details to access your Independent Learning Course(s) and/or Subscription Package(s).

15.2 Once an organisation is accepted and registered as a Subscriber and/or purchased an Independent Learning Course and/or Subscription Package, the Subscriber organisation’s primary contact shall be required to provide us with the contact details (i.e. full name and e-mail address) of each Authorised Staff member and the Independent Learning Course(s) and/or Subscription Package(s) for which they are authorised.

15.3 We will provide a verification link to each Authorised Staff member to activate their subscription.

15.4 If you know or suspect that anyone other than you knows your Login Details, you must promptly notify us at hello@hyphaelearning.com .

16.2 Hyphae Learning is the owner or the licensee of all Intellectual Property Rights in the Content published on our Platform. Those works are protected by all applicable Intellectual Property Rights and all such rights are reserved.

16.3 Except as permitted by this clause 16.3, you must not download any Content from our Platform. You may download one copy of any attachments marked as “downloadable” (“Downloadable Content”) for your personal use only. However, you may draw the attention of others to such Downloadable Content by sharing a link to it, as long as you make it very clear that our Platform is the source of the Downloadable Content you are sharing.

16.4 You must not modify the Downloadable Content in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

16.5 Our status (and that of any identified Content Providers or other contributors) as the authors of the Downloadable Content must always be acknowledged.

16.6 If you print off, copy, download, modify, share or repost any part of our Downloadable Content, Content and/or Platform other than as permitted under these Terms, your right to use our Platform and your Independent Learning Course(s) and/or Subscription Package(s) will cease immediately and you must destroy any copies you have made and, upon request, certify to us that you have done so.

17.2 Where an Independent Learning Course or Subscription Package is free of charge, you will only be able to take out a one-off subscription for such Independent Learning Course or Subscription Package.

17.3 Where Course Fees and/or Subscription Fees are payable for an Independent Learning Course and/or Subscription Package, you shall pay the Course Fees and/or Subscription Fees using the method of payment set out on the Platform and you shall only be granted access to the Independent Learning Course and/or Subscription Package once we have received electronic confirmation from the payment provider that the relevant Course Fees and/or Subscription Fees have been paid. Save as expressly stated in clause 18, all Course Fees and Subscription Fees are non-refundable.

17.4 In the case of Independent Learning Courses:

17.4.1 each Independent Learning Course shall be available for the period set out in the description of the relevant Independent Learning Course on our Platform; and

17.4.2 where Course Fees are payable, payment of the Course Fees for each Independent Learning Course may be made in equal instalments in advance, or upfront in advance.

17.5 In the case of Subscription Packages:

17.5.1 each Subscription Package shall be available for the Subscription Period;

17.5.2 where Subscription Fees are payable, payment of the Subscription Fees for each Subscription Package may be made either monthly in advance in equal instalments, or upfront in advance;

17.5.3 you may opt to either upgrade each Subscription Package upon written notice at any time or downgrade a Subscription Package by providing us with 3 months prior written notice. Where Subscription Fees are payable:

(i) if you have opted to pay in instalments for the relevant Subscription Period, you will be notified of the changes to your instalment payment plan; or

(ii) if you have paid the full Subscription Fees for the Subscription Period upfront, we will refund any excess payment (for downgrades) as soon as possible after activating your downgraded Subscription Package or request that you pay any additional amounts before activating your upgraded Subscription Package.

Your revised Subscription Package shall be made available to you: (i) within 14 days for an upgrade; or (ii) by the end of the third month for a downgrade, from the date of receipt of your notice and provided that you have made any additional payments requested for paid-for Subscription Package(s); and

17.5.4 where Subscription Fees are payable, the Subscription Package shall automatically renew at the end of each Subscription Period for a new Subscription Period. Hyphae Learning will notify you of the upcoming renewal of your Subscription Package 30 days before the end of the Subscription Period. Such notification shall also contain details of how you can cancel the renewal of your Subscription Package at the end of the current Subscription Period if you do not wish to renew it. If you opt to not renew your Subscription Package, your access to any Content within the Subscription Package shall automatically terminate at the end of the then current Subscription Period.

18.2 As a consumer, you have a legal right to cancel an Independent Learning Course and/or Subscription Package under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013) within fourteen (14) days after the day the purchase for the Independent Learning Course and/or Subscription Package is made (“Cancellation Period”) unless you have downloaded the Content.

18.3 When you pay the relevant Course Fees and/or Subscription Fees for your Independent Learning Course and/or Subscription Package, you acknowledge and agree that you are clearly asking Hyphae Learning to immediately start providing you with access to the Content before the end of the Cancellation Period, because, on payment of the relevant Course Fees and/or Subscription Fees, you can immediately access the Content via the Platform.

18.4 If you cancel an Independent Learning Course and/or Subscription Package during the Cancellation Period as described in clause 18.2 above (and it is not downloaded), you will already have started accessing your Independent Learning Course and/or Subscription Package (see clause 18.3). You will therefore receive a refund of the Course Fees and/or Subscription Fees (as applicable) less a pro rata proportion of the Course Fees and/or Subscription Fees representing the provision of the services up to and including the date of the Cancellation Notice in accordance with clause 18.2.

18.5 You can notify us of your decision to cancel the Independent Learning Course and/or Subscription Package by writing to us by email at hello@hyphaelearning.com [or by cancelling your Independent Learning Course and/or Subscription Package through your account] (“Cancellation Notice”). The Cancellation Notice will be effective from the date you sent us the e-mail [or the date on which you opted for the cancellation through your account] . Advice about your legal right to cancel a contract is available from your local Citizens' Advice Bureau.

18.6 Hyphae Learning will process the refund due to you as soon as possible and, in any case, within fourteen (14) calendar days of the Cancellation Notice.

18.7 If your Subscription Package auto-renews in accordance with clause 17.5.4, the Cancellation Period in clause 18.2 shall also apply as if the renewal was for a new Subscription Package and you may exercise your right to cancel the Subscription Package if you wish. Cancellation shall be subject to the Terms set out in this clause 18.

19.2 Subject to clause 19.3, Hyphae Learning may terminate your Independent Learning Course(s) and/or Subscription Package(s) at any time and for any reason on the provision of at 14 days written notice to you. In such case, Hyphae Learning shall provide you with a pro-rated refund of any Course Fees and/or Subscription Fees paid and representing any unused period of the Independent Learning Course(s) and/or Subscription Package(s).

19.3 We may suspend your access to the Independent Learning Course(s) and/or Subscription Package(s) where your payment is delayed. Hyphae Learning will re-activate your access upon receipt of all outstanding Course Fees and/or Subscription Fees within a period of 30 days. Hyphae Learning will use reasonable efforts where possible to provide you with payment card update request(s).

19.4 Without prejudice to any other rights and remedies available to it, Hyphae Learning reserves the right to terminate your access to the Independent Learning Course(s) and/or Subscription Package(s) and/or the Platform immediately if Hyphae Learning believes that:

19.4.1 you have failed to make payment of any Course Fees and/or Subscription Fees more than 30 days after they became due;

19.4.2 you have failed to comply with one or more of these Terms;

19.4.3 you have provided us with false, inaccurate or misleading information in respect of your registration as a Subscriber;

19.4.4 we believe that there has been fraudulent use, misuse or abuse of the Content and/or Platform, including any breach of clause 5;

19.4.5 we believe that you are re-selling or promoting the Content for resale or if you are otherwise engaged in similar activities in breach of the permissions granted to you under these Terms;

19.4.6 you have failed to comply with clause 20.3 (below), and

you will not be entitled to any refund of your Course Fees and/or Subscription Fees and Hyphae Learning shall have no liability to you.

19.5 If your access to the Content, Platform and/or Independent Learning Course(s) and/or Subscription Package(s) has been terminated (in whole or in part) by Hyphae Learning in accordance with these Terms, your access to such Content shall cease from the time the termination is due to come into effect and you must delete all previously downloaded, printed or copied material.

For consumer Subscribers

20.1 If Hyphae Learning fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of the Terms. The amount that we will be liable for where such loss or damage is proven to arise out of our negligent provision of the Content shall be limited in aggregate to the greater of (i) the Course Fees and/or Subscription Fees paid by you to Hyphae Learning under your Contract; or (ii) £1.

20.2 Under no circumstances shall Hyphae Learning be responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of a breach of these Terms by Hyphae Learning or if it was contemplated by Hyphae Learning and you at the time this Contract was entered into.

20.3 Where you are a consumer Subscriber, you must only use the Content and Platform for your own personal use. You agree not to use the Content and Platform for any commercial, business or re-sale purpose, and Hyphae Learning shall have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

For commercial Subscribers

20.4 Hyphae Learning’s maximum aggregate liability to you under any claim arising from or in connection with your Contract, whether arising in contract, tort (including negligence) or otherwise, shall not exceed the amount of the Course Fees and/or Subscription Fees paid by you to Hyphae Learning in accordance with these Terms in the 3 months preceding the date of the claim.

20.5 Subject to clause 8.1.1, Hyphae Learning will under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for (i) any loss of profits, sales, business, or revenue; (ii) loss or corruption of data, information or software; (iii) loss of business opportunity; (iv) loss of anticipated savings; (v) loss of goodwill; or (vi) any indirect or consequential loss.

20.6 In the event that a claim or action is brought against Hyphae Learning in connection with or arising from your activities or use/misuse of the Independent Learning Course(s) and/or Subscription Package(s) and/or the Platform, including any breach by you of these Terms or any charges or complaints made by other parties against you, you agree to pay, hold harmless and defend Hyphae Learning in such claim or action. You also agree not to make any admissions of liability without express consent of Hyphae Learning, and to co-operate as required by Hyphae Learning in the defence of any claim and allow Hyphae Learning to assume the exclusive defence and control of such matter.