Online Legal Learning

WEBSITE TERMS AND CONDITIONS OF USE AND SERVICE

WHEREAS
I.    Spence Learning (Pty) Ltd (“Spence Learning”) is a private company incorporated in accordance with the laws of the Republic of South Africa.
II.    Spence Learning provides online learning courses to those who register as Users on the Spence Learning website. 
III.    These terms and conditions include the Spence Learning privacy policy terms set out in Clause 9 of these Terms, available on the Website apply to any user (“the User”) who (I) visits the Spence Learning website, and (II) registers for or who applies for an account on the Spence Learning website at www.spencelearning.co.za, or through any other medium, mobile application, website, electronic service or Application Programming Interface (“API”).
IMPORTANT FOR YOU, THE USER, TO NOTE PRIOR TO USING OUR WEBSITE OR ANY OF OUR SERVICES: 
I.    Please read the whole of this document in line with the “Definitions” and “Interpretations” column set out below. 
II.    These terms and conditions govern the use of the Spence Learning website and services. By visiting or using the Spence Learning website and/or opening an account with Spence Learning, you are deemed to have accepted these terms and conditions, and you continue to accept such terms and conditions each time you use the Spence Learning website services, visit our website, or use our services. Note: if you do not agree to these Terms, you may not continue to access the Spence Learning website or utilise our services. Should you continue to do so, you are deemed to have accepted ALL of the Terms and these shall be binding on you.
III.    These terms and conditions may be changed from time to time by Spence Learning. By accessing and using our website through your online account, you acknowledge and accept that you are bound by the current terms and conditions as set out on the website at the time of your access, and you shall be bound by the current version of the terms and conditions, with all previous versions being superseded by the current version of the website at the time.
IV.    These changes shall be implemented from time to time due to various factors, including but not limited to, changes in local regulations, amendments in legislation, and changes in the business needs of Spence Learning.
V.    The User’s acceptance of these terms and conditions is, for the purposes of these terms, deemed to have taken place at our head office which is situated at 37 Culemborg, Green Way, Pinelands, Cape Town, 7405.
VI.    By accepting these Terms, you accept that you are entirely responsible for compliance with any local legislation, regulation and rules applicable in South Africa as well as the country of which you are a citizen/permanent resident. You are entirely responsible for ensuring that by accessing or using our Services, that you are lawfully permitted to do so in the jurisdiction of which you are a citizen/permanent resident or the jurisdiction from which you are accessing your Spence Learning Account. 
VII.    You are also responsible for ensuring compliance with your own tax affairs and regulatory affairs in every jurisdiction in the world whilst accessing the Services or accessing our website. Spence Learning is under no obligation to inform you of any of your obligations and/or duties, and you remain responsible for obtaining the necessary advice regarding your obligations and/or duties. 
VIII.    Our collection, storage, processing and use of personal information in connection with the Website and Services is as provided in the Spence Learning’s privacy provisions below. Spence Learning may make available any Personal Date or information to any associated third party to render aspects of the Services to you, or if there is a complaint, dispute or conflict which requires the Personal Data or information.
IX.    Should you have any objection to any change in these Terms, you must notify us in writing and/or telephonically that you wish to terminate your online access with us.
X.    These Terms replace any prior agreements and/or arrangements with the User. Spence Learning reserves the right to immediately terminate these Terms, to cease rendering any Service to you, or any portion of the Services, or to refuse to permit you to have access to the Website or Service at any point in time, for any reason whatsoever. 
 
1.    DEFINITIONS 
For the purposes of these Terms, the below-mentioned words must be interpreted in accordance with its definition set out below:
1.1.    Spence Learning Account, means your account on our website and encompasses your Login Details, your rights of access as well as permissions;
1.2.    Intellectual Property, includes the Spence Learning website, all content available on the website or in connection with Spence Learning (I) all inventions, whether patentable or unpatentable (and whether or not reduced to practice), all improvements thereto, and all "patents" including all patents and patent disclosures and applications, and registered design and registered design applications, together with all reissuance, continuations, continuations-in-part, revisions, extensions and re-examinations thereof, (II) all "trademarks," including registered or unregistered Trademarks, registered or unregistered service marks, and all translations, adaptations, deviations, combinations, applications, registrations and renewals in connection with any registered or unregistered Trademark or servicemark, and all trade names, trade dress and logos, (III) all "copyrights," meaning all registered copyrights, copyright applications, copyrightable works, and unregistered copyrights, and all applications, registrations, and renewals in connection therewith, (IV) all mask works and all applications, registrations, and renewals in connection therewith, (v) all confidential information, (VI) all computer software, code and software licenses (including data and related documentation), (VII) all other similar proprietary rights, and (viii) all copies and tangible embodiments of the foregoing, in whatever form or medium;
1.3.    Intellectual Property Rights, means Spence Learning’s Intellectual Property, in any part of the world, including any changes or additions; 
1.4.    Login Details, means the unique username and secret password you need to access your Online Account.
1.5.    Loss, means any claim, demand, losses, damages, penalties, interest, charges, expenses of whatsoever nature, whether direct or indirect, consequential, special, general, penal, extrinsic, or exemplary charges or losses;
1.6.    Material means any electronic, video, written, online or course material obtained from Spence Learning (howsoever obtained) and/or from the Website;
1.7.    Party, means any party to this agreement (Spence Learning and the User); 
1.8.    Personal Data and/or Personal Information, means all of personal data and confidential information and/or personal information, including the identity number and name, personal contact details and bank account details of the User;
1.9.    Service, means all services provided by Spence Learning to the User; 
1.10.    Terms, means the Terms and Conditions for use of the Spence Learning website;
1.11.    Website, means www.spencelearning.com or its affiliated websites, blogs, or websites;
1.12.    User, means you, the user of our website and services or person who visits our website and/or makes use of our Services;
2.    INTERPRETATION
In this Agreement, unless the context indicates a contrary intention:  
2.1.    the word "agreement" refers to this agreement and the words "clause" or "clauses" refer to clauses of this Agreement;
2.2.    clause headings are for convenience and are not to be used in its interpretation;
2.3.    an expression which denotes –
2.3.1.    any gender includes the other genders;
2.3.2.    a natural person includes a juristic person and vice versa; and
2.3.3.    the singular includes the plural and vice versa.
2.4.    Any substantive provision, conferring rights or imposing obligations on a Party and appearing in any of the definitions in this clause 1 or elsewhere in this Agreement, shall be given effect to as if it were a substantive provision in the body of the agreement.
2.5.    Words and expressions defined in any clause shall, unless the application of any such word or expression is specifically limited to that clause, bear the meaning assigned to such word or expression throughout this Agreement.
2.6.    Where figures in this Agreement are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail, unless the context indicates a contrary intention.
2.7.    Reference in this Agreement to "days" shall be construed as calendar days unless qualified by the word "business", in which instance a "business day" shall be any day other than a Saturday, Sunday or public holiday as gazetted by the government of the Republic of South Africa from time to time.  Reference to "business hours" shall be construed as being the hours between 08h30 (eight hours and thirty minutes) and 17h00 (seventeen hours) on any business day, and time shall be based upon South African Standard Time.
2.8.    Unless specifically otherwise provided in this Agreement, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a business day, the next succeeding business day.
2.9.    The words "include" and "including" mean "include without limitation" and "including without limitation".  The use of the words "include" and "including" followed by a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it.  The application of the eiusdem generis rule is therefore excluded.
2.10.    Where this Agreement requires a Party to use its “best endeavours” or "reasonable endeavours" in relation to an act or omission, that Party shall do all such things as are or may be reasonably necessary or desirable so as to achieve that act or to omit taking an action, unless the Parties agree that it is not reasonable to take the action or to omit taking an action.  
2.11.    No provision herein shall be construed against or interpreted to the disadvantage of a Party by reason of such Party having or being deemed to have structured, drafted or introduced such provision.
2.12.    The expiration of this Agreement shall not affect such of the provisions of this Agreement that expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.
2.13.    Not all terms are in defined order, and where any words such as “including”/ “excluding” are used, together with specific examples, then such words will not limit the scope of the example referred to, and shall apply to all examples used in these Terms.
2.14.    The terms "user", “you" and “your” are used interchangeably in these Terms and refer to all persons accessing the Services or Website for any reason whatsoever. Accordingly, the terms “us”, “our” or “we” used refers to Spence Learning or its possession.
3.    THE SERVICE
3.1.    The main Service Spence Learning provides is an online learning platform where Users can register for an Spence Learning Account, register for online classes, as well as where further information can be obtained about Spence Learning, its service(s), general information and where messages can be sent to the company and as its staff.
3.2.    Unless otherwise agreed to in a separate written agreement between Spence Learning and the User, the Service is made available solely for the User’s personal use. Accordingly, the User may NOT register for an online account on behalf of anyone but himself or herself. 
3.3.    The User may only login and access the Spence Learning website, a Spence Learning Account if he or she has registered for a Spence Learning Account. When a User subscribes for content or any Learning Plan, the User will be provided with access within 3 (business) days of subscribing and paying for same.
3.4.    When applying for a Spence Learning Account, the User must provide with Spence Learning with contact details: contact number and e-mail address. The User must further provide consent for Spence Learning to be allowed to retain the provided contact details for a minimum of 6 (six) years.
3.5.    Should the User attempt to furnish any false and/or fraudulent information, this constitutes a material breach of this agreement, and Spence Learning reserves the right to terminate this agreement and/or suspend the User’s registered account. Spence Learning also retains its right to  report the User to the relevant regulatory authority.  
3.6.    Spence Learning reserves the right to accept or decline any request to register a Spence Learning Account, or reject any request to participate in a Spence Learning class. The decision to do so is at the sole discretion of Spence Learning and may be effected without providing reasons for the said acceptance or refusal.
3.7.    Once the User submits a reservation request to book a class or course, he or she agrees to and shall pay the invoiced amount in accordance with the provided invoice, alternatively, shall pay via an online payment gateway online.  Please note that we do not control such payment gateways and/or payment processors, nor do we store any data and/or personal information and/or information which you submit via the online payment gateway. When you effect payment via a payment gateway, you do so entirely at your own risk. It is not recommended to use payment gateways whilst utilising public wifi. 
3.8.    You agree to pay any invoiced amounts within 24 (twenty four hours) of Spence Learning sending you an invoice. 
3.9.    Reservations for a class are non-transferrable and may not be postponed or by a User. Any access to any materials is at the discretion of Spence Learning. Users should note that payment of the invoices is for payment of attendances of the classes only on a once-off basis. Therefore, no right to any recordings of classes accrue at any time, nor the right to access any study platform which Spence Learning uses.
3.10.    Spence Learning further reserve the right to cancel and/or postpone a class, lecture or webinar at its convenience but with reasonable and timeous notice.
3.11.    All online learning sessions and communications of Spence Learning shall be in English (RSA).
3.12.    Users or any other persons shall not access any Spence Learning material, classes or online sessions without having made the necessary payments within the prescribed time period. 
3.13.    Courses are primarily held through Zoom and/or Google Meet. The User may not record any of the courses nor may the User share any resources obtained from Spence Learning with any third party
3.14.    Once paid for, bookings for classes are final and non-refundable. This applies notwithstanding a User’s presence in or absence from the class, or whether such notice is given in advance. There shall be no pro-rata refunds of any course fees, as the nature of the courses are that a course fee is charged for the WHOLE course, and not per session. 
3.15.    Spence Learning’s content on any of its platforms is strictly subject to copyright and shall not be distributed to third parties.
3.16.    Users must not share, distribute, replicate, copy, or sell any information which has been obtained from Spence Learning or any staff member or attendee of Spence Learning’s programmes. 
3.17.    The User make use of the Service at his or her own risk. Spence Learning shall not be held liable for any Losses which may be incurred by the User for any reasons whatsoever. 
3.18.    Subject to compliance with the Terms, Spence Learning grants the User a personal, non-exclusive, non-assignable and non-transferable license to use and display all content and information contained on the Website on any machine which the User is the primary user. However, nothing contained on the Website should be construed as granting any licence or right to use any Intellectual Property or any Intellectual Property Rights of Spence Learning without the prior written consent and authorisation of Spence Learning. Users must not copy, tamper with or attempt to tamper with any aspect of the Spence Learning website or another user of our Service. A User will after 3 (three) months of he course cease to attempt to use any Spence Learning material.
3.19.    The Service may be made available or accessed in connection with third party services and content (including advertising) that Spence Learning does not control, in which case Spence Learning does not in any way endorse such third party services or content, and Spence Learning shall not be held liable for any services or products in connection with such third party provider.
4.    ONLINE LEARNING EXPERIENCE
4.1.    The User understands that he or she is entirely responsible for his or her own learning and for timeous submission of assignments, where any assignments available for submission. Should the User not submit the assignments within 30 (thirty) days of submission, Spence Learning shall not mark the assignments submitted by him or her.
4.2.    IMPORTANT TO NOTE: Depending on the country of which you are a citizen and/or resident, you may or may not have access to some of or all of the Services. Spence Learning does NOT warrant that your use of the Services or access to the website will be lawful in the country from where you are utilising the Services. 
4.3.    Further, Spence Learning cannot and does not guarantee that the learning sessions or courses will proceed without being interrupted by, inter alia, loadshedding and/or connectivity issues. In which case Spence Learning reserves the rights to postpone and/or reschedule any session(s) which have been interrupted at its convenience. 
4.4.    Spence Learning further cannot and does not guarantee the User will pass any of the Spence Learning courses, or the assessments he or she is utilising the Service in preparation for. The User hereby acknowledges that Spence Learning does not guarantee that she or he shall pass any upcoming assessments and warrants that she or he shall not hold Spence Learning or any of its affiliates liable because she or he has failed an assessment. 
5.    USER’S SPENCE LEARNING ACCOUNT REQUIREMENTS AND RESPONSIBILITIES
5.1.    The User must only register a Spence Learning Account if she or her meets the below-mentioned criteria. This provides the requirements to open an account with Spence Learning. By accessing the Website and applying for use of the Service and/or using the Service, the User warrants that he or she shall:
5.1.1.    have sufficient internet connectivity in order to access the Service;
5.1.2.    only register a Spence Learning Account using true and accurate information to Spence Learning;
5.1.3.    familiarise himself or herself with all the laws applicable to his or her ability to access the Services and his or her Spence Learning Account; 
5.1.4.    not attempt to access any other User’s Spence Learning Account, whether with consent or not;
5.1.5.    not share any Spence Learning resources under any circumstance whatsoever;
5.1.6.    not post, upload, replicate or transmit any abusive content on the website that is or could reasonably be considered threatening, harassing, defamatory, abusive, racist, sexist, discriminatory, in breach of confidence, in breach of privacy or restrict any user in any way from properly utilising the Services, or be otherwise inappropriate;
5.1.7.    only operate a Spence Learning Account or attempt to access any Material or access permitted by Spence Learning in his or her own name;
5.1.8.    not attempt to and/or breach any Intellectual Property Rights of Spence Learning, nor attempt to replicate, steal, copy or make use of any Intellectual Property Right of Spence Learning for his or her own commercial gain or for any purpose without the express written consent of Spence Learning.
5.2.    Should the User be in breach, or should Spence Learning reasonably suspect that the User has breached and/or attempted to breach, any of the warranties contained in clause 5.1 above, Spence Learning may immediately revoke his or her access to the Spence Learning Account, or restrict his or her access to the Spence Learning Account, whether it be temporarily or permanently. 
6.    SUITABILITY FOR USE
6.1.    The User shall be responsible for obtaining the necessary data network access, hardware and software to utilise the Service. His or her mobile network’s data and messaging rates and fees may apply if he or she accesses or uses the Service from a wireless-enabled device and he or she shall be responsible for such rates and fees. 
6.2.    The User shall be responsible for acquiring and updating compatible hardware or devices necessary to access and use the Service and Website and any updates thereto. Spence Learning cannot and expressly does not guarantee that the Service, or any aspect thereof, will function on any particular hardware or devices. In addition, the Service and the use of the User’s Spence Learning Account and/or Google Classroom may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. 
6.3.    Spence Learning shall not be held liable for any Losses that the User may incur whilst utilising the Service.
7.    HYPERLINKS AND OTHER SITES
7.1.    The Website may include links to other internet websites ("the Other Sites"). Spence Learning does not own or endorse the Other Sites and is not responsible for the information, material, products or services contained on or accessible through the Other Sites. Any such hyperlinks do not imply any endorsement, agreement on or support of the content or products of such target sites.
7.2.    Spence Learning does not purport to own the content on Other Sites which may be shown on the Website. Should the owner of any content showcased on the Website want the content to be removed, please send an email to  bookings@spencelearning.co.za and Spence Learning will liaise with you on the removal of the content.
7.3.    The Website may contain advertisements. Any sponsor of such advertisement is responsible for ensuring that material submitted for inclusion on the website complies with all applicable laws and regulations.
8.    INTELLECTUAL PROPERTY PROTECTION
8.1.    All Intellectual Property and Intellectual Property Rights owned (or co-owned or licenced, as the case may be) by Spence Learning, its directors, associates and/or partners, or any of its affiliates, whether directly or indirectly, and as such, are protected from infringement by domestic and international legislation, regulations and treaties. 
8.2.    Subject to the rights afforded to the User in these Terms, all other rights to all Intellectual Property are reserved. 
8.3.    The User shall comply with all applicable laws and regulations pertaining to any Intellectual Property Rights in respect of any information, data, or Intellectual Property accessed, stored or retrieved by him or her when using our website or the Services.
8.4.    The User shall not reproduce, copy, download, print, modify, alter, publish, broadcast, distribute, sell, transfer or otherwise unlawfully use any Intellectual Property, editorial content, graphics or other material on the Website or the underlying software code whether in whole or in part, without the prior written consent of Spence Learning. No modification of any Intellectual Property or attempts of modification is permitted.
8.5.    It is specifically recorded herein that the User may not share any Material via email, Storage Drives (such as Google Drive or One Drive or Dropbox) on any social media platform whatsoever, including but not limited to WhatsApp, Facebook, Linkedin, Instagram, Linkedin, etc). 
8.6.    Spence Learning reserves the right to make improvements or changes to the Intellectual Property, blogs, information, artwork, graphics and other materials on the Website, or to suspend or terminate the Website and/or Services, without notice to the User at any time; provided that any transactions already concluded through the User’s Spence Learning Account will not be affected by such suspension or termination (as the case may be). 
8.7.    Where any of the Intellectual Property has been licensed to Spence Learning or belongs to any third party, other than that which has been submitted by the User to the Website in the use of the Service, all rights of use shall also be subject to any terms and conditions which that licensor or third party imposes from time to time and the User agrees to comply with such third party terms and conditions.
8.8.    The User shall not make a derivative or copy of the Website, nor shall he or she utilise data mining robots, or similar extraction tools on the Website or download any of the Spence Learning content for any commercial purpose. 
8.9.    The User shall not: (I) attack the title or challenge any Intellectual Property Rights belonging to Spence Learning, (II) contest the validity of Intellectual Property Rights associated with the Service or take any action or refrain from taking any action, the result of which is that such conduct could damage, impair, jeopardize, violate, dilute, or infringe Spence Learning’s Intellectual Property Rights or goodwill; (III) misuse , harm or bring into dispute the Intellectual Property Rights of Spence Learning; (IV) register or apply for registration, in any country for the User’s benefit or for that of a third party (directly or indirectly), of the Intellectual Property Rights in the Service or any other Intellectual Property rights which, in Spence Learning’s reasonable opinion, is the same as or confusingly similar to the Intellectual Property Rights of Spence Learning; or (V) use any other Intellectual Property Rights which, in Spence Learning’s reasonable opinion, is confusingly similar to the Intellectual Property Rights of Spence Learning. 
9.    PRIVACY AND PERSONAL INFORMATION
9.1.    Spence Learning respects the privacy and personal information of the User, and shall take reasonable measures to protect this, as is required and prescribed by legislative framework in the Republic of South Africa, which includes but is not limited to the Protection of Private Information Act, 4 of 2013, and as delineated below.
9.2.    Should the User submit any personal information to Spence Learning when registering a Spence Learning Account, or as a user on the Website or for the Service, the User agrees that Spence Learning may collect, process, store, collate, and otherwise use the following types of information about the User when he or she is using the Website (“Personal Information”):
9.2.1.    INFORMATION PROVIDED BY THE USER
Spence Learning collects Personal Information ( information about the User that is personally identifiable such as but not limited to the User’s name, address, age, geo-location, gender, e-mail address, phone number(s) and other unique information such as the User’s Identity Document number and passwords, product and service preferences and contact preferences that are not otherwise publicly available); and
9.2.2.    INFORMATION THAT IS COLLECTED AUTOMATICALLY
   Spence Learning receives and stores information which is transmitted automatically from the User’s device when the User browses the internet or uses the Website. This information includes information from cookies (which are described at clause 9.7 below), the User’s Internet Protocol (“IP”) address, browser type, web beacons, geo-locationary information, embedded web links, and other commonly used information-gathering tools. These tools collect certain standard information that the User’s browser sends to the Website such as his or her browser type and language, access times, and the address from which he or she accessed the Website.
9.3.    Should the User’s personal information change, he or she shall inform Spence Learning and provide us with the updated personal information as soon as reasonably possible to enable us to update it. Spence Learning is however under no obligation to ensure that the User’s personal information or any other information supplied by the User is correct.
9.4.    The User further warrants that the personal information disclosed to Spence Learning or the Website is directly from you as the User of the Website or in connection to the Service.
9.5.    The User may choose to provide additional personal information to Spence Learning, in which event he or she shall provide accurate and current information, and, generally, agrees to not impersonate or misrepresent any person or entity, or falsely state or otherwise misrepresent his or her affiliation with anyone or anything.
9.6.    Any processing of the User’s personal information shall be reserved for legitimate business purposes of Spence Learning, and as a necessary function of the User’s engagement with the Website and/or the Service. The User hereby consents to this. Spence Learning shall not however, without the express consent of the User:
9.6.1.    use the personal information of the User for any purpose other than as set out below:
9.6.1.1.    to contact the User regarding current or new information, products or service or any other service offered by Spence Learning, or any of our divisions and/or partners (unless the User has opted out from receiving marketing material from Spence Learning, possible through same contact);
9.6.1.2.    to inform the User of new features, special offers and promotional competitions offered by Spence Learning or any of our divisions and/or partners (unless he or she has opted out from receiving marketing material from us, possible through same contact); and
9.6.1.3.    to improve the service selection and the User’s experience on the Website by, for example, monitoring his or her browsing habits, or tracking the sales on the Website; or, 
9.6.2.    disclose the User’s personal information to any third party other than as set out below:
9.6.2.1.    to Spence Learning’s employees and/or third parties who assist us to interact with you via our Website, e-mail or any other method, for the ordering of their services, and therefore need to know the User’s personal information in order to assist Spence Learning with communicating with the User in an efficient and proper manner;
9.6.2.2.    to Spence Learning’s divisions and/or partners (including their employees and/or third party service providers) in order for them to interact directly with the User via email or any other method for purposes of circulating marketing material regarding any current or new product or services, new features, special offers or promotional items offered by them (unless the User has opted out from receiving marketing material from Spence Learning or its affiliates, through correspondence with us);
9.6.2.3.    to law enforcement, government officials, fraud detection agencies, or any other regulatory authorities or third parties, when Spence Learning believes in good faith that the disclosure of personal information is necessary to prevent physical harm or financial loss, to report or support the investigation into suspected illegal activity or the contravention of an applicable law, or to investigate violations of these Terms; and
9.6.2.4.    to Spence Learning’s service providers (under contract with us) who help with parts of our business operations (fraud prevention, marketing, technology, and likewise services). However, Spence Learning contracts provide that these service providers shall only use the User’s information in connection with the services they perform for us, under the same standards as how we operate or higher, and not for their own benefit. 
9.6.3.    Spence Learning shall use or disclose the User’s personal information if such use or disclosure is required in order to comply with any applicable law, subpoena, order of court or legal process served on us, or to protect and defend our rights or property. In the event of a fraudulent online payment, Spence Learning shall disclose relevant personal information for criminal investigation purposes or in line with any other legal obligation for disclosure of the personal information which may be required of it.
9.6.4.    Spence Learning shall ensure that all of our employees, associated third parties, divisions and partners (including their employees and third party service providers), or other affiliates that have access to the User’s personal information are bound by appropriate and legally binding confidentiality obligations. These persons shall further process the User’s personal information at standards equal to or higher than Spence Learning’s. 
9.6.5.    As regards the personal information of the User, Spence Learning shall:
9.6.5.1.    treat your personal information as strictly confidential, save where we are entitled to share it as set out in this policy;
9.6.5.2.    take appropriate technical and organisational measures to ensure that your personal information is kept secure and is protected against unauthorised or unlawful processing, accidental loss, destruction or damage, alteration, disclosure or access;
9.6.5.3.    provide you with reasonable access to your personal information to view and/or update personal details when necessary;
9.6.5.4.    promptly notify you if we become aware of any unauthorised use, disclosure or processing of your personal information;
9.6.5.5.    provide you with reasonable evidence of our compliance with our obligations under this policy on reasonable notice and request; and
9.6.5.6.    upon the User’s request, promptly correct, return or destroy any and all of his or her personal information in the possession or control of Spence Learning, save for that which we are legally obliged or entitled to retain (acknowledging that some Website functionality might be lost if certain personal information is amended and/or destroyed).
9.6.6.    Spence Learning shall not retain the User’s personal information longer than the period for which it was originally needed, unless we are required by law to do so, or the User consents to us retaining such information for a longer period.
9.6.7.    Spence Learning shall not provider the User’s personal information to any third party other than as provided for in these Terms.
9.6.8.    While Spence Learning shall do all things reasonably necessary to protect the User’s privacy rights, we cannot and hereby do not guarantee nor accept any liability whatsoever for unauthorised or unlawful disclosures of your personal information, whilst in our possession, made by third parties who are not subject to the control of Spence Learning, unless such disclosure is as a result of our gross negligence.
9.6.9.    If the User discloses his or her personal information to an associated third party, such as, but not limited to, an entity which operates a website linked to the Website or anyone website other than the Spence Learning website, Spence Learning shall not be liable for any loss, costs or damages, howsoever arising, suffered by the User as a result of the disclosure of such information to the third party. This is because Spence Learning does not regulate or control how that third party uses the personal information of the User. It is the duty and responsibility of the User to always ensure that he or she has read the privacy policy of any third party.
9.7.    This Website may make use of “cookies” to automatically collect information and data through the standard operation of the Internet servers. “Cookies” are small text files a website can use (and which Spence Learning may use) to recognise repeat users, facilitate the user’s on-going access to and use of a website and allow a website to track usage behaviour and compile aggregate data that will allow the website operator to improve the functionality of the website and its content. Cookies further aims to display more focused advertising to a user by way of third-party tools. The type of information collected by cookies is not used to personally identify the User. If you do not want information collected through the use of cookies, there is a simple procedure in most browsers that allows you to deny or accept the cookies feature. Please note that cookies may be necessary to provide you with certain features available on the Website, and thus if the User disables the cookies feature on his or her browser she or he may not be able to use those features, and the User’s access to the Website will therefore be limited. If the User does not disable “cookies”, she or he is deemed to consent to Spence Learning’s use of any personal information collected using those cookies, subject to the provisions of these Terms. 
9.8.    the User may request access to any of the relevant personal data held by Spence Learning and where such access is necessary for the User to exercise and/or protect any of his or her rights. For any personal data held by any third party, the User must approach that party for the realisation of the User’s personal data rights, rather than Spence Learning.
10.    DISCLAIMER, INDEMNITY AND WARRANTIES
10.1.    The Website, including any Intellectual Property appearing therein, is provided "as is" and "as available". Spence Learning makes no representations or warranties, express or implied, including but not limited to warranties as to the accuracy, correctness or suitability of either the Website or the information contained therein.
10.2.    All information or opinions of Users made available on the Website in relation to any of the Services are those of the authors and not Spence Learning. While Spence Learning endeavours to present such information accurately and reliably on the Website, Spence Learning does not endorse, approve or certify such information, nor guarantee the accuracy or completeness of such information on the Website. Spence Learning, its directors, employees and partners, accept no liability whatsoever for any loss, whether direct or indirect, consequential or arising from information made available on (or by means of) the Website and/or Services, transactions or actions resulting therefrom.
10.3.    Spence Learning, its directors, employees, partners and affiliates, accept no liability whatsoever for any costs, expenses, fines or damages, including but not limited to direct or indirect loss or damages, including any economic loss, consequential loss, loss of profits or any form of punitive damages, resulting from the facilitation and offering of the Services, and access to, or use of, the Website in any manner.
10.4.    Spence Learning does not warrant or represent that the User’s access to the Website and/or Services will be uninterrupted or error free or that any information, data, content, software or other material accessible through the Website will be free of bugs, viruses, worms, trojan horses or other harmful components. The User’s access to and use of the Website remains solely at the User’s own risk and the User shall take their own precautions accordingly.
10.5.    The User agrees to and hereby indemnifies and holds harmless Spence Learning, its directors, employees, and associates, from any demand, action or application or other proceedings, including for attorneys’ fees and related costs, made by any third party and arising out of or in connection with the User’s use of the Website and/or Services in any way.
10.6.    The User agrees to indemnify, defend and hold Spence Learning harmless from any direct or indirect liability, loss, claim and expense (including reasonable legal fees) related to the User’s breach of these Terms.
11.    DISPUTE RESOLUTION AND GOVERNING LAW 
11.1.    The User’s access and/or use of the Website, any downloaded material from it and the operation of these Terms (including any transaction concluded pursuant thereto) shall be governed by and construed in accordance with the laws of the Republic of South Africa 
11.2.    Should any dispute, disagreement or claim arise from or be in relation to this agreement, between the Parties, concerning, among others, the use of the Website or the Services, the Parties shall endeavour to resolve the dispute amicably, by negotiation, mediation, and or conciliation and with the best interests of both Parties in mind.
11.3.    Should the Parties fail to resolve such dispute in the aforesaid manner or within such further period as the Parties may agree to in their negotiations, the Parties should approach an independent industry expert who shall mediate, arbitrate and/or conciliate the discussions on their behalf. 
11.4.    Notwithstanding the above, both Parties consent to the jurisdiction of the High Court of South Africa, Western Cape Division or any Magistrates Court in the Western Cape having jurisdiction, notwithstanding the amount of the claim. Either Party may also use the dispute resolution services of any applicable legislative tribunal or ombud, as provided for in applicable legislation.
11.5.    The Parties shall not publicize the dispute on any social media (including WhatsApp, Facebook, Twitter, LinkedIn, Instagram) or other public platform. The Parties understand that any publicity of this nature can cause serious damage to the other Party, which damage may result in a financial claim.
12.    TERMINATION OF USE OF WEBSITE OR SERVICES 
12.1.    In addition to the conditions provided for above, Spence Learning reserves the right to terminate the User’s use of the Services and suspend access to his or her Spence Learning Account or Material, if he or she is in breach any of the Terms, or for any other valid reason
12.2.    The obligations and liabilities of the parties incurred prior to the date of termination of this agreement shall survive the termination of this agreement for all purposes.
13.     NOTICES AND SERVICE ADDRESS
13.1.    Each of the Parties chooses their service address or domicilium citandi et executandi for the purposes of the giving of any notice, the serving of any process and for any other purposes arising from these Terms as being. 
13.1.1.    In the case of Spence Learning, this address shall be at info@spencelearning.com; or
13.1.2.    in the case of the User, at the e-mail and addresses provided by the user to Spence Learning and/or the Website for this purpose. 
13.2.    Either Party may from time to time, by timeous written notice to the other, vary its service address to any other address which is not a post office box or poste restante, provided that the change only becomes effective within 14 (fourteen) business days after service of the notice in question.
13.3.    Notwithstanding the above, any written notice given in English, and actually received by the Party to whom the notice is addressed, shall be deemed to have been properly given and received, notwithstanding that such notice has not been given in accordance with this clause. 
14.    GENERAL 
14.1.    ENTIRE AGREEMENT
These Terms contains the entire agreement between the Parties in relation to the subject matter hereof. Any alteration, cancellation, variation of, or addition hereto shall not be of any force or effect unless reduced to writing and signed by all the Parties to these Terms or their duly authorised representatives.
14.2.    NO WAIVER
No indulgence, leniency or extension of time granted by Spence Learning constitutes a waiver of any of Spence Learning’s rights under these Terms and, accordingly, Spence Learning is not precluded as a consequence of having granted such indulgence, from exercising any rights against the user which may have arisen in the past or which might arise in the future.
14.3.    SEVERANCE
14.3.1.    Each sentence, paragraph, term, clause and provision of these Terms and any portion thereof is severable and if, for any reason, any such sentence, paragraph, term, clause or provision is held to be invalid, unlawful, contrary to, or in conflict with any applicable present or future law or regulation or in terms of a final, binding judgment issued by any court, it shall to that extent be deemed not to form part hereof and shall not impair the operation of, or have any effect upon such other sentence, paragraph, term, clause or provision hereof as may otherwise remain valid or intelligible, which shall continue to be given full force and effect and bind the parties hereto.
14.3.2.    If any provision of this agreement is found to be invalid, but it may be possible to alter the offending provision to make it valid, then Spence Learning agrees to attempt to or shall negotiate an alteration to the offending provision to make it valid and to give effect to the intention of the provision.
14.4.    BREACH
14.4.1.    In the event of the User breaching these Terms, the User shall be liable for all legal costs (on the scale as between attorney and client) (including collection commission) which may be incurred by Spence Learning in relation to the payment failure or breach.
14.4.2.    Spence Learning shall not be held liable for a failure in the performance or breach of these Terms caused by circumstances or an event beyond Spence Learning’s control, including any interruption, hack, interruption or breakdown in power supply, the Internet, the website, any software or hardware, availability of internet connection or any other matter beyond Spence Learning’s control.
14.5.    OTHER
14.5.1.    Should you have any complaints or queries, kindly address an e-mail to bookings@spencelearning.com to inform us of such complaint or query. 
14.5.2.    No term or condition of these Terms is intended to breach any peremptory provisions of any consumer protection legislation, such as, but not limited to the Consumer Protection Act, 68 of 2008 and any regulations thereto.