Bayer Learning Lab Terms and Conditions

 

1.            Definitions

 

1.1          In these Conditions, the following terms shall have the respective meanings specified below unless the context otherwise requires:

“Authorised User” means, where the Customer is a body corporate, an employee of the Customer who is:

(i)            accessing a Free Course; or

(ii)           named and authorised by the Customer in the Order and to whom a Key is issued by Bayer, to access a Curriculum on the e-Learning Portal.

"Bayer" means Bayer (South East Asia) Pte Ltd.

 

"Customer" means the person or legal entity accessing the e-Learning Portal, a Free Course, and/or making an Order.

 

“Conditions” means these Terms and Conditions.

 

"Contract" means a contract for either:

(i)            the sale and purchase of the right to access one or more Curricula between Bayer and the Customer; or

(ii)           the right to access Free Courses,

such contract being formed in accordance with Clause 4.7.

 

"Curriculum" means a priced set of learning courses listed at the e-Learning Portal for which Bayer invites Orders in accordance with these Conditions, which may include online e-learning and webinar courses and/or instructor-led training requiring physical attendance.

 

“e-Learning Package” means a Curriculum and/or a Free Course, as applicable

 

“e-Learning Portal” means the Bayer electronic learning portal accessible here [http:\\learninglab.es.bayer.com].

"Force Majeure Event" means any event or circumstance the occurrence and the effect of which Bayer could not reasonably prevent or avoid including:

(i)            explosion, fire, flood, war, earthquake, storm or other natural disasters;

(ii)           war, declared or undeclared, sabotage, insurrection, terrorist or criminal acts whether online or offline, riot or civil disturbance;

(iii)          import or export regulations or embargo or requisition restrictions regulations bye-laws prohibition or any acts or measures or any intervention of any governmental or regulatory authority;

(iv)         epidemic, quarantine restrictions, outbreak of disease or any travel restrictions or bans (including bans on non-essential travel) issued by the World Health Organisation or any governmental authority;

(v)          strike, lock-out, work stoppage or other industrial action or trade dispute (whether involving employees of Bayer or any other person); and

(vi)         telecommunication, network or Internet disruptions or interruptions,

(vii)        any default act or omission on the part of Bayer's suppliers, couriers, delivery companies, sub-contractors, Payment Processing Company or Service Providers.

 

“Free Course” means a free online e-learning course listed at the e-Learning Portal.

 

“Improper Works” is defined in Clause 9.2.

 

“Key” means any smartcard, digital certificate, digital signature, encryption device, electronic key, logon identifier, password, personal identification number (PIN), and/or other authentication, encryption, security and access code and/or procedure designated by Bayer to access any e-Learning Package and/or to access secure areas of the e-Learning Portal.

 

“Offline Payment” means payment by bank transfer and/or such other offline payment modes as may be designated by Bayer from time to time.

 

“Online Payment” means payment by any one or more of the following payment modes as may be designated by Bayer from time to time: credit card, charge card, and/or other online payment modes.

 

"Order" means an online order placed via the e-Learning Portal by a Customer with Bayer for one or more Curricula in accordance with these Conditions.

 

“Parties” means Bayer and the Customer and “Party” means any one of them.

 

“Payment Processing Company” means the applicable payment or card processing entity, or the applicable paying bank or receiving bank, in respect of any Order.

 

“Product-Specific Package” means an e-Learning Package which is focussed on providing information regarding, or instruction on the use of, one or more specified Bayer product(s).

 

“Reference Currency” means the currency at which the price of a Curriculum is fixed, being United States Dollars or such other currency as may be stipulated in the e-Learning Portal.

“Relevant Data” is defined in Clause 6.1.

“Service Providers” means Bayer’s service providers and independent contractors providing technology systems, technology services, and other products and services relevant to the e-Learning Portal and e-Learning Packages, including technology infrastructure systems and services, learning management systems and services, customer relationship management systems and services, data centre services, hosting services, shopping cart systems and services, payment gateway and payment processing systems and services, testing and validation services, and independent parties validating the e-Learning Packages.

“User Content” means all materials, information, news, data, input, text, audio, video, pictures, graphics, blogs, messages, links, comments, suggestions, ideas and other content on the e-Learning Portal which is created, transmitted, posted or uploaded by a user of the e-Learning Portal.

1.2          In these Conditions, unless the context does not permit:

1.2.1      Words using the singular or plural number also include the plural or singular number.

1.2.2      The headings in these Conditions are inserted for convenience only and shall be ignored in construing these Conditions.

1.2.3      A reference to a “person” shall mean a natural person.

1.2.4      A reference to an “entity” includes a reference to a person, a sole-proprietor, a partnership, an unincorporated association and a company.

1.2.5      A reference to a "Clause" is to a clause of these Conditions.

1.2.6      A reference to the word “include” or “including” shall not be construed as having any limiting effect.

1.2.7      A reference to a gender shall include the other gender.

 

2.            Application and effect

2.1          These Conditions shall govern:

2.1.1      the sale and provision of the Curricula listed at the e-Learning Portal by Bayer to the Customer; and

2.1.2      the terms of access and use of the e-Learning Portal, Curricula and Free Courses by the Customer.

2.2          By registering with the e-Learning Portal, and/or ordering the Curricula, and/or accessing any e-Learning Package, the Customer agrees to be bound by and accepts these Conditions.

 

3.            Conditions of Access of the e-Learning Portal & e-Learning Packages

3.1          An e-Learning Package on the e-Learning Portal may comprise:

3.1.1      a priced Curriculum to be purchased via an Order; or

3.1.2      a Free Course,

either of which may or may not be a Product-Specific Package.

3.2          Upon Bayer’s receipt of payment for a Curriculum and acceptance of the Customer’s Order in accordance with Clause 4.7, or where Bayer makes a Free Course available to Customer for its access, the Customer will be granted a non-exclusive, non-transferable, personal and limited right to access the Curriculum or Free Course (as applicable) subject to the terms set out in these Conditions, including Clause 11, and the Contract.  Where the Customer is a body corporate, such right of access of the Curriculum shall be limited to the Authorised User(s) specifically named in the Order, and to no other employees or third parties.

3.3          Bayer has compiled the detailed information provided in each e-Learning Package and the e-Learning Portal from internal and external sources based on Bayer’s knowledge and belief, using reasonable diligence.  While Bayer endeavours to expand and update this range of information on an ongoing basis, no representation is made or warranty given, either expressly or impliedly, of the completeness or correctness of the information on any e-Learning Package or the e-Learning Portal.

3.4          By accessing the e-Learning Portal and/or purchasing or accessing any e-Learning Package, the Customer acknowledges and agrees that the information and instruction provided on this e-Learning Portal and/or in any e-Learning Package:

3.4.1      are purely for the purpose of upgrading the skills of persons involved in the relevant professional industries or informing them of the recommended best practices for pest management; 

3.4.2      are not intended to provide exhaustive or comprehensive information or training on professional skills;

3.4.3      does not exempt the Customer from conducting his/her own checks and forming his/her own independent judgments on such information and instruction prior to access or reliance, and to supplement such information and instruction with professional training and instruction;

3.4.4      although accurate on the day of publication, may no longer be up to date at the time of purchase or access.

The Customer agrees to contact Bayer directly if the Customer requires any training, or further information or instructions concerning any e-Learning Package.

3.5          By accessing the e-Learning Portal and/or purchasing or accessing any e-Learning Package which is a Product-Specific Package, the Customer agrees:

3.5.1      that the Product-Specific Package is not intended to provide any information or training in relation to any product other than the specific Bayer product(s) stipulated in the Product-Specific Package;

3.5.2      that the Product-Specific Package is not intended to provide exhaustive or comprehensive information or training on professional skills or on the use of any Bayer product or any other product;

3.5.3      that any information or instruction given in the Product-Specific Package does not exempt the Customer from conducting his/her own checks and forming his/her own independent judgments on:

(i)            the safe, correct and proper use of the relevant Bayer product(s);

(ii)           the health and safety precautions applicable to the relevant Bayer product(s), including those contained in Bayer’s relevant product documentation; and/or

(iii)          the suitability of the relevant Bayer product(s) for the intended processes and purposes of the Customer;

3.5.4      to conduct its own verification of any information and instruction the Customer obtains from the Product-Specific Package prior to access or reliance, and to supplement such information and instruction with professional training and instruction, and with additional information on the applicable Bayer product including those contained in Bayer’s relevant product documentation;

3.5.5      to contact Bayer directly if the Customer requires any training, or further information or instructions concerning any Product-Specific Package or any of Bayer’s products.

3.6          Where any certificate is offered by Bayer for completion of any e-Learning Package:

3.6.1      the criteria and conditions for issuance of such certificate are set out on http://learninglab.es.bayer.com;

3.6.2      such certification only signifies the successful completion of the e-Learning Package, and may or may not be an official, industry-recognised, or professional certification; and

3.6.3      where the Customer is a body corporate, the certificate will be issued to the Authorised User as the authorised representative of the Customer, and not to the Authorised User in his/her personal capacity.  Such a certificate will cease to be valid if the Authorised User leaves the Customer’s employment.

3.7          The Customer agrees to access the e-Learning Portal, all e-Learning Packages and all their contents at his/her own risk.  Neither Bayer nor any third parties involved in the writing, production, processing, hosting or transmission of the e-Learning Portal or any e-Learning Package shall be liable for any loss, damage, expense or injury resulting from:

3.7.1      access or use of the e-Learning Portal or e-Learning Package, or any problems with or issues arising from such access or use; or

3.7.2      the Customer’s reliance on any information or instruction given on the e-Learning Portal or any e-Learning Package.

3.8          The Customer warrants and agrees that:

3.8.1      it is ordering and/or accessing e-Learning Packages for his/her own personal use only and not for re-sale or distribution;

3.8.2      the Customer will not:

(i)            where the Customer is a person,

(a)          disclose or distribute or permit the disclosure or distribution of any e-Learning Package to any person or entity;

(b)          use or permit the use of any e-Learning Package for the training or instruction of any person or entity other than the Customer,

(ii)           where the Customer is a body corporate,

(a)          disclose or distribute or permit the disclosure or distribution of any e-Learning Package to any person or entity other than the Customer’s Authorised User;

(b)          use or permit the use of any e-Learning Package for the training or instruction of any person or entity other than the Customer’s Authorised User; and/or

(iii)          reproduce, print, rent or resell in whole or in part, any e-Learning Package or any of its contents. 

The Customer shall indemnify Bayer and hold Bayer harmless against all losses, damages, liabilities, expenses and costs arising from any breach of this Clause 3.8.

 

4.            Orders, price, payment & acceptance of Curricula

4.1          Customer shall indicate the Curriculum it wishes to order and the quantity required, at the price specified by Bayer at the e-Learning Portal, by placing an Order on the designated online form at the e-Learning Portal and providing to Bayer all necessary information as may be required by Bayer at the e-Learning Portal. 

4.2          Where the Customer is a body corporate, it shall provide the names and particulars of each Authorised User of each Curriculum at the e-Learning Portal prior to the first use or access of such Curriculum by such Authorised User.  All use and access of a Curriculum shall be personal to the applicable Authorised User and shall not be transferable to another Authorised User or another person or entity.

4.3          All prices of Curricula shall be listed in the Reference Currency in the e-Learning Portal, and may be converted by Bayer to the applicable local currency at the point of checkout.  By placing an Order for one or more Curricula, the Customer accepts the exchange rate used by Bayer for such Order.

4.4          All Orders made by the Customer for one or more Curricula accompanied by tender of full payment shall be deemed to be an offer made by the Customer to purchase such Curricula upon the terms of these Conditions and for the selected Curricula and quantities set out in the Order.  All Orders shall be subject to acceptance of the Order by Bayer. 

4.5          All Online Payments are subject to processing and approval by Bayer and the Payment Processing Companies.  Bayer shall not be liable in any way for any unsuccessful or erroneous processing of any Online Payment for any reason.  All bank charges of the relevant paying bank shall be borne by the Customer.  All bank charges of Bayer’s designated receiving bank shall be borne by the Customer, unless otherwise specified by Bayer.

4.6          Where available, all Offline Payments are subject to processing by the relevant paying bank and Bayer’s designated receiving bank. Bayer shall not be liable in any way for any unsuccessful or erroneous processing of any Offline Payment for any reason.  All bank charges of the relevant paying bank shall be borne by the Customer.  All bank charges of Bayer’s designated receiving bank shall be borne by the Customer, unless otherwise specified by Bayer.

4.7          A Contract may be formed in one of the following ways:

4.7.1      Bayer may permit the Customer access to one or more Free Courses subject to these Conditions and such additional terms and conditions as Bayer may impose as a condition of such access.  By accessing the Free Course(s), the Customer shall be deemed to have accepted the terms set out in these Conditions and the above-mentioned additional terms and conditions.

4.7.2      Bayer may accept an Order for one or more Curricula by accepting full payment for such Order and granting to the Customer or (where applicable) the Authorised User, access to the Curricula ordered.  Upon such acceptance, a binding Contract shall be formed upon the terms set out in these Conditions, the terms of the accepted Order (excluding any terms which are not accepted by Bayer), and such other terms and conditions as Bayer may impose as a condition of its acceptance.  For the avoidance of doubt, no Contract shall come into existence unless and until the Order has been accepted by Bayer in the manner set out in this Clause 4.7.  Processing or acceptance of payment for an Order shall not in itself constitute acceptance of the Order by Bayer, provided that where an Order is rejected by Bayer, any payment made for such Order shall be reversed or refunded by Bayer or a e-Learning Portal credit shall be given to the Customer.

4.8          Bayer shall be entitled to decline to accept or reject the Customer’s Order or deny the Customer access to any Free Course, in whole or in part without assigning any reason.

4.9          Bayer shall not be liable for any errors in the pricing or description of Curricula ordered by the Customer, or description of Free Courses, that may appear at the e-Learning Portal.  The price to be paid by the Customer for all Curricula shall be Bayer's current selling price on the date of receipt by Bayer of the Order, which may or may not be correctly reflected at the e-Learning Portal.

4.10        The Customer shall bear all applicable duties, tariffs and taxes (including Goods and Services Tax and other value added tax) at the prevailing rates.   Customer shall not be entitled to reject any Curriculum, withdraw any Order, or claim any refund on the grounds that it does not agree with any such duties, tariffs and taxes.

4.11        Without limitation to any other remedies, if a Payment Processing Company rejects or reverses payment (including any Offline Payment or Online Payment) for an Order, Bayer may in its discretion:

4.11.1    reject such Order, or suspend or cancel such Order; or

4.11.2    deny or discontinue the Customer’s access to the Curricula ordered;

4.11.3    claim against the Customer for the full price of the Order as a debt.

4.12        Bayer shall be entitled to set-off and deduct from any refund due to the Customer all sums owed by the Customer to Bayer under any and all Contracts and other agreements.

 

5.            Withdrawal and cancellation

5.1          Bayer reserves the right from time to time, without liability or prior notice, to withdraw or cease to make available any or all e-Learning Packages from the e-Learning Portal, or to:

5.1.1      change its price or contents of any e-Learning Package; or

5.1.2      deliver an e-Learning Package which is similar to the e-Learning Package ordered or displayed with minor differences.

5.2          An Order made with Online Payment may not be cancelled by the Customer.  An Order made with Offline Payment may be cancelled by the Customer prior to payment for the Order by Customer, provided always that:

5.2.1      the Customer must contact Bayer to request Bayer for cancellation immediately;

5.2.2      Bayer will endeavour to accommodate the Customer's request, if the Order has not been processed; and

5.2.3      the Customer shall pay any cancellation fees which may be imposed by Bayer.

5.3          If an Order has already been processed, no cancellation or refund will be permitted.

 

6.            Data Protection & Privacy

6.1          The Customer agrees to submit to Bayer, the Payment Processing Companies and Service Providers such payment or card information and other personal information and data as may be reasonably requested (collectively “Relevant Data”) to register the Customer and (where applicable) its Authorised User(s) at the e-Learning Portal, process the Order and payment for the Order, issue Keys, authenticate identity, provide the e-Learning Package(s), and provide other related services to the Customer (collectively “Bayer Services”).  All information and data submitted shall be subject to Bayer’s Privacy Policy [http://www.cropscience.bayer.com/en/Privacy-Statement.aspx] and the relevant Service Provider’s Privacy Policy [http://www.absorblms.com/privacy]. 

6.2          Where the Customer:

6.2.1      is a person, he/she hereby consents;

6.2.2      is a body corporate, hereby warrants that it has obtained all its Authorised Users’ consents,

to the collection, processing, use and retention of the Relevant Data by Bayer, its Payment Processing Company and Service Providers for the purpose of providing the Bayer Services to the Customer, and for any other purpose agreed by the Customer in the Contract.

6.3          Bayer shall require its Payment Processing Company and Service Providers to keep all Relevant Data confidential and not use the same for any purpose other than to carry out its services, provided Customer agrees that Bayer shall not be liable for any loss, damage, or liability in the event of any unauthorised disclosure or use of such information by any Payment Processing Company or Service Provider.

 

7.            Security & Keys

7.1          Customer shall comply with the security, authentication and authorisation procedures prescribed by Bayer for access to the e-Learning Portal and/or e-Learning Package(s), and the use of the Keys. 

7.2          Customer undertakes to ensure (and to take all necessary precautions to ensure) that:

7.2.1      it complies with:

(i)            all instructions of Bayer relating to the issuance and/or generation of the Keys;

(ii)           the procedural and/or operational guidelines relating to any Keys;

7.2.2      all Keys are kept completely confidential and secure; and

7.2.3      there is no unauthorised use or abuse of the Keys.

7.3          Customer agrees that Bayer shall be entitled to deactivate or revoke the use of any one or more Keys at any time, without assigning any reason and without prior notice to Customer.

7.4          Customer undertakes to notify and/or contact Bayer immediately (“Security Notification”) if Customer has reason to believe, suspect that or has knowledge that:

7.4.1      the security of any Key may have been compromised, or has become known or been revealed to any other person;

7.4.2      there has been unauthorised use of the Key; and/or

7.4.3      such Key is lost, damaged, defective or stolen,

(“Compromised Key”).  Customer shall immediately cease to use or process such Compromised Key until further notice from Bayer. 

7.5          Customer acknowledges and confirms that it shall be bound by all communications and transactions made which are referable to the Customer’s or (where applicable) the Authorised User’s Key unless Bayer has received a Security Notification from Customer and has effected cancellation of the Compromised Key.

7.6          Customer acknowledges that Bayer shall be entitled to change the type or version of any Key to be used in connection with any or all of the Services at any time, as it, in its sole discretion, deems fit. 

7.7          Where the Customer is a body corporate, it shall without prejudice to its obligations under Clauses 7.1 to 7.6:

7.7.1      comply with Bayer’s instructions and procedures regarding the enrolment of Authorised Users, issuance of Keys to Authorised Users, and the suspension and revocation of Keys; 

7.7.2      account for all Keys issued to the Customer, and ensure that only Authorised Users are given access to Keys; and

7.7.3      ensure that all Keys are recovered from any Authorised User(s) who ceases to be employed by the Customer.

 

8.            Intellectual Property

8.1          The copyright, patents, trade marks, design rights and all intellectual property rights in the e-Learning Portal, all e-Learning Packages, and all content therein, shall vest in and remain with Bayer, and no rights or licences are given to the Customer or (where applicable) any Authorised User in respect of any such intellectual property.

8.2          The Customer shall not be entitled to reproduce, distribute, adapt, deal with, or print, in whole or in part, any content found in the e-Learning Portal or in any e-Learning Package, without the prior written consent of Bayer.

8.3          The trade marks, logos and service marks ("Marks") displayed on this e-Learning Portal are the property of Bayer or other third parties, and all rights to the Marks are expressly reserved by Bayer or relevant third parties.  The Customer is not permitted to use any Marks without the prior written consent of Bayer or such third party.  Bayer and its subsidiaries aggressively enforce their intellectual property rights to the fullest extent of the law.  The name of Bayer or any other Marks may not be used in any way, including in any advertising or publicity, or as a hyperlink without prior written permission of Bayer. 

8.4          The domain name on which the e-Learning Portal is hosted on is the sole property of Bayer and the Customer may not use or otherwise adopt a similar name for its own use.

 

9.            User Content

9.1          Customer shall exercise respect when participating in any community feature on the e-Learning Portal which permits the submission of User Content. 

9.2          Customer may not submit, upload or publish on the e-Learning Portal any User Content that is inaccurate, misleading, libellous, defamatory, threatening, pornographic, obscene, indecent, lewd, abusive, illegal, political, racist, religious, blasphemous, false, an infringement of any intellectual property rights of a third party, or would otherwise violate or encourage the violation of any law (including the Official Secrets Act (Cap.213)) or the proprietary or other rights of any third party, or which solicits funds, advertises any product or service, or includes programs that contain viruses, Trojan horses, worms, time bombs, malicious code or any other programs designed to impair the operation and functionality of the e-Learning Portal, or any computer (all such User Content being known individually and collectively as “Improper Works”).

9.3          If, at any time Customer upload or posts User Content, Customer represents and warrants that:

9.3.1      all such User Content are Customer’s own original works and creations and do not and will not infringe the copyright or any other intellectual property or other rights of any third party;

9.3.2      none of the User Content is proprietary or confidential;

9.3.3      none of the User Content constitutes Improper Works, nor will it expose Bayer to any civil or criminal proceedings in any part of the world; and

9.3.4      the use by Bayer and other users for the purposes and in the manner set out in this Clause 9.3, and the hosting of such User Content on the e-Learning Portal by Bayer will not require any further licences from, or infringe any intellectual property or other rights of, any third party.

9.4          Bayer at all times retains the sole discretion to remove or decline to accept any User Content from the e-Learning Portal without assigning any reason whatsoever.  Without limiting the foregoing right, Bayer may (but is not obliged to) monitor the e-Learning Portal for Improper Works and reserves the right to remove any User Content of Customer which Bayer believes are Improper Works, or which is the subject matter of any dispute, and restrict or suspend the Customer’s access to the e-Learning Portal.

9.5          Bayer may in its sole and absolute discretion lift the restriction or suspension of Customer’s access to the e-Learning Portal, if Bayer is satisfied that the User Content no longer constitutes Improper Works or is the subject of any dispute. 

9.6          Customer agree to indemnify and hold Bayer, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from all claims, demands, actions, proceedings, liabilities (including statutory liability and liability to third parties), penalties, and costs (including without limitation, legal costs on a full indemnity basis), awards, losses and/or expenses, due to or arising out of User Content Customer submits, posts to or transmits through the e-Learning Portal.

 

10.          Exclusions & limitation of liability

10.1        Bayer makes no warranty in respect of any e-Learning Package or the e-Learning Portal, express or implied, including any implied warranties of merchantability, satisfactory quality, compliance with description and fitness for a particular purpose. In addition, Bayer does not warrant:-

10.1.1    the accuracy, timeliness, adequacy or completeness of the information, materials, services and/or functions provided at or contained in any e-Learning Package or the e-Learning Portal;

10.1.2    that the Customer’s use of and/or access to any e-Learning Package or the e-Learning Portal or any information or any materials therein, will be uninterrupted, secure or free from errors or omissions or that any identified defect will be corrected. 

In particular, the Customer acknowledges and accepts that the e-Learning Portal will be inaccessible during scheduled or emergency maintenance or remedial work, and that such inaccessibility shall not entitle the Customer to revoke any Order or terminate any Contract. 

10.2        Where:

10.2.1    any Bayer or non-Bayer products or materials are referred to or used in the course of any e-Learning Package, such reference or use is for illustrative purposes only, and is not an endorsement or recommendation of such products or materials;

10.2.2    any information or resources are referred to, made available, or linked on the e-Learning Portal, the Customer agrees to conduct its own verification of such information and resources,   

and Bayer shall not be liable for any loss, damage, expense or liability arising from any use or reliance by the Customer or any Authorised User, of any such products, materials, information or resources.

10.3        Bayer’s sole liability for any defects in any e-Learning Package or the e-Learning Portal is set out in Clause 10.5.

10.4        In no event shall Bayer be liable to the Customer or any third party for any indirect, special, consequential, exemplary or punitive loss or damage for any breach of these Conditions or any Contract, including but not limited to loss of profits, loss of business or goodwill, loss of use, or any claim by any third party, even if Bayer has been advised of the possibility of such loss or damage.

10.5        The total liability of Bayer to the Customer for any and all claims whether by the Customer or by any other person and howsoever arising in connection with or arising out of the sale, supply, transmission, possession, replacement, access or use of an e-Learning Package or the e-Learning Portal or resulting from the breach of the Contract and/or these Conditions by Bayer shall not in any event exceed the price of the e-Learning Package giving rise to such claims.

10.6        Nothing in these Conditions or any Contract shall limit or exclude Bayer’s liability for death or personal injury caused by Bayer’s negligence.

 

11.          Termination & Suspension

11.1        Bayer shall be entitled to terminate the Customer’s or any Authorised User(s)’ right to access or use any e-Learning Package or access the e-Learning Portal, forthwith upon the Customer’s or such Authorised User(s)’ material breach of any of these Conditions or any term of the Contract.

11.2        Bayer shall be entitled to suspend the Customer’s or any Authorised User(s)’ access or use of any e-Learning Package or Key(s) in the event of any suspected or actual compromise or breach of security or unauthorised access, or any scheduled or emergency maintenance or remedial work.

11.3        Bayer shall be entitled to impose and configure a fixed term of use for some or all e-Learning Packages, and such e-Learning Packages shall cease to be accessible by the Customer or any Authorised User upon the expiry of such term of use, and Bayer shall have no liability to Customer or any Authorise User for such cessation of access. 

 

12.          Force Majeure

12.1        Bayer shall not be liable for or be deemed to be in breach of the Contract and/or these Conditions by reason of any failure in performing any of its obligations under the Contract and/or these Conditions during any period in which performance is delayed by any Force Majeure Event.

12.2        Bayer shall notify the Customer of any delay or failure arising through any Force Majeure Event and provide a revised performance date as soon as practicable.  The Customer shall not terminate the Contract by reason of any such delay or failure. 

 

13.          Compliance by Authorised Users

13.1        Where the Customer is a body corporate, it shall:

13.1.1    ensure and be responsible for the compliance of all its Authorised Users with all the provisions of these Conditions and all applicable Contracts; and

13.1.2    be liable to Bayer for any breach or non-compliance of these Conditions or any Contract by any of its Authorised Users.

 

14.          Amendment

14.1        Bayer reserves the right to change these Conditions without prior written notice at any time, at Bayer’s sole discretion, by posting a copy of the amended Conditions at the e-Learning Portal.

14.2        Any attempt to modify, supplement or amend these Conditions by the Customer will be null and void, unless expressly agreed to in writing by Bayer.

 

15.          Complete Contract 

15.1        The Contract, these Conditions, Bayer’s Privacy Policy [http://www.cropscience.bayer.com/en/Privacy-Statement.aspx], the relevant Service Provider’s Privacy Policy [http://www.absorblms.com/privacy], and all other terms of Bayer and its Service Provider(s) referred or linked to these Conditions, represent the entire understanding between Bayer and the Customer concerning the sale, use and access of the e-Learning Packages, and shall form the exclusive statement of all the matters covered by the Contract and these Conditions.  Any and all previous course of dealings, written or oral understandings, discussions, representations, correspondence and communications between the Parties relating to the matters covered by the Contract and/or these Conditions are hereby superseded.

15.2        Any term or condition of the Customer’s Order which is any way inconsistent with or in addition to these Conditions shall not be applicable or binding on Bayer, unless otherwise agreed in a written agreement signed by Customer and Bayer, and any failure by Bayer to object shall not be considered a waiver of these Conditions. 

 

16.          Assignment

16.1        The Customer shall not assign or otherwise transfer the Contract or any of its rights and obligations hereunder, whether in whole or in part without the prior written consent of Bayer.  Any such unauthorised assignment shall be deemed null and void.

 

17.          No waiver

17.1        No failure on the part of Bayer to exercise, and no delay on its part in exercising, any right or remedy under these Conditions or any Contract will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

17.2        No waiver of any provision of these Conditions or any Contract shall be effective unless made in writing and signed by the Party granting the waiver.

 

18.          Illegality

18.1        If any provision of these Conditions or any Contract is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions or Contract and the remainder of the provisions in question shall not be affected.

 

19.          Rights of Third Parties

19.1        A person or entity who is not a Party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of the Contract, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description.  For the avoidance of doubt, an Authorised User of the Customer shall not have any right to enforce any term of the Contract.

 

20.          Governing Law and Jurisdiction

20.1        These Conditions and all Contracts shall be construed in accordance with, and governed by, Singapore law, without giving effect to any principles of conflicts of law.

20.2        The Parties hereby submit to the non-exclusive jurisdiction of the Singapore courts.

 

21.          Acceptance

21.1        Access to and use of this website are subject to these Terms and Conditions. Please discontinue the registration or checkout process if you do not agree with these conditions.