This User Agreement describes the terms on which Top Training Broker Limited (“Top Training Broker”, “TTB”, “we”, “us”), a UK based  limited company with its principal place of business in Ballyclare, Antrim, offers you (“you” or “your”) access to our site (including all content and functionality available through toptrainingbroker.com), and services provided by us. By visiting or using the services available on toptrainingbroker.com, toptrainingbroker.co.uk, toptrainingbroker.ie (the “Site” or “toptrainingbroker.com”) you are agreeing to the following terms without change, including those terms available by hyperlink (collectively, the “Agreement”). If you do not agree to any of the terms in this Agreement and the related policies referenced in this Agreement, please do not use this Site.

This Agreement is effective on April 10, 2009 for current members and users, and upon acceptance for new members and users.

1. Eligibility

Only parties that can lawfully enter into and form legal contracts may use the Site and our services. If you use our services, you expressly represent to us that you are at least over the age of eighteen (18) and may lawfully enter into and form binding contracts, conditions, obligations, affirmations, representations and warranties. Before you may become a user or member of the Site, you must read and accept all of the terms and conditions in this Agreement. We reserve the right in our sole and absolute discretion to refuse, suspend, or terminate service to anyone.

2. Use of the Site

You agree that you will use the Site and our services only for lawful purposes and in a lawful manner. While using the Site and our services, you agree that you will not:

• register under a false name or use an invalid or unauthorized email or physical address;
• use another´s account without permission;
• use an invalid or unauthorized payment method;
• impersonate another user or participate in projects under a false name;
• submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to post the material and grant us all of the license rights under this Agreement;
• violate any laws, third party rights, or our rights;
• fail to provide to a buyer final deliverables required by the buyer if you are the awarded provider, unless the buyer has materially changed the project’s scope or description after you were selected by them, a clear typographical error is made, or you are unable to communicate with the buyer;
• fail to notify your chosen provider of any material changes to the scope of the project after you have initiated contact with them;
• manipulate the price of any project or interfere with other user´s project listings;
• circumvent or manipulate our fee structure, the billing process, or fees owed to us;
• post false, inaccurate, misleading, defamatory, or libelous content (including personal information);
• take any action that may undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information off toptrainingbroker.com or using it for purposes unrelated to toptrainingbroker.com);
• transfer your account and User ID to another party without our consent;
• distribute or post spam, chain letters, or pyramid schemes;
• distribute viruses or any other technologies that may harm us, or the interests or property of our users;
• copy, modify, or distribute content from the Site and/or our copyrights and trademarks; or
• harvest or otherwise collect information about users, including email addresses, without their consent.

The Site contains robot exclusion headers. Much of the information on the Site is updated on a real-time basis and is proprietary to us, our users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: (a) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to us) from the Site without our prior express written permission and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (d) bypass any measures we may use to prevent or restrict access to the Site. Notwithstanding the foregoing, Top Training Broker grants the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the content, but not caches or archives of such materials.

We may report fraudulent conduct to law enforcement, and we will cooperate with law enforcement to ensure that violators are prosecuted to the fullest extent of the law.

3. Reservation of Rights

We retain the right, but do not have an obligation, in our sole and absolute discretion, to immediately stop any project or transaction, prevent or restrict access to the Site or to our services, or take any other action in case of technical problems, objectionable material, inaccurate project listings, inappropriately categorized projects, inaccuracies, unlawful projects or content, procedures or actions otherwise prohibited by our policies and rules, or for any other reason.
We do not endorse any user submitted content to the Site, or any opinion, recommendation, or advice expressed by users. We expressly disclaim any and all liability in connection with content submitted by users.

4. Legal Relationships and Obligations of Parties

(a) Top Training Broker Provides a Venue and Brokerage service. The Site is an online venue where buyers post projects for Learning & Development  (L&D) related services and products, L&D providers and suppliers of L&D related products and services submit project replies in response to the buyer’s requirements, and buyers choose the reply(s) they like.

(b) Contracts between Buyers (users) and Providers (members). By registering as a Buyer (user), you acknowledge and agree that you contract directly with Providers to buy services.

Buyers also acknowledge that you do not have to award the project to any of the providers but that you will at all times use toptrainingbroker.com to post real projects which have a stated monetary value and with the intention of genuinely considering awarding the project to one of the replying providers who satisfy all of your stated requirements.

Buyers also agree at all times and relating to all posted projects to view a minimum of two provider replies and contact at least one provider via the Site.

By registering as a Provider you acknowledge and agree that you will contract directly with the Buyer if awarded a project.

Additionally, you acknowledge and agree that the value, reputation, and goodwill of Top Training Broker depends in part on your performance of your covenants and agreements. You further agree that we have the right to take such actions, including without limitation suspension, termination, or legal actions, as we in our sole discretion deem necessary to protect the value, reputation, and goodwill of Top Training Broker.

(c) No Agency. No agency, franchise, partnership, joint-venture, or employee-employer relationship is intended or created by this Agreement.

(d) Links to Third Party Content. You may find on the Site links to other sites. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such sites or resources; or (ii) the content, advertising, or products on or available from such sites or resources. The inclusion of any link on the Site does not imply that we endorse the linked site. You use the links at your own risk and expressly relieve us from any and all liability arising from your use of any third-party website.

(e) User replies and proposals. You shall be solely responsible for your own project replies, proposals and profiles and all content you post on the Site, and the consequences of posting or publishing entries or content. When posting replies or comments to the Site, you affirm, represent and/or warrant that: you own or have the necessary licenses, rights, consents and permissions to use and authorize us to use all patent, trademark, trade secret, copyright, or other proprietary rights in and to any and all of your replies of content, to enable inclusion and use of your replies and content in the manner contemplated on the Site and in this Agreement.

5. Fees

There is no cost to becoming a registered buyer (user) on the Site. There is subscription fee to become a registered provider. We also charge all subscribers a commission on all projects won via the Site. We may choose to temporarily change the fees for our services for promotions or for new services. All fees are quoted in £ sterling unless otherwise stated. You agree to pay in a timely manner and with a valid payment method, all fees applicable to your use of the services. If your payment method fails, we may collect fees owed using other collection mechanisms. We reserve the absolute right to suspend accounts and / or revoke subscriptions which are in arrears.

6. Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THIS SITE SHALL BE AT YOUR SOLE RISK. THIS SITE AND THE SERVICES PROVIDED BY US ARE PROVIDED ”AS IS,” AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE SITE BY ANY THIRD PARTY. WE CANNOT GUARANTEE CONTINUOUS OR SECURE ACCESS TO OUR SERVICES OR THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS. OPERATION OF THE SITE MAY BE AFFECTED BY FACTORS OUTSIDE OF OUR CONTROL. TO THE FULLEST EXTENT LEGALLY PERMITTED,TOPTRAININGBROKER, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS DISCLAIM AND EXCLUDE ALL IMPLIED WARRANTIES, TERMS AND CONDITIONS, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, WHICH YOU RECEIVE FROM US OR THROUGH THE USE OF OUR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

7. Release of Liability

You will not hold Top Training Broker, its officers, directors, employees or agents responsible for other users’ and members actions or inactions, including their posts and replies. You acknowledge and agree that we are not a traditional auctioneer. We provide a venue for Training Buyers and Training providers to post and reply to L&D related projects and contract opportunities. Except when purchasing L&D related Services for its own use, Top Training Broker is not a party to any contract for L&D related Services. We have no control over and do not guarantee the quality, safety or legality of L&D related Services, the truth or accuracy of project listings or member information, the qualifications, background, or abilities of members, the ability of  Training Providers and Suppliers of services to deliver L&D related Services, or that members will complete a transaction. Each provider / supplier and buyer must look solely to the other for enforcement and performance of all the rights and obligations pursuant to the transactions it entered into with the other on toptrainingbroker.com, and any other terms, conditions, representations, or warranties associated with such transactions.

If you have a dispute with another Member or User, you release Top Training Broker (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
You will not hold us liable to you or any other member for any special, indirect, consequential or punitive damages pursuant to this agreement, including but not limited to, loss of profits, loss of business opportunities or loss of goodwill or reputation, even if advised of the possibility of such damages.

This Site is controlled and offered by us from facilities in the UK. We make no representations that the Site is appropriate or available for use in other jurisdictions. Those who access or use the Site from other jurisdictions do so as their own choice and are solely responsible to comply with local law.

8. Indemnity

You agree to defend, hold harmless and indemnify Top Training Broker, its officers, directors, employees and agents, from and against any and all losses, costs, expenses, damages or other liabilities (including reasonable solicitors’ fees) incurred by us from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against us: (a) in connection with your use of the Services or the use of the Service using your account, including any payment obligations incurred through use of the Services; or (b) resulting from: (i) your use of the Site (ii) your decision to supply credit information via the Site, including personal financial information; (iii) your decision to submit postings and accept replies from other members; (iv) any breach of contract or other claims made by members or Users with which you conducted business through the Site; (v) your breach of any provision of this Agreement; (vi) any liability arising from the tax treatment of payments or any portion thereof; (vii) any negligent or intentional wrongdoing by any member; (viii) any act or omission of yours with respect to the payment of fees; (ix) your dispute of or failure to pay any invoice or any other payment; and/or (x) your obligations to another member or User. This defense and indemnification will survive this Agreement and your use of the Site.

9. Intellectual Property

(a) Content License and Access. When you submit content to the Site, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display and perform the content in connection with the Site, in any media known now or in the future.

Subject to and conditioned on compliance with this Agreement, we grant you a limited license to access and to use the Site for the purpose of buying and selling the services offered by users (buyers) and providers (members).
You cannot and must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any content found on toptrainingbroker.com in any way for any public or commercial purpose without our prior written consent or the consent of the rights holder. Unless you are otherwise lawfully entitled to do so, you cannot and must not use any content found on the Site on any other site, in a networked computer environment, or in any medium, for any purpose except your own internal viewing. You agree that you will not attempt to reverse engineer or attempt to interfere with the operation of any part of the Site unless expressly permitted by law.

The Site or any portion thereof may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by us, in writing.

(b) Reservation of Rights; Limited Licenses. We and our licensors retain all of its right, title and interest in and to all patent rights, inventions, copyrights, know-how and trade secrets relating to the Site. The Top Training Broker logo and name are trademarks of Top Training Broker Limited, and may be registered in certain jurisdictions. All other product names, company names, marks, logos and symbols on toptrainingbroker.com may be the trademarks of their respective owners. Except as expressly stated above, nothing in this Agreement confers any license under any of our or any third party’s intellectual property rights, whether by estoppel, implication or otherwise.

(c) Abuse of Intellectual Property Rights. Please report problems, offensive or infringing content, and policy violations to us. We want to make sure that the content on the Site does not infringe upon the copyright, trademark or other rights of third parties. If you believe that your rights have been violated, please notify us at contact@toptrainingbroker.com and we will investigate.

10. Notices

Unless you otherwise tell us in writing, we will communicate with you by email (using the email you provided to us during the registration process, as amended by you) or by posting communications on the Site. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication 24 hours after we send it to the email address you have provided to us (unless the sender is notified that the email address is invalid), or when we posts such communication on the Site. You must keep your email address updated, and you must regularly check the Site for postings. We may also give you legal notice to the address provided during the registration process (as amended by you). In such case, notice shall be deemed given three days after the date of mailing. All notices to us intended to have a legal effect concerning this Agreement must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address:
Top Training Broker limited, 33 Henryville Court, Ballyclare, Antrim, BT399FS
Such notices to Top Training Broker are deemed effective upon receipt.

11. Resolution of Disputes

If a dispute arises between you and us, our goal is to resolve such dispute quickly and cost effectively. Accordingly, you agree to contact us directly to seek a resolution before resorting to any course of legal action.

12. Termination

This Agreement shall become effective upon your acceptance or your use of the Site, and shall continue until terminated by us or you as provided for under the terms of this Section. Unless otherwise agreed to in writing between the parties, either party may terminate the Agreement at any time upon notice to the other party.
When your membership or user registration is terminated, you may no longer have access to data, messages, files and other material you keep on the Site. The material may be deleted along with all your previous posts and replies.

13. Site Policies

The following policies are part of this Agreement and provide additional terms and conditions related to specific services offered on toptrainingbroker.com (collectively, “Site Policies”):
Terms of use policy
Privacy policy
Copyright policy
We reserve the right to change each of the Site Policies. Changes take effect when we post them to the Site. When using services on the Site, you are subject to all posted policies and rules applicable to the services you use. All such policies are expressly incorporated into this Agreement.

14. General

Top Training Broker Limited is located at 33 Henryville Court, Ballyclare, Antrim BT399FS. You agree that the Site shall be deemed solely based in Antrim and that the Site shall be deemed a passive website that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Antrim. We may amend this Agreement at any time and in our sole discretion by posting the revised terms on this site. Unless otherwise stated in such revision, the revised terms will take effect when they are posted. You are responsible for reviewing the notice and any changes. This Agreement may not be otherwise amended except in a writing signed by both you and us. You can review the most current version of this Agreement at any time at: http://www.toptrainingbroker.com/user_agreement. Your continued use of the Site and our services following changes to the Agreement will constitute your acceptance of changes or modifications to this Agreement. If you do not agree to any changes to this Agreement, do not continue to use the Site or our services.

This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter of this Agreement. The following sections survive any termination of this Agreement: 4, 5, 6, 7, 8, 9,and 11.

You are responsible for compliance with applicable local laws, keeping in mind that access to the contents of this Site may not be legal for or by certain persons or in certain countries. Top Training Broker will not be considered to have modified or waived any of our rights or remedies under this Agreement unless the modification or waiver is in writing and signed by an authorized representative of Top Training Broker. No delay or omission by us in exercising our rights or remedies will impair our rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. If any part of this Agreement is held to be unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full force and effect. Nothing in this Agreement or related policies should be deemed to confer rights or benefits on third parties. You will not transfer, assign or delegate your rights or obligations (including your Account) under this Agreement to anyone without  our express written permission, and any attempt to do so will be null and void. We may assign this Agreement without restriction.

Except for the payment of fees to us, neither you nor we shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay.

The boldface paragraph headings in this Agreement are included for ease of reference only and have no binding effect. This Agreement and all policies and documents referenced in this Agreement comprise the entire agreement between you and us with respect to the use of this Site and our services and supersede all prior agreements between the parties regarding the subject matter contained herein as well as any conflicting or inconsistent terms in any websites that link to or are linked from this Site.