Terms and condition

1. Introduction

1.1 About Orbas Learn

Orbas Learn is a digital learning platform owned and operated by Blackridge Group Ltd (registered in England & Wales under company number 16482166, with its registered office at 61 Bridge Street, Kington, Hertfordshire, United Kingdom, HR5 3DJ) (“Blackridge”, “we”, “us” or “our”). As part of the wider Orbas ecosystem, Orbas Learn provides a suite of tools, services and content for creating, delivering, accessing and monetising educational materials in a variety of digital formats. The Platform is available to:

• Individual Learners seeking to consume educational content

• Independent Instructors and content creators publishing courses

• Education Providers wishing to host or licence content

• Institutional Partners integrating the Platform into their own offerings

All users of Orbas Learn (whether casual visitors, registered learners, instructors or partners) must comply with these Terms.

1.2 Scope of these Terms

These Terms and Conditions (“Terms”) govern your access to and use of the Orbas Learn Platform, including without limitation:

• the website and web-based interface

• mobile applications and APIs

• all content made available on or through the Platform

• any ancillary services (support, analytics, marketing tools, integrations)

Supplemental policies—such as our Privacy Policy, Refund Policy, Cookie Policy and Content Standards—apply to specific services or features. In the event of any conflict, the supplemental policy will prevail to the extent of that conflict.

1.3 Agreement to Terms

By accessing, registering for or using the Platform, you:

• confirm that you have read, understood and accepted these Terms in full; and

• agree to be legally bound by them.

If you do not agree with any part of these Terms, you must immediately stop using the Platform. If you use the Platform on behalf of a company, organisation or other legal entity, you warrant that you have the authority to bind that entity to these Terms; in such event, “you” and “your” shall refer to that entity.

1.4 Updates and Modifications

We may amend these Terms at any time for legal, operational or commercial reasons (including changes in law, best practices or Platform functionality). We will notify you of any material changes by:

• posting the revised Terms on the Platform with an updated “Last Updated” date; and

• where appropriate, sending you an email at the address linked to your account.

Your continued use of the Platform after the effective date of any amendment constitutes acceptance of the revised Terms. If you do not agree to the updated Terms, you must cease using the Platform immediately.

1.5 Interpretation & Definitions

• Headings are inserted for convenience only and shall not affect the interpretation of any provision

• The words “includes” and “including” shall be construed as if followed by “without limitation.”

• References to the singular include the plural and vice versa.

The following defined terms apply throughout these Terms:

• “User” means any individual or legal entity accessing or using the Platform.

• “Learner” means a User who consumes educational content on the Platform.

• “Instructor” means a User who creates, uploads or delivers content.

• “Content” means any text, video, audio, image, software, document, course material or data made available on the Platform by Blackridge or by Users.

• “Account” means a User’s registered login credentials and profile.

• “Services” means all functionality, features and tools made available through the Platform.

1.6 Contact Information

If you have questions about these Terms or wish to send us legal notices, please contact:

Blackridge Group Ltd

61 Bridge Street, Kington, Hertfordshire, United Kingdom, HR5 3DJ

Email: legal@orbas.io

Support Portal: https://support.orbas.io/hc/orbas-services

All formal notices should be submitted in writing and clearly marked.

2. User Agreement (Terms of Service – All Users)

2.1 Eligibility and Registration

2.1.1 Age Requirements

You must be at least sixteen (16) years of age to register for or use the Platform. If you are under eighteen (18), you may only use the Platform under the supervision of a parent or legal guardian who accepts these Terms on your behalf. We reserve the right to request proof of age or parental consent at any time.

2.1.2 Legal Capacity

By registering or using the Platform, you warrant that you have full legal capacity and authority under English law to enter into binding contracts. If you register on behalf of a company, organisation or other legal entity, you further warrant that you are duly authorised to bind that entity to these Terms.

2.1.3 Registration Obligations & Identity Verification

 To access certain features—such as course creation, publishing or monetisation—you must complete our registration process and:

 a. provide true, accurate, current and complete information as prompted by the registration form;

 b. maintain and promptly update such information to keep it accurate; and

 c. submit to any Know-Your-Customer (KYC), anti-fraud or identity-verification checks we deem necessary (including provision of official identity documents or proof of address).

Failure to comply with these requirements may result in restricted access, suspension or termination of your Account.

2.1.4 One User, One Account

Each natural person or legal entity is permitted a single, unique Account unless we expressly agree otherwise in writing. Duplicate, shared or impersonated Accounts are strictly prohibited and may be suspended or terminated at our discretion.

2.2 Account Usage and Responsibilities

2.2.1 Accurate Information

You are solely responsible for ensuring the accuracy and completeness of all Account information (including name, email address, billing details, tax status and payment information). We shall not be liable for any losses, missed communications or service disruptions resulting from outdated or incorrect data.

2.2.2 Password Security

You must keep your login credentials confidential, choose strong, unique passwords and notify us immediately of any unauthorised use or suspected breach of your Account. We accept no liability for losses arising from unauthorised access if you fail to safeguard your credentials.

2.2.3 Account Sharing & Impersonation

Accounts are personal and non-transferable. You may not share your credentials, allow others to use your Account, or impersonate any other person or entity. Any breach of this provision may result in immediate termination of access and potential legal action.

2.3 Platform Services & Limitations

 2.3.1 Description of Services

Orbas Learn provides:

• enrolment in self-paced and instructor-led digital courses;

• tools for creation, publishing and monetisation of educational content;

• AI-assisted drafting, recommendations and personalisation features;

• communication channels between learners and instructors; and

• analytics dashboards and performance reports.

2.3.2 No Guarantee of Availability

We endeavour to maintain continuous access but do not guarantee uninterrupted service. The Platform is provided on an “as-is” and “as-available” basis.

2.3.3 Beta and Experimental Features

From time to time you may have access to beta or pilot features. These are provided without warranty, may be modified or withdrawn at any time, and are used entirely at your own risk.

2.4 Termination and Suspension

2.4.1 By Orbas Learn

We may suspend or terminate your access, with or without notice, if you materially breach these Terms, provide false information, fail to pay fees, engage in unlawful activity or if required by law or court order.

2.4.2 By You

You may cancel your Account at any time via your Account settings or by contacting support. Upon cancellation, paid services will be deactivated and no refunds will be issued except as mandated under UK consumer law or our Refund Policy.

2.4.3 Effects of Termination

On termination:

• all licences granted to you under these Terms will cease immediately;

• your access to courses, content and analytics will be revoked; and

• we may retain your data for legal, audit and security purposes in accordance with our retention policies.

2.5 Payments & Charges

2.5.1 Fees

You agree to pay all fees for course purchases, subscriptions and add-on services as displayed at checkout. Fees are non-refundable except as required under UK consumer protection laws or our Refund Policy.

2.5.2 Taxes & Currency

All prices are exclusive of VAT and other applicable taxes unless explicitly stated. You are responsible for any local taxes, currency conversion charges and banking fees. Invoices will be issued in GBP in compliance with UK law unless otherwise agreed.

2.5.3 Chargebacks & Fraud

In the event of a chargeback, payment dispute or suspected fraud, we may suspend your Account pending investigation. You may be liable for administrative fees and the original transaction amount, and we reserve the right to recover any losses via third-party collection services or legal proceedings.

2.6 Intellectual Property

2.6.1 Platform IP

All intellectual property rights in the Platform’s software, design, trademarks, logos and any content developed by Blackridge Group Ltd (the “Company Content”) are owned by Blackridge Group Ltd or its licensors.

2.6.2 User Content Licence

By uploading or submitting any content to the Platform (“User Content”), you grant Blackridge Group Ltd a worldwide, non-exclusive, royalty-free, revocable licence to use, host, display, reproduce, distribute and promote such User Content for the purpose of operating and marketing the Platform. You warrant that you own or have licensed all rights necessary to grant this licence.

2.6.3 No Transfer of IP Rights

Except for the licences expressly granted herein, no ownership or other rights in any intellectual property are transferred between you and Blackridge Group Ltd.

2.6.4 Copyright Takedown & Complaints

If you believe material on the Platform infringes your copyright under the Copyright, Designs and Patents Act 1988, submit a notice to legal@orbaslearn.com including:

• your physical or electronic signature;

• identification of the copyrighted work;

• identification of the infringing material and its location on the Platform;

• your contact details;

• a statement of good-faith belief that the use is unauthorised; and

• a statement of accuracy under penalty of perjury.

2.7 Disclaimers & Limitation of Liability

2.7.1 No Guarantee of Outcomes

All content is for general educational purposes only. We make no guarantees as to learning outcomes, skill acquisition, exam success or commercial results.

2.7.2 Third-Party Links

The Platform may contain links to third-party sites or integrations, for which we bear no responsibility or liability.

2.7.3 “As-Is” Basis

The Platform is provided without warranties of merchantability, fitness for a particular purpose or non-infringement.

2.7.4 Liability Cap

To the fullest extent permitted by law, our total liability to you under or in connection with these Terms will not exceed the greater of: (i) the total fees paid by you in the six (6) months immediately preceding the event giving rise to the claim; or (ii) £100. This cap does not apply to liability for death or personal injury, fraud or any liability which by law cannot be excluded.

2.8 Governing Law & Dispute Resolution

2.8.1 Governing Law

These Terms are governed by and construed in accordance with the laws of England and Wales.

2.8.2 Jurisdiction

You and Blackridge Group Ltd irrevocably submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute arising out of or in connection with these Terms.

2.8.3 Alternative Dispute Resolution

Before commencing court proceedings, parties shall attempt to resolve disputes by negotiation in good faith or by referral to a recognised ADR provider (e.g. CEDR).

2.8.4 No Class Actions

You agree not to bring any claim or proceeding as a class, collective or representative action.

3. Instructor Agreement 

These Additional Terms supplement the general Terms and apply to any User who creates, uploads or delivers educational content (“Instructor”).

3.1 Eligibility & Onboarding

3.1.1 Proof of Identity & Qualifications

Instructors must submit valid photographic ID (for example, a UK passport or driving licence) along with evidence of any professional or academic credentials relevant to their subject matter. We may carry out background checks or request further documentation—including DBS checks where required by law—either before or after you begin publishing.

3.1.2 Onboarding & Compliance

Before publishing, you must complete our onboarding process, which requires you to:

• Review and accept these Terms, the Acceptable Use Policy, Content Standards and any supplemental guidelines;

• Confirm compliance with the Equality Act 2010 by ensuring all course materials are non-discriminatory and accessible; and

• Meet technical specifications (e.g. minimum video resolution, caption or transcript requirements, file formats).

Failure to satisfy these onboarding steps or any material breach of our policies may result in suspension of your instructor privileges.

3.2 Course Content Responsibilities

3.2.1 Originality & Accuracy

You warrant that every element of your Course Content is either wholly original or properly licensed, factually accurate, and up to date. Nothing you publish may mislead learners about your expertise or professional status.

3.2.2 Third-Party Content Licensing

Any third-party media (images, audio, video, text or code) used must either be owned by you or licensed under terms fully compatible with UK copyright law (for example, Creative Commons licences permitting commercial use or royalty-free stock licences). All content must carry proper attribution in accordance with its licence.

3.2.3 Prohibited Content

 We will remove without notice any content that:

•  Is defamatory, hateful or discriminatory (including anything contrary to the Equality Act 2010)

•  Contains unverified or misleading advice in regulated fields (such as legal, medical or financial services)

•  Portrays pornography, graphic violence or encourages unlawful activity; or

•  Infringes third-party intellectual property or contains malicious code.

3.2.4 Quality Standards

Your courses must adhere to Orbas Learn’s Quality Framework, which covers:

• Clarity: clear audio/video, readable text and high-quality visuals;

• Structure: coherent module sequencing, explicit learning objectives and appropriate assessments;

• Accessibility: adherence to WCAG 2.1 AA standards (e.g. captions, transcripts, keyboard navigation);

• Engagement: inclusion of interactive elements, quizzes or practical exercises where suitable.

Content failing to meet these standards may be rejected or require revision.

3.3 Licensing & Rights

3.3.1 Instructor Ownership

You retain all intellectual property rights in the original Course Content you create and upload.

3.3.2 Licence to Orbas Learn

By submitting your content, you grant Blackridge Group Ltd a worldwide, non-exclusive, royalty-free licence to host, store, display, stream, market and embed that content across Orbas Learn and its partner platforms for the purposes of providing and promoting the service.

3.3.3 Revocation Procedures

You may request removal of your content at any time. We will honor such requests provided that:

• Learners already enrolled retain access until their paid period expires;

• Any affiliate or promotional commitments are honoured or mutually concluded; and

• We may retain archival copies of your content for audit, compliance or dispute-resolution purposes.

3.4 Earnings, Fees & Payouts

3.4.1 Revenue Share & Payouts

Your net earnings equal gross course revenue less a 12.5 percent platform commission. You may request payouts on demand via your Instructor dashboard; we typically process withdrawals within 24–48 hours, subject to verification.

3.4.2 Commission Structure

A flat 12.5 percent commission applies to every course sale, covering hosting, support, payment processing and promotional services.

3.4.3 Deductions for Chargebacks & Fraud

We reserve the right to withhold or reclaim any amounts associated with chargebacks, confirmed fraud or refunds issued under our Refund Policy. You agree to cooperate with any related investigations.

3.4.4 Tax Obligations

You act as a self-employed contractor under UK tax law. It is your responsibility to:

• Register for self-assessment and submit accurate returns to HMRC;

• Register for and account for VAT if required; and

• Retain records for at least six years in accordance with HMRC guidelines.

We do not withhold any taxes on your behalf.

3.5 Moderation & Removal

3.5.1 Right to Review & Remove

We may review, moderate or remove any content that breaches these Terms, violates the law or fails to meet our quality or accessibility standards.

3.5.2 Appeal Process

If your content is removed or flagged, we will notify you of the reasons. You may submit a written appeal within seven days; an independent moderation panel will issue a final decision within fourteen days of your appeal.

3.5.3 Permanent Bans

Repeated or serious violations—such as intellectual property infringement, harassment or fraudulent activity—may result in permanent revocation of your instructor privileges without compensation.

3.6 Indemnity

3.6.1 Instructor Indemnity

You shall indemnify, defend and hold harmless Blackridge Group Ltd, its officers, directors, employees and agents against all liabilities, losses, damages, costs or expenses (including legal fees) arising from any third-party claim related to:

 a) your Course Content or its use;

 b) alleged infringement of third-party rights; or

 c) your breach of these Terms or applicable law.

Instructors are advised to maintain adequate professional indemnity insurance to cover potential liabilities under this clause.

4. Acceptable Use Policy (AUP – All Users)

4.1 General Conduct

4.1.1 Lawful Use Only

You must use Orbas Learn in full compliance with all applicable UK laws and regulations, including (but not limited to) the Computer Misuse Act 1990, Copyright, Designs and Patents Act 1988, Fraud Act 2006 and Equality Act 2010. Any use of the Platform for illegal, fraudulent or harmful purposes is strictly prohibited.

4.1.2 Respectful Engagement

All communication and content—whether in courses, forums, messaging or reviews—must be conducted professionally and courteously. Harassment, discrimination, hate speech or any form of abusive behaviour directed at individuals or protected groups (as defined by the Equality Act 2010) will not be tolerated.

4.2 Prohibited Conduct

You must not, under any circumstances, do any of the following:

• Upload or share content that infringes copyright or other intellectual property rights, discloses personal data without consent, or contains malware or viruses;

• Send unsolicited messages, phishing attempts or other spam, or misuse the Platform’s advertising features;

• Reverse-engineer, decompile, scrape or otherwise attempt to extract or misuse the Platform’s source code, databases or APIs;

• Create or use false identities, impersonate any person or entity, or provide misleading information in breach of the Fraud Act 2006;

• Post defamatory, obscene or pornographic material, unverified advice in regulated fields (legal, medical, financial), or content that encourages unlawful activity.

4.3 Enforcement

4.3.1 Warnings and Corrective Action

Minor or first-time violations may result in a formal warning, a requirement to remove or amend offending content, or temporary suspension of specific Platform features.

4.3.2 Suspension and Permanent Ban

Serious or repeated breaches may lead to immediate suspension or permanent termination of your Account (across all Orbas platforms) without refund, and we reserve the right to pursue legal remedies.

4.3.3 Reporting Violations

If you observe or experience prohibited conduct, please report it using the in-platform reporting tool or by contacting support. All reports are handled confidentially in accordance with our Privacy Policy and the Data Protection Act 2018.

4.3.4 Cooperation with Authorities

Blackridge Group Ltd will comply with lawful requests from law enforcement and regulatory bodies—such as court orders, search warrants or requests under the Regulation of Investigatory Powers Act 2000—by providing relevant user data and activity logs.

5. AI Tools Disclaimer

5.1 Scope of AI Features

We integrate artificial intelligence purely to assist Instructors with course creation: suggesting syllabi structures, drafting lesson outlines and offering content-improvement recommendations. These AI tools do not interact directly with Learners, grade assignments or replace human-led instruction. Some features rely on third-party models (for example, OpenAI’s GPT series); your use of those services is governed by the third party’s own licences and reliability standards. Blackridge Group Ltd gives no warranty—express or implied—regarding the accuracy, legality or fitness for purpose of any AI-generated output.

5.2 Limitations & Accuracy

AI outputs are produced by statistical analysis of training data and may be incomplete, outdated or contain errors. You remain fully responsible for reviewing, fact-checking, editing and verifying any AI-assisted material prior to publication. In regulated domains (such as legal, medical or financial content), you must obtain independent professional advice before relying on AI suggestions.

5.3 No Professional Advice

The AI tools provided are not intended to furnish legal, medical, financial or any other form of regulated advice, nor to substitute for qualified experts. Any decision or action you take based on AI-generated content is at your own risk, and you should consult appropriately accredited professionals when professional guidance is required.

5.4 Ethical & Acceptable Use

Use of AI features for academic dishonesty, plagiarism, unethical manipulation of content or creation of harmful material is strictly prohibited. Misuse of AI tools may result in removal of your content, suspension or termination of your Account in accordance with our Acceptable Use Policy (Section 4).

5.5 Liability & Indemnity

To the fullest extent permitted by English law, Blackridge Group Ltd shall not be liable for any direct, indirect or consequential losses arising from your use or misuse of AI-generated outputs. This exclusion does not apply to liability for death or personal injury caused by our negligence, fraud or any liability which by law cannot be excluded. You agree to indemnify and hold harmless Blackridge Group Ltd (and its officers, employees and agents) against all third-party claims, losses, damages or expenses (including legal fees) arising from your publication or use of AI-assisted content.

6. Miscellaneous Provisions

6.1 Entire Agreement

These Terms and Conditions, together with any policies or guidelines expressly incorporated by reference (including, without limitation, the Privacy Policy, Refund Policy, Cookie Policy and Acceptable Use Policy), constitute the entire agreement between you and Blackridge Group Ltd in relation to your use of the Orbas Learn Platform. They supersede all prior agreements, understandings or communications—whether written or oral—relating to the subject matter herein.

6.2 No Waiver

No failure or delay by Blackridge Group Ltd in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy. Any waiver of any provision of these Terms must be made expressly in writing and signed by an authorised representative of Blackridge Group Ltd to be effective.

6.3 Severability

If any provision of these Terms is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be struck out and the remaining provisions shall continue in full force and effect, preserving to the greatest extent possible the intent of the parties.

6.4 Assignment

You may not assign, novate or otherwise transfer any of your rights or obligations under these Terms without the prior written consent of Blackridge Group Ltd. We may assign, novate or transfer our rights and obligations under these Terms, in whole or in part, to any member of our corporate group or to any successor in connection with a merger, acquisition or sale of assets, without notice to or consent from you.

6.5 Notices & Communications

All notices or other communications under these Terms must be made in writing. Notices to you will be sent to the email address or postal address you have provided in your Account; notices to Blackridge Group Ltd should be addressed to the Legal Department at our registered office or by email to legal@orbaslearn.com (and marked “Attention: Legal Department”). A notice shall be deemed to have been received: if sent by email, upon the sender’s receipt of a delivery-confirmation or read-receipt; or if sent by recorded delivery or courier, on the second Business Day after posting or dispatch.

6.6 Survival

Clauses which by their nature are intended to survive termination or expiry of these Terms—including (but not limited to) provisions on intellectual property rights, indemnity, limitation of liability, governing law, dispute resolution and data protection—shall remain in full force and effect notwithstanding any termination or expiry of your Account or use of the Platform.

7. Data Protection & Privacy

7.1 Data Controller

Blackridge Group Ltd (company no 16482166), trading as Orbas Learn, is the data controller in respect of all personal data processed through the Platform. Our Data Protection Officer may be contacted at privacy@orbas.io.

7.2 Personal Data We Collect

We collect only the categories of personal data necessary to deliver our services and comply with legal obligations: identity and contact details (e.g. name, email, address); account and transactional records (e.g. course enrolments, payments, subscriptions); technical and usage data (e.g. IP address, device information, cookies); KYC and verification data (e.g. identity documents, proof of address); and any communications you send to us (e.g. support tickets, feedback).

7.3 Purposes and Lawful Bases for Processing

We process your personal data strictly for specified, legitimate purposes, relying on the following UK GDPR bases:

• Performance of Contract (Art 6(1)(b)) – to provide, administer and improve the Platform, fulfil course enrolment, process payments, and respond to your requests;

• Legal Obligation (Art 6(1)(c)) – to comply with UK law, including tax, anti-money-laundering and consumer-protection requirements;

• Legitimate Interests (Art 6(1)(f)) – for fraud prevention, Platform security, usage analytics, service improvement and direct marketing (where not overridden by your rights);

• Consent (Art 6(1)(a)) – for non-essential cookies and electronic marketing communications in line with the Privacy and Electronic Communications Regulations 2003.

7.4 Data Security & Use of Processors

We have implemented appropriate technical and organisational measures—such as encryption, pseudonymisation, access controls, staff training and regular security reviews—to protect your data against unauthorised access, loss or destruction. We engage only UK- or EU-adequate third-party processors under written data-processing agreements that impose GDPR-compliant obligations. A current list of our processors is available on request.

7.5 International Transfers

Should we transfer personal data outside the UK or European Economic Area, we will rely on:

(i) adequacy decisions issued by the UK Information Commissioner’s Office or European Commission;

(ii) the UK’s approved Standard Contractual Clauses; or (iii) Binding Corporate Rules.

7.6 Data Retention

We retain personal data for no longer than necessary in light of the purposes for which it was collected and to satisfy statutory retention periods. In general:

Account & Transaction Data:

• retained while your Account is active and for seven years thereafter to meet HMRC and audit requirements;

• Support & Correspondence: retained for three years from the date of communication;

• Marketing Consents: retained until you withdraw consent; and

• Anonymised Analytics Data: retained indefinitely for service improvement and research.

7.7 Your Rights

Under Chapters II and III of the UK GDPR, you have the right to request: access to your personal data; correction of inaccuracies; erasure of data (“right to be forgotten”); restriction or objection to processing; and portability of your data. Where processing is based on consent, you may withdraw consent at any time. To exercise any right, please contact us at privacy@orbas.io. We will respond to valid requests within one month (or up to three months for complex cases).

7.8 Cookies & Tracking

Our Platform uses cookies and similar technologies to personalise your experience, analyse usage and serve relevant content or advertising. On your first visit, a cookie banner will appear in accordance with the Privacy and Electronic Communications Regulations. You may withdraw or modify your consent at any time via our Cookie Settings link.

7.9 Complaints

If you consider that our processing of your personal data violates UK data-protection law, you have the right to lodge a complaint with the UK Information Commissioner’s Office at https://ico.org.uk.

7.10 Changes to this Section

We may update this Data Protection & Privacy section to reflect changes in legal requirements, guidance or our data-handling practices. We will notify you of any material changes by updating the “Last updated” date below and, where appropriate, via a notice on the Platform.

8. Force Majeure

8.1 Definition

In these Terms, a “Force Majeure Event” means any circumstance beyond the reasonable control of the affected party, including but not limited to Acts of God (such as floods, earthquakes, epidemics or pandemics), war, riot, civil commotion, terrorist attack, government-imposed restrictions or embargoes, strikes or other labour disputes, failure or interruption of utilities or communications networks, fire, explosion, or any event of a similar nature.

8.2 Suspension of Obligations

If a Force Majeure Event prevents or delays either party from performing any of its obligations under these Terms, that party’s performance shall be suspended to the extent and for the duration of the Force Majeure Event. During such suspension, the affected party shall use all reasonable endeavours to mitigate the effect of the Force Majeure Event and resume performance as soon as reasonably practicable.

8.3 Notice

The party affected by a Force Majeure Event shall, without undue delay, give written notice to the other party specifying:

• the nature of the event;

• its expected duration; and

• the obligations affected.

Failure to give timely notice shall not prejudice the affected party’s rights under this clause, provided that the other party is not materially prejudiced as a result.

8.4 Termination for Prolonged Force Majeure

If a Force Majeure Event continues for a continuous period of more than ninety (90) days, either party may terminate these Terms by giving at least ten (10) Business Days’ written notice to the other party. Such termination shall be without liability to either party for monies due under these Terms up to the date of termination, but shall not affect any rights or liabilities accrued prior to termination.

9. Third-Party Rights

9.1 Exclusion of Third-Party Enforcement

Except as expressly provided in Clause 9.2, nothing in these Terms shall confer on any person who is not a party to them any right to enforce any provision by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise.

9.2 Permitted Third-Party Enforcement

Notwithstanding clause 9.1, the following entities shall have the right to enforce provisions of these Terms to the extent necessary for the proper provision of Services:

• Blackridge Group Affiliates. Any subsidiary or holding company of Blackridge Group Ltd, or any subsidiary of such holding company, may enforce rights granted to Blackridge Group Ltd under these Terms.

• Authorised Subcontractors. Third-party service providers engaged by Blackridge Group Ltd to perform any of its obligations (such as hosting, payment processing or customer support) may enforce those specific rights and obligations in these Terms that are necessary to the performance of their subcontracted services.

No other third party may rely on or enforce any term of these Terms.

10. Variation

10.1 Amendments by Orbas Learn

We may amend these Terms from time to time for legal, operational or commercial reasons. We will give you at least thirty (30) days’ notice of any material changes by posting the revised Terms on the Platform (with an updated “Last updated” date) and by emailing the address registered to your Account.

10.2 Your Acceptance

If you do not agree to any amendment, you must immediately cease using the Platform and may cancel your Account in accordance with clause 2.4.2.

10.3 Deemed Acceptance

Your continued use of the Platform after the effective date of any amendment constitutes your acceptance of the revised Terms.

11. Notices

11.1 Form of Notice

All notices under these Terms must be in writing and sent by one of the following methods:

• Email: to the recipient’s designated email address; or

• Recorded delivery or courier: to the recipient’s registered office (for Blackridge Group Ltd) or, for Users, to the postal address supplied in your Account.

11.2 Effective Date of Notice

An email notice is deemed received on the date of transmission, provided no bounce-back is received. A notice sent by recorded delivery or courier is deemed received on the second Business Day after posting.

11.3 Addresses for Service

To you: the email or postal address you provided when registering your Account.

To Blackridge Group Ltd:

Legal Department

Blackridge Group Ltd

61 Bridge Street, Kington, Hertfordshire, United Kingdom, HR5 3DJ

Email: legal@orbas.io