Terms of Use | ONYX Training

ONYXTrain Terms of Use

Last updated: 7 January 2026

1.Definitions

In these Terms of Use (the “Terms”), unless otherwise expressly provided, each of the following terms shall have the meaning set opposite it:

Access Period – the period of time for which the Subscriber is granted access to the Products, as specified in the appropriate Order/written confirmation (including email) (“Order”).

Business Days – 9am to 5pm UK time, Monday through Friday, excluding public and bank holidays in Bailiwick of Guernsey.

Commencement Date – the date these Terms take effect as listed on the Order, or otherwise the date of the Order itself.

Confidential Information – all confidential information disclosed by a party ("Discloser") to another party ("Recipient"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of the Subscriber shall include Subscriber Data; Confidential Information of each party shall include these Terms and all Orders, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.

Company – ONYX Solutions Limited, registered company number is CMP73826 whose registered office is The Barn, Unit 5, Houmet House, La Route des Houmets, Castel, Guernsey, GY5 7XZ.

Data Protection Legislation – the General Data Protection Regulation (EU) 2016/679, as adopted into law of the United Kingdom in the Data Protection Act 2018, the Data Protection (Bailiwick of Guernsey) Law 2017, and any legislation and/or regulation which amends, replaces, re-enacts, or consolidates them, as may be in force and applicable, from time to time.

Fees – fees as specified on the Order, invoices or as otherwise disclosed by the Company to the Subscriber from time to time in accordance with these Terms.

Intellectual Property Rights – including patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. Including, without limiting the foregoing, all rights held by the Company and/or its licensors in relation to the Products.

Licensors – any third party that licenses intellectual property, content, software or technology to the Company for inclusion in or provision of the Products.

Order – the order form between the Subscriber and the Company, any other document, or other written correspondence for placing orders that are agreed between the Company and the Subscriber from time to time, including amendments or addenda to such documents.

Personal Data – as defined in the Data Protection Legislation.

Products - the courses and/or software and/or services and the content in them as applicable, each as listed in the Order which are to be provided by the Company to the Subscriber for use.

Subscriber – the person, partnership or company which has entered into these Terms with the Company.

Subscriber Data – all information, data, text, logos, images, audio, video, and content in any form provided by Subscriber to Company in relation to or for use within the Products.

Third-Party Suppliers - any third party that provides, licenses, hosts, or supplies content, software, technology, or services to the Company for inclusion in or support of the Products.

User – any person who accesses the Products directly or indirectly as a result of the Subscriber entering into the Order whether or not a fee is paid.

2.Fees and Payment

In consideration for the provision of the Products, the Subscriber shall pay all Fees in the currency stated in the invoice, unless such fees are disputed in good faith by the Subscriber. Fee payments are non-cancellable, and Fees paid are non-refundable, unless otherwise stated herein.
Unless otherwise stated, Fees are exclusive of all applicable taxes, levies or duties imposed by tax authorities.
Unless otherwise stated, Fees are based on services purchased and not actual usage.
The Company reserves the right to increase the Fees. Such increases shall not exceed an aggregate annual increase of 5%.
If the Subscriber fails to pay the Company in full by the due date, at the Company’s discretion, outstanding Fees may accrue late interest at an annual rate of the Bank of England Base Rate plus 2% of the outstanding balance. The Company shall not exercise its rights under this clause if Subscriber disputes the applicable charges reasonably and in good faith and cooperates diligently to resolve such dispute.

3.Supply of Products

The Company will make the Products available to the Subscriber and Users for the duration of the stated Access Period.
The Company reserves the right to amend the Products, if necessary, as long as it will not materially degrade the nature or quality of the Products.
The Subscriber accepts and understands that the Company does not offer any regulated advice, including legal advice or financial advice, and that Products are not intended to constitute legal advice and will not absolve the Subscriber of their responsibility to comply with any regulations they are subject to.
Where a Product has been customised or edited on request of the Subscriber, the Subscriber shall be responsible for the accuracy of the content of the Product.
Where the Products are made available to the Subscriber in downloadable format:
1. The Company is responsible for the cost, operation, and maintenance of the website where downloads are available; and
2. Subscriber is responsible for all computer hardware and software required to access the Products for download including establishing and maintaining Subscriber’s network connectivity, sufficient bandwidth between Subscriber's facilities and the internet and servers for hosting the downloaded Products and purchasing any third-party software which may be required to use the Products.

4.Acceptable Use of Products

The Subscriber undertakes that:
1. The Subscriber’s license is non-transferable, non-assignable, and non-sublicensable. The Subscriber may not permit access to the Products by persons who are not its partners, staff, or affiliates/group companies’ staff, who shall be bound by all the rights and obligations of these Terms, as Subscriber;
2. The maximum number of Users that it will authorise to access and use the Products shall not exceed the number of Users listed on the Order. Where Subscriber exceeds the listed number of Users, the Company may charge the Subscriber for the additional usage on a pro-rata basis;
3. It will not attempt to use the Company’s systems, networks, or data without consent (including through open relay, port probing and the use of packet sniffers), regardless of whether or not such access or use has any adverse effect on the system, network, or data;
4. It will keep secure any identification, password and other Confidential Information relating to User accounts;
5. It will not send spam email from the Products;
6. It will not do anything which constitutes a misuse of the Company’s or any other person's Confidential Information;
7. If it becomes aware of a User acting in breach of these Terms , the Subscriber shall immediately suspend the User’s access (where direct access is permitted) or notify the Company to ensure suspension of the Products. If the Subscriber does not do this, the Company may (but shall not be obligated to) disable the relevant User’s access to the Product, without liability or prejudice to its other rights, and without prior notice to the Subscriber or the User.
If the Company receives a complaint from a third party regarding the acceptable use of the Products by the Subscriber or its Users, the Company will make reasonable endeavours to resolve such complaint working together with the Subscriber, except:
1. In relation to complaints that are the subject of court order or proceedings, or
2. where the Company reasonably believes that it must take urgent action without reference to the Subscriber.

5.Product Rights

Certain Products or elements of the Products may be licensed to the Company by Third-Party Suppliers/Licensors. The Subscriber acknowledges that use of the Products is subject to licence restrictions designed to protect such third-party intellectual property. Nothing in these Terms creates a contractual relationship between the Subscriber and any such licensor, and the Company remains fully responsible to the Subscriber under these Terms.
All Intellectual Property Rights in the Products are owned by the Company and/or its Licensors. The Subscriber acknowledges that certain elements of the Products are licensed to the Company and are protected by third-party intellectual property rights. Except as expressly permitted by these Terms, no rights are granted to the Subscriber other than the right to access and use the Products during the Access Period.
Without limitation, this may include any suggestions provided by the Subscriber and/or its Users in relation to the Products, which may be used by the Company and its Third-Party Suppliers/Licensors without restriction or obligation. The Subscriber shall not sub-license, assign or otherwise transfer the rights granted under these Terms.
The Subscriber retains ownership of any Intellectual Property Rights in its Confidential Information and in the Subscriber Data. The Subscriber grants the Company, and its Third-Party Suppliers/Licensors permission to use and reproduce all Subscriber Data, to the extent necessary, solely in order to fulfil its obligations under these Terms.
Other than as expressly set forth in these Terms, nothing grants the Subscriber any right, title, license, or interest in or to the Products or the Company’s Confidential Information. All Intellectual Property Rights in the Products are reserved by the Company and/or its licensors.
Save to the extent expressly permitted by applicable law, the Subscriber will not, nor allow any third-party, to reverse engineer, decompile, copy, or attempt to discover any source code or underlying ideas or algorithms of the Products, or remove or modify any copyright, trademark, or other proprietary notices of the Company, or its Third-Party Suppliers/Licensors. The Subscriber will not access the Products to copy their features, functions, or graphics.

6.Suspension of Access to the Products

The Company may, at its absolute discretion, where possible with advanced notification to the Subscriber, suspend access to the Products:
1. during any technical failure, modification or maintenance involved in the Products. The Company will use reasonable endeavours to procure the resumption of the Products as soon as reasonably practicable;
2. if the Subscriber fails to comply with any provision in these Terms, including failure to pay Fees due, or does anything which in the Company’s opinion may have the effect of jeopardising the operation of the Products, until remedied;
3. where the Company is made aware that Subscriber Data is illegal, offensive, objectionable or in breach of a third-party's rights;
4. in extreme circumstances, to protect the personal safety of Users of the Products, the Company’s websites, the Company’s staff, or the public.
If the Subscriber’s account is suspended or terminated due to the Subscriber’s breach, reactivation will be completely at Company’s discretion.

7.Company Obligations

7.1.The Company warrants that:

7.1.1.it is validly existing under the laws of its incorporation and has all rights, powers, and authorities to enter into these Terms;

7.1.2.the Products shall perform materially in accordance with these Terms but other than as set out in these Terms, insofar as liability may lawfully be excluded or limited, the Products are provided “as is,” without any warranty whatsoever;

7.1.3.it shall use commercially reasonable endeavours to make the Products available in accordance with these Terms and with reasonable skill and care;

7.1.4.it shall provide support to the Subscriber as is reasonably necessary to allow the Subscriber and Users to use the Products;

7.1.5.the Products will be provided with a level of care, skill, and diligence in accordance with common practice in the relevant industry. The Company will take reasonable steps to ensure, but does not warrant that the Products will be free from external intruders (hackers), virus or worm attack, denial of service attack, or other persons having unauthorised access to the Products;

it shall comply with all applicable laws and regulations including those relating to anti-bribery, anti-corruption, anti-money laundering and modern slavery.

7.2.The Company cannot and does not assume any responsibility for the privacy or security practices of any third-party websites which the Subscriber or Users may be able to access through the Products.

8.Subscriber Obligations

The Subscriber warrants that:
1. it is validly existing under the laws of its incorporation and has all rights, powers, and authorities to enter into these Terms;
2. at the time of entering into these Terms, the Subscriber is not relying on any representation made by the Company which has not been stated expressly in these Terms;
3. it will comply with all applicable laws and regulations in collecting, compiling, storing, accessing, and using Subscriber Data in connection with the Products.
The Subscriber shall:
1. be solely responsible for the accuracy, quality, and integrity of Subscriber Data.
2. cooperate with the Company on all matters relating to the Products including by providing the Company with all information and materials reasonably required to supply Subscriber with the Products;
3. be responsible for any unauthorised use of the Product by Users and notify the Company as soon as it becomes aware of any unauthorised use of the Products by any person.
4. comply with all applicable laws and regulations.
The Subscriber shall not:
1. store, reproduce, distribute, or publish the Products whether in whole or in part, and in any form or media, without prior written agreement of the Company, other than contemplated under these Terms;
2. use any parts of Products provided by the Company to create a software or other product where the use is substantially similar to that of or competes with the Products.

9.Data Protection

Both the Company, and the Subscriber shall each comply with all applicable requirements of the Data Protection Legislation in connection with the performance of these Terms.
The Company and the Subscriber acknowledge that for the purposes of the Data Protection Legislation, the Subscriber is the Data Controller and the Company is the Data Processor, both as defined in the Data Protection Legislation. The Subscriber acknowledges that where the Company uses usernames to track the number of unique Users for licence management purposes, the Company is the Data Controller solely for this limited purpose.
The Subscriber will ensure that it has all necessary appropriate consents and notices in place to collect any Personal Data that it keeps on the Products and to enable lawful transfer of the Personal Data to the Company for the duration and purposes of these Terms.
The Company shall process Personal Data for the purpose of providing the Products and solely on behalf of and in accordance with the documented instructions of the Subscriber (including as set out in these Terms). The Company (and where applicable, its Sub-processors/Third-Party Suppliers engaged for delivery of the Products) may use Personal Data to:
1. monitor and maintain an account history of the Subscriber’s and Users’ use of the Products;
2. monitor and address complaints, other feedback, and to resolve disputes;
3. contact the Subscriber in relation to use of the Products.
The Company will not transfer any Personal Data outside of the Bailiwick of Guernsey, the United Kingdom or European Economic Area unless to a country or territory recognised as providing an adequate level of protection for Personal Data under applicable Data Protection Legislation. Any other transfer will require prior written consent of the Subscriber. The Company shall have no responsibility where the Subscriber or its employees, agents, consultants, or subcontractors access Personal Data from outside of the Bailiwick of Guernsey, United Kingdom or European Economic Area resulting in the transfer of the Personal Data outside those territories.
The Company will ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data. This includes measures against accidental loss, destruction, or damage to, Personal Data.
The Subscriber and the Company will notify each other as soon as reasonably practicable, and in any event within 48 hours after becoming aware of any personal data breach (as defined in the Data Protection Legislation).
In the event that the Company receives a subject access request, request for erasure of Personal Data, notification, complaint or other communication from an individual to whom the Personal Data relates, or a request from a regulatory authority which is addressed to, or intended for the Subscriber, it will promptly pass on such communication and provide the Subscriber with reasonable assistance where required, unless prevented from doing so by law or regulation. The Company will assist the Subscriber, as reasonably necessary to carry out a privacy impact assessment and audits, including inspections, conducted by the Subscriber or other auditor authorised by the Subscriber.
The Company will ensure that all employees, agents, consultants, and subcontractors who have access to and/or process Personal Data are obliged to keep the Personal Data confidential.
The Subscriber shall be responsible for its actions and the action of its employees, agents, consultants, and subcontractors that result in the Company being in breach of this clause 9.
The Subscriber acknowledges and agrees that the Company may engage sub-processors to process the Personal Data. The Company may appoint a new sub-processor provided that the Subscriber is given 30 days' prior notice and the Subscriber does not legitimately object to such changes within that timeframe. If such objections are legitimate, the Subscriber may, by providing written notice to the Company, terminate the Order and these Terms. The Company will ensure that any sub-processors to whom it transfers the Personal Data enter into written agreements with the Company requiring that the sub-processor abide by terms no less protective than these Terms.

10.Confidentiality

Each party shall treat the other party’s Confidential Information as confidential and shall not use, divulge, communicate, or disclose the other party’s Confidential Information to any other person without the party’s prior written consent. This obligation shall not apply where:
1. The Confidential Information was in possession of the Recipient, without the obligation of confidentiality, prior to its disclosure;
2. The Confidential Information was obtained by a third party without a confidentiality obligation;
3. The Confidential Information was already in the public domain at the time of disclosure, otherwise than by reason of a breach of these Terms;
4. Disclosure is required by law, by any governmental or other regulatory authority, or by a court, or other authority of competent jurisdiction. Where it is legally permissible to do so, the Discloser will notify the other Recipient of such a disclosure as soon as reasonably practicable.

11.Term and Termination

These Terms shall commence on the Commencement Date and will continue for the duration stated in the Access Period.
Without affecting other rights available to the Company or the Subscriber, either party may terminate these Terms and/or the relevant Order with immediate effect by giving written notice to the other party if:
1. The other party fails to pay an amount due according to these Terms on the payment due date, and remains in default for not less than 30 Business Days after being notified in writing to make such a payment, unless such Fees are disputed in good faith;
2. The other party commits a material breach of any term in these Terms which is irremediable or if such a breach is remediable, if the party fails to remedy that breach within 30 Business Days after being notified to do so;
3. The other party is subject to suspension of business, insolvency, institution of bankruptcy, liquidation proceedings, appointment of a trustee or receiver for its property or business, or any assignment, reorganisation, or arrangement for the benefit of its creditors or any analogous proceedings in any other jurisdiction;
4. The other party or any of its directors, officers or owners becomes a designated person under any sanctions laws applicable to the terminating party, or if performance of these Terms or the relevant Order would cause the terminating party to breach any such laws.
Upon termination of these Terms, or expiry of the applicable Access Period for any reason, the Subscriber shall cease all use of the Products. Upon request by the Subscriber made within 30 days of the date of such termination or expiry, the Company shall make available to the Subscriber a downloadable file of Subscriber Data in Microsoft Excel format. In line with the Company’s data management processes, the Company will delete all Subscriber Data from the Services following this 30-day period, and shall, unless otherwise required by law, have no obligation to retain or provide any Subscriber Data thereafter.
Clauses ‎2, ‎5, ‎10, 11.3, and ‎12 shall survive termination of these Terms.

12.Liability

Nothing in these Terms shall limit or exclude Company’s liability for:
1. death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors;
2. fraud or fraudulent misrepresentation;
3. any other loss that cannot be excluded pursuant to applicable laws.
Subject to clause ‎12.1, neither party shall be liable to the other or any third party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising in connection with these Terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill, and any indirect or consequential loss.
Subject to clause ‎12.1 and without prejudice to clause ‎12.2, each party’s total liability to the other party, or any third party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising in connection with these Terms shall be limited to 300% of the total Fees paid by the Subscriber and received by Company under these Terms in the 12 months preceding the date any such liability arises.
The Company shall defend the Subscriber against any claim, demand, suit or proceeding made or brought against the Subscriber by a third party alleging that the Subscriber's use of the Products in accordance with the terms of these Terms infringes or misappropriates the Intellectual Property Rights of a third party.
The Subscriber shall indemnify the Company against all costs, claims, damages, losses and expenses arising out of or connected with:
1. the Subscriber’s use of the Products not in accordance with these Terms; or
2. from the Subscriber’s failure to comply with any applicable laws and regulations.

13.Force Majeure

Where a liability would otherwise exist, neither the Company nor the Subscriber shall be liable to the extent that the circumstances creating that liability have arisen for reasons outside its reasonable control.

14.Notices

Any notice given under these Terms shall be given in writing and shall be deemed to have been received if sent via email to the other party’s most recently provided email address. If an email is sent before 4:30pm on a Business Day, it shall be deemed received on that day.

15.General Terms

Modification – The Company may vary these Terms only with the written agreement of the Subscriber. The Company may vary the Fees pursuant to clause ‎2.
Parties’ Relationship - The Subscriber and the Company are independent to one another, and nothing herein shall be deemed to cause these Terms to create an agency, partnership, employment relationship or joint venture between them.
Entire Contract – These Terms and the Order constitute the entire agreement of the parties relating to the matters covered by these Terms, and supersede all prior representations, proposals, discussions, and communications, whether oral or in writing. Each party acknowledges that in entering into these Terms it does not rely on, and shall have no remedies in respect of, any representation or warranty that is not set out in these Terms.
Assignment – The Company may assign any or all of its rights and obligations under these Terms to any affiliated entity which directly or indirectly controls, is controlled by or is under common control with the Company without the consent of the Subscriber, on the condition that the assignee expressly assumes all of the obligations for the performance of these Terms. The Subscriber shall not assign these Terms without written consent of Company including by reason of merger, consolidation, reorganisation, or the like. Where there is a purported assignment by the Subscriber in breach of this clause the Company may terminate these Terms upon written notice to the Subscriber without refund of any prepaid Fees covering the remainder of the term of all subscriptions after the effective date of termination.
Severance - If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect.

16.Governing Law and Jurisdiction

These Terms and any dispute or claim rising in connection with it, or its subject matter or formation (including non-contractual disputes or claims) shall be governed and construed according to the law of the Bailiwick of Guernsey.
Each party irrevocably agrees that the courts of the Bailiwick of Guernsey shall have exclusive jurisdiction to settle any dispute or claim arising in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).