Terms of Service

Between Keith Taynton, trading as TrioLMS (“we”) and the organisation named when TrioLMS is bought or in its order (the client). A TrioLMS administrator accepts them for the client when buying, or on the client account’s Home for a client set up by us.

1. The service

TrioLMS hosts training sites for the client, each with its own address, people, groups, courses and training records, with the features and limits of the client’s TrioLMS account, the add-ons it has bought and anything we grant (together, what the client has), as the client account shows them.

2. Accounts

• The client chooses its TrioLMS administrators, site admins and other people, and is responsible for what they do in TrioLMS.
• Every account is verified before it can sign in. Sign-in codes, authenticator apps and passkeys are for their owner alone.
• The client tells us at once, at security@triolms.com, if it thinks an account has been misused.

3. The account, seats and payment

• The account is paid monthly in advance, from the day and time it is bought: an account bought on 13 March renews on 13 April, and on the same day each month after (or the month’s last day, when it is shorter). Prices are in USD, GBP or EUR, plus tax, and the client keeps the currency it first paid in. Stripe sells the account as merchant of record through Managed Payments, and its terms cover the payment itself.
• Every account in a site uses one seat from when it is added until it is removed, including the client’s own staff and anyone from outside who manages a site; nobody has a free seat. The client may not use more seats, sites, course storage or add-ons than it has; if it goes over, it is asked to come back within its limits or buy more.
• Every change to what the client has is an order, which takes effect once it is paid (or, when nothing is due, once applied).
• Additions start at once and are charged straight away for the time left until the next billing date.
• Reductions start at the next billing date and are not refunded. A reduction saved less than 24 hours before a billing date waits for the one after, and nothing can be reduced below what is in use.
• A free trial lasts 14 days, one for each person, company and card, and needs a card. It is the basic setup only: 5 seats, one site and 1 GB of course storage, with nothing added. Buying it gives the basic account (5 seats, one site and 10 GB of course storage), to which the client can then add. Unless the client buys before it ends, the account closes when it ends, is kept for 14 days in which the client can still buy, and is then deleted with everything in it, its sites and their addresses included. A person, company or card that has had a trial can buy TrioLMS but can’t start another trial.
• Fair use is 1,000 xAPI statements a seat a month, counted across the account in each billing period. Past it, we may add an overage fee to the next renewal, for each seat and each started 1,000 extra statements a seat, at the rate on our price list or one we have agreed with the client. Past twice the limit, tools that send statements with LRS keys are slowed until the period ends; learners taking courses are not.
• Prices are those on our price list. Any discount is ours to give, is shown in the client account, and lasts as long as it says.
• We may change prices for future periods, telling the TrioLMS administrators by email at least 30 days before.
• If a payment fails, the client has 14 days’ grace, after which its sites are paused until it pays.
• Fees are not refundable, except where these terms or the law say otherwise.

4. Ending

• The client can cancel at any time from Plan and billing; the account then runs to the end of the month paid for.
• For a serious breach of these terms, we may suspend or end the service if the client doesn’t put it right within 14 days of our notice, or at once where needed to protect the service, other clients or anyone else. A breach of section 6 is dealt with under section 7, with no notice period.
• When the account ends, the client’s sites are paused for 60 days, in which its site admins can export every record, then archived, and deleted 6 months after the account ended.
• The client can also close one site: pause it, archive it or delete it. Closing happens at the next billing date and can be cancelled until then. A paused site’s course storage and custom address are still charged. An archived site’s training records are kept, read-only, for its audit period at no charge, and its course files are deleted. A deleted site stays archived for 30 more days, then is destroyed.

5. The client’s content, data and customers

• The client owns its content: its courses, its people’s data and their training records. It lets us host, copy and show them only to provide the service.
• The Data Processing Agreement covers personal data in the client’s sites and forms part of these terms.
• The client must have the right to host every course and file it uploads, and keeps to the rules on content and use in section 6. It is responsible for everything its people, authors and site admins upload, approve or send in TrioLMS, including courses made by others.
• The client may run sites for its own customers. They are not our clients: the client is responsible for its agreements with them, for their people and content as if they were its own, and for telling them that their site runs on TrioLMS. We support the client, not its customers.
• Where the client processes its customers’ personal data in TrioLMS, it must have their authority to do so, including to use TrioLMS as its subprocessor, as the Data Processing Agreement says.

The Data Processing Agreement

6. Content and use that are not allowed

TrioLMS hosts lawful workplace training only. The client must not upload, host, send, show or link to any of the following through TrioLMS, and must make sure its people don’t (together, banned content):

1. Anything unlawful where it is hosted, or where the client or its people use it.
2. Child sexual abuse material, or anything that sexualises, grooms, exploits or endangers children.
3. Pornography, sexually explicit material, nudity for sexual purposes, or the offer of sexual services.
4. Illegal drugs: anything that promotes, sells or supplies controlled drugs or psychoactive substances, or shows how to make, grow, get or use them, or how to misuse medicines.
5. Terrorism and violent extremism: anything that promotes, supports, glorifies or recruits for terrorism, a proscribed or designated organisation, or violent extremism, or gives instructions for an attack.
6. Extreme political content: anything that promotes an extremist political ideology, such as one that rejects democracy, the rule of law or equal rights for others, or calls for violence, the violent overthrow of a government or the persecution of any group.
7. Religious content: religious teaching or instruction, worship, preaching or proselytising, content from or on behalf of a religious order, church or other religious body explaining or promoting its beliefs, and anything that promotes, recruits for or attacks a religion.
8. Hate speech: anything that attacks, threatens, demeans or stirs up hatred or violence against people for their race, ethnicity, nationality, religion or belief, sex, gender identity, sexual orientation, disability, age or any other characteristic the law protects.
9. Harassment, bullying, threats, intimidation or stalking, or publishing someone’s private details to target them.
10. Graphic violence or gore, cruelty to people or animals, or anything that encourages suicide, self-harm or eating disorders.
11. Weapons: anything that sells or supplies firearms, ammunition, explosives or other weapons, or shows how to make them or get round the controls on them.
12. Fraud and deception: scams, phishing, pyramid or Ponzi schemes, money laundering, impersonating anyone, false or misleading claims, or fake qualifications, certificates, accreditations or training records.
13. Anything that infringes copyright, trade marks or other intellectual property, or breaks a confidence, including courses, media or software the client has no licence to use.
14. Malicious code: viruses, ransomware, spyware, crypto-miners, or any script that collects data without consent or attacks a browser, a device or the service.
15. Personal data the client has no lawful basis to process, intimate images shared without consent, secret recordings, or anything else that breaks someone’s privacy.
16. Gambling, betting or lotteries without the licence the law requires, or anything that encourages children to gamble.
17. Other illegal goods and services: people trafficking, modern slavery, stolen or counterfeit goods, regulated goods sold without the licence the law requires, or anything that breaks sanctions or export controls.
18. Anything defamatory, in contempt of court or in breach of a court order, or false or misleading content likely to cause serious harm, such as dangerous health claims.
19. Spam: unsolicited marketing or bulk messages sent through TrioLMS emails or notifications.
20. Using TrioLMS other than for training: as general file hosting, to sell access to it to others, or to probe, overload or get round the limits or security of the service (except security testing we agree to in writing).

Training that deals with these subjects factually, for a lawful workplace purpose, is not banned content, as long as it isn’t sexually explicit and doesn’t promote what it teaches people to deal with: for example safeguarding, drug and alcohol awareness, counter-terrorism duties, equality, diversity and discrimination law, anti-harassment, anti-fraud, data protection, and health and safety training. That includes factual training on religion or belief at work and the law on it, but never religious teaching, or explanations of a faith given by or for a religious order or body. We decide in good faith whether content falls within this paragraph.

7. Removing content, suspending and ending for banned content

• We don’t have to check content before it is hosted, and choosing not to doesn’t make us responsible for it. We may look into content we are told about or have reason to think is banned content.
• If we reasonably believe content is banned content, we may at once, without notice, remove it, delete it or block access to it, and suspend the course, the account that uploaded it, the site or the whole client. We tell the TrioLMS administrators what we did and why, unless the law or a public authority stops us.
• We may end the service for the client at once, by notice, for a serious breach of section 6 (such as any content in items 2, 3, 5, 6 or 14 of section 6), for repeated breaches, or if the client doesn’t remove banned content when we ask. We end the accounts of anyone who repeatedly infringes copyright.
• When we suspend or end the service under this section, the client gets no refund or credit for any part of a period it has paid for, and still pays fees already due. The rest of our rights stay as they are.
• When we end the service under this section, the 60 days in section 4 still apply to the client’s training records, so its site admins can export them, but not to banned content, which we may delete at once.
• We report content we believe is illegal to the police or the authority the law names, keep copies where the law requires it, and give information to authorities when the law requires us to.
• The client covers our reasonable losses and costs, including legal costs, from any claim against us about content it or its people hosted or sent in breach of section 6.
• Anyone can report content they think breaks these terms to support@triolms.com. We aren’t liable to the client for anything we do in good faith under this section.

8. Our part

• We provide the service with reasonable skill and care, and keep the security measures in the Data Processing Agreement’s Annex.
• We aim to keep TrioLMS available at all times, but don’t promise it will never be interrupted; we plan maintenance for quiet hours.
• We may improve and change the product, but won’t take away a main feature of what the client has during a period it has paid for.
• Courses from other sources run as their authors made them; we aren’t responsible for their content or accessibility.

9. Liability

• Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else the law doesn’t allow to be limited.
• Neither side is liable for indirect or consequential loss, or for lost profits, revenue or goodwill.
• Otherwise, each side’s total liability in any 12 months is limited to the fees the client paid in those 12 months. This limit doesn’t apply to the client’s duty in section 7 to cover our losses from its content.

10. General

• We may update these terms, telling the TrioLMS administrators by email at least 30 days before a change takes effect. A client that doesn’t accept the change may cancel before then with a refund of the unused part.
• Neither side may transfer this agreement without the other’s consent, except to whoever takes over its whole business.
• Notices to the client go by email to its TrioLMS administrators; notices to us go to legal@triolms.com.
• These terms are governed by the law of England and Wales, and its courts decide any dispute.
• The client uses TrioLMS for its trade, business or profession, not as a consumer, and whoever accepts these terms for it has the authority to do so.