1. IN THIS CONTRACT:
"Authorised Person" means the person who is authorised to complete the @school Subscription Order Form on behalf of the Customer.
"Authorised User" means
a) where the Customer is a school or other education establishment (for the avoidance of doubt it shall not include a local education authority or local council), any employee or person engaged by the Customer to provide teaching services accessing the Service from any location or any pupil of the Customer accessing the Service from the Customer's site only; or
b) where the Customer is an individual, any member of the Customer's household accessing the Service from the Customer's home address only;
c) where the Customer is a local authority or local council, any employee employed exclusively to provide services to the Customer solely in its capacity as the local education authority accessing the Service from any location.
"@school" means Pedegog Ltd, trading as "@school".
"@school Group Company" means a subsidary of Pedegog Ltd or a subsidiary of that holding company, all as defined by Section 736 of the Companies Act 1985 as amended by the Companies Act 1989.
"@school Subscription Order Form" means the @school Subscription Order Form that has been completed by the Customer.
"Charges List" means a list of charges for the Service as may be varied by @school from time to time.
"Content" means information, video, graphics, sound, music, photographs, software and any other materials (in whatever form) or services which may be made available to the Customer as part of the Service.
"Contract" means, in order of precedence, any conditions displayed online as referred to in paragraph 6.5 below, these Conditions, the Charges List and, if any, the completed @school Subscription Order Form and Customer Requirement Form.
"Customer" means the educational institution or individual, as appropriate, named on the @school Subscription Order Form.
"Customer Information" means information, video, graphics, sound, music, photographs, software and any other materials (in whatever form) published or otherwise made available on the Customer Website (directly or indirectly) by or on behalf of the Customer by using the Service.
"Customer Website" means the website(s) established by or on behalf of the Customer using the Service.
"Internet" means the global data network comprising interconnected networks using the TCP/IP protocol suite.
"Internet Standards" means the protocols and standards defined in the following Internet documents: RFC 1009, 1122, 1123 and 1250 and any other applicable protocols and standards.
"Service" means the service provided by @school whereby the Customer can gain access to @school's on-line education service network currently known as @school via a telecommunications network and where applicable any services and facilities provided by @school for the Customer in connection with the Service and which are set out in the Charges List.
"Software" means any software provided by @school to enable the Customer to access or use the Service.
"Third Party Information" means information, video, graphics, sound, music, photographs, software and any other materials (in whatever form) not owned or generated by or on behalf of the Customer, published or otherwise made available on the Customer Website.
"URL" means a uniform resource locator, which is the full address for a web site.
The Service shall be provided for a minimum period of 3 months, 6 months, or 12 months depending on the choice of the individual home user, and a minimum period of 12 months for schools beginning on the day when valid user identification and password are issued and notified to Customer and the service is available for the first time ("the Minimum Period") unless this Contract is terminated earlier in accordance with this Contract. The home user subscription is automatically recurred for whichever subscription period chosen (i.e. every 3, 6, or 12 months). This will repeat until home users contact @school and cancel.
3. PROVISION OF THE SERVICE
3.1 @school will provide the Service to the Customer on the terms of this Contract.
3.2 @school will use reasonable endeavours to provide the Service by the date agreed with the Customer but all dates are estimates and @school accepts no liability for any failure to meet any such date.
3.3 @school will provide the Service with the reasonable skill and care of a competent telecommunications service provider.
3.4 It is technically impracticable to provide a fault free Service and @school does not undertake to do so. @school will however repair any reported faults in the Service as soon as it reasonably can.
3.5 Occasionally @school may:-
(a) for operational reasons change the technical specification of the Service;
(b) temporarily suspend the Service for operational reasons such as repair, maintenance or improvement of the Service or because of an emergency, but before doing so will give as much online, written or oral notice as is reasonably practicable. @school will restore the Service as soon as it reasonably can after temporary suspension; or
(c) give the Customer instructions which it believes are necessary for reasons of health, safety or the quality of any telecommunications service provided by @school to the Customer or any other customer.
3.6 With the exception of the Software, the Customer is responsible for providing suitable computer hardware, software and telecommunications equipment and services necessary to access and use the Service. In particular, this Contract does not include the provision of telecommunications services necessary to connect to the Service.
3.7 The Customer is responsible for the acts and omissions of all Authorised Users in connection with the Service and is liable for any failure by any Authorised User to perform or observe the terms and conditions of this Contract, including any instructions issued under paragraph 3.5.
3.8 @school reserves the right to vary the Content from time to time by adding, removing or modifying Content as @school thinks fit, and does not guarantee or warrant that any particular item or items of Content will be available at any given time.
4.0 CONNECTION OF EQUIPMENT TO THE SERVICE
4.1 The Customer must ensure that any equipment connected to or used with the Service is connected and used in accordance with any instructions, safety or security procedures applicable to the use of that equipment.
4.2 The Customer must ensure that any equipment which is attached (directly or indirectly) to the Service is technically compatible with the Service and approved for that purpose under any relevant legislation.
5.1 In order to access the Service the Customer will be issued a unique password and user IDs. The Customer is responsible for the security and proper use of all user IDs and passwords used in connection with the Service (including changing passwords on a regular basis) and must take all necessary steps to ensure that they are kept confidential, secure, used properly and not disclosed to unauthorised people.
5.2 The Customer must immediately inform @school if there is any reason to believe that a user ID or password has or is likely to become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way.
5.3 @school reserves the right to suspend user ID and password access to the Service if at any time @school considers that there has been, is or is likely to be a breach of security.
5.4 @school reserves the right (at its sole discretion) to require the Customer to change any or all of the passwords used by the Customer in connection with the Service.
5.5 The Customer must immediately inform @school of any changes to the information the Customer supplied when registering for the Service.
6.0 USE OF THE SERVICE
6.1 The Service is provided solely for the Customer's own use (including use by Authorised Users) and the Customer will not resell or attempt to resell the Service or allow access to the service (or any part or facility of it) to any third party .
(a) The Content is protected by copyright, trademark and other intellectual property rights, as applicable. The Customer must not and must not permit anyone else to copy, store, adapt, modify, transmit, distribute externally (and if the Customer accesses the Service from a LAN other than to Authorised Users on such LAN), perform, play or show in public, broadcast or publish any part of the Content.@school grants to the Customer a non-exclusive, non-transferable licence under the aforementioned intellectual property rights, for the duration of the Contract, to use the Content in accordance with the terms and conditions set out in this Contract only for the Customer's own educational purposes.
(b) The Customer is entitled to download and store the Content solely for its own use for the duration of this Contract. At the end of this Contract, the Customer must destroy or erase any Content that has been copied, downloaded or stored during this Contract and, if @school requires, will confirm in writing to @school that is has done so.
(c) If the Customer downloads and stores any Content, the Customer must destroy or erase any Content at the time that the Customer's licence granted in paragraph 6.2 (a) to use such Content ends.
6.3 The Customer is only allowed to use the Service for the purposes of education and must not commercially exploit any Content to the commercial detriment of @school or any supplier to @school of Content.
6.4 Some Content is supplied to @school by third parties and @school cannot warrant or guarantee the accuracy or completeness of any of the Content or any further information or results which may be derived from it. The Customer acknowledges that it is the Customer's responsibility to evaluate the accuracy and completeness of the Content. In particular the Customer acknowledges that it is not entitled to rely on any Content in making any decision and that the Customer's use of the Content (for whatever purpose) is at the Customer's sole risk.
6.5 The Customer acknowledges that there may be additional conditions displayed on line relating to particular Content. If the Customer chooses to access such Content those online conditions will also form part of this Contract.
6.6 The Customer shall be responsible for the creation, maintenance and design of all Customer Information.
6.7 The Customer warrants that the Customer Information is and will remain accurate and correct and will not include any information or material, any part of which, or the accessing of which would be a criminal offence or otherwise unlawful. In particular the Customer warrants that all necessary licences and consents (including but not limited to those from owners of copyrights or performing rights) have been obtained.
6.8 The Customer warrants that it will comply with all consumer and other legislation, instructions or guidelines issued by regulatory authorities, relevant licences and any other codes of practice which apply to the Customer or @school and which relate to the provision of Customer Information provided that @school has given notice to the Customer of those which apply to @school.
6.9 The Service must not be used:
(a) fraudulently or in connection with a criminal offence or giving rise to any civil liability;
(b) in breach of any instructions @school has given under paragraph 3.5 (c);
(c) to send or provide unsolicited advertising or promotional material or to receive responses to any unsolicited advertising or promotional material sent or provided using the Service or by any third party;
(d) other than in accordance with the acceptable use policies of any connected networks and the Internet Standards.
6.10 If the Customer or anyone else, with or without the Customer's knowledge or approval, uses:
(a) the Service in contravention of paragraphs 6.1, 6.2, 6.3 or 6.9; or
(b) the server capacity or the Software made available to it in any way which, in @school 's opinion, is, or is likely to be, detrimental to the provision of the Service to the Customer or any other customer and fails to take corrective action within a reasonable period of receiving notice from @school. @school can treat the contravention as a material breach of this Contract which cannot be remedied for the purposes of paragraph 14.
6.11 The Customer must indemnify @school against any claims or legal proceedings which are brought or threatened against @school by a third party because:
(a) the Service is used in breach of paragraph 6; or
(b) the Service is faulty or cannot be used by that third party.
and @school will notify the Customer of any such claims or proceedings and keep the Customer informed as to the progress of such claims or proceedings.
6.12 @school reserves the right to suspend user ID and password access to the Service if at any time @school considers that there is likely to be a breach of one of the conditions of this Contract.
Some versions of the Service can be used to enable access to the Internet. The Internet is independent of the Service and @school and use of the Internet is solely at the Customers risk and subject to all applicable laws. @school has no responsibility or liability for any information, software, services or other materials obtained by the Customer using the Internet.
8.0 INTELLECTUAL PROPERTY RIGHTS
8.1 Intellectual property rights in the Software or any documentation supplied by @school to the Customer are and remain the property of @school or its licensors.
8.2 The Customer agrees to comply with the terms of any agreements reasonably required by the owner of intellectual property rights in the Software or any documentation relating to the protection of those rights. Subject to the terms of this Contract, @school grants the Customer a non-exclusive non-transferable licence to use the Software or documentation to enable the Customer to use the Service.
8.3 The Customer will not, without @school 's prior written consent, copy or (except as permitted by law) disassemble, decompile, or modify the Software, nor copy the manuals or documentation.
8.4 @school may offer updates or modifications to the Software or documentation. Any applicable charges for such updates or modifications will be notified to the Customer at the time @school offers such updates or modifications.
9.1 The parties will keep in confidence any information (whether written or oral) of a confidential nature (including software and manuals) obtained under this Contract and will not disclose that information to any person (other than their employees or professional advisers, or in the case of @school the employees of a @school Group Company or their suppliers who need to know the information) without the written consent of the other party.
9.2 This paragraph 9 will not apply to:
(a) any information which has been published other than through a breach of this Contract;
(b) information lawfully in the possession of the recipient before the disclosure under this Contract took place;
(c) information obtained from a third party who is free to disclose it; and
(d) information which a party is requested to disclose and if it did not could be required by law to do so.
9.3 This paragraph 9 will remain in effect not withstanding any termination of this Contract.
10. CHARGES AND DEPOSITS
10.1 The charges for the Service ("the Charges") will be calculated in accordance with the Charges List and, in relation to Content in accordance with the charges for Content displayed online from time to time, in both such cases from the details recorded by or on behalf of @school. Charges are payable from the date on which @school first makes the Service available to the Customer.
10.2 Where the Customer is a school or educational establishment, the appropriate Charges will be payable annually in advance. Where the Customer is an individual, the appropriate Charges will be payable quarterly, half yearly or annually in advance, depending on what is specified in the @school Subscription Order Form. In the event that the @school Subscription Order Form does not specify a payment term, Charges will be payable annually in advance.
10.3 The Customer (schools) will receive an invoice for the appropriate Charges in accordance with Clause 10.2 above. Such invoice may be rendered by @school (or Pedagog Limited) or its agents, sub contractors or resellers.
10.4 The Customer (schools) will pay the invoice within 28 days of the date of the invoice. A daily rate of interest on late payments may be charged at a rate equal to 4% per annum above the base lending rate of Barclays Bank plc.
10.5 Unless @school 's Charges list provides otherwise, all charges for the Service will be invoiced in pounds sterling and are exclusive of Value Added Tax.
10.6 FREE THINKING INITATIVE - If a school registers with @school to take part in the ëFree
Thinking Initiative the above charges are waived. @school reserve the right to bar any schools at any time.
11. LIMITATION OF LIABILITY
11.1 @school is not liable to the Customer, either in contract, tort (including negligence) or otherwise for direct or indirect loss of profits, business or anticipated savings, nor for any indirect or consequential loss or damage or for any destruction of data.
11.2 @school 's liability to the Customer in contract, tort (including negligence) or otherwise in relation to this Contract is limited to £250,000 for any one incident or series of related incidents and to £500,000 for all incidents in any period of 12 months.
11.3 The Customer accepts that @school is under no obligation to edit, review or modify Customer Information or Third Party Information and that @school does not examine the use to which customers put the Service. However, @school reserves the right to remove any Customer Information or Third Party Information without notice for any reason whatsoever.
11.4 @school excludes all liability of any kind in respect of:
(a) Customer Information, Third Party Information, any other material on the Internet which can be accessed using the Service and is not responsible in any way for any goods (including software) or services provided by third parties advertised, sold or otherwise made available by means of the Service or on the Internet; and
(b) the accuracy, completeness or suitability for any purpose of any Content.
11.5 @school is not liable to the Customer either in contract, tort (including negligence) or otherwise for the acts or omissions of other providers of telecommunications or Internet services (including domain name registration authorities) or for faults in or failures of their equipment.
11.6 Each provision of this Contract, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts shall continue to apply.
12. MATTERS BEYOND EITHER PARTY'S REASONABLE CONTROL
12.1 If either party is unable to perform any obligation under this Contract because of a matter beyond its reasonable control such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving its employees), or acts of local or central Government or other competent authorities, or events beyond the reasonable control of its suppliers, it will have no liability to the other for that failure to perform.
12.2 If any of the events detailed in paragraph 12.1 continue for more than 14 days either party may serve notice on the other terminating this Contract.
13. TERMINATION OF THIS CONTRACT BY NOTICE
13.1 Subject to the Minimum Period thereafter either party may terminate this Contract on giving advanced notice to the other.
13.2 If @school gives notice during the Minimum Period, save for any reason of breach of this Contract by the, @school will repay or credit the appropriate proportion of any Charges paid in advance following expiry of the notice period.
13.3 Termination by notice under this paragraph 13 does not avoid any liability for the Service already provided.
14. BREACHES OF THIS CONTRACT
14.1 Either party may terminate this Contract or the provision of Service (in whole or in part) under it without notice if the other:
(a) commits a material breach of this Contract, which is capable of remedy, and fails to remedy the breach within a reasonable time of a written notice to do so; or
(b) commits a material breach of this Contract which cannot be remedied; or
(c) is repeatedly in breach of this Contract; or
(d) is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or if it goes into voluntary (otherwise than for reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over its assets.
14.2 If either party delays in acting upon a breach of this Contract that delay will not be regarded as a waiver of that breach. If either party waives a breach of this Contract that waiver is limited to that particular breach.
14.3 If @school terminates this Contract under paragraph 14.1, the Customer must pay @school all Charges which are due for the Service under the Contract, including any unpaid Charges for the remainder (if any) of the Minimum Period.
14.4 The Customer will continue to be liable to pay all Charges due for the Service during any period in which the Customer fails to comply with this Contract, including for any period when the Service is suspended.
Neither party may assign or transfer any of their rights or obligations under this Contract, without the written consent of the other, except that @school may assign or transfer its rights or obligations (or both) to a @school Group Company without consent.
16. ENTIRE AGREEMENT
This Contract contains the whole agreement between the parties and supersedes all previous written or oral agreements relating to its subject matter.
Notices given under this Contract must be in writing and delivered by hand, or sent by prepaid post, fax or electronic mail as follows:
(a) to @school at the address shown as the @school Subscription Order Form or on the last bill or any alternative address which @school notifies to the Customer at any time;
(b) to the Customer at the address to which the Customer asks @school to send invoices or the address of the Customer's premises.
18. CHANGES TO THIS CONTRACT
If the Customer asks @school to make any change to the Service @school may ask the Customer to confirm the request in writing. If @school agrees to a change, this Contract will be amended from the date when @school confirms the change in writing to the Customer.
@school can change the terms of this Contract (including the charges) at any time on 14 days' notice to the Customer.
19. LAN ACCESS
19.1 If the Customer accesses the Service via a LAN, the Customer is responsible for:
(a) providing and maintaining a suitable LAN and Internet protocol ("IP") router capable of interfacing satisfactorily with the Service;
(b) configuration of the IP router.
For the avoidance of doubt, @school is not responsible for providing any support whether technical or otherwise, to the Customer's LAN.
19.2 Where IP addresses are allocated to the Customer these are for use in connection only with the Service and all rights in those IP addresses belong to @school. The Customer cannot sell them or agree to transfer them to anyone else and must not try to do so. If this Contract is terminated for whatever reason the IP addresses will revert to @school. If the Customer requires further IP addresses, @school may withdraw previously allocated IP addresses and re-allocate a new extended IP address range.
19.3 The Customer must ensure that the number of concurrent users accessing the Service does not exceed the applicable maximum number specified in the Charges List.
This Contract is governed by the law of England and the parties shall submit to the exclusive jurisdiction of the English courts.
@school reserves the right to bring any special offer to a close whenever it sees as appropriate.
@school has the final decision on any matters regarding to any promotion or competition.