SCHOOL SUBSCRIBER AGREEMENT
LAST UPDATED: 09/02/2016
This agreement is between Hamilton Education Limited ('the Company', 'we', 'our' and 'us') and the School ('School' and 'you').
We may make changes to these terms from time to time. We may notify you of such changes by any reasonable means, including by posting the revised version of these terms on the Website. You can determine when we last changed these terms by referring to the 'LAST UPDATED' statement above. The School and every Authorised Users' use of the Services following changes to these terms will constitute your and each Authorised Users' acceptance of those changes. If you do not accept these terms please DO NOT continue to use the Services.
1.1 Authorised Users means the 31 individual teachers and staff members exclusively from the School who are permitted by the School to access to the Services from time to time;
1.2 Company means Hamilton Education Limited a Private Limited Company (Limited by Guarantee) registered in England and Wales under registered number 03435012 having its registered and trading addresses at 1a Howard St, Oxford, OX4 3AY.
1.3 Fee means the annual amount as stated on the Website (and as amended from time to time) which is payable by the School to the Company for subscribing for the Services;
1.4 School means the individual school, academy or institution that has paid the Fee and agreed to the terms of this agreement. We reserve the right to charge any educational establishment which consists of more than a single school, academy or institution separately for each individual entity which forms part of the establishment. The School will be represented by a representative whose details have been submitted to the Company as part of the subscription process and who has assumed the responsibility of setting up Authorised Users to access the Services. For the avoidance of doubt, the School is entitled to change its representative at any time provided and such change can be effected by contacting [email protected]
1.5 Services means as provided by the Company:
1.5.1 all Topic Blocks
1.5.2 all Science Strands
1.5.3 all English Plans and Resources; and
1.5.4 all Mathematics Plans and Resources.
1.6 Resources means the various plans and other materials (including the English, Maths, Science, and plans, sessions and materials) made available on the Website as part of the Services.
1.7 Software means the various software (including but not limited to source code) deployed to enable an Authorised User to access the Services.
2. In consideration of the payment of the Fee and the obligations undertaken by the School under this agreement:
2.1 the School is granted a non-exclusive, non-transferable limited licence for a period of 12 months starting on the date of the registration; and
2.2 the School is permitted to grant at any one time up to a maximum of 31 Authorised Users access to the Services for their own use and/or as teaching aids.
3. The School shall ensure that each person having access to the Services is:
3.1 an employee of the individual School or associated with it in a formal capacity;
3.2 an Authorised User; and
4.. In consideration of the obligations in this agreement each Authorised User may for the 12 month period specified in clause 2:
4.1 search, view, copy, download and print out the Resources relating to the Services from the Website; and
4.2 copy, revise, customise and use the Resources relating to the Services for their own use and/or as teaching aids
5. If the School exceeds the permitted number or type of Authorised Users in the period it will be subject to additional charges as set by the Company from time to time.
6. The School shall not and shall procure that each and every Authorised User does not:
6.1 copy, print out or otherwise reproduce any Resources (in whole or part) for any commercial use or any of purpose except as permitted under this agreement or authorised in advance the Company in writing;
6.2 mount or distribute any part of the Resources on any electronic network;
6.3 make available to anyone any username, password or other identification to the Services and/or any part of thereof. Where such disclosure of any such information occurs, the School shall inform the Company immediately so that we can take appropriate security measures. Without prejudice to any other right or remedy available to us we have the right to disable any username or password at any time, if in our opinion the School or any Authorised User has failed to comply with this clause. In addition, where the School wishes to terminate this agreement with us, the School agrees to inform us of the same so that we can update our records;
6.4 remove or alter any copyright notices or means of identification or disclaimers as they appear in the Resources;
6.5 attempt to duplicate, modify, disclose or distribute any portion of the Software;
6.6 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the Software, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties;
6.7 transfer, temporarily or permanently, any rights or obligations under this agreement; and
6.8 use the Services and/or information extracted from the Resources for any illegal, fraudulent or immoral purpose.
SCHOOL AND AUTHORISED USERS' OBLIGATIONS
8. The School shall notify us immediately of any errors or inaccuracies in respect of any information and/or data extracted from the Resources. In this regard, you shall contact us by email to [email protected]
9. The School and the Authorised Users acknowledge that we and our licensors own all intellectual property rights in the Software, Resources and the Services. Except as expressly stated in this agreement, this agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software, Resources and the Services.
10. Our liability to you for any and all breaches of our obligations under this agreement (including for negligence) and for any and all damages and losses arising directly or indirectly out of any such breaches shall not in any circumstances exceed £500. Save as foresaid, we provide the Services, and the Resources on an 'as is' basis and make no guarantees, conditions, warranties or representations as to the quality, completeness or accuracy of any content made available by us. To the maximum extent permitted by law, we expressly exclude:
10.1 all conditions, warranties and other terms that might otherwise be implied by statute, common law or the law of equity into these agreement; and
10.2 any and all liability to you, whether arising under this agreement or otherwise in connection with your use and/or inability to use the Services.
The foregoing is a comprehensive limitation of liability that applies to all loss or damages of any kind, including (without limitation) compensatory, direct, indirect or consequential loss or damages; loss of data, income, revenue or profit; loss of business, contracts or goodwill; loss of anticipated savings; loss of or damage to property; claims of third parties; wasted management or office time; and for any other loss of damage of any kind, however arising and whether caused in tort (including negligence), breach of contract or otherwise, even if foreseeable. Notwithstanding the foregoing, nothing in this agreement is intended to exclude or limit any liability that may not by law be excluded or limited, and in particular none of the exclusions and limitations in this clause are intended to limit any rights you may have as a consumer under statutory rights which may not be excluded under applicable local law, nor in any way to exclude or limit our liability to you for death or personal injury resulting from our negligence or that of our employees or agents.
11. The School and the Authorised Users agree to defend, indemnify and hold the Company harmless against claims, actions, proceedings, losses, damages, expenses and all costs arising out of or in connection with your use of the Software, Resources and the Services.
12. The School and the Authorised Users warrant that each Authorised User is at least 18 years of age and only those persons whose details have been incorporated into the relevant registration form are permitted to use the Services as Authorised Users.
13. If you give us information on behalf of someone else or on behalf of a school or other legal entity, you confirm that the other person/entity has appointed you to act on his/her/its behalf and has agreed that you can:
RIGHT OF CANCELLATION
13. Subject to clause 15 below, the School may cancel the agreement by making a clear statement in writing to the Company email ([email protected]) or by post (1a Howard St, Oxford OX4 3AY) setting out the decision to cancel the agreement.
14. Subject to clause 15 below, on receipt from the School of a clear written statement cancelling this agreement the Company will reimbursement the Fee to the School in full.
15. The School acknowledges that its right to cancel and right of refund under clauses 13 and 14 above ends at the earliest of:
15.1 at the end of the fourteenth day after payment in full of the Fee; or
15.2 immediately upon the first digital supply of the Services by us to the School or any Authorised User. Digital supply of the Services shall include any search, view, download, copy or print of any Resources by the School or any Authorised User from the Website.
THE COMPANY'S OBLIGATIONS
16. The Company will use reasonable endeavours to ensure that the Resources are accurate at the date of uploading to the Website or such updates to the same.
17. We warrant that as far as we are aware, the Resources and Software do not infringe any patents, designs or copyright of third party. In the event the School or any Authorised User is aware and/or has reasonable suspicion that Resources and/or Software may infringe the intellectual property or any third parties, the School shall:
17.1 notify the Company as soon as it is practicable of any such claim being made;
17.2 authorise the Company (at our expense) to conduct any litigation that may ensue and negotiations for settlement of such claim; and
17.3 give the Company all information and assistance reasonably necessary to defend or settle such claim and you shall not compromise or settle such claim save that under no circumstances shall the Company admit liability for and/or on your behalf without your prior written consent, such consent not to be unreasonably withheld or delayed.
18. Notwithstanding Clause 15, we shall have no liability if the alleged infringement is based on:
18.1 use by the School or the Authorised User of the Software and/or Resources in a manner contrary to the terms of this agreement; or
18.2 use by the School or the Authorised User of the Software and/or Resources after notice of the alleged or actual infringement from the Company or any other person.
20. We will take reasonable steps to ensure that relevant sections of the Resources and Software that we supply to you as part of your Services are virus-free. Notwithstanding the foregoing, we make no representation or warranty that the whole or any part of the relevant Services will be accessible at all times or be virus free. We reserve the right, without notice, to suspend temporarily or alter the operation of the Services for legal, regulatory or technical reasons.
21. We reserve the right to update and/or make changes to the Resources from time to time at our sole discretion.
22. We warrant that we have all necessary licences, rights and authority to execute and deliver this agreement (including all necessary licences of intellectual property) and to perform our obligations under this agreement, and nothing contained in this agreement or in the performance of it will place the Company in breach of any other contract or obligation.
23. This agreement may be terminated by us if the School or any Authorised User is in breach of any of its terms and if the breach is not remedied within the period of 7 working days after written notice of it has been given.
24. After expiry of the right of cancellation above, the School may terminate this agreement at any time by giving the Company 7 day prior written notice by contacting the Company at [email protected] Where the Company is not in breach of this agreement, no refund of the Fee shall be given to the School.
25. On termination of this agreement for any reason:
25.1 all licences granted under this agreement shall immediately terminate; and
25.2 the School shall take reasonable steps toand shall procure that its Authorised Users take reasonable steps delete the information extracted from the Resources from any its electronic media, including the its intranet and electronic storage devices.
25.3 the termination of this agreement shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.
PRIVACY AND PERSONAL INFORMATION
26. We are committed in our efforts to ensure that the personal data of Authorised Users is protected and the Company as supplier of the Services is compliant with the Data Protection Act 1998.
28. The rights provided under this agreement are granted (as the case may be) to the School and Authorised Users only.
29. This agreement is not intended to benefit anyone other than the parties to it and, in particular, no provisions of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party including but not limited to any Authorised User.
30. If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
31. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it provisions are deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.
33. This agreement shall be governed by and construed in accordance with the laws of England, and the courts of England will have non-exclusive jurisdiction over any claim or dispute arising under or in connection with this agreement.
34. In case of any dispute, if, after contacting us, you feel we have not resolved your issue, you are able to use the EU Online Dispute Resolution Platform to help settle the dispute.