1. Agreement

The Agreement takes effect from the Start Date.

By signing the Eduschemes Order Form and/or the Purchse Order Form, and returning it to us, and/or using the Service you are deemed to have accepted these Terms and Conditions of Service. We advise you to read this before signing the Eduschemes Order Form or using the Service. No variation to these Terms and Conditions of Service or the Eduschemes Order Form shall be binding unless in writing and signed by us. You confirm that all the information supplied by you on the Eduschemes Order Form is accurate. Eduschemes Limited are not obliged to accept any order.

2. Definitions

In these Terms, the following words and expressions have the following meanings:

• Agreement. The agreement between you and us upon the terms set out in these Terms and Conditions.
• Centre. Educational institution(s) as detailed in the Eduschemes Order Form.
• Conditions. The standard terms and conditions of supply of the Service, as set out in this document.
• Content. Materials (including but not limited to text, graphics and software) at the Site.
• Contract Period. The period for which you have committed to receive the Service, as detailed in the Eduschemes Order Form, which period commences on the Start Date or such other date as may be agreed between us in writing.
• Start Date. The date we accept the Eduschemes Order Form by issuing to you an invoice in respect of the initial Fees payable in respect of your chosen payment option.
• Fees. The fees payable in respect of the Service, as detailed in the Eduschemes Order Form.
• Our, we and us. Refers to Eduschemes Limited.
• You and your. Refers to the subscriber detailed on the Eduschemes Order Form.
• Service. The provision of on-line materials and learning resources for use by Pupils and Staff to develop their knowledge, and to enable Centres, teachers, parents and Pupils to track progress of Pupils.
• Site. The Site operated by us at www.eduschemes.com and www.eduschemes.co.uk, via which, Centres, Pupils and Staff can access the Service.
• Pupil Data. All information relating to Pupils which we hold for the purpose of providing the Service.
• Teacher and Class Data. All information relating to teachers and classes which we hold for the purpose of providing the Service.
• Pupil. A pupil at a Centre.
• Staff. A teacher or other designated user of the Service at the Centre other than a Pupil.
• Eduschemes Order Form. The order form detailing your Service subscription and information about you.
• Purchase Order Form. The purchase order form detailing your Service subscription and information about you.
• User ID. A unique identifier permitting a Pupil or Staff member access to the Service.
• User. A Staff member or Pupil accessing the Service.

3. Provision of the Service

The Service is accessible using a number of different versions of standard Internet browsers as indicated in the Requirements Specification. You will need to ensure that the specification of PCs is adequate to run the browser used for the Service. You must comply with all procedures and policies which we may issue from time to time in relation to the use or operation of the Service. You are responsible for compliance of your Centre, and Pupils and Staff, with these Terms.

You must not re-sell or offer in any manner to a third party the Service or use of or access to any Content.

4. Changes to the Service

We may:

• for operational reasons, modify the technical specification of the Service, provided that any change to the technical specification does not materially adversely affect the performance of the Service; or
• discontinue, temporarily or permanently, any part of the Service after giving reasonable notice to you of our intention to do so.

You agree that we shall not be liable to you or any third party for any such modification or discontinuance save as provided by 9 below.

5. User IDs and Passwords

In order for Pupils and Staff to be able to access and use the Service, once you have returned a completed Eduschemes Order and/or Purchase Order Form you will be e-mailed Pupil and Staff sign-in details.

You are responsible for ensuring that any such usernames and passwords remain confidential and secure and are fully responsible for all activities which occur under such usernames and passwords.

You will be able to use the service from the Start Date.

6. Training

The training of Staff, Pupils and parents in using the Service is your responsibility.

7. Payment

On receipt of the signed Eduschemes Order Form we will issue to you an invoice for the initial Fees payable in respect of your chosen payment option. Invoices are payable within 30 days of the date thereof. If you have chosen a multi-year Contract Period, fees for subsequent years are due at the same time.

Fees are exclusive of Value Added Tax which you shall pay at the prevailing rate in addition and at the same time as payment of the Fees.

If you do not pay any invoice by its due date we may terminate access to the Service and the invoice and any further fees due under this Agreement that have not been invoiced, become immediately payable. If you subsequently wish to reinstate the Service, you will need to enter into a new agreement.

8. Term

The Agreement will commence on the Start Date and will continue for the Contract Period, unless ended under 9 or 10 below.

We will notify you at least 1 month prior to the expiry of the Contract Period. You will have the option to renew provision of the Service for a further period or terminate the Service at the end of the current Contract Period.

9. Early termination

Cancellation: If at any time during the Contract Period, you wish to stop receiving the Service, you may end the Agreement by not less than one month's notice to us in writing. If you end the Agreement in this way, no refund of Fees which you have paid will be payable by us and you shall pay to us forthwith:

• any Fees which are due or in arrears at the time the Agreement is ended, plus
• a sum equal to the balance of the Fees that would have become due during the remainder of the Contract Period.
• If you have entered into a multi-year Contract Period, you are accepting that you will be paying for each of the years in advance and that in the event that you wish to cancel the agreement no refund of Fees which you have paid will be payable by us.

Discontinuance: If for any reason we discontinue provision of the Service, we may end the Agreement by not less than one month's notice to you in writing. If we end the Agreement in this way, we shall credit you with an amount equal to the same proportion of the total Fees which you have paid under the Agreement at the date the Agreement ends as the relevant period (defined below) bears to the Contract Period.

For the purpose of this clause, the relevant period shall be:

In the case of a 1 year contract or a 3 year contract with single payment – the period between the date the Agreement ends and the end of the Contract Period rounded down to the nearest number of full months.

Subject to this, we shall have no further liability to you or any Centre or Leaner as a result of such discontinuance.

10. Default termination

We may, by notice to you having immediate effect, terminate the Agreement if you commit a serious breach of any of your obligations under the Agreement or fail to pay any Fee for a period of 14 days from the date such Fee is due. If we end the Agreement in this way, you shall (without prejudice to any other remedy which we may have) pay to us forthwith an amount calculated as above as if you had given notice that you wish to stop receiving the Service.

On termination of the Agreement for any reason, we will disable your teacher account and pupil account.

11. Data Protection

In so far as applicable to the Service, you and we shall comply with the Data Protection Act 1998 and any other applicable data protection legislation that may be in force or come into force during the continuance of the Agreement. In this clause, the terms “personal data”, “process” and “data subject” have the meanings given to them in the Data Protection Act 1998.

Where, in connection with the Service, we process personal data on your behalf or on behalf of a Centre, we shall:

• unless otherwise agreed in writing, only process the personal data to the extent and in such manner as is necessary for the provision of the Service or as is required by law or any regulatory body;
• implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. Such measures shall be appropriate to the harm that might result from unauthorized or unlawful processing or accidental loss, destruction or damage to personal data and to the nature of personal data to be protected; and
• promptly notify you if we receive a request from a data subject to have access to personal data or any other complaint or request relating to your obligations under the Data Protection Act 1998.

12. Intellectual Property

All intellectual property (including, without limitation, all copyright, database rights, rights in designs and inventions, trademarks (whether registered or unregistered)) in the Site, the Content, the Service, the Extract Report, any other materials provided by us to you in connection with the provision of the Service is owned by or licensed to us.

Centres, Pupils and Staff and parents may only use the Content during the Contract Period as required for the purpose of the proper use of the Service on the following bases:

• use of the Intellectual Property, the site and the Service is for assessment, learning and tracking purposes only;
• Content or material from the Site may be downloaded to a local hard disk, printed out or copied for the Centre's, Staff's or Pupil’s assessment, learning and tracking purposes only;
• Content or material from the Site may not be incorporated into any other work or publication, including for the avoidance of doubt any Learning Platform, Virtual Learning Environment or Managed Learning Environment whether in hard copy or electronic or any other form;
• Content or material from the Site may not be distributed or copied for any commercial purpose;
• no part of the Site may be reproduced on or transmitted to or stored in any other web site or included in any public or private electronic retrieval system or service without our prior written permission;
• you will preserve any copyright notice or other proprietary marking of us or our licensor on any copy of the Content, or other materials provided by us to you.

Any rights not expressly granted in the Agreement are reserved.

13. Warranty

We warrant that:

• we have all necessary rights to grant to you the licence to use the Service;
• the Service will be provided by us with reasonable skill and care;
• we shall use reasonable endeavours to make the Service available 24 hours a day 7 days a week, subject to routine maintenance and Site updates.

We shall use reasonable endeavours to provide continuing availability of the Service but we shall not, in any event, be liable for interruptions or down time of the Service. We do not guarantee fault free performance of the Service and you are entitled to the quality of performance generally provided by us from time to time to all users of the Service.

In the event of any defect in the Service that is notified to us in writing, our sole responsibility shall be to use reasonable endeavours to remedy the defect.

We accept no responsibility for the content of any web site to which there is a hypertext link from the Site. Such links are provided for your convenience on an "as is" basis with no warranty, express or implied, for the information provided within them.

14. Extent of our liability to you

Whilst we endeavour to ensure that the Service is a valuable educational aid bringing real benefits to Users, no warranty, express or implied, is given as to the effectiveness of the Service as an educational aid, and we do not accept any liability for any errors, omissions or unsatisfactory examination results. We do not accept any liability for the safety of pupils whilst using the Internet. Any minimum ages for web services should be checked by you or your Centre. It is your responsibility to verify that any activity or hyperlinked website associated with the activity is suitable for the age group.

Save as expressly provided in the Agreement, we shall not be liable for any loss or damage (including, without limitation, loss of profit, opportunity, savings or any type of indirect, economic or consequential loss) arising in contract, tort or otherwise from the use of or inability to use the Service, or any Content, or from any action or decision taken as a result of using the Service or any Content. We do not exclude or restrict our liability for fraudulent misrepresentation or for death or personal injury resulting from our negligence.

You agree that our liability to you for any other loss or damage arising in relation to the Agreement shall be limited to an amount equal to the same proportion of the total Fees paid by you under the Agreement at the date of written notification by you to us of your claim (“the claim date”) as the period from the Start Date to the claim date bears to the Contract Period.

Nothing in the Agreement shall affect the Centre's legal rights as a consumer.

15. Indemnity

You shall indemnify us in respect of all losses suffered by us as a result of any breach by you or your Centre, Staff or Pupils of these Terms or the Terms of Site Use.

16. Force Majeure

Notwithstanding anything contained in the Agreement we shall not be liable for failure or delay in performing any of our obligations under the Agreement because of any cause beyond our reasonable control (including but not limited to (a) decision of any court or other judicial body of competent jurisdiction, (b) unavailability of equipment, power or other commodity, (c) failure or non-availability of Internet or telecommunications facilities, computer hardware or software, (d) act of God, war, riot, terrorist attack, civil commotion, malicious damage, fires, flood or storm (e) strikes or other industrial disputes (whether involving our workforce or that of any other party) or (f) acts of government or other prevailing authorities or default of suppliers, sub-contractors or other third parties).

17. Assignment

You shall not assign any of your rights or obligations under the Agreement without our prior written consent. We may assign any or all of our rights and obligations under the Agreement to a person who acquires the whole or a substantial part of our business in which event it shall be sufficient for us to give notice to you of the assignment.

18. Miscellaneous

Any notice under the Agreement shall be made via regular mail or fax or email to the address for the party being given the notice last known to the party giving the notice. Notice served by post shall be deemed served on the second business day after the date of posting. Notice served by fax or email shall be deemed served on the next business day after the date of transmission and shall be confirmed by regular mail.

Any failure by us to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.

You and we agree that we do not intend any third party (including specifically any Pupil or parent) to have any right to enforce any of the provisions of these Terms pursuant to the Contracts (Rights of Third Parties) Act 1999.

You agree that in entering into the Agreement, you do not do so on the basis of, and do not rely on, any representation, warranty or other provision except as expressly set out in these Terms.

The Agreement operates to the exclusion of any other agreement or understanding of any kind between you and us preceding the date of the Agreement and in any way relating to the subject matter of the Agreement. The Agreement constitutes the whole agreement and understanding between you and us as to the subject matter hereof and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to herein.

If any provision of the Agreement is found by a court of competent jurisdiction to be unenforceable or invalid in any way such unenforceability or invalidity shall in no way impair or affect any other condition, all of which shall remain in full force and effect.

The Agreement shall be governed by the laws of England and Wales. You and we agree to submit to the exclusive jurisdiction of the English Courts.