1. Use of the Programme

In consideration of payment by you to Teach ICT Ltd of the prices as set out overleaf Teach ICT Ltd grants to you the limited right to use the system from the date of acceptance of this Agreement unless terminated by either party in accordance with the terms detailed below.

You may only use the system for your non-commercial personal use and the use of

teachers and pupils within your school for the purposes of education and assessment.

The system is provided by and the materials are owned by Teach ICT Ltd.

2. Ownership

This Agreement does not provide you with title to or ownership of the system nor does this Agreement provide you with any exclusive or perpetual right to

use the system beyond the limits of this Agreement.

3. Restrictions on Use

You shall not alter, modify, adapt or translate the whole or any part of the system materials in any way whatever or permit the whole or any part of the system materials to be combined with or become incorporated in any other computer program nor decompile, disassemble or reverse engineer the same nor attempt to do any of such things. To enable you to make use of the system, permission is hereby granted to you to electronically copy and store (but not on any server or other storage device connected to a network) and print individual pages of the system materials on paper and photocopy them only for the Purposes. Any other use of the system materials, including reproduction for purposes other than that hereby authorised (including the removal of copyright or trade mark notices), the creation of an electronic or manual database by systematically downloading and storing the system materials, or their distribution (whether electronically or not) or republication, is prohibited.

Any requests for permission to use the facility in a manner otherwise than permitted by this Agreement should be emailed to [email protected]

4. Security

You are required to use passwords in order to access the system. The responsibility of ensuring that the passwords are not revealed or disclosed to any third party is with

you and you must use all reasonable endeavours to keep them secure.

If you become aware that a third party knows or has discovered the passwords, you

must contact: [email protected].

You must observe any user instructions of which Teach ICT Ltd may notify you from time to time. These user instructions may be liable to change and if this happens Teach ICT Ltd will notify you, and you must observe any new user instructions of which Teach ICT Ltd notifies you.

5. Improvements and Updates

Teach ICT Ltd reserves the right to:

(a) Add additional functionality to the Web Site;

(b) Provide additional services from time to time;

(c) Introduce updates to the system; which may at Teach ICT Ltd’s sole discretion either be provided as part of the facility or provided for an additional fee.

6. Intellectual Property

Unless stated otherwise, any intellectual property rights arising in respect of the

system and the system materials belong to Teach ICT Ltd and/or its licensors. Any use of such intellectual property rights or software is strictly prohibited except where expressly allowed under this Agreement.

7. System Requirements

Teach ICT Ltd aims to use appropriate technology to ensure that you are provided with the best quality of service. As such the functionality of the system may change from time to time and Teach ICT Ltd cannot guarantee the availability of the facility on any particular system or browser.

The operation of the system requires Internet connectivity. You are responsible for

making appropriate arrangements with an Internet service provider.

8. Limitation of Liability

Teach ICT Ltd will provide the system with its reasonable skill and care. However Teach ICT Ltd does not warrant that the functions contained in the system will meet your requirements or that the operation of the system or Web Site will be uninterrupted or error free.

The warranties and conditions stated in this Agreement are in lieu of all other

warranties, conditions or other terms whether express or implied.

9. Limitation of Teach ICT Ltd

Teach ICT Ltd’s liability in respect of the use of or inability to use the system or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure even if Teach ICT Ltd or its employees or agents are advised of the possibility of such damages or losses, shall be limited to the amount of the fee(s) paid by you to use the system in the period of 12 months in the event giving rise to such liability.

Whether or not Teach ICT Ltd has been advised of the possibility of such loss, Teach ICT Ltd shall not be liable in contract, tort or otherwise howsoever for indirect loss of profits or of the use of money; loss of revenue; loss of business or goodwill; loss of, damage to, or corruption of data; or loss of opportunity whether arising out of or in connection with or in relation to the Web Site or the availability or non-availability of the Web Site or the supply or non-supply of the facility or otherwise under this Agreement. You hereby agree to fully indemnify Teach ICT Ltd against any claim brought by a third party resulting from use of the facility by you in respect of all losses, costs, actions, claims, damages, expenses (including reasonable legal costs and expenses), or liabilities, whatsoever suffered or incurred directly by Teach ICT Ltd in consequence of your breach or non- observance of this Agreement. In addition, you shall defend and pay all costs, damages, awards, fees (including any reasonable legal fees) and judgements awarded against Teach ICT Ltd arising from any such claims and shall provide Teach ICT Ltd with notice of such claims, full authority to defend, compromise or settle such claims and reasonable assistance necessary to defend such claims at your own expense.

Nothing in this Agreement shall exclude or limit the liability of Teach ICT Ltd for personal injury or death caused by its negligence.

Teach ICT Ltd is entitled to terminate this Agreement on 3 months’ notice. In the event of such termination, Teach ICT Ltd will reimburse you any fee of a recurring nature previously paid in advance in respect of any period of this agreement falling after the date of such termination not including any administration fees which may have been incurred.

If you breach any of the terms of this Agreement, Teach ICT Ltd is entitled to terminate immediately.

10. Data Protection

In transmitting data to Teach ICT Ltd, you warrant that you have all the necessary consents and authorisation to disclose personal data and are fully compliant with all applicable Data Protection legislation and will indemnify Teach ICT Ltd from any losses, costs and penalties for breach of this warranty.

Teach ICT Ltd takes the issue of data protection very seriously and will not transfer your data to third parties. It is your responsibility to make sure that information which Teach ICT Ltd holds about you and your students is up to date and accurate. Failure to comply with this clause is a breach of this Agreement.

Teach ICT Ltd reserves the right to use data gathered from the information that you have supplied having deleted reference to students, school or college names, for educational or other purposes.

11. Force Majeure

Neither party shall be under any liability to the other in respect of anything which,

apart from this provision, may constitute breach of this Agreement arising by reason

of force majeure, namely, circumstances beyond the control of the parties which

shall include (but shall not be limited to) acts of God, perils of the sea or air, fire,

flood, drought, explosion, sabotage, accident, embargo, riot, civil commotion or civil

authority, including acts of local government and parliamentary authority. In particular this clause applies to Teach ICT Ltd being unable to supply the system due to the failure of its own service providers from time to time.

12. Notices

Any notices to be issued under this Agreement may be made via email or post. Notices to Teach ICT Ltd should be sent to its registered address or to [email protected]. You must provide an email and postal address to send you notice. Either party may change the address to send notices by notifying the other of such a change in writing.

Notices sent by email will be deemed received on the next business day and notices

sent by post deemed accepted on the third business day after posting. For the

purposes of this clause no account shall be made for school holidays.

13. Governing Law

This Agreement shall be governed in all respects by English Law and the parties agree

to the non-exclusive jurisdiction of the English courts.

14. Third Party Software

Software of third parties is provided under the licence terms of the relevant third

parties.

15. Severability

If any part, term or provision of this Agreement is held to be illegal, unenforceable or

in conflict with the law the validity or enforceability of the remaining clauses shall not

be affected. Agreements last for the duration of the contract subscription purchased by you.

16. Third Party Rights

This Agreement does not create any rights in favour of a third party.

17. General

You may not assign, sublicense or otherwise transfer any of your rights under this

Agreement. Teach ICT Ltd may assign the benefit and the burden of this Agreement.