1.1. Your purchase and use of Our products and services is governed by a legally binding contract as set out in these Terms.
1.2. Upon submitting an Order via the Order Form, You will be required to confirm Your acceptance of these Terms. Please ensure You review them carefully before submitting an Order.
1.3. If Your Order is accepted, You will receive a Confirmation via email to the email address specified in the Order Form. These Terms will apply from the time We send the Confirmation.
1.4. We may refuse Your Order, in which case You will not receive a Confirmation and Your account will not be debited.
1.5. The Order Form enables You to purchase a Subscription for one School only. If You wish to purchase a Subscription which covers more than one School, please contact Us at firstname.lastname@example.org.
2. Definitions and interpretation
2.1. The defined terms and rules of interpretation in the Schedule at the end of these Terms will apply. Defined terms will be capitalised.
2.2. Clause and schedule headings are for information only and will not affect the interpretation of these Terms.
2.3. Each gender includes the other gender. The singular will also refer to its plural form and vice versa.
2.4. Unless expressly stated otherwise, words ‘including’, ‘include’, ‘includes’ and ‘included’ as well as any equivalent words or phrases will be interpreted as being followed by the words ‘without limitation’.
2.5. If the terms in this document conflict with other terms between You and Us which have been negotiated, agreed and approved by a director of Our company in writing, these negotiated terms will take precedence but only to the extent of the conflict.
3.1. Your Subscription will provide You with access to the Materials and Services (as updated by Us from time to time) via Your Account from the date of Activation until its termination in accordance with clause 8.
3.2. The Order Form enables You to purchase a Subscription for one School only. If You wish to purchase a Subscription which covers more than one School, please contact Us at email@example.com.
3.3. Any Subscription purchased will commence promptly following Confirmation and receipt of the Initial Subscription Fee in cleared funds in accordance with clause 5.4, whichever is later. Activation of Your Account may take up to 5 Business Days.
3.4. We may, acting reasonably, delay Activation. If Activation is to be delayed by more than 5 Business Days, You will be notified by email. If Activation is delayed by more than 20 Business Days, You will be entitled to a full refund of the Initial Subscription Fee upon written request.
3.5. Upon Activation You will be sent a link via email with instructions on how to set up Your Account. You will be required to set a password to access Your Account. This password should be kept confidential and only shared with Teachers who will use the Materials to teach at the School.
3.6. Your Subscription will last for an initial term of 12 months from the date of Your Order, unless terminated earlier in accordance with clause 8. It will automatically renew for further terms of 12 months on each anniversary of Your Order, unless terminated in accordance with clause 8. We will send You a reminder of Your Subscription’s renewal at least 40 Business Days before the date of renewal.
4. Support and Maintenance
4.1. If You are having difficulties accessing Your Account or using the Materials or Services, You can contact Us for support at firstname.lastname@example.org.
4.2. We will attempt to respond to Your queries within 2 Business Days.
4.3. We will make the Services set out in this clause Error! Reference source not found. to You throughout the period of Your Subscription.
4.4. Our Services and Materials can be accessed and operated by use of the browsers and operating systems specified on Our Website, as updated from time to time. You are responsible for ensuring Your systems are compatible with Our Materials and Services, which may require You to update Your browsers, operating systems and other software packages from time to time.
4.5. We will use Our reasonable endeavours to ensure the Website and Services are available during School Hours. If We are required to carry out essential maintenance or otherwise make Your Account or the Services unavailable during School Hours, We will notify You in advance to the extent We are reasonably able.
4.6. You acknowledge and accept:
4.6.1. Whilst We use Our reasonable endeavours to ensure Your Account and Our Services are available, occasional outages and downtime are inevitable and unavoidable;
4.6.2. We do not warrant or represent that Our Services or Website are entirely error or bug free; and
4.6.3. You are solely responsible for the download of or access to Our Materials, Services and Website using Your systems.
5.1. Any Initial Subscription Fee will be as specified on the Order Form.
5.2. Recurring Fees will be as specified on the Order Form and will increase annually to reflect any increase in the Retail Price Index for the UK over the same 12 month period. We may make further changes to the Recurring Fees in accordance with clause 5.3.
5.3. The annual increase in Recurring Fees in accordance with an increase in the Retail Price Index as specified in clause 5.2 will be applied and charged automatically. Any other change in Recurring Fees will be notified to You via email. If You wish to cancel Your Subscription following a notifiable change in Recurring Fees, You may do so by notifying Us at email@example.com within 10 Business Days of Our notification of the change.
5.4. Any Initial Subscription Fee will be payable by debit or credit card upon submission of Your Order. If We reject Your Order We will refund any Fees paid within 10 Business Days.
5.5. Recurring Fees will be payable by debit or credit card on each anniversary of the date of Your Order for the term of Your subscription.
5.6. If You need to update Your card or bank account details, You can do so by logging into Your Account and changing the details in the ‘Payment’ section. You should make any such changes at least 5 Business Days before payment is due.
5.7. All payments taken via our Website are processed via our third party payment provider, Stripe. You will be temporarily redirected to their secure payment page to enter your card details.
5.8. All amounts payable under these Terms are exclusive of any applicable VAT or withholding tax, which will be payable in addition.
5.9. Unless these Terms expressly state otherwise, all Fees are non-refundable.
6. Materials, Permitted Use and Intellectual Property
6.1. We may change Our Materials and Services throughout Your Subscription. If we update Our Materials and Services, You will be able to access the new versions at no extra charge.
6.2. We do not warrant or represent the suitability of the Materials for use with any particular age or ability group, curriculum or educational standards or guidance. You and Your Teachers are solely responsible for ensuring Your use of the Materials is appropriate and meets any standards to which You may be subject.
6.3. Any and all Intellectual Property Rights in the Services, Materials and/or Our Website are the exclusive property of Us and Our third party licensors. You may only use such Materials, Services and Website (as well as any other materials subject to Our Intellectual Property Rights) in accordance with these Terms or as otherwise expressly agreed with Us in writing.
6.4. We grant You a limited and revocable Licence to use the Materials in accordance with these Terms. Your Licence will remain valid for the period of Your Subscription.
6.5. You and the Teachers may use the Materials only for the purposes of planning lessons teaching within the School. Materials should only be downloaded, shared or reproduced for this purpose and must not be distributed to any third party other than the pupils at the School. In particular, where a Teacher works outside the nominated School, they must not share or distribute the Materials or any copies or variations of them in any such work.
6.6. You must not (and must procure Teachers and other staff do not) remove Our name, logo or copyright notices from any of the Materials.
6.7. You will immediately comply with any written request by Us to cease to access, deliver up or delete any of the Materials and provide written confirmation to Us that this has been done.
6.8. If You are made aware of any alleged claim any Materials, Services or content of the Website breach the Intellectual Property Rights of any third party, You will:
6.8.1. Immediately notify Us in writing, providing as much detail as possible;
6.8.2. Not make any admission or settlement without Our prior written consent; and
6.8.3. To provide such documentation and assistance We may reasonably require in order to resolve any such claim.
6.9. Where an Intellectual Property Rights claim from a third party means We are no longer able to make available some or all of Our Materials or Services, We will make available such alternative or altered Services or Materials as We are reasonably able.
6.10. You acknowledge and accept:
6.10.1. any infringement of Our Intellectual Property Rights may be pursued by Us in the courts, both under the law of contract and specific intellectual property laws; and
6.10.2. damages are an insufficient remedy and We may pursue injunctive or other equitable relief.
6.11. Any breach by You of this clause 6 will be a material breach of these Terms. You hereby indemnify Us from and against any claims, losses and associated costs arising out of or in connection with Your breach of this clause 6.
7.1. A Subscription will grant You and Your Teachers the right to access Our Community. The Community can be accessed only when You are signed into Your Account.
7.3. In using the Community, You undertake:
7.3.1. To treat all other members of the Community with courtesy and respect and not to use language or expressions which may be reasonably expected to offend, upset or intimidate other users;
7.3.2. Not to add or upload any content which is violent, pornographic or obscene or which discriminates against others on the grounds of race, gender, sexual orientation, gender identity, nationality, age, religion or political or philosophical beliefs;
7.3.3. Not to link or affiliate the Website or upload any content associated with any website, organisation, individual or social media account which promotes crime, violence, terrorism, discrimination or hatred of any person or group;
7.3.4. Not to introduce any bugs, viruses, trojan horses, worms or other programs or systems which may damage Our Website or systems;
7.3.5. Not to add or upload any content which will or may infringe the Intellectual Property Rights of any third party or breach a duty of confidentiality;
7.3.6. Not to copy or share any content uploaded or shared by Us or another user without both Our and any relevant user’s prior consent;
7.3.7. Not to use the Community to discuss religious or ideological beliefs;
7.3.8. Not to share personally identifiable information, including photographs and links to social media accounts, of any child under the age of 18; and
7.4. If You upload or share content on the Community, You grant Us an unlimited, perpetual, irrevocable and royalty-free licence to use, copy, amend, distribute and sub-license such content.
7.5. If You are concerned about another user or any content made available via the Community, You may inform Us at firstname.lastname@example.org. Please note any decision regarding removal of content or blocking access to the Community will be made at Our absolute discretion.
7.7. Breach of this clause 7 will be a material breach. You hereby indemnify Us from and against any claims, losses and associated costs arising out of or in connection with Your breach of this clause 7.
8.1. You may terminate Your Subscription and/or Licence:
8.1.1. On any anniversary of Your Order, provided You inform Us no later than 20 Business Days prior to such anniversary; or
8.1.2. Immediately on written notice if We have committed a material breach of these Terms, provided You have notified Us of such material breach beforehand and allowed a reasonable period of no less than 20 Business Days for Us to remedy the breach.
8.2. We may terminate Your Subscription and/or Licence:
8.2.1. With or without cause at any time on 20 Business Days’ written notice; or
8.2.2. Immediately upon written notice if:
18.104.22.168. You fail to pay any Fees or other amounts owed to Us when they fall due; or
22.214.171.124. You suffer an Insolvency Event.
8.3. Upon termination or expiry of Your Subscription and/or Licence:
8.3.1. Your Account will be locked and no further access to Services, Materials or the Community will be granted;
8.3.2. You must cease use of and permanently delete any Materials and/or Confidential Information or copies and procure any Teachers, pupils and other third parties who have copies in their possession do the same.
8.4. Unless these Terms expressly state otherwise, all Fees already paid are not refundable upon termination.
8.5. This clause 8 together with clauses 2.5, 2, 6, 9, 10, 11, and 13 will survive termination.
9.1. Nothing in these Terms will limit either party’s liability for death, personal injury, fraud, fraudulent misrepresentation, breach of section 2 of the Supply of Goods and Services Act 1982 or any other liability which cannot be legally limited or excluded.
9.2. Nothing in these Terms will limit Your liability for breach of clauses 5, 6, 7, or 1010.
9.3. Subject to clauses 9.1 and 9.2, neither party will be liable for:
9.3.1. Loss of profits, revenue or funding;
9.3.2. Loss of business;
9.3.3. Loss of opportunity;
9.3.4. Loss of data;
9.3.5. Loss of goodwill or reputation;
9.3.6. Loss of league table or other ranking status;
9.3.7. Special losses;
9.3.8. Consequential losses; or
9.3.9. Indirect losses.
9.4. Subject to clause 9.1, Our aggregate liability under these Terms will be limited to the Fees paid and payable by You to Us under these Terms in the preceding 12 months or the sum of £1,000, whichever is the greater.
10.1. Subject to clause 10.2, each party undertakes to keep the Confidential Information confidential and not to disclose such Confidential Information to any person unless:
10.1.1. such person is a Teacher or member of staff at a nominated School, or an employee, consultant, agent or professional adviser; and
10.1.2. the disclosure is necessary to enable the party to perform the Purpose.
10.2. Nothing shall prevent either party from disclosing Confidential Information:
10.2.1. If required to do so by applicable law, provided such party informs the other party of the requirement to disclose if it is able to do so;
10.2.2. in the possession of such party at the date of the Order other than by a breach of these Terms or any other duty of confidentiality;
10.2.3. in the public domain other than as a result of a breach of these Terms or any other duty of confidentiality.
10.3. Each party will implement appropriate and proportionate measures to protect the confidentiality of the Confidential Information. You will implement any additional security measures to protect the Confidential Information which We may reasonably require.
10.4. Each party acknowledges and agrees damages are not a sufficient remedy for breach of this clause and injunctive or other equitable relief may be sought via the courts.
10.5. Breach of this clause 10 by You will be a material breach. You hereby indemnify and hold harmless Us against any claims, losses and associated costs arising out of or in connection with a breach of this clause.
11. Data Protection
11.1. Each party will act as a controller in relation to any Personal Data which is shared in connection with an Order or Subscription.
11.2. We collect, store and process Personal Data in order to enable Us to provide the Services, run Our Website, process payments and otherwise perform Our obligations and benefit and protect Our rights for Our legitimate business purposes.
11.4. The Personal Data We collect may include:
11.4.1. Names and contact details for Teachers and Your other representatives;
11.4.2. Bank, credit card and financial information;
11.4.3. User generated content uploaded via the Community; and
11.4.4. Information regarding Your use of Your Account and Our Materials and Services.
11.5. We will only share any Personal Data with people inside Our organisation and Our third party representatives, to the extent necessary to perform Our obligations and pursue Our legitimate business purposes.
11.6. In accordance with Our ongoing legal obligations, We will retain Personal Data connected with a Subscription for the period of the Subscription plus 6 years. Please note, owing to legal requirements, We are not able to agree to requests to delete Personal Data before this period has expired.
11.7. We take appropriate and proportionate measures to protect the security of Personal Data from unauthorised access, distribution, alteration and deletion, including:
11.7.1. Ensuring all Personal Data is stored on a secure server;
11.7.2. Using password protection to prevent unauthorised access;
11.7.3. Using a secure third party payment provider to process any payments; and
11.7.4. Pseudonymising Personal Data before sharing it where this is reasonably possible.
11.8. We will only send You information about Our other products and services if You have opted-in to receive marketing information by ticking the box on the Order Form or informing Us in writing. You can unsubscribe from marketing communications at any time by clicking ‘unsubscribe’ at the bottom of a marketing email.
11.9. If an individual wants a copy of the Personal Data We hold about them, they can contact Us at email@example.com.
12. Force Majeure
12.1. Other than the payment of Fees, neither party will be liable for any failure or delay in its performance of its obligations under these Terms which results from a Force Majeure Event.
12.2. If a Force Majeure Event continues to affect either party’s ability to perform its obligation for a continuous period of more than 60 Business Days, either party may terminate the Subscription and/or Licence affected on 20 Business Days’ written notice.
13.1. Unless expressly stated otherwise, any notices will be sent by email to:
13.1.1. Us at firstname.lastname@example.org; and
13.1.2. You at the email address specified on the Order Form.
13.2. Emails will be deemed to be received at the time of transmission, unless a failed transmission or other response indicating the email address is not available is sent by return within 2 hours.
14.1. You warrant and represent the information submitted in the Order Form is true and accurate.
14.2. These Terms together with the Order Form are the entire agreement between the parties in relation to their subject matter and supersede and replace any previous agreements and understandings. Subject to clause 9.1, We make no representations or warranties regarding the Materials or Services other than those set out in these Terms.
14.3. We may update these Terms from time to time, in which case We will notify You by email. All other changes to these Terms and/or any Subscription or Licence will only be valid if in writing approved by an authorised representative of each party.
14.4. You may not assign, sub-license, sub-contract or transfer any of Your rights and obligations under these Terms to any person without Our prior written consent. We may assign, sub-license, sub-contract or transfer Our rights and/or obligations to any third party.
14.5. If any provision or part of these Terms or any terms specifically negotiated between the parties becomes invalid or unenforceable, it will (to the greatest extent permitted by applicable law):
14.5.1. Not affect the validity or enforceability of any other provision; and
14.5.2. Be deemed severable and severed in order to be disapplied only to the extent of the invalidity or enforceability, leaving the remainder of these Terms in full force and effect.
14.6. No delay or omission in exercising any right, power or remedy provided by these Terms or by law shall operate to impair or be construed as a waiver of such right, power remedy or any other right, power or remedy or preclude any other or further exercise of any right power or remedy.
14.7. These Terms will be binding upon and enure for the benefit of the personal representatives and successors in title and assigns of each of the parties.
14.8. No third party is granted any rights under these Terms, whether by virtue of the operation of the Contracts (Rights of Third Parties) Act 1999 or otherwise.
14.9. Nothing in these Terms will create a partnership, joint venture or agency between the parties.
14.10. Each party will take such steps and execute such documents as may reasonably be necessary to give effect to these Terms.
14.11. These Terms and any Subscription and Licence which incorporates them are governed by English law. Subject to clause 14.12, the parties each submit to the exclusive jurisdiction of the English courts.
14.12. Nothing in these Terms shall prevent Us from seeking injunctive or other equitable relief in any jurisdiction worldwide.
The following words have the following meanings:
|(Your) Account||A password-protected online account via which You and Your Teachers can access the Services and Materials.|
|Business Day||A day which is not a Saturday, Sunday or a bank holiday in England.|
|Community||The online community intended for use by Teachers, hosted on Our Website and available via Your Account.|
|Confidential Information||The Materials and the Services together with any information relating to the finances, projects, strategies, negotiations or staff of an organisation as well as any other details relating to that organisation (in any form or format) which by their nature or the nature of their disclosure should reasonably be considered confidential.|
|Fees||Any fees payable (which may include the Initial Subscription Fee and Recurring Fees under these terms.|
|Force Majeure Event||means any cause preventing a party from performing its obligations for reasons which are outside its reasonable control, including:
(a) unavailability of personnel (including third party contractors) because of death, sickness, care of dependents, quarantine restrictions, strikes, lockouts, other industrial disputes or other restraints or stoppages of labour;
(b) acts of God, war, civil war, violent crime (whether organised or disorganised), riot, civil commotion, terrorism (including chemical and/or bioterrorism), malicious damage, nationally imposed lockdown and restrictions on movement; curfews, forced imprisonment, genocide, forced relocation and/or genocide;
(c) compliance with any law or governmental order, rule or direction (including any prohibition or restriction on the operations of businesses, organisations or Schools);
(d) the inability to obtain supplies, accident, breakdown of plant or machinery;
(e) the unavailability or limited operation of the Internet and/or any browsers, software or operating systems operated or provided by any third party;
(f) cyber-attack or cyber-terrorism;
(g) the default of suppliers or sub-contractors;
(h) travel bans or restrictions and/or the suspension of transportation or distribution networks;
(i) lightning, earthquake, hurricane, storm, fire, flood, drought, volcanic eruption or explosion, tsunami, damage caused by meteor strike or the fall of extra-terrestrial debris, accumulation of snow or ice and other extreme weather or environmental conditions; and/or
(j) pandemic, epidemic or other life-threatening health threat howsoever arising (including as the result of virus, bacteria, fungi, flora, fauna, parasites, poison and/or environmental pollution (whether manmade or natural).
|Initial Subscription Fee||The fee initially payable for a Subscription as specified on the Order Form.|
|Insolvency Event||In relation to a party or its assets:
(a) any meeting of creditors, arrangement or composition for the benefit of creditors is proposed or entered into;
(b) an insolvency practitioner is appointed;
(c) it ceases or threatens to cease to carry on business or is or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986;
(d) a petition is presented for its winding-up, bankruptcy or dissolution; or
(e) any equivalent event in any jurisdiction.
|Intellectual Property Rights||patents, trade marks, service marks, trade names, registered and unregistered designs, trade or business names, copyright (including, but not limited to, rights in software), database rights, design rights, rights in confidential information and any other intellectual property rights whatsoever irrespective of whether such intellectual property rights have been registered or not which may subsist in any part of the world.|
|Licence||The licence granted to You to use the Materials, Services and Website in accordance with clause 6.4.|
|Materials||The teaching materials made available for Your use.|
|Order||An order for a Subscription submitted by You via an Order Form in accordance with clause 1.|
|Order Form||The order form available via the Website for the purchase of Subscriptions.|
|Personal Data||As defined in the Data Protection Act 2018.|
|Purpose||The purpose of performing a party’s obligations or exercising a party’s rights in accordance with these Terms.|
|Recurring Fees||The fees payable for a Subscription on each anniversary of the date of the Order.|
|Services||The services We provide to You to support Your use of the Materials, including (where applicable) Your Account, the Community and the services set out in clause 4.|
|School||A single educational establishment nominated on the Order Form or otherwise agreed between the parties in writing.|
|School Hours||The hours from 9am to 4pm on any day on which the state schools are open.|
|Subscription||A subscription to use Our Materials and Services as set out in clause 3.|
|Teacher||A teacher at a School who is entitled to use Materials.|
|We, Us and Our||The Concentric Curriculum Limited, a company registered in England with registration number 11326133, whose registered address is at C/O Prince Accountancy, Charter House, Sandford Street, Lichfield, Staffordshire, United Kingdom, WS13 6QA.|
|Website/ Our Website||Our website through which You can purchase Our Materials and Services and access an Account, available at www.concentric-curriculum.co.uk or such other web address as We may from time to time specify.|
|You, Your and Yours||The entity, person or organisation purchasing Services and Materials as specified in the Order Form.|