Effective from: 1st July 2016
These Terms govern your use of Achieve in Science (AIS) and its resources.
1.1 In these Terms, unless the context otherwise requires, the following expressions shall have the following meanings:
Authorised User means you, the individual (teacher, student or parent) enrolled on Achieve in Science (AIS).
Fees mean the relevant Resources fees payable to access the resources on Achieve in Science (AIS).
Intellectual Property Rights mean all patents, rights to inventions, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, database right, topography rights, moral rights, rights in confidential information (including knowhow and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Licence Period means the Initial Licence Period and all Extended Licence Period that relate to the Resources.
Organisation means the school, college or similar institution or entity engaged in the field of education that is granted access to Achieve in Science (AIS), and who has purchased the Resources. For the avoidance of doubt, where an organisation consists of a number of individual entities, branches and/or a federation, each entity, branch or entity within that federation shall be deemed as an individual Organisation unless otherwise agreed in writing by Achieve in Science (AIS).
Achieve in Science (AIS) means our online learning platform, located at www.achieveinscience.com.
Parent means a parent or guardian of an Authorised User who is a student.
Personal Data means information about an individual person that can identify that individual person (e.g. name, email address or age).
Resources means the Achieve in Science (AIS) resources purchased by an Organisation for the use by its Authorised Users which are accessed and used via Achieve in Science (AIS).
Resources Specific Terms mean the licence and usage terms and conditions relating to the Resources.
Terms mean these terms and conditions.
You or Your means the Organisation and the Authorised Users unless the context requires otherwise in which case, "You" or "Your" will mean the Organisation.
1.1 Headings in these conditions shall not affect their interpretation.
1.2 Words importing any gender shall include any other gender.
1.3 Words importing the singular number shall include the plural number and vice versa including the definitions referred to in Clause 1.1 hereof.
1.4 Where any word or expression is defined in these Terms, the definition shall extend to all grammatical variations and cognate expressions of the word or expression so defined.
1.5 All references to provisions of statutes include such provisions as amended, modified or re-enacted.
1.6 The Organisation shall procure that each and every of its Authorised Users complies with the provisions of these Terms. The Organisation shall be liable for any breach of these Terms by its Authorised Users as though the breach was committed by the Organisation.
2.1. In consideration of the Fees paid by the Organisation to Achieve in Science, Achieve in Science grants to You, a non-exclusive licence to access and use the
Resources via Achieve in Science (AIS) during the Licence Period. In this regard, You are entitled to use resources and to use Achieve in Science (AIS) as part of the Organisation's internal teaching tools and teaching resources.
2.2. Notwithstanding Clause 2.1, You must not:
2.2.1. sub-license or assign the benefit or burden of the licence set out in Clause 2.1 in whole or in part to anyone;
2.2.2. attempt to duplicate, modify, disclose or distribute any portion of the resources;
2.2.3. attempt to obtain, or assist others in obtaining access to the Achieve in Science (AIS), and the Resources other than as provided under Clause 2.
3. ACCESSING ACHIEVE IN SCIENCE (AIS) AND THE RESOURCES
3.1. You acknowledge that You will only be able to access the Resources on Achieve in Science (AIS) during the Licence Period and that Your access and use of the Resources will be governed by the Resources Specific Terms. Without prejudice to the foregoing, You must not:
3.1.1. remove or alter the copyright notices or other means of identification or disclaimers as they appear in the resources;
3.1.2. display or distribute any part of the Resources on any electronic network, including without limitation the Internet and the World Wide Web, where access is possible by anyone not an Authorised User;
3.1.3. permit anyone other than the Authorised Users to access or use the Resources including any content and material making up the Resources; and/or
3.1.4. use the Resources or any part of the Resources for any commercial use other than as teaching and learning resources within the Organisation.
3.2. If you are purchasing the Resources on behalf of your Organisation, you warrant that you have the authority to do so and agree to the Resources Specific Terms on behalf of your Organisation.
3.3. Your Organisation will need to appoint you as its Authorised User by creating a user account for you before you can access Achieve in Science (AIS).
3.4. To access and use the Resources, You will need to log into Your Achieve in Science (AIS) account using the relevant login details.
3.5. Subject to earlier termination pursuant to these Terms, Your access to Achieve in Science (AIS) will cease when the Licence Period for the Resources expires.
4. YOUR OBLIGATIONS
4.1. The Organisation is responsible for the selection of the Resources it purchases and whether the Resources meets its and its Authorised Users requirements.
4.2. You agree not to make available Your username and/or password to anyone. If there has been a disclosure of Your username and/or password, You agree to notify us promptly of such disclosure, so that we can take appropriate security measures.
4.3. If You are a teacher or an Organisation, You acknowledge that You are solely responsible for the appropriate use and adaptation of the Resources for the use by Your student users.
4.4. You agree that You will promptly notify us of any errors or inaccuracies which relate to the Resources. In this regards, please contact us using the "contact us" page at www.Achieve in Science.co.uk contact.
4.5. Unless otherwise agreed in writing by Achieve in Science (AIS), You are solely responsible for configuring Your computer devices in order to access Achieve in Science (AIS) and the Resources, and to provide for Your own virus protection software. To access Achieve in Science (AIS) and the Resources.
4.6. You warrant that any Personal Data which You provide to Achieve in Science
(AIS) complies fully with all relevant data protection laws including the Data Protection Act 1998 and You agree to indemnify and keep Achieve in Science (AIS) indemnified against breach by You of such data protection laws.
4.7. The Organisation agrees to indemnify and keep us indemnified for any losses, damages, fines arising from or which are connected to any breach by it and/or its Authorised Users of Clauses 4.3, 4.4, 4.8, 4.10 and 8.3.
5. OUR OBLIGATIONS
5.1. We will:
5.1.1 use all reasonable endeavours to ensure that the Resources and User Materials are accessible on Achieve in Science (AIS);
5.1.2 provide the Organisation and its Authorised Users with general login credentials and the application Authorised Users with the ability to create usernames and passwords for other Authorised Users; and
6. WITHDRAWAL OF RESOURCESS
6.1 We reserve the right at any time to withdraw the Resources including any components within the Resources (e.g. an activity) for any reason including:
6.1.1 if we no longer retain the right to publish such material; or
6.1.2 if in our sole discretion, we believe that such material may infringe the Intellectual Property Rights of third parties or is defamatory, obscene, unlawful or otherwise objectionable.
In the circumstances above, we shall notify the Organisation of such withdrawal as soon as reasonably practicable.
6.2 On receipt of the notice referred to in Clause 6.1, the Organisation shall promptly inform its Authorised Users and You agree to immediately cease all use of the withdrawn material and shall comply with our instructions with respect to the deletion and/or removal of such withdrawn material.
7. DATA PROTECTION AND PRIVACY
7.1 In the course of You accessing Achieve in Science (AIS) and the Resources, and us complying with our obligations to You, it is necessary for You to provide to us and for us to collect and process Personal Data (e.g. name, email address) from You.
7.4 To the extent that we process any Personal Data for the Organisation, we will process that Personal Data in accordance with the Organisation,’s reasonable instructions which are compatible with our carrying out our obligations under these Terms and we will take such organisational and technical measures against the unauthorised or unlawful processing of that Personal Data and against accidental loss or destruction of, or damage to, that Personal Data as we take from time to time in relation to Personal Data which we process for our own purposes.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 As between You and Achieve in Science (AIS), You acknowledge that
Achieve in Science (AIS) and/or Achieve in Science (AIS) licensors own all Intellectual Property Rights in Achieve in Science (AIS) and the Resources. Except as expressly stated in these Terms and the Resources Specific Terms, Achieve in Science (AIS) does not grant You any rights to or in any Intellectual Property Rights or any other rights or licences.
8.2 You warrant that the User Materials and any use by Achieve in Science (AIS) of the User Materials under Clause 2.3 will not infringe the Intellectual Property Rights of any third parties.
8.3 If You become aware of any Intellectual Property Rights infringement or potential Intellectual Property Rights Infringement involving Achieve in Science (AIS) and/or the Resources (e.g. an unauthorised third party is using Achieve in Science (AIS)) You must inform us promptly. We will:
8.3.1 in our absolute discretion, determine what action if any shall be taken in respect of the matter;
8.3.2 have sole control over and shall conduct any action as we deem necessary; and
8.3.3 pay all costs in connection with that action and we shall be entitled to all damages and other sums which may be paid or awarded as a result of any such action. You agree to (at our cost) provide us with any assistance which we may request.
8.4 In the defence or settlement of a claim that Achieve in Science (AIS), and/or the Resources infringes third party Intellectual Property Rights ('Infringing Items'), we may at our discretion:
8.4.1 obtain for You the right to continue using the Infringing Items;
8.4.2 replace or modify the Infringing Items with equivalent items so that they become non-infringing; or
8.4.3 if such remedies are not reasonably available, withdraw the
Infringing Items and we will refund any of the Fees paid by the Organisation (less a reasonable sum in respect of the Organisation's and its Authorised Users' use of the Infringing Items).
8.5 Clauses 8.3 and 8.4 set out Your sole and exclusive rights and remedies, and our entire obligations and liability, for infringement of Intellectual Property Rights.
9.1 Subject to the other provisions in these Terms and to our right to carry out scheduled maintenance, during the period when You have access to Achieve in Science (AIS), we warrant to the Organisation that we will use reasonable endeavours to ensure that Achieve in Science (AIS) is available to the Organisation.
9.2 We do not warrant that the use of Achieve in Science (AIS) and/or the Resources will be uninterrupted or error-free. We may also carry out scheduled maintenance from time to time.
9.3 The Organisation accepts responsibility for the selection of Achieve in Science (AIS) and the Resources to achieve its intended results.
9.4 Except as expressly stated in these Terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Achieve in Science (AIS), the Resources and the Software which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
10.1 This Clause 10 sets out the entire financial liability of Achieve in Science (AIS) (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to You including those arising from breach of contract, use made by You of Achieve in Science (AIS), and/or the Resources, and representation, statement or tortious act or omission (including negligence) arising under or in connection with Your use of Achieve in Science (AIS), the Software and/or the Resources.
10.2 Nothing in these Terms excludes our liability for death or personal injury caused by our negligence; or for fraud or fraudulent misrepresentation.
10.3 Subject to Clause 10.2 we shall not be liable to You for any:
10.3.1 indirect, consequential and/or special loss or damage;
10.3.2 loss of profit (direct or indirect);
10.3.3 loss of revenue, loss of teaching time or loss of business (in each case whether direct or indirect);
10.3.4 loss of goodwill, loss of reputation or loss of opportunity (in each case whether direct or indirect);
10.3.5 loss of anticipated saving or loss of margin (in each case whether direct or indirect);
10.3.6 wasted management, operational or other time (in each case whether direct or indirect);
10.3.7 loss of any data, content and/or material (in each case, whether direct or indirect);
10.3.8 loss or damage arising out of any failure by us to keep full and up to date back-ups and security copies of any User Materials; and/or
10.3.9 liability of any of the other parties to third parties (whether direct or indirect),
arising out of or in connection with these Terms and/or in connection with Your use of Achieve in Science (AIS), the Software and/or the Resources, whether in contract, tort, misrepresentation, under statute or otherwise, howsoever caused including (without limitation) by negligence and also including (without limitation) any liability arising from a breach of, or a failure to perform or defect or delay in performance of, any of our obligations under these Terms.
10.4 Subject only to Clause 10.2 but without prejudice to Clause 10.3, our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the Fees paid You to us during the 12 months preceding the date on which the claim arose or £5000 (whichever higher). You acknowledge that this limitation is reasonable.
10.5 As Resources are purchased by the Organisation and made available by the Organisation to its Authorised Users, you as an Authorised User of your Organisation, irrevocably agree not to bring or threaten to bring any claims or proceedings directly against Achieve in Science (AIS). Any claims, proceedings, problems, dissatisfaction or issues which you have should be brought or raised directly with your Organisation. If any Authorised Users bring or threaten to bring any claims or proceedings against Achieve in Science (AIS), the Organisation shall indemnify and keep Achieve in Science (AIS) indemnified against any costs, losses, damage and/or expenses incurred by Achieve in Science (AIS).
11 TERM AND TERMINATION
11.1 Unless expressly stated otherwise in the Resources Specific Terms, you agree that the licence to access the Resources shall automatically extend for a period of 12 months ("Extended Licence Period") at the end of the each academic year (31st August), unless either party gives notice to the other party, not later than 7 days before the end of the Licence Period, to terminate such licence.
11.2 Without prejudice to any rights which have accrued under these Terms, You or Achieve in Science (AIS) may terminate these Terms if the other party:
11.2.1 is in material breach of any of its obligation under these Terms and if such breach is remediable, fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
11.2.2 is made bankrupt, is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or if the other party ceases or threatens to cease to trade, or if the other party makes an assignment for the benefit of, or a composition with its creditors or other arrangement of similar import or has a receiver, administrative receiver, administrator or a similar officer appointed over all or a substantial part of its assets, or if a petition is passed or an order is made by a court of competent jurisdiction or resolution is passed for the winding up of the other party (other than for the purpose of a bona fide solvent reconstruction or amalgamation) or any similar circumstances arise in any jurisdiction.
12 EFFECT OF TERMINATION
12.1 On expiry or termination of these Terms or Your right to use Achieve in Science (AIS) for any reason and subject to any express provisions set out elsewhere in these Terms:
12.1.1 all outstanding sums payable by the Organisation to Achieve in Science (AIS) shall immediately become due and payable;
12.1.2 all rights and licences granted to You to use the Software and Achieve in Science (AIS) to these Terms shall cease; and
12.1.3 You shall, return and/or destroy all copies of the Resources and content made available by Achieve in Science (AIS) to You on Achieve in Science (AIS) as may be advised by Achieve in Science (AIS) to You. If requested by Achieve in Science (AIS), the Organisation will certify to Achieve in Science (AIS) that this obligation has been complied with by it and its Authorised Users.
12.2 The accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.
12.3 If your access to the Resources ceases (e.g. the Licence Period has expired), You will no longer be able to access the Resources and/or Your User Materials that are associated to that Resources and Achieve in Science (AIS) reserves the right to delete your account and all content associated to your account including where applicable, any Your User Materials.
13 FORCE MAJEURE
13.1 We will have no liability to You if we are prevented from, or are delayed in performing our obligations due to any circumstances and/or reasons which are outside of our control. These circumstances and reasons include strikes, lock-outs or other industrial disputes (whether involving the workforce of Achieve in Science (AIS) or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, sanctions, accident, breakdown of plant or machinery, fire, flood, storm, default of suppliers or subcontractors and/or non-performance of any services by Achieve in Science (AIS)'s suppliers, banks or subcontractors.
14.1 If You are unable to access Achieve in Science (AIS), You must first ascertain whether the inability to access Achieve in Science (AIS) is caused by a failure on the part of Your device. If the fault lies with Achieve in Science (AIS) and not Your device, You must:
14.1.1 where You are an Authorised User which has not been appointed by
Your Organisation to act as its nominated representative to interact with Achieve in Science (AIS), inform Your Organisations nominated representative immediately and he/she will notify Achieve in Science (AIS); and
14.1.2 where You are Your Organisations nominated representative, contact Achieve in Science (AIS) promptly using the following details:
Achieve in Science (AIS) Team,
14.2 Upon receiving Your nominated representatives report, Achieve in Science (AIS) shall use reasonable endeavours to resolve and rectify the problem to allow You to access Achieve in Science (AIS).
14.3 Where it is subsequently established that the fault does not lie with Achieve in Science (AIS) but with Your device or Your internet services, we reserve the right to charge the Organisation a reasonable administrative fee.
15.1 All notices to be given under these Terms shall be in writing and shall either be delivered personally or sent by courier and shall be deemed duly served:
15.1.1 in the case of a notice delivered personally, at the time the same is left at the address of, or handed to a representative of, the party to be served; and
15.1.2 in the case of courier, two clear business days after the date of despatch.
16 GENERAL PROVISIONS
16.1 These Terms constitutes the whole agreement between Achieve in Science
(AIS) and You and supersedes all previous agreements between Achieve in Science (AIS) and You relating to Your use of Achieve in Science (AIS). Nothing in these Terms shall limit or exclude any liability for fraud.
16.2 We may amend these Terms from time to time. If we have to revise these
Terms, we will give You at least one month's written notice of any changes to these Terms before they take effect. If You do not wish to accept the changes, You can choose to cancel the contract in respect of the Resources and we will refund You any portion of the Fees paid by You (less a reasonable sum in respect of the Organisation's and its Authorised Users' use of the Resources).
16.3 A waiver of any right under these Terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action.
16.4 If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
16.5 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
16.6 To the extent that it is applicable and legally enforceable, in the event of any inconsistencies between the provisions set out in these Terms and those in the terms and conditions governing the purchase of the Resources from Achieve in Science (AIS), the parties agree that the provisions in these Terms will prevail.
17 GOVERNING LAW AND JURISDICTION
17.1 These Terms and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England.
17.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms and/or Your use of Achieve in Science (AIS).
17.3 Notwithstanding Clauses 17.1 and 17.2, nothing in these Terms shall limit the right of Achieve in Science (AIS) to take proceedings against You in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdiction preclude the taking of proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
17.4 Without prejudice to clauses 17.1 to 17.3, if you are a consumer (i.e. you are not (i) an organisation; or (ii) an individual acting wholly or mainly within your trade, business craft or profession) located in the European Union and a dispute arises between you and Achieve in Science (AIS), we strongly encourage you to get in touch with us directly first to seek a resolution by contacting
admin@AchieveinScience.com. If the dispute cannot be resolved between you and Achieve in Science (AIS), we will consider your reasonable request to resolve the dispute through an alternative dispute resolution process. This process will led by an independent body who considers the facts of a dispute and seeks to resolve it, without having to go to court. If we agree to using this process, you can submit your complaint to the Centre for Effective Dispute Resolution via its website http://www.cedr.com. You should not submit your complaint until you have received notice from us in writing (and this could be an email) that we have agreed to resolve your complaint via alternative dispute resolution process.