Agreement and Parties
The Agreement takes effect from the start date of your subscription and is made between you, the subscriber detailed on the Order Form, and us, Mediamerge limited, a company registered in England and Wales under company number 06014471, and whose registered office is at
20 Ditton Fields, Cambridge, CB5 8QL
By completing the Order Form you are deemed to have accepted these Terms of Service, the Terms of Site Use and Privacy Policies. Please read each of these before submitting the Order Form or using the Service. No variation to these Terms of Service or the Order Form shall be binding unless in writing and signed by us. If there is any conflict between the Terms of Site Use and these Terms of Service, then the latter shall prevail. You confirm that all the information supplied by you on the Order Form is accurate. We are not obliged to accept any order.
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, the Terms of Site Use, Privacy Policies and Copyright Statement;
“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 Order Form, which period commences on the Start Date or such other date as may be agreed between us in writing;
“Fees”: the fees payable in respect of the Service, as detailed in the Order Form or as agreed between us in writing
“Order Form”: the online order form detailing your Service subscription and information about you;
“Service”: the provision of on-line learning materials for use by Learners
“Site”: the Site operated by us at www.familieslearningtogether.co.uk via which you, and the Learners can access the Service;
“Start Date”: the date we accept the Order Form by issuing to you a password for access to the Families Learning Together Site
“Terms of Site Use”: the terms governing use of the Site by you, and the Learners, which are displayed on the Site at www.familieslearningtogether.co.uk
“We”, “our” and “us”: refers to Families Learning Together
“You” and “your”: refers to the subscriber detailed on the Order Form;
Provision of the Service
The Service is accessible using a standard Internet browser.
If individual users of the Site are found to be in breach of the Terms of Service, the Terms of Site Use and Privacy Policies they may, after warning, be denied access to it on an individual basis within your contract, or your contract may be terminated depending on the seriousness of the breach of 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.
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.
ID, Usernames and Passwords
Each school, (school purchasers), or individual parent (parent purchasers), will be allocated a unique ID password which the school and all families will need in order to access the Service. You will ensure that the school’s ID password is well publicised to families attending your school. Individual families accessing the Service through the school’s ID password will be required to register their details with Families Learning Together so that their individual usage can be monitored for compliance with the Terms of Service.
Individual family purchasers are required to pay for the Service on a monthly or annual basis at the time of registration.
On receipt of the online school Order Form we will issue to the school an invoice for the Fees payable for the annual contract. Invoices are payable within 21 days of the date thereof.
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.
For schools or families contracted on an annual basis Fees for subsequent years are payable annually in advance. We will invoice you one month prior to the expiry of each year of the Contract Period for the Fees due in respect of the following year. For families paying monthly a Direct Debit is required and may be cancelled at any time by the subscriber.
If you do not pay any invoice by its due date we may terminate access to the Service by you. If you subsequently wish to reinstate the Service, you will need to enter into a new agreement.
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.
10. Intellectual Property
All intellectual property including, without limitation, all copyright, database rights, rights in designs and inventions, trade marks (whether registered or unregistered) in the Site, the Content, the Service and any other materials provided by us to you in connection with the provision of the Service is owned by us.
You, Schools, Learners and their 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 teaching and study purposes only;
· Content or material from the Site may be downloaded to a local hard disk, printed out or copied for the school’s and Learner’s teaching and study 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 on any copy of the Content or other materials provided by us to you.
Any rights not expressly granted in the Agreement are reserved.
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.
Extent of our liability to you
Whilst we endeavour to ensure that the Service is a valuable educational aid bringing real benefits to Learners, no warranty, express or implied, is given as to the effectiveness of the Service as an educational or revision aid, and we do not accept any liability for any errors, omissions or unsatisfactory examination results.
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 Learner’s legal rights as a consumer.
The Agreement will commence on the Start Date and will continue for the Contract Period, unless ended under arrangements specified below .
For annual contracts 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.
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.
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 bears to the Contract Period.
Subject to this, we shall have no further liability to you or any Centre or Leaner as a result of such discontinuance.
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. On termination of the Agreement for any reason, we will disable your Id passwords and any ID passwords registered under your contract by families of the school.
You shall indemnify us in respect of all losses suffered by us as a result of any breach by you, the school or Learner of these Terms or the Terms of Site Use.
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).
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.
Any notice under the Agreement shall be made via regular mail 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 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 Learner 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.