BRIX LEARNING LTD – TERMS AND CONDITIONS OF WEBSITE USE AND SUPPLY
www.brixlearning.com is a site operated by Brix Learning Ltd (“We”, “us”, “our”). We are registered in England and Wales under company number 09099494 and have our registered office at 62 Witham House, 13 Enterprise Way, London SW18 1GB. Our main trading address is 27 Hammersmith Grove, W6 0NE. Our VAT number is 217 4242 30.
The definitions and rules of interpretation in this condition apply in these Terms:
“Authorised Student” means an individual over the age of 16 to whom you have granted access to the Subscription Content by the successful creation of a Username and Password.
“Event Outside Our Control” means any act or event beyond our reasonable control.
“Password” means the password in respect of a unique Username which enables you and/or an Authorised Students to gain access to the relevant Services, as may be changed from time to time by you or an Authorised Student.
“Subscription Content” means the content which is accessible after a subscription is taken out and the Subscription Fees are paid.
“Subscription Fees” means (i) the one off subscription fee set out in the relevant pages of our site or as agreed between the parties to access the Subscription Content for a period of 12 months; or (ii) the monthly subscription fee payable as set out in the relevant pages of our site to access the Subscription Content.
“Term” means a period of 12 months where the subscription is for one-off access calculated from the time we make the relevant Subscription Content accessible to you and/or Authorised Students or the minimum period of 3 months for which you are obligated to pay the monthly Subscription Fees, subject in each case to the extension of such term by the payment of further Subscription Fees, including in accordance with clause 2.2 (in respect of a monthly subscription).
“Username” means a unique username created by you and/or Authorised Students (as the case may be), which, when the relevant Password is entered will grant you and/or Authorised Students access to the Subscription Content.
2. TERMS OF ACCEPTANCE
2.1 A contract is formed between you and us when we notify you by e-mail and/or electronically that your registration has been accepted (the Contract). When you place an order to subscribe for Subscription Content, your application will not be accepted until we receive authorisation of your credit card or debit payment or such other authorisation for the required Subscription Fees. We reserve the right not to accept any application or to limit the number of Authorised Students. You are advised to print off and keep a copy of these Terms once your application has been accepted. You may from to time increase the number of Authorised Students by paying additional Subscription Fees. If a student leaves or no longer requires access to the Subscription Content you may notify us and grant access to a different student who shall thereafter be an Authorised Student. No refunds shall be given where there are at any time fewer Authorised Students than the number of users for which Subscription Fees were paid.
2.2 Where you sign up for monthly payments, payments by credit card are continuous authority transactions. By clicking “proceed” on your order you are authorising us to process a regular and recurring payment from your credit card. The minimum subscription period is 3 months. After this period you may choose to end your subscription or reduce the number of Authorised Students by no less than 14 days’ notice to us to end at the end of a month.
2.3Where you sign up for an annual subscription we will contact you by email no less than 14 days in advance of the end of each 12 month period to confirm whether or not you wish to extend the Term by paying further Subscription Fees.
3.2 Upon completion of the registration process and creating a Username and Password, you and/or the Authorised Students will be registered as an authorised user of our site. Details of Usernames and Passwords shall be emailed to you at your nominated e-mail address. You should inform each Authorised Student that he or she should change their initial Password and Username immediately on first use of our site.
3.3 You agree not to make, and agree to procure that Authorised Students do not make, available any Username and Password, to any third party, including by saving any Username and/or Password to any shared computer. Where such disclosure of the Username and/or Password occurs, you must inform us immediately so that we can take appropriate security measures.
3.4 We have the right to disable any Username and/or Password, whether chosen by you or any Authorised Student or allocated by us, at any time, if in our reasonable opinion you or any Authorised Student have failed to comply with any of the provisions of these Terms.
4. RIGHTS OF ACCESS AND USE
4.1 Upon successful registration and payment of the Subscription Fees, we will make available to you and/or Authorised Students the Subscription Content for the period of time for which you have paid the Subscription Fees, subject to earlier termination as provided in these Terms.
4.2 Subject to these Terms, we grant to you and/or Authorised Students a non-exclusive and non-transferable licence to search, view, copy, edit, store, revise and use the Subscription Content for educational purposes only.
5. USER OBLIGATIONS
5.1 Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, you agree not to and shall procure that Authorised Students do not:
5.1.1 systematically copy any Subscription Content in any circumstances, including, without limitation, with a view to creating or compiling any form of comprehensive collection, compilation, directory or database;
5.1.2 use the Subscription Content and/or information extracted for any illegal or fraudulent purposes.
5.2 You and/or the Authorised Students are responsible for making all arrangements necessary for you and/or the Authorised Students to have access to our site.
5.3 You are responsible for configuring your information technology, computer programmes and platform in order to access our site. You should use your own virus protection software. We do not guarantee that our site will be secure or free from bugs or viruses.
5.4 You must not, and you shall procure that Authorised Students do not, misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not, and you shall procure that Authorised Students do not, attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not, and you shall procure that Authorised Students do not, attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you (or any relevant Authorised Student) would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity (or any relevant Authorised Student) to them. In the event of such a breach, your right to use our site will cease immediately.
6. OUR OBLIGATIONS
6.1 We shall use reasonable endeavours to ensure that the Subscription Content is accurate at the date of it being made available on our site and to provide any services we provide to you with reasonable skill and care. You acknowledge that the Subscription Content is intended to be a study aid and to supplement other educational materials recommended to be used as part of the UK national curriculum and A-level syllabus and is not a substitute for such materials or for the use of your staff’s professional skill and judgement. In particular no warranty or guarantee is given that any particular results will be achieved by you or any Authorised Student through the use of the Subscription Content. The Subscription Content may not be appropriate for use outside of the UK.
6.2 We warrant that to the best of our knowledge and belief the Subscription Content and your use, and use by the Authorised Students, as permitted by these Terms will not infringe any copyright of any third party.
6.3 We will use reasonable endeavours to make our site accessible during normal working hours, 9am to 5pm Monday to Friday (excluding bank holidays in England), and to carry out updates and maintenance outside of such hours.
6.4 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Contract that is caused by an Event Outside Our Control.
6.5 If an Event Outside Our Control takes place that affects the performance of our obligations under this Contract:
6.5.1 we will contact you as soon as reasonably possible to notify you; and
6.5.2 our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.
6.6 You may cancel a Contract affected by an Event Outside Our Control which has continued for more than 30 days.
6.7 Where our site contains links to other sites these links are provided for your information only.
7. INTELLECTUAL PROPERTY
7.1 We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it, including the Subscription Content. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
7.2 Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.
7.3 You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
8. LIABILITY – YOUR ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF THIS CLAUSE
8.1 You acknowledge that this Contract is between you and us only and that you are entering into this Contract as a business. This clause 8 sets out our entire financial liability to you in respect of:
8.1.1 any breach of this Contract;
8.1.2 any use made of the Subscription Content; and
8.1.3 any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this Contract.
8.2 Subject to clause 8.4 we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise arising under or in connection with this Contract for loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage.
8.3 Subject to clause 8.4, our total liability to you in respect of all losses arising under or in connection with this Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Subscription Fees paid by you.
8.4 Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law. Further nothing in these Terms purports to limit our liability to any individual Authorised Student if we are in breach of the Data Protection Act 1998 in respect of such individual’s personal data.
8.5 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Subscription Content or our site. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law.
9.1 This Contract will terminate at the end of the period for which Subscription Fees have been paid unless you renew it by paying additional Subscription Fees.
9.2 We may terminate this Contract immediately by written notice if you or any Authorised Student is in material breach of these Terms and the breach is not remedied within 28 days of us notifying you of the breach and requiring its remedy. You may terminate this Contract immediately by written notice to us if we are in material breach of these Terms and the breach is not remedied within 28 days of you notifying you of the breach and requiring its remedy.
9.3 On termination of this Contract for any reason all licences granted under it shall immediately terminate, provided that Authorised Students shall be entitled to retain and continue to use for educational purposes only any documents containing Subscription Content that they properly printed or stored under these Terms.
9.4 The termination of this Contract shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.
10.1 We reserve the right to vary these Terms at any time by notice to you and your continued use of our site after the date of such notice will constitute your acceptance of such changes. Notwithstanding the above, if we intend to make any variations to these Terms that adversely or materially affect your rights or reduce our obligations hereunder we will inform you and such variations shall only take effect on the next payment of further Subscription Fees by you.
10.2 Without prejudice to your right to permit Authorised Students to access and use the Subscription Content, and our obligations to Authorised Students in respect of their personal data (as defined in the Data Protection Act 1998), this Contract is not enforceable by anyone other than you and us.
10.3 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.
10.4 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
10.5 Any notice required to be given under these Terms shall be in English and be deemed duly given if signed (or, in the case of e-mail, if sent) by or on behalf of a duly authorised officer of the party giving the notice and if left at or sent by first class post or e-mail to the address of the party receiving such notice, as specified in the sign up process in the case of you and as specified in our site in the case of us. Any such notice shall be deemed to be given to and received by the addressee:
10.5.1 at the time the same is left at the address of or handed to a representative of the party to be served;
10.5.2 by post on the date not being a Sunday or public holiday two days following the date of posting; or
10.5.2 if sent by e-mail, on the next working day in the case of emails sent during business hours in London or 48 hours in respect of e-mails sent outside of business hours in London and provided that if any e-mail produces an automated response reporting a failure to deliver, delayed delivery to the intended recipient or “out of office” reply, such e-mail shall be deemed not to have been received by the addressee.
10.6 These Terms and the Contract that it governs are subject to English law and the parties submit to the exclusive jurisdiction of the English courts, including in respect of any non-contractual disputes.