TIL Subscriber Terms of Service
The website at www.thisislanguage.com (“Website”) and the Services are owned and operated by This Is Language Ltd, a company registered in England and Wales whose registered office is at 41 Cornmarket Street, Oxford, England, OX1 3HA United Kingdom with company number 07792177.
These Subscriber Terms of Service set out the terms on which This Is Language Ltd (“Supplier”) shall supply the Services to the subscriber (“Subscriber” or “you”)).
You should keep a copy of these Subscriber Terms of Service for future reference.
1.1. The Supplier shall supply the Services to the Subscriber for the period of one year from the date of the Invoice (or such other period as the parties may otherwise agree in writing) on these Subscriber Terms of Service.
1.3. The Supplier shall provide the Services through the Website, which shall be accessible by the Subscriber through a standard internet web browser and a standard personal computer or other personal portable device.
1.4. Details of how to access the Services through the Website will be provided by the Supplier to the Subscriber by email at the commencement of the Agreement.
1.5. The Supplier shall use all reasonable endeavours to ensure that the Learning Materials are available 24 hours a day, 7 days a week, subject to routine maintenance and Website updates.
1.6. The Supplier does not warrant that the Services shall be provided fault free but the Supplier shall use all reasonable endeavours to rectify any defect or faults in the Services notified to it by the Subscriber.
2.1. The Subscriber shall:
2.1.1. notify the Supplier as soon as it experiences any difficulties in accessing the Website;
2.1.2. co-operate with the Supplier in all matters relating to the Services;
2.1.3. ensure that it shall not re-sell or offer in any manner to a third party the Services or use of or access to the Learning Materials;
2.1.5. comply with and ensure that each of its Teachers (if any) and Students (if any) comply with all procedures and policies which the Supplier may issue from time to time in relation to the use or operation of the Services;
2.1.6. be responsible for ensuring the accuracy of any Subscriber Data and updating any accounts, details and information relating to Students who access the Services;
2.1.7. be responsible for training its Teachers (if any) in the use of the Services, although the Supplier shall provide all reasonable support in this regard to assist the Subscriber in doing so; and
2.1.8 obtain consent from the parent or guardian of each of its Students under the age of 13 to whom it wishes to give access to the Services.
2.2. If the Supplier’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Subscriber, its agents, sub-contractors, consultants or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Subscriber arising directly or indirectly from such prevention or delay.
If the Subscriber is an Educational Centre, clauses 3.1 to 3.4 shall apply.
3.1. In consideration of the provision by the Supplier of the Services, the Educational Centres shall pay the subscription fees as detailed in the Invoice. Such fees shall be paid to the Supplier as otherwise specified in the Invoice.
3.2. Where the Supplier is obliged to charge VAT on its services and expenses, this will be payable in addition to the fees and expenses at the appropriate rate (currently 20 per cent). VAT is therefore charged where applicable.
3.3. Without prejudice to any other right or remedy that it may have, if the Educational Centre fails to pay the Supplier on the due date, the Supplier may:
3.3.1. charge interest on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of Royal Bank of Scotland, and
3.3.2. suspend all Services until payment has been made in full.
If the Subscriber is an Individual, clauses 3.4 to 3.5 shall apply.
3.4. In consideration of the provision by the Supplier of the Services, the Individual shall pay the subscription fees as detailed in the Invoice. The Supplier shall not be required to provide the Services to an Individual until the Supplier has received payment in full (in cash or cleared funds).
3.5. For Individuals resident in the European Union, the subscription fees are inclusive of VAT. For Individuals resident outside the European Union, the subscription fee is exclusive of VAT.
4.1. As between the Subscriber and the Supplier, all Intellectual Property Rights and all other rights in the Learning Materials shall be owned by the Supplier. Accordingly, the Subscriber shall not seek to assert any rights over or in respect of such Intellectual Property Rights, which shall remain the absolute property of the Supplier in all circumstances.
4.2. The Subscriber shall ensure that it, its Teachers and its Students shall only use the Services on the basis that:
4.2.1. the Learning Materials may be viewed through a standard web browser, printed out or copied by the Subscriber, its Teachers or Students for teaching, training or study purposes only;
4.2.2. the Learning Materials may not be combined with or incorporated in any way with any other work or publication, including any learning platform.
5.1. The Subscriber shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Subscriber by the Supplier, its employees, agents, consultants or sub-contractors and any other confidential information concerning the Supplier’s business or its products which the Subscriber may obtain.
5.2. The Subscriber may disclose such information:
5.2.1. to its employees, Students, officers, representatives, advisers, agents or sub-contractors who need to know such information for the purposes of carrying out the Subscriber’s obligations under the Agreement; and
5.2.2. as may be required by law, court order or any governmental or regulatory authority.
5.3. The Subscriber shall ensure that it’s Teachers, Students, employees, officers, representatives, advisers, agents or sub-contractors to whom it discloses such information comply with this clause.
6.1. This clause sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents, consultants, and sub-contractors) to the Subscriber in respect of any breach of the Agreement, any use made by the Subscriber of the Services or any part of them and any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
6.2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
6.3. Nothing in these Subscriber Terms of Service limits or excludes the liability of the Supplier (a) for death or personal injury resulting from negligence; or (b) for any damage or liability incurred by the Subscriber as a result of fraud or fraudulent misrepresentation by the Supplier.
6.4. Subject to condition 6.3, the Supplier shall not be liable for any interruptions to, down time of or discontinuance or modification of the Services, loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods; loss of contract; or loss of use; or loss of corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
6.5. Subject to condition 6.3, the Supplier’s total liability to Educational Centres in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Agreement shall be limited to the price paid for the Services.
6.6. Subject to condition 6.3, the Supplier’s total liability to Individuals in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Agreement shall be limited to two times the price paid for the Services.
7.1. If the Subscriber is an Individual, they have the statutory right to cancel the Agreement at any time within fourteen days beginning on the day on which the Agreement is concluded.
7.2. Use of the Deliverables is a service offered by the Supplier and the Individual agrees that the Services can start before the end of the usual fourteen day cancellation period. This means that their cancellation rights will end when the performance of the Service starts.
8.1. In so far as applicable to the Services, each of the Supplier and Subscriber shall ensure that it complies 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.
8.3. Where, in connection with the Services, the Supplier needs to process personal data on behalf of the Subscriber, the Supplier shall:
8.3.1. unless otherwise agreed in writing, only process the personal data to the extent and in such manner as is necessary for the provision of the Services or as is required by law or any regulatory body;
8.3.2. implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. Such measures shall be appropriate to the harm that might result from unauthorized or unlawful processing or accidental loss, destruction or damage to personal data and to the nature of personal data to be protected; and
8.3.3. promptly notify the Subscriber if the Supplier receives a request from a data subject to have access to personal data or any other complaint or request relating to the Subscriber’s obligations under the Data Protection Act 1998.
9.1. Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Agreement without liability to the other if the other party commits a material breach of any of the terms of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach.
9.2. Upon the termination of the Agreement for any reason:
9.2.1. the Subscriber shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest (if any) and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt; and
9.2.2. 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.
9.3. On termination of the Agreement (however arising), the following conditions shall survive and continue in full force and effect: clause 4; clause 5 and clause 6.
The Supplier shall have no liability to the Subscriber under the Agreement if it is prevented from, or delayed in performing, its obligations under the Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier 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, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
11.1. In these Subscriber Terms of Service:
Agreement means the contract between the Supplier and the Subscriber for the provision of the Services on these Subscriber Terms of Service and including the Invoice;
Educational Centre: a school, college or other educational organisation.
Intellectual Property Rights: all patents, rights to inventions, utility models, 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, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how 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.
Individual: individuals who request Services for their personal use, for the use of their children or for use in their personal tutoring of Students
Invoice: the invoice issued by the Supplier to the Subscriber containing details of the fees payable and (if applicable) any other non-standard terms
Learning Materials: the on-line learning and development materials as developed by the Supplier or its agents, sub-contractors and employees in relation to the provision of the Services in any form, including computer programs, data, reports and specifications (including drafts).
Services: the provision to the Subscriber of the Learning Materials.
Subscriber: the Educational Centre or Individual subscribing for the Services.
Students or Student: a student or students of the Educational Centre or Individual.
Subscriber’s Equipment: any equipment, systems, cabling or facilities of the Subscriber which are used directly or indirectly in connection with the supply of the Services.
Teacher: a teacher employed or contracted by an Educational Centre.
Subscriber Terms of Service: these terms of service.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
11.2. Headings in these conditions shall not affect their interpretation. References to conditions and schedules are to the conditions and schedules of the Agreement.
11.3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
11.4. Any obligation in the Agreement on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
12.1. The Supplier reserves the right to amend these Subscriber Terms of Service. These Subscriber Terms of Service may be amended by us at any time by posting the amended terms on the Website. The amended Subscriber Terms of Service will be effective upon the effective date indicated in respect of Services agreed after that effective date.
12.2. A waiver of any right under the Agreement is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise.
12.3. Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.
12.4. If any provision of the Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected.
12.5. The Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
12.6. Each party acknowledges that, in entering into the Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of Agreement), as expressly provided in the Agreement.
12.7. The Subscriber shall not (but the Supplier shall be entitled to), without the prior written consent of the other party, assign, transfer, charge, mortgage, sub-contractor, declare a trust of or deal in any other manner with all or any of its rights or obligations under the Agreement.
12.8. Each party that has rights under the Agreement is acting on its own behalf and not for the benefit of another person. A person who is not a party to the Agreement shall not have any rights under or in connection with it.
13.1. Any notice required to be given under the Agreement shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party, or as otherwise specified by the relevant party by notice in writing to the other party.
13.2. Any notice shall be deemed to have been duly received if delivered personally, when left at the address set out in the Invoice or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
13.3. This condition shall not apply to the service of any in any proceedings or other documents in any legal action.
The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.