Who are we?
We (“This Is Language Ltd”, “TIL” and/or “us” or “we”) ) are an EdTech company who provide online services (the “Services”) to clients who are schools and other educational establishments (“School” or “you”) to help them teach Modern World Languages. We are 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.
What are our legal documents?
Terms and Conditions – For all of our School clients. These contain the legal terms and conditions on which we provide our Services to the Schools.
Data Protection Statement – For all of our School clients based in the EEA. It explains how we process the Personal Data that you hold within the School that you share with us.
Usage Policy – For all users of our Services and visitors to our website. It explains what standards we expect of you when you use our website, such as the copyright to our videos.
You are currently reading our Terms and Conditions
Who should read these Terms and Conditions?
These Terms and Conditions (“Terms”) should be read by all of our School clients and prospective clients. They set out the legal terms on which we supply the Services to the School including in respect of any Trial.
These Terms shall apply and prevail over any inconsistent terms or conditions contained, or referred to, in the School’s purchase order, confirmation of order, invoice, acceptance of a quotation, or specification or other document supplied by the School, or implied by law, trade custom, practice or course of dealing.
You should keep a copy of these Terms and Conditions for future reference.
Terms and Conditions
1. The Services
- 1.1. TIL shall supply the Services to the School 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 Terms or in the case of a Trial only, for the duration of the Trial Period.
- 1.2. TIL shall supply the Services to the School with reasonable care and skill and in accordance in all material respects with these Terms TILshall use all reasonable endeavours to ensure that the Learning Materials are accurate so far as is possible.
- 1.3. TIL shall provide the Services through the Website, which shall be accessible by the School 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 TIL to the School by email at the commencement of the Agreement.
- 1.5. TIL 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. TIL does not warrant that the Services shall be provided fault free but we shall use all reasonable endeavours to rectify any defect or faults in the Services notified to it by the School.
2. Your obligations
- 2.1. The School shall: 2.1.1. notify us as soon as it experiences any difficulties in accessing the Website;
2.1.2. cooperate with us in all matters relating to the Services;
2.1.3. not transfer or share the Services (including Learning Materials) with any other schools or third parties save as provided for in the Invoice;
2.1.4. ensure that it shall not resell or offer in any manner to a third party the Services or use of or access to the Learning Materials;
2.1.5. ensure that it, its Teachers and each of its Students (if any) comply with these Terms;
2.1.6. comply with and ensure that each of its Teachers and Students (if any) comply with all procedures and policies which TIL may issue from time to time in relation to the use or operation of the Services;
2.1.7. be responsible for ensuring the accuracy of any School Personal Data and updating any accounts, details and information relating to Students who access the Services;
2.1.8. be responsible for training its Teachers in the use of the Services, although TIL shall provide all reasonable support in this regard to assist the School in doing so.
3. Charges and payment
- 3.1. In consideration of the provision by TIL of the Services, the School shall pay the subscription fees as detailed in the Invoice. Such fees shall be paid to us as specified in the Invoice.
- 3.2. Where we are obliged to charge VAT on our services and expenses, this will 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 School fails to pay us on the due date,TIL 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.
4. Intellectual property rights
- 4.1. As between TIL and the School, all Intellectual Property Rights and all other rights in the Learning Materials shall be owned by TIL. Accordingly, the School shall not seek to assert any rights over or in respect of such Intellectual Property Rights, which shall remain the absolute property of TIL in all circumstances.
- 4.2. The School 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 School, 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 School 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 School by TIL, its employees, agents, consultants or sub-contractors and any other confidential information concerning our business or its products which the School may obtain.
- 5.2. The School 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 School’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 School 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. Limitation of liability
- 6.1. This clause sets out the entire financial liability of TIL (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the School in respect of any breach of the Agreement, any use made by the School 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 Terms limits or excludes the liability of TIL (a) for death or personal injury resulting from negligence; or (b) for any damage or liability incurred by the School as a result of fraud or fraudulent misrepresentation by us.
- 6.4. Subject to condition 6.3, TIL 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, TIL’s total liability to the School 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.
7. Data protection
- 7.1. TIL and the School shall each itself comply and shall procure that its own employees and subcontractors shall comply, at all times during and following the ending of this Agreement with all relevant obligations of the Data Protection Act 1998 as amended from time to time and any other applicable data protection and privacy legislation including the General Data Protection Regulation, which shall supersede the Data Protection Act with effect from 25 May 2018, (together, “DP Law”). Terms used in the DP Law including “personal data”, “processing”, “processor” and “controller” shall have the same meaning in this Agreement.
- 7.2. Where TIL processes any School Personal Data on the School’s behalf when performing its obligations under the Agreement, the parties record their intention that the School shall be the Data Controller and TIL shall be a Data Processor.
- 7.3. TIL shall:
(a) only process the School Personal Data in accordance with the written instructions of the School for the purposes, scope and duration limitations set out in this Agreement (as amended by mutual agreement) to the extent and in such manner as is necessary for the performance of its obligations under this Agreement;
(b) ensure that it has in place appropriate technical and organisational measures, to prevent unauthorised or unlawful processing of any School Personal Data and against accidental loss or destruction of, or damage to, the personal data having regard to the state of technological development and the cost of implementing any measures. Such measures may include where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted;
(c) not transfer any School Personal Data outside of the European Economic Area unless it takes such measures as are necessary to ensure the transfer is in accordance with DP Law;
(d) notify the School without undue delay: (i) becoming aware of any unauthorised access to or disclosure or unlawful processing of the personal data or of any event which may constitute a breach of the security of the personal data; or
(ii) of the receipt by TIL (or by any of its authorized agents) of any subject access request from a data subject (as defined in DP Law); and provide the School with full cooperation and assistance in relation to any such matter (recording all incidents falling within this sub-clause on a security breach log).
(e) ensure that all employees and subcontractors permitted to access the School Personal Data are subject to a strict duty of confidentiality and shall not permit any person to process personal data who is not under such obligation;
(f) not subcontract any processing of School Personal Data save with the prior written consent of the School pursuant to clause 7.4;
(g) maintain complete and accurate records and information to demonstrate its compliance with this clause and make these available upon request for audit by the School and /or the School’s auditors;
(h) at the written direction of the School, delete or return School Personal Data and copies thereof to the School on termination of the Agreement unless required by law to store the personal data.
- 7.4. The School shall:
(a) undertake and warrant that the School is entitled to transfer the School Personal Data to TIL so that TIL may lawfully use, process and transfer the School Personal Data in accordance with this Agreement on the School’s behalf;
(b) ensure that the Teachers and Students have given their consent to, such use, processing, and transfer for the Services including our publicly viewable leaderboards;
(c) take appropriate technical and organisational measures against unauthorised or unlawful processing of the School Personal Data or its accidental loss, destruction or damage;
(d) not unreasonably withhold consent to TIL appointing a sub-processor of personal data under this Agreement on condition that TIL shall enter into a contract with the sub-processor incorporating terms which are substantially similar to terms found in this clause 7 and that TIL shall remain fully liable for all acts or omissions of any sub-processor.
- 8.1. 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.
- 8.2. Upon the termination of the Agreement for any reason: 8.2.1. the School shall immediately pay to TIL all of TIL’s outstanding unpaid invoices and interest (if any) and, in respect of Services supplied but for which no invoice has been submitted, TIL may submit an invoice, which shall be payable immediately on receipt; and
8.2.2. 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.
- 8.3. 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.
9. Force majeure
TIL shall have no liability to the School 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, lockouts or other industrial disputes (whether involving the workforce of TIL 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 subcontractors.
10. Definitions and interpretation
- 10.1. In these terms:
Agreement: the contract between TIL and the School for the provision of the Services on these Terms and including the Invoice;
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, 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;
Invoice: the invoice issued by TIL to the School 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 TIL or its agents, subcontractors 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 School of the Learning Materials;
Students or Student: a student or students of the School;
School Personal Data: all personal data information relating to the School’s Teachers and Students who have access to the Service which TIL shall hold for the purpose of providing the Services to the School;
School’s Equipment: any equipment, systems, cabling or facilities of the School which are used directly or indirectly in connection with the supply of the Services;
Teacher: a teacher employed or contracted by the School;
Trial: a licence to use the Services on a non-fee-paying basis for the Trial Period on these Terms;
Trial Period: the period agreed by TIL from time to time;
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
- 10.2. Headings in these conditions shall not affect their interpretation. References to the singular shall include the plural and vice versa.
- 10.3. 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.
- 10.4. 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.
- 11.1. TIL reserves the right to amend these Terms. These Terms may be amended by us at any time by posting the amended terms on the Website. The amended Terms will be effective upon the effective date indicated in respect of Services agreed after that effective date.
- 11.2. 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.
- 11.3. Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.
- 11.4. 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.
- 11.5. The Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
- 11.6. 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.
- 11.7. The School shall not (but TIL shall be entitled to), without the prior written consent of the other party, assign, transfer, charge, mortgage, subcontractor, declare a trust of or deal in any other manner with all or any of its rights or obligations under the Agreement.
- 11.8. 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.
- 12.1. 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.
- 12.2. 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.
- 12.3. This condition shall not apply to the service of any in any proceedings or other documents in any legal action.
13. Governing law
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.