The website www.every1speaks.com (Site) is owned and operated by the Every1 Limited (Company), whose registered office is at 68 Jesmond Road West, Newcastle-upon-Tyne, NE2 4PQ, registered in England with company number 07254647 and VAT number 103192066, or email support@every1speaks.com and telephone number 0191 447 5153.
Please read these Terms and Conditions. They set out the terms under which your organisation (Institution) may use and access the Site and, in particular, the mini site incorporated within the Site solely for the Institution’s use whose address is suffixed with every1speaks.com (Portal).
Interpretation
1.1 The definitions and rules of interpretation in this clause apply to these Terms and Conditions.
Act the Data Protection Act 1998;
Agreement the agreement between the Company and the Institution for the use of the Portal by the Institution, in accordance with these Terms and Conditions;
Acceptance Confirmation the written confirmation issued by the Company to the Institution setting out the specific details of the Agreement;
Authorised Users those students, teachers, lecturers and other staff of the Institution and/or members of the public (if appropriate), as set out in the Acceptance Confirmation, who are authorised by the Institution to use the Portal and the Documentation;
Business Day any day which is not a Saturday, Sunday or public holiday in the UK;
Contribution any and all information, ideas, themes, postings, data (excluding Personal Data or Institution Data), content and/or contribution uploaded or added to the Portal by an Authorised User or the Institution during the Subscription Term;
Institution Data the data inputted by the Institution, representative of the Institution or the Company on the Institution’s behalf for the purpose of subscribing to the Site and/or Portal or facilitating the Institution’s subscription to the Site and/or Portal;
Data Controller has the meaning set out in section 1(1) of the Act;
Data Processor has the meaning set out in section 1(1) of the Act;
Documentation the documents made available to the Institution by the Company through the Portal (including but not limited to, any Portal user reports);
Effective Date the commencement date for the Institution’s use and access of the Portal as set out in the Acceptance Confirmation (which for the avoidance of doubt, may not necessarily be the same date as the date of the Acceptance Confirmation as determined by clause 2.3);
Initial Subscription Term the initial term of the Agreement as set out in the Acceptance Confirmation;
Intellectual Property Rights patents, trademarks, service marks, design rights, copyright, know-how, rights in databases, domain names and all other industrial or intellectual property rights (whether registered or not) and all applications to register any of the same and all other similar rights or obligations whether registerable or not in any country;
Normal Business Hours 9.00 am to 5.00 pm local UK time, each Business Day;
Order means the Institution’s order for a Package submitted to the Company by the Institution either through the Site or as may otherwise be submitted to the Company in writing (whether electronically or otherwise);
Package the specific package purchased by the Institution from the Company as set out in the Acceptance Confirmation, which permits the Institution and/or Authorised Users to use and access the Portal and the Documentation and receive the other rights and benefits set out in the Acceptance Confirmation in accordance with these Terms and Conditions; provided always that the Package may be varied by written agreement between the parties, from time to time, in accordance with clause 3.7;
Personal Data has the meaning set out in section 1(1) of the Act and for the purposes of clause 6.3 shall relate only to personal data, or any part of such personal data, of or inputted by an Authorised User to the Portal;
Portal Support the support to be provided by the Company to the Institution in relation to the Portal set out in the Acceptance Confirmation;
Renewal Period the renewal period as set out in the Acceptance Confirmation;
Subscription Fees the subscription fees, as set out in the Acceptance Confirmation, payable by the Institution to the Company in accordance with these Terms and Conditions;
Subscription Term the Initial Subscription Term together with any subsequent Renewal Periods;
Terms and Conditions these terms and conditions, as amended from time to time in accordance with clause 21;
Virus any thing or device (including any software, code, file or programme) which may:
(i) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; or
(ii) prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or
(iii) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of these Terms and Conditions.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
1.4 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.
Basis of Contract
2.1 These Terms and Conditions apply to the Agreement to the exclusion of any other terms that the Institution may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Institution to use of and access to the Portal in accordance with these Terms and Conditions and the Institution shall ensure that the terms of the Order are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Company issues an Acceptance Confirmation in respect of the Order, at which point and on which date Agreement shall come into existence.
2.4 The Institution acknowledges and agrees that:
2.4.1 any quotation or package list given by the Company (on the Site or otherwise) shall not constitute an offer, unless the Company expressly agrees otherwise (such agreement shall be given at the Company’s sole discretion); and
2.4.2 subject to clause 8.5, any subscription fees provided on the Site are liable to change at any time by the Company; provided always that any changes will not affect an Order in respect of which the Company has already sent the Institution an Acceptance Confirmation.
The Site and Portal
3.1 Subject to the Institution paying the Subscription Fees in full in accordance with clause 8.1, and the restrictions set out in these Terms and Conditions, the Company:
3.1.1 as soon as reasonably practical following the Effective Date, shall facilitate the compilation of the Portal based on the information provided by the Institution and integrate it within the Site; and
3.1.2 during the Subscription Term, hereby grants to the Institution a non-exclusive, non-transferable right to:
3.1.2.1 permit the Authorised Users to use and access the Software, Portal and the Documentation;
3.1.2.2 administer, manage and regulate the Portal in accordance with the functions contained within the Portal, from time to time; and
3.1.2.3 edit, monitor and moderate any Contributions;
and for the avoidance of doubt, all other acts are prohibited without the prior written permission of the Company.
3.2 The Company reserves the right to subcontract the integration work for the Portal to a third party, and the internet service and/or hosting provision for the Portal to any preferred provider, from time to time.
3.3 The Institution shall be solely responsible for the operation of any registration system for the Authorised Users of the Portal in accordance with these Terms and Conditions.
3.4 In relation to the Authorised Users, the Institution agrees and undertakes that it shall procure:
3.4.1 the maximum number of Authorised Users that the Institution authorises to access and use the Site and the Documentation shall not exceed the number of Authorised Users it has purchased from time to time pursuant to the Package; and
3.4.2 unless otherwise agreed in writing by the Company pursuant to the Package, each Authorised User shall keep any password provided secure for their sole use of the Portal and Documentation.
3.5 The Company shall use commercially reasonable endeavours to make the Portal available 24 hours a day, seven days a week, except for:
3.5.1 planned maintenance carried out during the maintenance window of 8.00 pm to 6.00 am UK time; and
3.5.2 unscheduled maintenance.
3.6 These Terms and Conditions shall not prevent the Company from entering into similar agreements with any third party (including but not limited to, other schools and/or colleges).
3.7 The parties may agree, prior to any Renewal Period, to vary the terms of the Package (such agreement not being unreasonably withheld or delayed by either party); provided always that if the parties can not agree to any variation then the Package shall remain as it was on the Effective Date (or any subsequent variation agreed to by the parties pursuant to this clause 3.7) and either party may terminate the Agreement in accordance with clause 12 of these Terms and Conditions.
Institution’s Obligations
4.1 The Institution shall be solely responsible for ensuring that any Contribution is complete and accurate in all respects and, where appropriate, Authorised Users comply with these Terms and Conditions (including but not limited to clause 4.4) and agree the Company shall not be liable in respect of any typographical error or other inaccuracy of any Contribution or any breach of these Terms and Conditions by the Authorised Users.
4.2 Upon request the Institution shall provide to the Company, from time to time, as soon as reasonably practical all necessary co-operation and/or information in relation to the Agreement and/or the Portal.
4.3 The Institution shall:
4.3.1 maintain a written, up to date list of current Authorised Users and provide such list to the Company within 5 Business Days of the Company’s written request;
4.3.2 be solely responsible for the use and access of the Portal by any Authorised User and, subject to clause 4.4, the editing, monitoring and moderating of any Contribution;
4.3.3 comply with all applicable laws and regulations with respect to the Institution’s or the Authorised Users’ use of the Portal pursuant to these Terms and Conditions (including but not limited to, complying with the Institution’s obligations pursuant to the Act in respect of the Personal Data and the Institution shall, if appropriate, enter into a separate privacy policy with the Authorised Users);
4.3.4 carry out all other Institution responsibilities set out in these Terms and Conditions in a timely and efficient manner;
4.3.5 ensure that the Authorised Users use and access the Portal in accordance with these Terms and Conditions and shall be solely responsible for any Authorised User’s breach of these Terms and Conditions;
4.3.6 be solely responsible for procuring and maintaining its network connections to the Portal, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Institution’s network connections or telecommunications links to the Portal;
4.3.7 procure that any necessary parent or guardian consent is obtained prior to a minor being granted use of, and access to, the Portal as an Authorised User;
4.3.8 not, and shall at all times procure that all its Authorised Users shall not, upload, store, distribute or transmit any Viruses to the Site and/or Portal; and
4.3.9 obtain on the Company’s behalf from the Authorised Users any consent required by the Company to use for any purpose any data (other than Personal Data) determined by the Company from the Authorised Users’ use of the Portal.
4.4 During the Subscription Term, the Institution warrants that it will ensure that any Contribution shall not:
4.4.1 be defamatory of any person;
4.4.2 be obscene, offensive, hateful or inflammatory;
4.4.3 promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
4.4.4 disclose the name, address, telephone, mobile or fax number, e-mail address or any other personal data (as defined in the Act) in respect of any individual;
4.4.5 infringe any Intellectual Property Rights of any other person;
4.4.6 breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
4.4.7 be in contempt of court;
4.4.8 be likely to harass, upset, embarrass, alarm or annoy any other person (including but not limited to another Authorised User);
4.4.9 impersonate any person, or misrepresent the identity of, or an affiliation with, any person;
4.4.10 advocate, promote or incite any third party to commit, or assist in, any unlawful or criminal act;
4.4.11 contain a statement which, directly or indirectly, encourages or otherwise induces the commission, preparation or instigation of an act of terrorism;
4.4.12 contain any advertising or promote any services;
and if any Contribution breaches any provision contained in this clause 4.4 then the Institution shall remove it immediately; provided always that the Company reserves the right, from time to time, during the Subscription Term (without prejudice to the Company’s rights or remedies in respect of such breach of contract by the Institution or the provisions of clause 14) to:
4.4.13 remove any Contribution if the Institution does not remove the Contribution after being given reasonable notice by the Company to do so; or
4.4.14 disable the Institution’s, and/or any of its Authorised Users’, access to the Portal;
if in the opinion of the Company (acting reasonably) the Contribution is unsuitable for public display and/or there is a breach by either the Institution and/or any Authorised User of any provisions of this clause 4.4 (and for the avoidance of doubt, there shall be no obligation on the Company to regulate, monitor, moderate or edit any Contribution and this shall be the sole responsibility of the Institution).
4.5 The Institution shall not and shall procure that the Authorised Users shall not:
4.5.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties or to the extent expressly permitted under these Terms and Conditions:
4.5.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Site or the Portal in any form or media or by any means; or
4.5.1.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Site or the Portal; or
4.5.2 access all or any part of the Site and/or Portal in order to build a product or service which competes with the Site; or
4.5.3 use the Site and/or Portal to provide similar services and/or functions to third parties; or
4.5.4 commercially exploit the Site and/or Portal or otherwise make the Site and/or Portal available to any third party; or
4.5.5 attempt to obtain, or assist third parties in obtaining, access to the Site and/or Portal, other than as provided under these Terms and Conditions;
provided always that nothing in these Terms and Conditions shall prevent or restrict use of, or access to, the Portal by the Authorised Users.
4.6 The Institution shall use its best endeavours to prevent any unauthorised use of, or access to, the Site and/or the Documentation and, in the event of any such unauthorised access or use of which it becomes aware, promptly notify the Company of the same.
4.7 The Institution agrees that the Portal shall be provided to Authorised Users in accordance with the terms and conditions of use which can be found at www.every1speaks.com/userterms (User Terms). The Institution shall procure that any and all Authorised Users comply with such User Terms and the Institution acknowledges and agrees that it shall not be the responsibility of the Company to ensure compliance with the User Terms by the Authorised Users and the Institution shall not be permitted to make any changes to the User Terms without the prior written consent of the Company (such consent being given at the Company’s sole discretion).
Company’s Rights and Obligations
5.1 Subject to clause 3.5, the Company shall, during the Subscription Term, provide and make available the Portal to the Institution on and subject to these Terms and Conditions.
5.2 The obligation of the Company under clause 5.1 shall not apply to any non-availability which is caused by use of the Portal or the Site contrary to the Company’s instructions, or modification or alteration of the Portal by any party other than the Company or the Company’s duly authorised contractors or agents (other than by the submission of Contributions). If the Portal is not available, the Company shall use reasonable commercial endeavours to correct or procure the correction of any such non-availability and this shall be the Institution’s sole and exclusive remedy for any non-availability of the Portal. Notwithstanding the foregoing the Company:
5.2.1 does not warrant that the Institution’s or the Authorised Users access to or use of the Site and/or Portal will be uninterrupted or error-free; and
5.2.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities (including but not limited to, the internet) and the Institution acknowledges that the Portal may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
5.3 The Company warrants that, so far as it is aware, it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms and Conditions.
5.4 The Company shall provide the Portal Support (if any), during Normal Business Hours as part of the Package (at no additional cost or expense to the Institution).
Data
6.1 The Institution shall own all rights, title and interest in and to all of the Institution Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Institution Data.
6.2 The Company shall, in providing the Site and the Portal, comply with the Company’s privacy policy in force from time to time relating to the privacy and security of the Institution Data available at www.every1speaks.com/privacy or such other website address as may be notified to the Institution from time to time.
6.3 The Institution acknowledges and agrees that in relation to Personal Data, the Institution is the Data Controller and the Company is a Data Processor, hosting the Personal Data on the Institution’s behalf and in relation to such Personal Data the Company shall:
6.3.1 act only in accordance with the Institution’s instructions;
6.3.2 not process any of the Personal Data for any purpose other than as authorised by the Institution;
6.3.3 take such technical and organisational security measures as are reasonable to ensure that the Personal Data is not processed unlawfully;
6.3.4 maintain all of the Personal Data in confidence; and
6.3.5 not subcontract any processing of the Personal Data to any third party, without the prior written consent of the Institution (which shall not be unreasonably withheld, conditioned or delayed).
6.4 The Institution warrants to the Company that it shall process the Personal Data in accordance with the Act.
Third Party Providers
The Institution acknowledges that the Site and/or Portal may enable or assist it and/or the Authorised User to access the website content of, correspond with, or purchase products and services from, third parties via third-party websites and that it and any Authorised User does so solely at the Institution’s own risk. The Company makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Institution and/or the Authorised User, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Institution and/or the Authorised User and the relevant third party, and not the Company. The Company recommends that the Institution (and shall procure that any Authorised User) refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. The Company does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Site and/or Portal.
Charges and Payment
8.1 The Institution shall pay the Subscription Fees to the Company for the Package in accordance with this clause 8.
8.2 The Institution shall provide to the Company valid, up-to-date and complete credit card details and any other relevant valid, up-to-date and complete contact and billing details required by the Company to enable it to collect from the Institution:
8.2.1 the Subscription Fees payable in respect of the Initial Subscription Term; and
8.2.2 subject to clause 12.1, prior to each Renewal Period, the Subscription Fees payable, from time to time, in respect of each Renewal Period;
provided always that the Company may agree in writing at the Company’s sole discretion (whether pursuant to the Acceptance Confirmation or otherwise), that the Institution may provide to the Company approved purchase order information in such form as is acceptable to the Company and the Company shall invoice the Institution:
8.2.3 the Subscription Fees payable in respect of the Initial Subscription Term; and
8.2.4 subject to clause 12.1, for the Subscription Fees payable in respect of each of the Renewal Periods, at least 30 days prior to any such Renewal Period;
and the Institution shall pay each invoice within 30 days after the date of such invoice.
8.3 If the Company has not received any payment on the due date of any invoice, and without prejudice to any other rights and remedies of the Company:
8.3.1 the Company may, without liability to the Institution, disable the Institution’s access to all or part of the Portal and the Company shall be under no obligation to provide any or all of the Portal while the invoice(s) concerned remain unpaid; and
8.3.2 interest shall accrue on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
8.4 All amounts and fees stated or referred to in these Terms and Conditions:
8.4.1 shall be payable in pounds sterling;
8.4.2 are non-cancellable and non-refundable unless otherwise agreed in writing by the Company;
8.4.3 are exclusive of value added tax, which shall be added to the Company’s invoice(s) at the appropriate rate.
8.5 The Company shall be entitled to increase the Subscription Fees at the start of each Renewal Period upon 30 days’ prior notice to the Institution and the Acceptance Confirmation shall be deemed to have been amended accordingly.
Proprietary Rights
9.1 The Institution acknowledges and agrees that the Company and/or its licensors own all Intellectual Property Rights in the Site and/or the Portal. Except as expressly stated herein, these Terms and Conditions do not grant the Institution ownership of any such Intellectual Property Rights, or any other rights or licences in respect of the Site and/or Portal or the Intellectual Property Rights in either of them.
9.2 Notwithstanding clause 9.1, the Institution and/or the Authorised User as the case may be shall retain any Intellectual Property Rights in any Contribution provided by the Institution and/or any Authorised User and the Institution shall grant, or procure that each and any Authorised User shall grant, to the Company a royalty free, transferable, licence in perpetuity to use the Contribution to enable it to carry out its obligations under the Agreement.
Indemnity
The Institution shall defend, indemnify, keep indemnified and hold harmless the Company against any and all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and legal fees) arising out of or in connection with:
10.1 the Institution’s or any Authorised User’s use of the Site and/or Portal;
10.2 any breach of these Terms and Conditions by the Institution or any Authorised User (including but not limited to any breach of clause 4.4 of these Terms and Conditions);
10.3 any breach by the Institution or any Authorised User of any applicable laws and regulations in respect to the Institution’s use of, and access to the Portal (including but not limited to the Act); and
10.4 any failure by the Authorised User to comply with the User Terms.
Limitation of Liability
11.1 Subject to the provisions of clause 11.3, this clause 11 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Institution in respect of:
11.1.1 any breach of the Agreement;
11.1.2 any use by the Institution and/or Authorised Users of the Site and/or Portal, or any part of them; and
11.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
11.2 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms and Conditions and any Agreement.
11.3 Nothing in these Terms and Conditions shall limit or exclude the liability of the Company:
11.3.1 for death or personal injury caused by the Company’s negligence; or
11.3.2 for fraud or fraudulent misrepresentation
or for any other liability for which it would be unlawful for the Company to limit or exclude such liability.
11.4 Subject to clause 11.2 and clause 11.3:
11.4.1 the Company shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any:
11.4.1.1 loss of profit;
11.4.1.2 loss of goodwill;
11.4.1.3 loss of business;
11.4.1.4 loss of business opportunity;
11.4.1.5 loss of anticipated saving;
11.4.1.6 loss or corruption of data or information; or
11.4.1.7 special, indirect or consequential damage.
suffered by the Institution that arises under or in connection with the
Agreement; and
11.4.2 the Company’s 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 the Agreement shall be limited to the total Subscription Fees paid for the Package during the 12 months immediately preceding the date on which the claim arose.
Term and Termination
12.1 The Agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for each subsequent Renewal Period, unless:
12.1.1 either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case the Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period (as the case may be); or
12.1.2 otherwise terminated in accordance with the provisions of these Terms and Conditions.
12.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement without liability to the other if the other party commits a material breach of any of these Terms and Conditions and (if such a breach is remediable) fails to remedy that breach within seven (7) Business Days of that party being notified in writing of the breach.
12.3 On termination of the Agreement for any reason:
12.3.1 all rights granted under these Terms and Conditions shall immediately terminate;
12.3.2 the Institution shall return to the Company, and make no further use of, any Documentation;
12.3.3 the Company may destroy or otherwise dispose of any of the Institution Data in its possession unless the Company receives, no later than seven (7) Business Days after the date of the termination of the Agreement, a written request for the delivery to the Institution of the then most recent back-up of the Institution Data. The Company shall use reasonable commercial endeavours to deliver the back-up to the Institution within 45 days of its receipt of such a written request; provided always that the Institution has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Institution shall pay all expenses incurred by the Company in returning or disposing of Institution Data; and
12.3.4 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, shall not be affected or prejudiced.
Force Majeure
The Company shall have no liability to the Institution under these Terms and Conditions if it is prevented from or delayed in performing its obligations under these Terms and Conditions, 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 Company or any other party), failure of a utility service or transport or telecommunications network, Virus, 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, provided that the Institution is notified of such an event and its expected duration (if possible).
Waiver
1.1 A waiver of any right under these Terms and Conditions is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
1.2 Unless specifically provided otherwise, rights arising under these Terms and Conditions are cumulative and do not exclude rights provided by law.
Severance
15.1 If any provision (or part of a provision) of these Terms and Conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
15.2 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.
Entire Agreement
16.1 The Agreement and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
16.2 Each of the parties acknowledges and agrees that in entering into the Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Agreement or not) relating to the use and/or access to the Site and/or the Portal, other than as expressly set out in these Terms and Conditions.
Assignment
17.1 The Institution shall not, without the prior written consent of the Company, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions.
17.2 The Company may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions.
No Partnership or Agency
Nothing in these Terms and Conditions is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Third Party Rights
These Terms and Conditions do not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Notices
20.1 Any notice required to be given under these Terms and Conditions shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at:
20.1.1 in the case of the Institution the address set out on the Acceptance Confirmation; and
20.1.2 in the case of the Company its registered office address.
20.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
Variation
The Company may vary these Terms and Conditions from time to time and post the new versions on the Site, following which all use of the Site will be governed by that version of the terms and conditions.
Governing Law and Jurisdiction
22.1 The Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
22.2 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 the Agreement or its subject matter or formation (including non-contractual disputes or claims).
