School Terms and Conditions

EZY EDTECH LIMITED
SCHOOL TERMS AND CONDITIONS

 

1              Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1          Definitions

"Access Page "	means the area on the Website accessible by the Authorised Representative;
"Authorised Representative "	means the individual appointed by the School to administer the Products;
"Business Day "	a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;
"Commencement Date "	has the meaning given in clause 2.2;
"Conditions "	these terms and conditions as amended from time to time in accordance with clause 15.5;
"Contract "	the contract between Ezy EdTech and the School for the supply of the Products in accordance with these Conditions;
"Control "	shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly;
" Ezy EdTech "	means Ezy EdTech Limited a company registered in England and Wales with company number 160707229;
"Fee "	the fee payable by the School for the supply of the Product in accordance with clause 7 (Fee and payment);
"Intellectual Property Rights "	patents, utility models rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
"Nominated Student "	a current student of the School who has been nominated by the School to have access to the Product;
"Order "	the School’s order for the Products as set out in the School’s purchase order form, the School’s written acceptance of a quotation by Ezy EdTech, or overleaf, as the case may be;
"Products "	means the services provided by Ezy EdTech and made available to the School and Nominated Students;
"School "	the education establishment who wishes to purchase the Products from Ezy EdTech;
"Specification "	the description or specification of the Products available on the Website;
"Student Data "	means data which will include their name, username and email address;
"Website "	means the Website at www.ezyeducation.co.uk operated by Ezy EdTech.

 

1.2          Interpretation

1.2.1      A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

1.2.2      Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.2.3      A reference to writing or written includes fax and email.

2              Basis of contract

2.1          The Order constitutes an offer by the School to purchase the Product(s) in accordance with these Conditions.

2.2          The Order shall only be deemed to be accepted when Ezy EdTech issues written acceptance of the Order at which point and on which date the Contract shall come into existence ("Commencement Date") and shall continue in accordance with clause 13.

2.3          Upon receipt of the confirmation email from Ezy EdTech the Authorised Representative will have access to the relevant Product(s) and the Access Page.

2.4          Any samples, drawings, descriptive matter or advertising issued by Ezy EdTech, and any descriptions or illustrations contained in Ezy EdTech’s catalogues or brochures or Website, are issued or published for the sole purpose of giving an approximate idea of the Product(s) described in them. They shall not form part of the Contract or have any contractual force.

2.5          These Conditions apply to the Contract to the exclusion of any other terms that the School seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3              Supply of Products

3.1          Ezy EdTech shall supply the Product(s) to the School in accordance with the Specification in all material respects.

3.2          Ezy EdTech reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Product(s) and Ezy EdTech shall notify the School in any such event.

3.3          Ezy EdTech warrants to the School that the Product(s) will be provided using reasonable care and skill.

4              Product detail and access

4.1          Except as set out in the Specification, no additional materials and/or tuition will be provided by Ezy EdTech.

4.2          The School will from time to time determine the Nominated Students.  The Nominated Students will receive an email with their login details and system generated password when they subscribe to use the Product(s). The Nominated Students will be required to change their password on their first visit to the Website and their use will be subject to the Website Terms of Use, Privacy and Cookies Policy and the Acceptable Use Policy ("Registration "). Following Registration the Nominated Students will be provided access to the Product(s).

4.3          The Product(s) may only be accessed by the Authorised Representative and the Nominated Students. Neither the School, the Authorised Representative nor the Nominated Students may transfer their rights to any other person or provide access to the Product(s) to any other person. The School will be responsible for any breach of this provision by the Authorised Representative or Nominated Students and will indemnify and hold harmless Ezy EdTech for any loss or damage incurred by Ezy EdTech in connection with such breach.

4.4          The Authorised Representative will have access to the Access Page which will include the ability to review the records of activity for each Nominated Student.  The system will provide the Authorised Representative with options to download data detailing activity. It is the responsibility of the Authorised Representative to advise the Nominated Students that they have access to records of activity.

4.5          The School acknowledges and will notify the Authorised Representative and the Nominated Students that charges may be incurred depending on their internet service providers when accessing and/or downloading the Product(s).

5              School’s obligations

5.1          The School shall:

5.1.1      ensure that the terms of the Order are complete and accurate;

5.1.2      co-operate with Ezy EdTech in all matters relating to the supply of the Product(s);

5.1.3      provide Ezy EdTech with such information and materials as Ezy EdTech may reasonably require in order to supply the Product(s), and ensure that such information is complete and accurate in all material respects;

5.1.4      obtain and maintain all necessary licences, permissions and consents which may be required for the Product(s) before the date on which the Product(s) are to start;

5.2          If Ezy EdTech’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the School or failure by the School to perform any relevant obligation ("School Default"):

5.2.1      without limiting or affecting any other right or remedy available to it, Ezy EdTech shall have the right to suspend performance of the Product until the School remedies the School Default, and to rely on the School Default to relieve it from the performance of any of its obligations in each case to the extent the School Default prevents or delays Ezy EdTech’s performance of any of its obligations;

5.2.2      Ezy EdTech shall not be liable for any costs or losses sustained or incurred by the School arising directly or indirectly from Ezy EdTech’s failure or delay to perform any of its obligations as set out in this clause 5.2; and

5.2.3      the School shall reimburse Ezy EdTech on written demand for any costs or losses sustained or incurred by Ezy EdTech arising directly or indirectly from the School Default.

6              Authorised Representative

6.1          The School may change the Authorised Representative from time to time upon notice to Ezy EdTech.

6.2          The School will ensure that the Authorised Representative is an employee of the School and will notify Ezy EdTech immediately if the Authorised Representative leaves the employment of the School.

6.3          The School shall nominate and provide the name and email address of the individual they wish to appoint to be the Authorised Representative to administer the Product(s) on behalf of the School.

7              Fees and payment

7.1          Ezy EdTech reserves the right to increase the Fees on an annual basis with effect from each anniversary of the Commencement Date.

7.2          Ezy EdTech will provide the School with details of any changes in the Fees six months prior to the implementation of such changes.

7.3          Ezy EdTech shall invoice the School annually.

7.4          The School shall pay each invoice submitted by Ezy EdTech:

7.4.1      within 30 days of the date of the invoice or in accordance with any credit terms agreed by Ezy EdTech and confirmed in writing to the School; and

7.4.2      in full and in cleared funds to a bank account nominated in writing by Ezy EdTech, and

time for payment shall be of the essence of the Contract.

7.5          All amounts payable by the School under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time ("VAT"). Where any taxable supply for VAT purposes is made under the Contract by Ezy EdTech to the School, the School shall, on receipt of a valid VAT invoice from Ezy EdTech, pay to Ezy EdTech such additional amounts in respect of VAT as are chargeable on the supply of the Product(s) at the same time as payment is due for the supply of the Product(s).

7.6          If the School fails to make a payment due to Ezy EdTech under the Contract by the due date, then, without limiting Ezy EdTech’s remedies under clause 13, the School shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

7.7          All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7.8          The provision of the Product(s) and access to the Website for the Authorised Representative and the Nominated Students is subject to Ezy EdTech receiving cleared funds from the School.

8              Intellectual property rights

8.1          All Intellectual Property Rights in or arising out of or in connection with the Product(s) shall be owned by Ezy EdTech.

8.2          Ezy EdTech remain the owner of the intellectual property in the Product(s).  No element of the Product(s) may be reproduced, stored or transmitted in any way or by any means without the prior written permission of Ezy EdTech.

8.3          In consideration of the Fee, Ezy EdTech grants to the Authorised Representative and the Nominated Students a non-exclusive, non-transferrable licence to use the Product(s) subject to the Nominated Students subscribing to the Website.

8.4          Save as expressly set out in these Conditions, the School will ensure neither that the Authorised Representative nor the Nominated Students may modify, copy, reproduce, republish, sub-licence, sell, upload, transmit, make available or distribute in any way any part of the Product(s) and will indemnify and hold harmless Ezy EdTech for any loss or damage incurred by Ezy EdTech in connection with any such breach.

9              System requirements

9.1          It is the School’s responsibility to check that the computers to be used by the Nominated Students are compatible with the minimum specification requirements that relates to the Product(s).  The School acknowledges and accepts that Ezy EdTech cannot be held responsible for any technical problems encountered by the School or any Nominated Student following the purchase of the Product(s).

9.2           The minimum system requirements are:

9.2.1      broadband connection, minimum download 1mb, upload 500kb;

9.2.2      brower, firefox V19+, Google Chrome V25+, IE V10+;

9.2.3      Windows XP / 7, MacOS V9+.

10           Service support

10.1        If any Nominated Student or the Authorised Representative have any issues or problems with the Website or the Product(s) they will need to complete a contact form on the Website outlining the problems.

10.2        Ezy EdTech will endeavour to respond to any query within 48 hours of receipt of the email.  The School acknowledges that at busy times the response times of Ezy EdTech may be longer but if no response is received within 48 hours that they should resend the email.

11           Data protection and data processing

11.1        The School and Ezy EdTech acknowledge that for the purposes of the Data Protection Act 1998, the General Data Protection Regulations and any other subsequent legislation (“the Legislation”) the School is the data controller and Ezy EdTech is the data processor in respect of any Student Data.

11.2        Ezy EdTech shall process the Student Data only for the purposing of providing the Product(s) to the Nominated Students and shall not process the Personal Data for any purposes other than those expressly authorised by the School or set out in its Privacy and Cookies Policy and with the consent of the Nominated Student.

11.3        Each party warrants to the other that it will process the Student Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.

11.4        The School acknowledges that Ezy EdTech is reliant on the School for direction as to the extent to which Ezy EdTech is entitled to use and process the Student Data. Consequently, Ezy EdTech will not be liable for any claim brought by a student arising from any action or omission by Ezy EdTech, to the extent that such action or omission resulted directly from the School’s instructions. The School shall indemnify and hold Ezy EdTech harmless in relation to any such claims.

11.5        Ezy EdTech may authorise a third party ("subcontractor ") to process the Student Data provided that the subcontractor’s contract:

11.5.1    is on terms which are substantially the same as those set out in the Contract; and

11.5.2    terminates automatically on termination of the Contract for any reason.

12           Limitation of liability

12.1        Nothing in the Contract shall limit or exclude Ezy EdTech’s liability for:

12.1.1    death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

12.1.2    fraud or fraudulent misrepresentation;

12.1.3    arising in relation to the indemnity in clause 11.4 or

12.1.4    any other liability which cannot be limited or excluded by applicable law.

12.2        Subject to clause 12.1, Ezy EdTech shall not be liable to the School, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

12.2.1    loss of profits;

12.2.2    loss of anticipated savings;

12.2.3    loss of use or corruption of software, data or information;

12.2.4    loss of or damage to goodwill; and

12.2.5    any indirect or consequential loss.

12.3        Subject to clause 12.1, Ezy EdTech’s total liability to the School, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall in respect of all claims (corrected or incorrected in any consecutive 12 month period the equivalent of the Fees paid by the School in that period).

12.4        The terms implied by sections 3 to 5 of the Supply of Goods and Product Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

12.5        This clause 12 shall survive termination of the Contract.

13           Term and Termination

13.1        The Contract shall commence on the Commencement Date and shall continue until terminated in accordance with this clause.

13.2        Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 3 months’ written notice.

13.3        Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

13.3.1    the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;

13.3.2    the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

13.3.3    the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

13.3.4    the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

13.4        Without affecting any other right or remedy available to it, Ezy EdTech may terminate the Contract with immediate effect by giving written notice to the School if the School fails to pay any amount due under the Contract on the due date for payment.

13.5        Without affecting any other right or remedy available to it, Ezy EdTech may suspend the supply of Product(s) under the Contract or any other contract between the School and Ezy EdTech if the School fails to pay any amount due under the Contract on the due date for payment, the School becomes subject to any of the events listed in clause 13.3.2 to clause 13.3.4, or Ezy EdTech reasonably believes that the School is about to become subject to any of them.

14           Consequences of termination

14.1        On termination of the Contract:

14.1.1    the School shall immediately pay to Ezy EdTech all of Ezy EdTech’s outstanding unpaid invoices and interest and, in respect of Product supplied but for which no invoice has been submitted, Ezy EdTech shall submit an invoice, which shall be payable by the School immediately on receipt;

14.1.2    the access to the Website shall be withdrawn immediately upon termination.

14.2        Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

14.3        Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

15           General

15.1        Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

15.2        Assignment and other dealings

15.2.1    Ezy EdTech may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

15.2.2    The School shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Ezy EdTech.

15.3        Confidentiality

15.3.1    Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, Schools, clients or suppliers of the other party, except as permitted by clause 15.3.2.

15.3.2    Each party may disclose the other party’s confidential information:

(a)           to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 15.3; and

(b)           as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15.3.3    Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

15.4        Entire agreement

15.4.1    The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

15.4.2    Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

15.4.3    Nothing in this clause shall limit or exclude any liability for fraud.

15.5        Variation

Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

15.6        Waiver

A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

15.7        Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

15.8        Notices

15.8.1    Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number or sent by email to the address specified by the policies from time to time.

15.8.2    Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or, if sent by fax or email, at 9.00 am on the next Business Day after transmission.

15.8.3    This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

15.9        Third party rights

15.9.1    Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

15.9.2    The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

15.10     Governing law

The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

15.11     Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.