CRICK SOFTWARE LIMITED

TERMS AND CONDITIONS OF THE LEARNINGGRIDS SERVICES AND WEBSITE

1.Definitions

“Account(s)” shall be a LearningGrids account held by any User. Access to the account shall be controlled by a login and password known to the User. The account shall provide the User with access to the Services.

“Agreement” shall mean the agreement between the Parties set out in these Terms and Conditions.

“Educational Support Service” means a Local Education Authority or School District service working across a number of schools which provides its Students with Accounts.

Managed Student(s)” shall mean a Student for whose Account a particular Teacher is responsible.

“Part(y)(ies)” shall mean a Site Manager and/or a Teacher and Crick Software Limited as appropriate.

“Organization” shall mean the school, college or (where agreed with Crick Software Limited) the Educational Support Service at which the Site Manager and/or Teacher whom is subject to this Agreement is employed.

“Organization Account” shall mean an Account providing shared storage space for Teachers which is specific to a particular Organization.

“Services” shall mean the services detailed in clause 2.2 of this Agreement.

“Site” shall be the LearningGrids Website.

“Site Manager” shall be the designated person in charge of the provision of the Services within the Organization.

“Student(s)” shall mean a User appropriately registered as studying at a school or college or where appropriate a User registered as supported by an Educational Support Service.

“Teacher(s)” shall be a teacher, tutor or lecturer employed in this role within the Organization.

“Terms and Conditions” shall be this document.

“Third Party User(s)” shall be holders of LearningGrids accounts at organizations other than that at which the Site Manager or Teacher is employed.

“User(s)” shall be the holder of any Account at  the Organization including the Organization itself the Site Manager (the) Teacher(s) and (the) Student(s).

2.Introduction

2.1
This Site is operated by Crick Software Limited a company registered in England under registration number 03263172 whose registered office is at Crick House, Boarden Close, Moulton Park, Northampton NN3 6LF.  Crick Software Limited is referred to in these Terms and Conditions as “we” and “us”.    

2.2
This Site offers services that provide the ability to view share upload copy and store electronic

files of various formats for educational purposes (for the avoidance of doubt this shall include where appropriate providing access to Accounts and Organization Accounts) and allowing Teachers to be able to set work online and for Students to be able to complete the work online (the “Services”). These Terms and Conditions are a legal document which sets out the Site Manager’s and Teachers’ rights and obligations and those of us in relation to this Site and the Services provided by us through it.  The Site Manager and Teachers must take the time to read and understand these Terms and Conditions before registering for the Services.  By registering the Site Manager and Teachers accept that they are entering into an Agreement with us on the basis of these Terms and Conditions and that they shall be personally liable for breaches of these Terms and Conditions.

2.3
By registering Teachers also accept responsibility for the actions of their Managed Students and the Teachers shall enforce these Terms and Conditions in respect of their Managed Students and they shall promptly notify us of any breaches of these Terms and Conditions.

2.4
The Site Manager and Teachers should be aware that these Terms and Conditions may change from time to time in accordance with clause 18 below.

3.Registration

3.1
Teachers and the Site Manager must be over the age of 18.

3.2
When setting up Accounts the Site Manager must provide true and accurate registration details and they must ensure that this information is accurate at all times.

3.3
The Site Manager and Teachers must provide a valid e-mail address and we will use this to communicate with them.

3.4
The Site Manager and Teachers must each provide a user name and password on completion of the registration of their Account.

3.5
Users must keep their own user name and password confidential and the user name and password of any additional Accounts to which they have access. Teachers shall take all reasonable steps to ensure that their Managed Students keep their own user name and password confidential.

3.6
Users shall only utilise the Services using their own user name and password and shall not permit any other person to use their user name or password and where appropriate the passcode of the Organization Account, whether directly or indirectly and Teachers shall ensure that their Managed Students adopt the same policy.

3.7
The Site Manager and Teachers shall not permit any person to use the passcode of the Organization Account who is not a Teacher or the Site Manager at the Organization.

3.8
The Site Manager shall not register an Account for anyone who is not a Teacher or Student at the relevant Organization.

3.8.1
The Site Manager shall immediately close Accounts of any Users who are no longer Teachers or Students at the relevant Organization.

3.9
Teachers must notify us immediately of any unauthorised use of their or their Managed Students’ user name and password or if they or one of their Managed Students believe such user names or passwords are no longer confidential.

3.10
The Site Manager must notify us immediately of any unauthorised use of their personal user name and password or the passcode of the Organization Account or if they believe the user name, password or passcode are no longer confidential.

3.11
We reserve the right to change Users’ user names and passwords and the passcodes of Organization Accounts if we believe they are no longer secure.

4.Prohibitions

4.1
The Site Manager and Teachers are solely responsible for all electronic files (and the materials contained therein) that they view copy share upload or store using the Services and Teachers are additionally responsible for all electronic files (and the materials contained therein) that their Managed Students view copy share upload or store using the Services.

4.2
The Site Manager and Teachers are responsible for their own and in the case of Teachers their Managed Students’ adherence to the following prohibitions:

4.2.1
Users must have the legal right to copy and display every part of each electronic file that they copy upload share copy or store. This includes each and every image sound or video contained within the electronic files

4.2.2
Images that are made available through websites magazines books or other resources are protected by copyright and are strictly prohibited from being uploaded shared copied or stored using the Services and failure to comply with this clause 4.2.2 shall constitute a breach of these Terms and Conditions and an infringement of such third party owner’s intellectual property or other rights

4.2.3
The Services shall not be used:

4.2.3.1
to view copy store share upload or otherwise transmit any material that is obscene, offensive, false, misleading, blasphemous, pornographic, unlawful, threatening, menacing, abusive, discriminatory, unreliable, harmful, defamatory, libellous, indecent, fraudulent, vulgar, illegal, an invasion of privacy or publicity rights or otherwise reasonably objectionable;

4.2.3.2
to copy store share upload or otherwise transmit any material that you do not have any legal right to copy store share upload or transmit or which infringes any copyright trade mark patent or other intellectual property right or any moral right of any third party;

4.2.3.3
to view copy store share upload or otherwise transmit any material which is likely to cause harm to us or our computer systems or any third party’s computer systems including but not limited to that which contains any virus macro virus trojan horse code worm data or other electronic file(s) or program(s) designed to damage interrupt disrupt or interfere with the normal operation of this Site and the Services or allow unauthorised access to the Services or the Site;

4.2.3.4
for any unlawful purposes whatsoever;

4.2.3.5
for any commercial purpose.

5.Liability and Obligations of the Site Manager and Teachers

5.1
The Site Manager shall be responsible for all actions undertaken on their own Account and the Organization Account.  The Teachers shall be responsible for all actions undertaken on their own Account and the Accounts of any of their Managed Students and by using the Site and the Services the Site Manager and Teachers agree to accept such risks.

5.2
In the event of a breach of these Terms and Conditions by any User coming to the attention of the Site Manager or a Teacher, that Site Manager or Teacher must immediately notify us of that breach by contacting us at support@cricksoft.com or such other email address as we shall notify to the Site Manager and Teachers from time to time. The Site Manager or Teacher must provide us with sufficient details of the nature of the alleged breach of these Terms and Conditions and the identity of the User concerned to enable us to take action if we so decide.

5.3
The Teachers are responsible for monitoring the Accounts of their Managed Students to ensure that these Terms and Conditions are not breached.

6.Copyright

6.1
WriteOnline, Clicker,ClozePro, Wordbar and Jigworks files are designed for use with our products and must not be copied for any other use without the author's prior written permission.

6.2
Other than as provided in clause 6.1 above all Services and materials contained in this Site remain the intellectual property of the author who is identified with each resource title.

7.Trademarks

7.1
All brand products and service names used in the Services and/or the Site which identify LearningGrids, us and our products or third parties and their products are the proprietary marks of us and/or the relevant third parties. Nothing in this Site or the Services shall be deemed to confer on any person any licence or right with respect to any such image logo or name.

8.Intellectual Property Rights

8.1
We do not claim ownership rights in any work contained in  Accounts or Organization Accounts.

8.2
For the sole purpose of enabling us to display electronic files which Users contribute to the public LearningGrids site through the Services you grant to us a non-exclusive royalty-free perpetual irrevocable licence to use copy distribute and display those electronic files for other Users and Third Party Users of the Services and this Site.

9.Infringements of Intellectual Property Rights

9.1
If a User believes the intellectual property rights in their own work have been infringed through this Site or the Services or their Managed Students contact them to express this concern then they must contact us immediately at support@cricksoft.com or such other email address as we shall notify to the Site Manager or Teachers from time to time.  We must be provided with the following information which we may then forward to the alleged infringer at our absolute discretion:

9.1.1
details sufficient to identify the material on this Site which the Site Manager or Teacher believes infringes their own work or a Managed Student’s work;

9.1.2
confirmation that the Site Manager or Teacher has a reasonable belief that the disputed use is not authorised by themselves or where appropriate a Managed Student as the intellectual property owner their agent or the law;

9.1.3
confirmation that the information the Site Manager or Teacher has provided to us is accurate as far as they can be reasonably certain and that they or a Managed Student are the owner of the intellectual property rights involved or that they are authorised to act on behalf of that third party owner;

9.1.4
the Site Manager’s or Teacher’s address, telephone number, email address and signature.

9.2
Upon receiving the Site Manager’s or Teacher’s complaint we shall at our absolute discretion remove any content specified in clause 9.1.1 above.  We may also at our absolute discretion terminate the Account of any User or the account of any Third Party User who is responsible for the infringing work being part of the Service and/or Site.

10.Suspension and Termination

10.1
We reserve the right at any time and at our absolute discretion to:-

10.1.1
refuse to accept a registration application to become a User of the Services

10.1.2
move or suspend any part of the Services or Site;

10.1.3
terminate an Account and delete any content stored in that Account if these Terms and Conditions are not complied with or if we are required to do so by a competent regulatory authority; or

10.1.4
to suspend an Account.

10.2
Any User whose Account has been suspended or terminated must not re-register for or re-access the Services and/or Site without our prior written consent.

11.Availability

11.1
Notwithstanding that we shall use our reasonable endeavours to ensure that the Services and the Site are available 24 hours a day 7 days a week there will be occasions when the Services or the Site will be interrupted for maintenance upgrades or emergency repairs or due to failure of telecommunications links or equipment that are beyond our reasonable control.  Every reasonable step will be taken by us to minimise such disruption where it is within our reasonable control to do so.

11.2
We shall not be liable to any User for any interruption suspension modification or discontinuance of the Services or this Site whatsoever.

12.Additional Services

12.1
We may offer new or additional services through this Site from time to time.  A User’s use of those new or additional services shall be subject to these Terms and Conditions and any supplementary terms and conditions or rules of use which we may post on this Site from time to time and with which you must comply.

12.2
Any failure to comply with such supplementary terms and conditions or rules of use shall constitute a breach of these Terms and Conditions.

13.Provision of Services

13.1
We reserve the right to charge a fee for the Services and/or access to the Site.

13.2
If an Account becomes inactive for a period of 24 months we reserve the right to terminate access to the Account altogether (including deletion of all electronic files contained therein or any Account information held by us) at our absolute discretion.

14.Disclaimer of Warranty

14.1
We warrant that the Services will be provided with professional and reasonable skill and care.

14.2
The warranties set out in this clause 14 are in place of all other express or implied warranties of satisfactory quality and fitness for a particular purpose as far as is legally possible.  We do not warrant that the Services will meet your requirements or that the Services and/or Site will work effectively or in deed at all in conjunction with your computer hardware or software nor that the Services and/or Site will be uninterrupted or error free.  No oral or written communications by or on our behalf shall create a warranty or in any way increase the scope of the warranties given by us.

15.Limitation of Liability

15.1
We do not control the information provided to the Services or the Site or the content of the Account of any User or the Account of any Third Party User of the Services or the Site and we do not have any obligation to monitor such content for any purpose.

15.2
We will only be liable to a User for loss of or corruption of any files that we are storing or transmitting (howsoever) for a User if that loss or damage is caused by our acknowledged failure to use reasonable skill and care in providing the Services. In each such case our whole liability to you will be strictly limited to an amount equal to any fees paid by the User or on behalf of the User in relation to the storage or transmission of files which have been lost or damaged.

15.3
Except as provided in clause 15.2 above we shall in no circumstances whatsoever be liable to the User in respect of any loss or damage at all or any loss of business capital profit anticipated savings reputation or goodwill suffered by the User and whether direct indirect consequential or however else arising out of or in connection with the Agreement or its subject matter except that nothing in these Terms and Conditions shall exclude or limit either Party’s liability for fraud or fraudulent misrepresentation on the part of such Party or personal injury or death caused by the negligence of such Party or any warranty as to title or quiet possession implied by statute.

15.4
We shall not be liable for misuse of the Site or the Services by any User.

16.Indemnity

16.1
The Site Manager or Teacher agrees to indemnify us against all liabilities claims and expenses that may arise from any breach of these Terms and Conditions by them or where applicable a Managed Student or through a machine on which they or where applicable a Managed Student accesses this Site and the Services.

17.Assignment

17.1
We reserve the right to assign this Agreement and to assign or subcontract any or all of our rights and obligations under this Agreement.  The Site Manager or Teacher may not without our written consent assign or dispose of this Agreement.

18.Amendment of these Terms and Conditions

18.1
We reserve the right to amend these Terms and Conditions at any time and will post the new version on this Site at which time it shall take immediate effect.  We shall notify the Site Manager and Teachers of any material changes to these Terms and Conditions by e-mail sent to the address which they have provided to us in accordance with clause 3.3.  If the Site Manager or Teachers continue to use the Services once they have been notified of the changes to these Terms and Conditions the Site Manager and Teachers will be deemed to have accepted those changes in their entirety and the new version will govern this Site and the Services and the relationship between us and the Site Manager and Teachers.

19.General

19.1
These Terms and Conditions and any updates posted on the Site in accordance with clause 18.1 above set out the entire agreement and understanding between the Parties in connection with its subject matter.  In particular the Site Manager and Teachers acknowledge that these Terms and Conditions supersede any previous terms and conditions and or agreement(s) between the Parties and the Site Manager and Teachers acknowledge and agree that they have not entered into this Agreement in reliance upon any representations agreement statements replies to specific enquires made or alleged to have been made by us at any time PROVIDED that nothing in these Terms and Conditions shall affect the liability of either Party in respect of any misrepresentation warranty or condition that it makes fraudulently.

19.2
These Terms and Conditions may not be amended modified varied or supplemented by the Site Manager or Teachers except with our written agreement, which shall be signed by or on behalf of both Parties.

19.3
Failure by either Party to exercise or enforce any rights or the giving of any forbearance delay or indulgence will not be construed as a waiver of its rights under these Terms and Conditions or otherwise.

19.4
If any part of these Terms and Conditions shall be found to be unlawful it shall be severed from these Terms and Conditions and shall not affect the validity or enforceability of the remainder of these Terms and Conditions.

19.5
Neither Party shall be liable to the other for any delay in or failure of the performance of its obligations under this Agreement arising from any cause beyond its reasonable control and will be entitled to a reasonable time extension for performance.  If this lasts for more than three months this Agreement may be terminated by either Party without compensation.

19.6
Each Party shall ensure that in the performance of its obligations under this Agreement it will at all times comply with the Data Protection Act 1998; the Site Manager shall be responsible for their own, the Teachers’ and the Organization’s compliance with the Data Protection Act 1998.

19.7
The provisions of these Terms and Conditions insofar as they have not been performed at or are capable of taking effect after shall remain in full force and effect notwithstanding termination and shall not merge on termination.

19.8
Notices under these Terms and Conditions shall be in writing and delivered personally or sent by first class pre-paid recorded delivery to the other Party's registered office or principal trading address (except where stated otherwise).  Notices sent in accordance with this clause 19.8 shall be deemed to be delivered 48 hours (excluding Saturdays, Sundays and public holidays) after posting.

19.9
Nothing in these Terms and Conditions shall confer on any third party any right or benefit under the provisions of the Contracts (Rights of Third Parties) Act 1999.

19.10
This Agreement shall be interpreted and operated in accordance with the Law of England and the Parties submit themselves to the exclusive jurisdiction of the English Courts.

Version 3    01.04.08