ReelLearning Limited (referred to as “the Company” “we”, “us” or “our” incorporated and registered in England with company number 07604825 whose registered office is c/o RSM Tenon, Charterhouse, Legge Street, Birmingham, B4 7EU.) is the seller and/or supplier of the Service available for sale on our website (the “Website”).
The terms “you” and “your”, refer to you as the Customer (or as the case may be, an individual person who has authority to enter into a contract with us on your behalf the “Nominee”). For the avoidance of doubt, only a Customer who is an education institution (the “Organisation”) or its Nominee can purchase the Service from this Website. We do not sell and/or supply our Service to consumers.
As a Customer and user of this Website you acknowledge that any use of this Website including any transactions you make (“use/using”), or any contract that you make with us, is subject to these Terms and Conditions below (which includes any other important hyper-linked sections e.g. [Terms of Website Use and Acceptable Use Policy]).
Use of this Website constitutes your acceptance of these Terms and Conditions which take effect on the date which you first use this Website. We reserve the right to change these Terms and Conditions at any time by posting changes online.
You are responsible for reviewing regularly information posted on this Website to obtain timely notice of such changes. Your continued use of this Website after changes are posted constitutes your acceptance of this agreement as modified by the posted changes.
You and we (each a “Party” and together the “Parties”) agree to comply with these Terms and Conditions.
1.1 In these Terms and Conditions the following expressions will have the following meanings unless inconsistent with the context:
|Admin User means:||
|Admin User Account means:||the account allocated to the Admin User, after accessing the Service for the first time by application of the Licence Key.|
|Commencement Date means:||the date on which the Company issues the first Licence Key to the Customer via the Admin User.|
|Hosted Content means:
|all text, information, data, software, executable code, images, audio or video material which subject to the Licence in clause 5, is accessible to the Customer via the Website.|
|Licence means:||the licence as set out in clause 5.|
|Licence Fee means:||the fee set out on the Order Pro Forma, payable by the Customer for the Admin User Account and each Named User Account for the Minimum Term.|
|Licence Key means:||means provision to the Admin User by the Company of a URL link, a username and password (by email) to be entered by the Admin User to access the Service for the first time.|
|Minimum Term means:||the duration of the Licence starting on the Commencement Date and subject to clause 12.2 lasting for the period as set out in the Order Pro Forma (be it for six or twelve months).|
|Named Users means:||
|Named User Accounts means:||the designated number of accounts set up/created by the Admin User for use by the Named Users.|
|Order Pro Forma means:||means any order that the Customer and/or Nominee has placed with the Company for use of the Service and in the Company’s prescribed format, be it hardcopy or online format.|
|Payment Date means:||within 30 days of the date of the invoice issued by the Company for payment of the Licence Fee by the Customer.|
|Service means:||use of the Hosted Content made available by the Company on the Website hosted by the Company.|
2. Formation of the contract
2.1 If you are a Nominee submitting an Order Pro Forma to the Company and on behalf of your Organisation, you warrant and represent that you are legally capable of entering into binding contracts with the Company, and that you are at least 18 years old.
2.2 Any prices stated on the Company’s Website or quotations provided by the Company for use of the Service are subject to withdrawal at any time before the receipt of an unqualified Purchase Order number from you.
2.3 After the Nominee completes and submits to the Company the Purchase Order Number, by completing the online submission form to the Company via the Website), the Customer may receive an email acknowledgment from the Company. This does not mean that the Purchase Order has been accepted by the Company. Submission of the Purchase Order to the Company constitutes an offer to the Company to use the Service. All Purchase Orders are subject to acceptance by the Company.
2.4 Acceptance by the Company of the Customer’s Purchase Order will take place only when the Company sends to the Customer an email confirming receipt and acceptance of the Purchase Order (the “Service Order Confirmation”).
2.5 A contract (the “Contract”) will only be formed between the Company and the Customer or its Nominee when the Company sends to the Customer the “Service Order Confirmation”.
2.6 Upon receipt of the purchase order, the Company will raise an invoice and send the invoice to the Customer, requiring payment of the Licence Fee in accordance with clause 4.1.
2.7 A Contract shall at all times be governed by these Terms and Conditions.
3. Description and price of the service
3.1 The Service Order Confirmation sent to the Customer by the Company may set out a description and price of the Service, save in cases of obvious error.
3.2 The Company will use reasonable endeavours to ensure that all descriptions and prices of the Service advertised on the Website are as accurate as possible. On the rare occasion that there is an error, the Company will advise the Customer about it as soon as reasonably possible, and will offer the Customer the option of reconfirming and/or re-submitting the Purchase Order.
3.3 The Company reserves the right to alter all prices relating the Service, as advertised on the Website.
3.4 All prices relating to the Service are exclusive of VAT.
4.1 The Licence Fee is payable on the Payment Date.
4.2 All fees and other charges are payable together with any applicable VAT.
5.1 Within 5 days of receiving the Licence Fee, the Company will provide the Customer via the Admin User, with a Licence Key for the Minimum Term (and subject to clause 12.2) to enable the Admin User to access the Service and create and manage Named User Accounts, but subject always to the conditions set out below in clauses 5.2 to 5.5 (inclusive).
5.2 The Company grants to the Customer a non-exclusive, non-transferable, non-assignable licence for the Minimum Term to:
5.2.1 designate and authorise an Admin User to use the Licence Key in order to: access and use the Service and create subsequent Named User Accounts; and
5.2.2 to permit the Named Users to access and use the Service for educational purposely only.
5.3 The Customer must not and the Customer will procure that the Admin User and/or any of the Named Users will not:
5.3.1 download, reproduce, distribute, display, sell, reverse engineer, decompile, publish, broadcast or circulate links to the Hosted Content to any third party or other individual’s within the Customer’s Organisation, nor make the Hosted Content available on any electronic network (including without limitation the internet) for any such use; and/or
5.3.2 remove, conceal or alter any copyright notices contained in the Hosted Content or alter the Hosted Content.
5.4 The Customer must:
5.4.1 use its best endeavours to ensure that the Admin User and/or the Named Users are aware of, and comply with, all of the Terms and Conditions;
5.4.2 use its best endeavours to procure that the Admin User and the Named Users do not let any other people within or outside the Customer’s premises, use their user names or passwords (the “Security Information”) to access and use the Service and/or Hosted Content. The Customer agrees and acknowledges that the Security Information is personal to the Admin User and/or Named Users;
5.4.3 use its best endeavours to procure that if the Admin User and/Named Users cease their post with the Customer, then they will not take their Security Information with them on departure from their post;
5.4.4 use best endeavours to ensure that the Admin User and/or the Named Users comply with any additional restrictions notified by the Company to the Customer in respect of use of the Service;
5.4.5 provide the Company with reasonable assistance in complying with the Company’s legal obligations (particularly in respect of data protection laws);
5.4.6 provide adequate security and encryption to protect the security of the Hosted Content, when accessed by the Admin User and/or Named Users; and to ensure that all passwords and/or user names issued by the Company to the Customer are at all times kept secure.
5.4.7 use best endeavours to ensure that the Customer, the Admin User and/or the Named Users comply with the Company’s Acceptable Use Policy.
5.5 Except as to clauses 5.2.1 and 5.2.2, the Licence granted by the Company to the Customer is not sub-licensable.
6. Customer IT system recommendations
6.1 In order to reduce the potential for the Admin User and/or Named Users to experience difficulties when accessing and using the Service, the Company strongly recommends but does not oblige the Customer to:
6.2. have a strong broadband connection at the Customer’s premises and;
6.3. if the Customer has firewall software protection operating on its machines, then that firewall protection, should allow the possibility of video streaming.
7. Intellectual property rights
7.1 In this clause 7 “Intellectual Property Rights” means all copyright, know-how, trade secrets, design rights, database rights, related rights, trade marks, rights in computer software, 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.
7.2 All Intellectual Property Rights in the Hosted Content shall remain the property of the Company or the Company’s licensors. These Terms and Conditions do not transfer any ownership in the Company’s or its licensor’s Intellectual Property Rights to the Customer.
7.3 The Customer must ensure and procure that:
7.3.1 the Admin User and all Named Users are aware of the Company’s or its Licensor’s Intellectual Property Rights in the Hosted Content;
7.3.2 the Hosted Content is only be used for internal educational purposes;
7.3.3 the Admin User and/or Named Users do not endeavour to, or actually, make or retain a permanent copy of the Hosted Content; and
7.3.4 the Admin User and all Named Users promptly comply with the Company’s reasonable instructions from time to time concerning use of the Service and/or Hosted Content.
7.4 If any of the Hosted Content becomes, or in the Company’s opinion is likely to become, subject to an infringement claim the Company may at the Company’s option and expense (1) obtain the right for the Customer and the Customer’s Admin User and/or Named Users to continue using the Service; (2) modify or replace the Hosted Content to avoid the infringement claim; or (3) if in the Company’s opinion neither (1) nor (2) is commercially reasonable, terminate this Contract.
8.1 The Customer will keep all Proprietary Information (meaning information disclosed by the Company to the Customer which is not in the public domain and which has value by virtue of not being generally known, including without limitation all technical information, data, Website URLs, software and Licence Key(s)) secret and use it only to access and use the Service and shall not without the prior written consent of the Company or as otherwise permitted by the Contract and/or the Terms and Conditions disclose the Proprietary Information to any third party.
9. Warranties and limitation of liability
9.1 The Customer acknowledges and agrees that use of the Service and the Hosted Content by the Customer, Admin User and/or Named Users is at the Customer’s own risk and is on an “as is” and “available” basis and subject to clause 9.9 and to the extent permitted by law, the Company makes no representation or warranty, express or implied as to the accuracy or completeness of any of the Hosted Content. This means that:
9.1.1 the Customer acknowledges and agrees that any information, opinions, and views expressed in the Hosted Content are for educational purposes only. The Hosted Content is designed to provide guidance rather than comprehensive advice. They do not constitute (and should not be used as a substitute for) advice on any particular matter; and
9.1.2 the Company does not warrant or represent that access to, and use of the Service will be uninterrupted or error-free. The Company does not warrant that the Service will meet the accessibility requirements of the Customer, the Admin User and/or the Named Users.
9.2 Subject to clause 9.9 any conditions, warranties, representations or other terms whether express or implied by statute or common law or otherwise are excluded by the Company to the fullest extent permitted by law.
9.3 Subject to clause 9.9, the Company will not be liable the Customer for any defect or problem with the Service if (1) it is used in a way which is not in accordance with any of the Company’s recommended instructions; (2) alterations are made to the Hosted Content or related software by persons not authorised by the Company; (3) the Customer is in breach of these Terms and Conditions; or (4) any third party products or related software are connected to or operated with the Hosted Content or related software unless approved by the Company.
9.4 Subject to clause 9.8 and 9.9, the Company will have no liability to the Customer for, and the Customer will indemnify and keep indemnified and hold the Company harmless against any liability for the consequences of the Customer’s, the Admin User’s or any of the Named Users’ use of the Service.
9.5 Subject to clause 9.8 and 9.9, the Company will have no liability to the Customer in contract, tort (including without limitation negligence) and/or breach of statutory duty for any loss or damage which the Customer may suffer by reason of any act, omission, neglect or default (including negligence) in the performance of the Contract by the Customer or its agents.
9.6 Subject to clause 9.9, the Company will not be liable to the Customer in contract, tort (including without limitation negligence) and/or breach of statutory duty for any loss of profits, business, goodwill, reputation, revenue or business opportunity whether direct or indirect and for any other indirect or consequential (including economic) loss of any kind which the Customer may suffer by reason of any act, omission, neglect or default (including negligence) in the performance of the Contract by the Company or its agents.
9.7 Subject to clause 9.9 the Company will not be held responsible for any delay or failure to comply with the obligations under a Contract or these Terms and Conditions if the same arises from a cause beyond the Company’s reasonable control (including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorised access, theft, or operator errors).
9.8 Subject to clause 9.9 the Company’s total liability for any claims, losses, damages or expenses whatsoever and however caused (even if caused by the Customer’s negligence and/or breach of contract) for each event or series of linked events will not exceed the greater of:
9.8.1. a sum equal to the total value of the Licence Fee paid by the for the Service under the Contract (inclusive of VAT) in the year that the liability arises; or
9.9 Nothing in these Terms and Conditions shall operate so as to exclude either Party’s liability in respect of death or personal injury caused by its negligence or the negligence of its servants or agents; or exclude liability for fraudulent misrepresentation.
10. Information (data protection)
11. Website/service access
11.1 While the Company uses reasonable endeavours to ensure that the Website is normally available 24 hours a day, subject to clause 9.9:
11.1.1 the Company will not be liable if for any reason the Website and/or the Service is unavailable at any time or for any period;
11.1.2 to the extent permitted by law the Company does not warrant that the Hosted Content will be free from infection or viruses; and
11.1.3 in no event will the Company be liable for any loss of the Customer’s data howsoever arising.
11.2 Access to the Website may be suspended temporarily by the Company without notice to the Customer in the case of system failure, maintenance or repairs for reasons beyond the Company’s control.
12. Term, termination and suspension
12.1 Any Contract pursuant to these Terms and Conditions shall commence on acceptance by the Company of the Purchase Order, and shall continue until:
12.1.1 expiry of the Minimum Term; or
12.1.2 earlier termination in accordance with these Terms and Conditions set out below in clause 12.2.
12.2 Without prejudice to any rights and remedies available to the Company, the Company shall be entitled, forthwith on written notice to the Customer either to terminate the Contract wholly or in part and/or any other contract with you or to withhold performance of all or any of its obligations under the Contract and/or any other contract with the Customer (and on the giving of such notice all monies outstanding from the Customer to Company shall become immediately due and payable) if:-
12.2.1 any sum owing to the Company whatsoever shall be unpaid; or
12.2.2 the Customer commits any breach of any contract (including without limitation the Contract) with the Company. Such breach includes where the Company discovers that the Admin User and/or any of the Named Users have misused the Service or contravened in particular, clauses 5.3 and 5.4.
12.3 On expiry or termination of any Contract pursuant to these Terms and Conditions, the Customer will (and will ensure that the Admin User/and or Named Users will) immediately cease to use the Service and the Hosted Content and close the Admin User Account and the Named User Accounts; and all rights (including the Licence granted under clause 5 of these Terms and Conditions) will be automatically terminated, except for such rights of action as will have accrued prior to such termination and any obligation which expressly or impliedly continue in force after such termination or expiry.
13.1 In the event of a technical problem with access to the Service, the Company may provide to the Customer support through info@ReeLLearning.co.uk.
14.1 The Parties both agree to attempt in good faith to clear up any dispute first by discussing any issue. The construction, validity and interpretation of these Terms and Conditions and/or a Contract shall be governed in all respects by the laws of England and Wales. Any dispute arising under out of or in connection with these Terms and Conditions and/or Contract (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the English courts.
15.1 The headings in these Terms and Conditions are for convenience only and do not affect the interpretation of a Contract.
15.2 These Terms and Conditions shall prevail over any terms used by the Customer at any time. These Terms and Conditions and any documents referred to in it constitute the entire agreement between the Parties and supersede any previous arrangement, understanding or agreement relating to the subject matter of this Agreement. Neither Party has relied on any statement, representation, assurance or warranty other than as set out herein when entering any Contract under these Terms and Conditions.
15.3 The Customer shall not assign any benefit under a Contract with the Company without the Company’s express prior written consent. The Customer agrees and accepts that the Company may assign a Contract in whole or in part to someone else.
15.4 The provisions of these Terms and Conditions are severable and distinct from one another, and, if at any time any of the provisions is or becomes invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions shall not in any way be affected or impaired.
15.5 The rights and remedies of each Party in respect of these Terms and Conditions shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by one Party to the other nor by any failure of or delay by a party in ascertaining or exercising any such rights or remedies.
15.6 For the avoidance of doubt nothing in these Terms and Conditions shall confer on any third party any benefit or the right to enforce any provision of these Terms and Conditions.