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Terms & Conditions
Terms and Conditions for Schools
EducationCity Ltd Terms of Licence and Use
EducationCity Ltd is the provider of EducationCity in the UK, and of Edmentum Inc. products via the Edmentum International brand, namely Exact Path, EducationCity, Study Island, Courseware and Academy worldwide (with the exception of all US territories).
This Agreement details the licence EducationCity Ltd grants you and governs your use of the subscription service (the “Service”) provided. By accessing the Service you are agreeing either yourself or on behalf of your establishment to the terms that appear below whether you or your establishment have purchased or another party, for example if your Local Authority, Government or School Group is paying for the subscription. In these Terms and Conditions “the Software” means all proprietary and licensed software including any platform on which such software is based, provided as part of the Service.
1. Provision of Service
1.1 The website (the “Site”) and the Service are owned by EducationCity Ltd (company number 03343749), whose registered office is at Pera Business Park, Nottingham Road, Melton Mowbray, Leicestershire, LE13 0PB.
1.2 You will receive access to the Service following either payment, or agreement to pay whether verbal or written if offered credit terms, for the period of your subscription. EducationCity Ltd or its local partner agrees to provide you with reasonable support by telephone or email during normal working hours for the purpose of assisting you to maintain your access to the Site.
1.3 You acknowledge that you have provided EducationCity Ltd or its local partner with accurate and complete registration information and that it is your responsibility to update EducationCity Ltd or its local partner of any changes to that information (including your email address).
1.4 At all times, within the definition of the General Data Protection Regulation (GDPR), the school and its employees retain the status of Data Controller for their data held on our cloud service. The data obtained from the school’s systems always remains in the ownership of the school, or that of the individual (employed) users. EducationCity Ltd, as your cloud service provider, shall be the Data Processor for the purposes of the GDPR except where we act as Data Controller for invoicing and administrative purposes.
1.5 These terms and conditions (including any documents referred to within them) contain all the terms on which we provide the Service to you. They supersede any prior promises, representations, undertakings or implications made.
1.6 Where you are a private consumer, nothing in these terms and conditions shall detract from your statutory rights.
1.7 Access to the Service (except for those parts that we make freely available) is only provided to you on condition that either you pay the Fee (if you are an individual member) or you are a duly authorised employee of an institution that has paid the Fee.
1.8 Your Subscription begins on the day that we send email notification from EducationCity Ltd or its local partner. It is your own responsibility to ensure that the details are passed onto the relevant person at your school or library to facilitate access to the site.
1.9 The fee for your subscription (the “Fee”) is calculated annually on the anniversary of the start of your subscription (unless otherwise stated) and payable by such method of payment as EducationCity Ltd or its local partner requests. EducationCity Ltd or its local partner shall be under no obligation to provide the Service until the Fee has been paid. Your subscription will renew only if you confirm verbally or in writing that you wish it to do so and agree to make payment of the Fee. If you fail to pay the Fee for any subsequent year EducationCity Ltd or its local partner may suspend your access to the Service until your Fee is paid.
1.10 On registration you or your establishment will be allocated unique ID details. You are responsible for all use of the Service using your ID and for preventing unauthorised use of your ID. You must ensure that any user you pass the ID details onto complies with the terms of this Agreement and all reasonable user terms made available on the Site.
1.11 If you believe there has been any breach of security such as the theft of or unauthorised use of your ID, unauthorised access gained to personally identifiable data on our cloud service, personally identifiable data from our cloud service left on an insecure device which is lost or some other data breach as defined within the General Data Protection Regulation, you must notify EducationCity Ltd or its local partner immediately.
1.12 You may not rent or lease access to the Service and you may not provide access (or allow any other person to provide access) to the Service on any other computer.
1.13 If EducationCity Ltd or its local partner reasonably believes that your ID is being used in any way which is not permitted by this Agreement, EducationCity Ltd or its local partner reserves the right to cancel access rights immediately on giving notice to you and to block access from your ID.
1.14 System requirements. Our system requirements can be found here within the Technical Issues and Support section of our FAQs. They detail the necessary hardware, software, system configuration, network infrastructure, bandwidth and other operational requirements necessary for you to successfully operate and use the Software. These requirements are subject to periodic change. You acknowledge that you are responsible for the cost, operation and availability of, and you and any users and compliance with, all elements of these system requirements.
2. Ownership of Copyright
2.1 The Service (including any images, designs, photographs, animations, video, audio, music and text incorporated into the Service) is owned or controlled by EducationCity Ltd and is protected by United Kingdom copyright laws and international treaty provisions relating to the protection of copyright and intellectual property rights. All material displayed on the Service belongs to EducationCity Ltd. Subject to clause 2.2 users may retrieve and display the Service on a computer screen, print individual pages on paper and store files on your internal server for your internal educational non-commercial purposes that comply with this Agreement.
2.2 You may not (without prior written permission from EducationCity Ltd):
2.2.1 redistribute any of the Content (including by using it as part of any library, archive or similar service);
2.2.2 remove the copyright or trade mark notice from any copies of Content made under this Agreement;
2.2.3 create a database in electronic or structured manual form by systematically downloading and storing all or any of the Content;
2.2.4 modify, reproduce or in any way commercially exploit any of the Content;
2.2.5 reverse engineer, decompile, or disassemble the Service. This clause does not prevent access to activities on an individual basis via a VLE or cached files as purposefully supplied by EducationCity Ltd for the reduction of bandwidth;2.2.6 frame or mirror any content forming part of the Software or documentation provided as part of the Service other than for your own internal educational or training purposes and not in violation of any user restrictions;
2.2.7 modify, copy or create derivative works based on any Software or documentation provided as part of the Service;
2.2.8 access or allow others to access any Software or documentation provided as part of the Service in order to build, market or offer a competitive product or service or copy any ideas, features, functions, answers, questions, contents or graphics of any Software;
2.2.9 license, sub-license, sale, resale, rent, lease, transfer, assign, distribute or otherwise commercially exploit or make any of the Software available other than to any user as contemplated by this Agreement;
2.2.10 use the Service or the Software to send or store infringing, obscene, threatening, libellous or otherwise unlawful material, including material that is harmful to children or violates third party privacy rights;
2.2.11 interfere with or disrupt the integrity or performance of the Software or the data contained therein;
2.2.12 attempt to gain unauthorised access to the Software or its related systems or networks;
2.2.13 publicly display or publicly perform the Software or any documentation relating to the Software or the Service without our prior written permission.
2.3 You acknowledge that “EducationCity.com”, “Edmentum”, “Exact Path”, and “Study Island” are trade marks and that you may not use them without written permission.
2.4 Reservation of rights. The Software provided as part of the Service is licensed to you and not sold. Subject to all intellectual property rights owned by any third party vendor and licensor to EducationCity Ltd which are reserved to them and which EducationCity Ltd must protect, all rights, title and interest in and to the Software and any related documentation included all related intellectual property rights are reserved to EducationCity Ltd or its nominee. No other rights are granted to you or any user.
3. Custom Learning Paths
3.1 Certain parts of the Software allows you to customise the sequencing of instructional content to such of your instructional needs. “Your Learning Paths”, refers to the custom learning paths you create using this feature of the Software. We make no warranties or commitments related to your ability to access or use “Your Learning Paths” during the term of your licenses or at the expiration or termination of your licences. We may use Your Learning Paths and may provide them to our other customers.
3.2 Certain parts of our products enable you to create, customise or store content, documentation or otherwise. If you do, you accept, agree and acknowledge that:
3.2.1 we can use and disseminate such items;
3.2.2 at the expiration or termination of your licences we will not be returning these items to you and you have no rights in such items; and,
3.2.3 you are responsible for ensuring that in creating or customising, disclosing or storing such items you comply with all laws, regulations and judicial requirements including but not limited to intellectual property laws and you will indemnify us and our affiliates, successors and assigns in the event that you have failed to do so.
4. Warranties
4.1 EducationCity Ltd undertakes that the Services will be performed with reasonable skill and care.
4.2 The undertaking at clause 4.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to EducationCity Ltd’s instructions, or modification or alteration of the Services by any party other than EducationCity Ltd or EducationCity Ltd’s duly authorised contractors or agents. Notwithstanding the foregoing, EducationCity Ltd:(a) does not warrant that your use of the Services will be uninterrupted or error-free or that the Services, and/or the information obtained by you through the Services will meet your requirements; and,(b) 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 the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
4.3 EducationCity Ltd warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
4.4 In this clause 4 the following definitions apply:
Data Protection Laws: means any applicable laws relating to the processing, privacy and/or use of Personal Data as applicable to either party or the Services, including:
(a) the GDPR;
(b) the Data Protection Act 2018;
(c) any laws which implement any such laws;
(d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.
Protected Data: means Personal Data received from or on behalf of you in connection with the performance of EducationCity Ltd’s obligations pursuant to this Agreement.
Sub-Processors: means any agent, subcontractor or other third party engaged by EducationCity Ltd (or by any other Sub-Processor) for carrying out any processing activities in respect of the Protected Data.EducationCity Ltd shall and shall ensure its Sub-Processors and each of its personnel shall, at all times comply with all Data Protection Laws in connection with the processing of Protected Data and the provision of the Services.
5. Limitation of Liability
5.1 EducationCity Ltd or its local partner will use its reasonable endeavours to resolve faults in the Service during the Subscription. You agree that your only recovery for damages that you incur, and your exclusive remedy, shall be limited to the direct damages you actually incur up to an amount equivalent to the Fee actually paid or payable in relation to your use for the relevant term of the service. Where a trial period applies and you are still in the trial period, your only remedy will be to terminate your use of the service.
5.2 To the maximum extent permitted by applicable law, in no event shall EducationCity Ltd be liable for any damages which arise out of the use or inability to use the Product (including, without limitation, any indirect loss or damage, damages for the loss of business profits, business interruptions, loss of business information, or other pecuniary loss), even if EducationCity Ltd has been advised of the possibility of such damages. In any event, EducationCity Ltd’s entire liability to you under this Agreement or with regard to the Product shall be limited to the amount actually paid for the Product.
5.3 Indemnity. Subject to the provisions of this clause 5 and to the extent not prohibited by any applicable law you will defend, indemnify, reimburse and hold, EducationCity Ltd’s harmless against any loss, damage or costs (including reasonable legal fees), incurred in connection with any claims made or brought against us by:
5.3.1 a third party alleging that customer data, your use of the Software in violation of this Agreement or any materials provided by you either:
5.3.1.1 infringe intellectual property right of any third party; or,
5.3.1.2 has otherwise harmed a third party; or,
5.3.1.3 anyone who has suffered personal injury or property damage based upon you or your employees’, agents’ or students’ negligence or misconduct.
6. Privacy Policy
6.1 Except as expressly and specifically provided in this agreement:(a) you assume sole responsibility for results obtained from your use of the Services and for conclusions drawn from such use. EducationCity Ltd shall have no liability for any damage caused by errors or omissions in any information, in connection with the Services, or any actions taken by you;(b) 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 this agreement; and,(c) the Services are provided to you on an “as is” basis.
6.2 Nothing in this agreement excludes the liability of EducationCity Ltd:(a) for death or personal injury caused by the Supplier’s negligence; or,(b) for fraud or fraudulent misrepresentation.
6.3 Subject to clause 6.1 and clause 6.2:(a) EducationCity Ltd shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and,(b) the Supplier’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 this agreement shall be limited to the Fees paid for the Service during the [12] months immediately preceding the date on which the claim arose.
6.4 Indemnity. Subject to the provisions of this clause 6 and to the extent not prohibited by any applicable laws you will defend, indemnify, reimburse and hold, EducationCity Ltd’s harmless against any loss, damage or costs (including reasonable legal fees), incurred in connection with any claims made or brought against EducationCity Ltd by:(a) a third party alleging that customer data, your use of the Software in violation of this Agreement or any materials provided by you either:(i) infringe intellectual property rights of any third party; or,(ii) has otherwise harmed a third party; or,(iii) anyone who has suffered personal injury or property damage based upon you or your employees’, agents’ or students’ negligence or misconduct.
7. Cookies
7.1 A cookie is a small file which asks permission to be placed on your computer’s hard drive. Once you agree, the file is added and the cookie helps analyse web traffic or lets you know when you visit a particular site. Most users will often have their web browsers set to accept cookies by default.
7.2 We use cookies on the Software to provide you with the best possible experience on our website and to identify critical account details such as account, user and curriculum identification. Additionally, we use cookies from Google Analytics to anonymously record your usage of the website. This helps us analyse data about webpage traffic and improve our service in order to tailor it to customer needs. We only use this information for statistical analysis purposes to influence our development plans.
7.3 Overall, cookies help us provide you with a better website, by enabling us to monitor which pages you find useful and which you do not. A cookie in no way gives us access to your computer or any information about you, other than the data you choose to share with us.
7.4 By accepting these terms and conditions of use you accept the use of cookies as an essential part of the service.
8. Email Communication
8.1 By taking a subscription to the Software you agree to receive occasional “account maintenance” email notifications, these will inform you when you are approaching the end of your subscription period and also provide links to Getting Started resources when you first subscribe as well as essential account information in relation to the Service. You will also be placed onto the mailing list to receive our added value marketing emails that provide additional classroom resources and news about new features which you can unsubscribe from at any stage.
8.2 You undertake on behalf of your staff to avoid wherever possible the sending of personally identifiable staff or student data via email to EducationCity Ltd. If this cannot be avoided your staff will understand their obligations under the GDPR to send such data in a secure way. EducationCity will destroy any such emails they receive as soon as the data has been processed.
9. Termination
9.1 The Agreement shall unless otherwise terminated as provided in this clause continue for each subscription term. Without affecting any other right or remedy available to it we may terminate this Agreement with immediate effect by giving written notice to you if you commit a material breach of any term of this Agreement and fail to remedy the breach within 7 days of a written request from us to do so or you repeatedly breach any term of this Agreement in such a manner as to reasonably justify the opinion that your conduct is inconsistent with having the intention or ability to give effect to the terms of this Agreement.
9.2 On termination of this Agreement or any non-renewal of this Agreement for any reason all licences granted under this Agreement shall immediately terminate and each party shall return and make no further use of any data, documentation or other items (and all copies of the same) belonging to the other party.
9.3 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 Agreement which has existed at or before the date of termination shall not be affected or prejudiced.
10. Governing Law & Jurisdiction
10.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
10.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).