THE TERMS AND CONDITIONS OF NEW MEDIA LEARNING LTD

1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
"Authorised Users" means Your employees, agents and independent Contractors who have been authorised by You to use the Services.
"Confidential Information" means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 8.
"Commencement Date" means the date upon which Your annual subscription for the Services commences, from which the annual Subscription Fees shall be due.
"Effective Date" means the date that You place Your Order.
“Expiry Date” means the date on which the licence period ends.
“Due Date” means the date by which payment should have been received by Us so that the licence period can begin.
"Renewal Period" means the period between the date that We advise that the current licence will shortly expire and the date when it expires.
"Subscription Period" means the period of time from the Commencement Date to the Expiry Date.
"Order Form" means Your order form containing Your request to be provided with the Services.
"Services" means the supply of Software that We provide to You under this Agreement as more particularly described in the Documentation including provision of Updates.
"Documentation" means the documentation made available to You by Us either online or in hard copy from time to time which sets out a description of the Services, user instructions for the Services, training materials, and anything else that We in our absolute discretion may from time to time provide to you for use in connection with the Services.
"Software" means the software applications provided by Us as part of the Services including but not limited to 4Matrix software, and incorporating all Updates.
“Institution” means the Institution, college or Academy which has subscribed to the Software.
"Subscription Fees" means the subscription fees payable by You to Us.
"Licence" means the statement of the Subscription Period that We send to You following receipt of payment of the Subscription.
“Contract” The Licence constitutes a Contract between the Company and the Institution which will remain in effect for the Subscription Period. The Contract is a requirement for the Institution to pay the Subscription Fees and in return for the Company to provide the Services.
"Trial Period" means an initial period during which You may evaluate the Services for Your Use without charge.
"Trial Period Start Date" means the date upon which Your Trial Period commences.
"Updates" means any update to the Software that We release for Your use, including patches, error corrections, upgrades, and added functionality, as provided from time to time.
"We" or "Us" or "Our" or "Company" means New Media Learning Limited, incorporated and registered in England and Wales with company number 04373179 whose registered office is at 1386 London Road, Leigh-on-Sea, Essex SS92UJ.
"You" or "Your" means the person or Institution described as the customer in the Schedule
"Your Data" means the data inputted by You, Your Authorised Users, or by Us on Your behalf for the purpose of using the Services or facilitating Your use of the Services.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
1.9 A reference to writing or written includes e-mail but no other form of electronic communication.
1.10 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.

2.1 4Matrix is a networked computer application which can be installed on a computer network within a single Institution. Once the Subscription Fees have been paid, the Software may be downloaded and installed. The Software will be automatically updated and maintained by Us on each occasion that it is run. An additional version of the Software called 4Matrix Infinity is designed to run on web browser software.
2.2 The Software can be used within a single Institution by all employees of the Institution. It may also be used by those employees when they are away from the Institution through the deployment of methods for remotely accessing the Software.
2.3 It is forbidden for the Software that is licenced for use in one Institution to be used in another Institution. It is not permitted to pass on the Software, or knowledge of how to download it, to any person who is not an employee of the Institution, or who is not acting on their behalf.
2.4 PROPRIETARY RIGHTS
All designs, features and methods for the Software and the Documentation are the copyright of the Company. We assert our unique right to ownership of the key designs, appearance, methods and functions of the Software.
2.5 You acknowledge and agree that We and/or Our licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant You any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
2.6 No permission is granted for any re-use of this Software, or alteration to its code, re-use of its methods, or the creation of look-alike products that make use of the intellectual property intrinsic to the function and design of the Software.

3.1 Your completed Order Form constitutes an offer to purchase the Services in accordance with this Agreement (Your “Order”).
3.2 Your Order shall only be deemed to be accepted when We permit You to access the Software to use the Services, which will mark the start of the Subscription Period.
3.3 Subject to Our acceptance of Your Order, You purchasing the Subscription in accordance with clause 7, the restrictions set out in this clause 2 and the other terms and conditions of this Agreement, We hereby grant to You a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Period solely for Your Institution’s purposes.
3.4 In relation to the Authorised Users, You undertake that: You shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by Agreement between the parties and except to the extent expressly permitted under this Agreement:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
3.5 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Us.

4.1 We wish to ensure that all our customers are completely satisfied with their purchase of the Software. To further this wish, We operate a fair purchase policy that allows an Institution to order and try the software for a free period before that Institution completes payment of the order that it has placed. Experience has shown that We need to guard against spurious requests for free use of the Software when there is no intention to purchase the Software. To do so We require potential new customers to place a provisional order on behalf of their Institution before We allow access to the Software.
4.2 We provide substantial information on our website to inform the purchaser of the range of functions in the Software, so that they might place an order with a reasonable knowledge about the product. On placement of an order We provide a free period of use for the purchaser to ensure themselves that the Software functions as described and that they are completely satisfied with their purchase. In return, We expect the Institution to make every effort to try out the software during this free period of use and if they are completely satisfied, to ensure that payment is received by Us by the start of the licence period.
4.3 PERIOD OF FREE USE:
When an order is received by an Institution We send details of how to download and use the Software and a provisional invoice to the Institution. At this stage a 30-day Trial Period will be provided free of cost. This period may be extended by Us when it spans a significant holiday period. This free period of use is designed to provide time for the Institution to install and use the software, and to assure itself that it is satisfied with the functions of the Software. Institutions should ensure that they only place an order for the Software when they know they will be able to try it in the Trial Period. We would not normally issue a second free period of use if the Institution places an order but does not install and try the Software during the Trial Period. At the end of the Trial Period the licence will become effective on condition that payment has been received by this date.
4.4 CONFIRMATION OF YOUR ORDER:
During this 30-day Trial Period the Institution should have installed and tried the Software and verified that it wishes to complete the purchase. The Institution should confirm the order by making payment within the Trial Period, or by notifying Us of the date when payment can be expected. Please note that the supply of an order number does not constitute payment.
4.5 THE LICENCE IS A CONTRACT:
The Licence constitutes a Contract between the Company and the Institution by which the Company will continue to provide and maintain the Software in a working state and the Institution is authorised to make use of the software within the Institution. The Contract will apply for the duration of the Licence Period.
4.6 RIGHT TO CANCEL AN ORDER:
If during the Trial Period an Institution decides that it does not wish to continue with the order it should notify Us and We will cancel the order.
4.7 UNPAID ORDERS:
If an Institution does not pay the invoice within the Trial Period, or doesn't contact Us to notify Us of their wishes, the invoice will become unpaid. Once an invoice becomes unpaid We will request a confirmation from the Institution, either that it is making a late payment or that it wishes to cancel the order. If We do not receive a reply from the Institution We will cancel the invoice and suspend the Institution’s account with us. We are not obliged to re-open an account at a later date where We have incurred administrative costs arising from an unpaid order.
4.8 RENEWAL:
A Institution can choose each year if they wish to renew their licence. There is no obligation to renew the Licence. We will send a reminder and a provisional invoice one month before renewal is due. However, the Institution should inform Us out of courtesy if they do not wish to renew, ideally before the renewal date has become due. If We are unable to confirm an Institution's wishes in relation to continuation of the licence then We will close an Institution's account 30 days after the renewal date.
4.9 PAYMENT OPTIONS:
We prefer that payment is made by BACS. However, We can also receive payment by cheque made out to the details provided on the invoice. We do not have facilities for handling a credit or debit card. The invoice reference number is a unique identifier. It is essential that payment details include the invoice reference number so that We are able to identify the school and issue a licence. We receive a significant number of BACS payments where it is not possible to identify the Institution or the invoice. As an example, providing only a Multi-Academy Trust name in a payment reference is not sufficient for us to identify any particular school. Please note that We do not accept liability for any loss of service in cases where We are unable to issue a Licence because no invoice number or school name is provided.

5.1 We undertake to perform the Services substantially in accordance with the Documentation and with reasonable skill and care (Our “Undertaking”).
5.2 Our Undertaking shall not apply to the extent of any non-conformance which is caused by Your use of the Services contrary to Our instructions, or modification or alteration of the Services by any third party.
5.3 If the Services do not conform with Our Undertaking, We will use Our reasonable endeavours to correct any such non-conformance promptly. These remedies constitute Your sole and exclusive remedies for any breach of Our Undertaking.
5.4 Notwithstanding Our Undertaking, We:
(a) do not warrant that Your use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by You through the Services will meet Your requirements; and
(b) are 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 and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
5.5 We warrant that We have and will throughout the lifetime of this Agreement maintain all necessary licences, consents, and permissions necessary for the performance of Our obligations.

6.1 You shall:
(a) provide Us with:
(i) all necessary co-operation in relation to this Agreement; and
(ii) all necessary access to such information as We may require;
(b) comply with all applicable laws and regulations with respect to its activities under this Agreement;
(c) promptly install all Updates as directed by Us;
(d) carry out Your responsibilities as set out in this Agreement in a timely and efficient manner. In the event of any delays in Your assistance, We may adjust any agreed timetable or delivery schedule as reasonably necessary;
(e) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement;
(f) be responsible for any Authorised User's breach of this Agreement;
(g) ensure that Your network and systems comply with the relevant specifications We require from time to time; and
(h) be solely responsible for procuring and maintaining Your network connections and telecommunications links from Your systems to Our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet.

7.1 You shall pay Us the Subscription Fees in accordance with this clause 7 and the Order Form.
7.2 You shall pay the Subscription Fees to Us by BACS or other form of electronic bank transfer, or by sending a cheque payment. We are unable to accept payments by credit card or debit card.
7.3 Your Subscription Fees are due at the end of any trial period (if any), and then on each anniversary of this date in respect of the next Renewal Period.
7.4 We shall invoice You at least 30 days prior to each anniversary in respect of the next Renewal Period. If we send an invoice less than 30 days before the Due Date we will ensure that the licence does not expire for at least 30 days after the date of receipt of the invoice.
7.5 Our invoices are due for payment by the date of commencement of the next licence period.
7.6 If We have not received payment by the Due Date, without prejudice to any of Our other rights and remedies We may, without liability to You, disable Your password, account and access to all or part of the Services and We shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid. If Services are temporarily suspended due to late payment we are not obliged to provide compensation for any loss of service unless You have notified us in advance that the payment will be late. Any compensation for loss of service will be limited to the addition of extra days to the licence period.
7.7 All amounts and fees stated or referred to in this Agreement:
(a) shall be payable in pounds sterling;
(b) are subject to our termination and refund policy;
(c) are exclusive of value added tax, which shall be added to Our invoice(s) at the appropriate rate.
7.8 We shall be entitled to increase the Subscription Fees at the start of each Renewal Period upon 30 days' prior notice to You to reflect an increase in functionality of the Software or an increase in our costs.

8.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement.
8.2 Each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
8.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
8.4 You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute Our Confidential Information.
8.5 We acknowledge that Your Data is Your Confidential Information.
8.6 No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties.
8.7 The above provisions of this clause 9 shall survive termination of this Agreement, however arising.

We are registered with the Information Commissioner's Office, number: Z9896584.
Our Data Protection Policy can be downloaded from here: Data Protection Policy. This policy covers the use of our website and how we may collect and use personal data when you interact with our services. For details on how information is stored in 4Matrix products, please continue to read section 9.
We do not share data with third parties. Our Data Sharing Agreement is an official document that clarifies this and is available on request.
9.1 Unless stated in any particular arrangement with an Institution the Company does not host or have access to the information which a school may decide to enter into the Software. It will be for schools themselves to ensure that their procedures and policies with respect to this data meet the requirements of the GDPR.
9.2 When schools order a licence for the Software they may provide contact information for a main contact, finance contact and data manager contact. New Media Learning Ltd holds this information on file for the duration of the licence period plus one academic year and it is then deleted.
9.3 New Media Learning Ltd respects the privacy of the users of its software. No personal or contact information will be passed on to any other person or organization without their permission, or unless we are required by law. An exception to this is that we are sometimes asked by schools to supply the names of other schools in their area which use the Software. It is our policy to provide a list of schools with a similar postcode at our discretion, but not to pass on contact details. We do not encourage potential users to contact existing users and we ask them to note established courtesies should they wish to make an approach.
9.4 Personal information or bank account details made available to us during the course of purchase will be kept confidential by us and not passed on to any other person or organisation. This information is regarded as restricted and it can only be accessed by persons within the Company authorised to process such information.
9.5 Your subscription details are kept on file for the duration of the Licence. On termination of the Licence we will continue to store this information for a period of one year from the start of the next academic school year. Once this time has elapsed Your information will be erased from our systems however we will keep a record on file for as long as we require of the fact that Your Institution has held a licence for the Software. This record will not contain any information other than the name of the Institution and the dates of the Licence Period.
9.6 Invoices issued by Us to You are kept on file for period of 6 years from the end of the Licence period to meet accounting requirements. At all times Your information will remain confidential. This section describes the terms and conditions relating to Data Protection and privacy as they apply to the networked version of the Software (4Matrix Desktop) which is installed on a school network. 9.7 Users of the Software may enter information into the Software that falls into the category of personal information. This may include information about the pupils of an Institution, or information about the employees of the Institution. The Software maintains the confidentiality of this data by requiring users to log into the Software using identifying information supplied by the school to its employees. The Software runs across a school network and operates within the security provided by the school's policy and practice regarding information held on the school network.
9.8 Associates, employees and contractors of New Media Learning Ltd do not have access to the sensitive data which resides inside the Software when it is in use within an Institution. Under most circumstances there will be no occasion or need for our associates or employees to view a school’s data. There are possible exceptions to this. A school may request our technical staff to view a school’s computer screen in order to find a solution to a technical problem; or an associate might incidentally view a school’s data when providing training for an Institution. In exceptional circumstances when we cannot resolve a technical issue via remote support an Institution may provide us with a copy of their database to test. The database will be received by us in an encrypted form. The database will only be used for the testing period and then erased from our system. Our policy in such situations is:
a. when a school sends data to us for testing we will request that all references to personal information are first anonymised, and;
b. if we need to investigate a fault requiring a complete database we will ensure that it is sent to us encrypted. It is our policy not to view the data in investigating a fault in a database beyond that which is necessary to find and repair the fault, and;
c. to erase all data which is the property of an institution once a fault has been found and repaired, and;
d. to disregard all data that we may view on screen in the course of training or in the course of providing support or while investigating faults.
9.9 Users of the Software may disclose information to us during the course of our work which may fall into the category of personal information. This may include information about the pupils of an Institution, or information about the employees of the Institution. Information deemed as personal will be disregarded and no record will be made of it.
9.10 We provide technical support to users of the Software by responding to information about technical issues which users notify us of. Information about the technical issue which is the subject of each enquiry may be anonymised, summarised and added to our Knowledge Base so that other users of the Software can read and benefit from this information.
9.11 The personal data that schools enter into the Software by schools can be transmitted between our Software products through the choice exercised by users. When personal data is transmitted and received by our Software it is encrypted to maintain complete security.
This section describes the terms and conditions relating to Data Protection and privacy as they apply to the Cloud version of the Software "4Matrix Cloud" for schools and to the Software "4Matrix Fusion" for Multi-Academy Trusts.

9.12 4Matrix Cloud is a replacement for the networked version of the Software.
9.13 4Matrix Fusion is a Cloud product designed for and used by Multi-Academy Trusts which imports data from 4Matrix Desktop and 4Matrix Cloud which will contain data pertaining to pupil exam and test results and other data.
9.15 4Matrix Cloud is hosted for Us by Microsoft using a storage system called Microsoft Azure. Microsoft Azure uses a range of security features to protect the data which it stores. These features includes encryption, Firewall and protection against security breaches.
9.16  4Matrix Fusion is a Software as a Service (SaaS) multi-tenant web application hosted on a secured server with multiple databases for complete data isolation between Trusts. Our production and data servers are secured by a comprehensive list of inbound rules in the firewall and only our core team can access them. 
9.17 All data uploaded to the application is anonymised and encrypted. Schools can upload, manage, and delete their data using 4Matrix Desktop, giving them complete control over their own data. For clarification, Fusion does not store pupil names, they are stripped out at the point of upload and we currently have no tools in Fusion that are pupil-focussed, beyond being able to apply filters to specific demographics like gender, ethnicity, SEN, etc
9.18 All electronic data requests to the application will pass through a Web Application Firewall, which detects and blocks any bots or threats before establishing a secure connection to the data server. 
9.19 No personal data is collected for marketing purposes other than the user emails supplied within the app for user authentication. No external cookies are used except for the essential User & CDN cookies for authentication and performance. User consent is mandatory to login and use the application. We do not have any affiliations or integrations with third party software for data sharing. 
9.20 Individual Trust databases will be deleted on request, subject to the terms and conditions of the licence. 
9.21  The information provided in this section will be extended as we learn more and develop our policy and practice further through the implementation of the use of these Software products with Multi-Academy Trusts.

10.1 You shall defend, indemnify and hold Us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Your use of the Services and/or Documentation.

11.1 Except as expressly and specifically provided in this Agreement:
(a) You assume sole responsibility for results obtained from the use of the Services and the Documentation, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Us by You in connection with the Services, or any actions We take at Your direction;
(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 and the Documentation are provided to You on an "as is" basis.
11.2 Nothing in this Agreement excludes Our liability:
(a) for death or personal injury caused by Our negligence;
(b) for fraud or fraudulent misrepresentation;
(c) for the infringement of intellectual property rights;
(d) for breaches of data protection requirements;
(e) for breaches of agreements to confidentiality; or
(f) property damage that can be attributed to Our negligence.
11.3 Subject to clause 11.1:
(a) We 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) Our 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 total Subscription Fees paid by You during the 12 months immediately preceding the date on which the claim arose.
11.4 We do not accept any responsibility for any actions or issues arising from the use of the Software. In particular we exclude liability for consequential, special or indirect losses and loss of profit. The use of the Software and the reporting of information produced by the software is entirely the decision and the responsibility of the Institution.

11.5 SOFTWARE FAULTS
We do not assert that the Software is free of programming faults. If the Software demonstrates a fault the Institution should notify Us and We will seek to remedy the fault. Our liability is limited to providing a solution to the fault.

11.6 UPDATES TO THE SOFTWARE
The responsibility lies with the Institution to ensure that Updates are able to download and be installed correctly. We will not accept any liability for inaccuracies or faults that are found as a result of an Institution continuing to make use of out-of-date Software when there are newer updates available.

11.7 ACCURACY OF DATA CALCULATIONS
The Software has had an exceptional track record for providing accuracy in the way that it calculates information using Institution performance indicators. However, We do not guarantee that the Software will always provide results considered to be accurate, and You should always independently verify the totals and other information reported by the Software.

11.8 CHANGES TO THE SOFTWARE BY THE INSTITUTION
It is possible for users to use edit tools provided in the Software in the Software to make changes to the way that the Software makes calculations. We have no control over the changes that an Institution may make to the Software. We accept no responsibility for the consequences of reporting the information produced by the Software whether or not the Institution has made changes to the Software. The accuracy of any information produced using the Software should always be independently verified.

12.1 The term of this Agreement shall, unless otherwise terminated as provided in this clause 13, commence upon the earlier of the Trial Period Start Date or the Commencement Date and shall continue for the Subscription Period. At the end of the Subscription Period we will contact the school to ask if the school wishes to renew the licence for another subscription period of 12 months or 36 months (each a "Renewal Period"). There is no obligation for an Institution to renew its licence and we do not automatically renew a licence.
12.2 Once payment has been received the Licence will be issued and the Licence Period will begin. At this time the Contract between the Company and the Institution comes into effect and will operate for the Licence Period. If the Institution wishes to terminate the Contract during the Licence Period the following procedure will apply:
a. The Institution must notify the Company in writing that it wishes to terminate the Contract.
b. The Institution must provide a reason for wishing to terminate the Contract.
c. The Company may agree to terminate the licence if it considers that the reason for termination is reasonable. If We do not agree to the termination of the Contract, the Licence will continue to run for the Licence Period.
d. If the Company agrees to terminate the Contract, the Licence will be withdrawn and a maximum refund will be made to the value of one half of the Licence fee paid reduced pro-rata to the time remaining on the licence.
e. In exceptional circumstances We may agree to terminate the Contract and make a full pro-rata payment of the time remaining on the licence, but this will be wholly our decision.
f. When making a refund We reserve the right to subtract from the refunded amount a sum of £50 towards recovering our administrative costs for setting up, and then cancelling a licence, and for correspondence with the Institution about their decision to cancel the licence.
12.3 Without affecting any other right or remedy available to Us, We may terminate this Agreement with immediate effect by giving written notice to You if:
(a) You fail to pay any amount due under this Agreement on the due date for payment and You remain in default not less than 30 days after being notified in writing to make such payment;
(b) You commit a material breach of any other term of this Agreement;
(c) You suspend, or threaten to suspend, payment of Your debts or You are unable to pay Your debts as they fall due or You admit inability to pay Your debts or You are deemed unable to pay Your debts within the meaning of section 123 of the Insolvency Act 1986.
12.4 On termination of this Agreement for any reason:
(a) all licences granted under this Agreement shall immediately terminate and You shall immediately cease all use of the Services and/or the Documentation;
(b) 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 existed at or before the date of termination shall not be affected or prejudiced.

We shall have no liability to You under this Agreement if We are prevented from or delayed in performing Our obligations under this Agreement, by acts, events, omissions or accidents beyond Our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving Our workforce or that of any other party), failure or interruption of a utility service or transport or telecommunications network or the internet, 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.

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

17.1 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
17.2 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.

18.1 This Agreement and the Order Form 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, or any other terms which You are seeking to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
18.2 Each party acknowledges that in entering into this Agreement 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 this Agreement.

19.1 We, but not You, 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 this Agreement.

Nothing in this Agreement is intended to or shall operate to create a partnership between You and Us, 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).

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

22.1 Any notice required to be given under this Agreement 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 its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party's email address as set out in this Agreement.
22.2 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. A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

23.1 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.
23.2 Each party irrevocably agrees that the courts of England 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).

These Terms and Conditions were prepared for New Media Learning Ltd by Pinney Talfourd, Solicitors. These Terms and Conditions are the copyright of New Media Learning Ltd and must not be re-used in whole or in part without our written permission. Updated 27th July 2022