Dated: 10 August 2016
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING OUR PLATFORM.
Before using the Platform you must read, agree with and accept all of the terms and conditions contained in this agreement. You agree that registration by you of a Platform user account shall constitute your acceptance of this agreement and the other applicable terms referred to below. We recommend that you store a copy of this agreement for your records.
This agreement is provided to you and concluded in English.
If you do not agree to the terms of this agreement, please refrain from using the Platform.
1. Other applicable terms
1.1. This agreement refers to the following additional terms, which also apply to your use of the Platform:
- Our acceptable use policy, which sets out the permitted and prohibited uses of the Platform. When using the Platform, you must comply with this acceptable use policy.
1.2. If you subscribe for any of our other services you will also have to agree to the terms that govern the service you have subscribed for.
We have developed the Platform to assist students with university preparation and the application process. To be eligible to enter into this agreement (and use the Platform) you must be at least 13 years of age and (if you are under the age of 18) have consent to use the Platform from your parent or guardian.
3. Accessing the Platform
3.1. In consideration of your continued compliance with the terms of this agreement, we hereby grant to you a non-exclusive, non-transferable, non-sub-licensable licence to use the Platform on the terms of this agreement.
3.2. Access to the Platform is permitted on a temporary basis and we reserve the right to withdraw or amend the services we provide on the Platform without notice. For instance, and without limitation, we reserve the right to withdraw the services if you breach this agreement or you are an authorised user (with a Student Account, Parent Account or Staff Account) of a school whose agreement with the Company has terminated. We will not be liable if for any reason the Platform is unavailable at any time or for any period.
3.3. From time to time, we may restrict access to some parts of the services, or the entire the Platform, to users who have registered with us.
3.4. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of this agreement.
4. No Warranty
4.1. Use of the Platform is at your own risk. The Platform is provided on an “as is” basis. The Company does not warrant or guarantee that the Platform and all or part of its contents will be always available or that its use will not be interrupted.
4.2. You acknowledge that the Platform and any content on the Platform may not be free of bugs or errors and you agree that the existence of any errors shall not constitute a breach of this agreement.
4.3. You acknowledge and agree that information included on the Platform (including, but not limited to information about VISAs and deadlines) should be used as a guide only and may not be up-to-date or current. Where we provide an estimate of your chances of being accepted by a university, you acknowledge that this is an estimate only.
4.4. The Company disclaims all liability and responsibility whatsoever arising from any reliance placed on such information or materials by you or by anyone who may be informed of any of the Platform’s contents.
Note: This section does not apply to you if you are an authorised user (including, without limitation, a user with a Student Account or Staff Account) of a school which has purchased a software licence from the Company. However, you acknowledge and agree that your right to use the Platform may end upon the termination of the school’s agreement with the Company.
5.1. You hereby agree to pay the Company the subscription fees set out on our website in accordance with this clause 5.
5.2. You shall provide to the Company valid, up-to-date and complete credit or debit card details and hereby authorise the Company to bill such credit or debit card immediately for the applicable fees:
- upfront and in advance (if applicable); or
- monthly in advance until your subscription is cancelled or until you complete the preparation and application process for that year.
5.3. All amounts and fees stated or referred to in this agreement:
- are, subject to the terms of this agreement, non-cancellable and non-refundable;
- are inclusive of value added tax (or other relevant tax).
5.4. The Company shall be entitled to increase the subscription fees it charges at any time, but will notify you first.
6. Changes to these terms
We may update the Platform from time to time, and may change the content at any time. However, please note that any of the content on the Platform may be out of date at any given time, and we are under no obligation to update it.
7. Warranties, undertakings and indemnity
7.1. You represent, warrant and undertake:
- that all the information you provide to the Company is true and accurate to the best of your knowledge and belief;
- that you are an individual and you are not acting (and will not act) on behalf of an undisclosed principal or a third party beneficiary;
- to comply with all applicable laws and regulations;
- not to use the Platform in any unlawful manner or in a manner which promotes or encourages illegal activity;
- not to breach any law, statute, contract, or regulation;
- not to act in a manner that is obscene, defamatory, libellous, unlawfully threatening or unlawfully harassing;
- not to provide false, inaccurate or misleading information;
- not to use an anonymising proxy; or
- not to attempt to gain unauthorised access to the Platform or any networks, servers or computer systems connected to the Platform,
(together the activities described in clause 7.1(d) – (i) (inclusive) the “Restricted Activities”)
7.2. Except as expressly set out in this agreement or as permitted by any local law, you undertake:
- not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Platform or your access to the Platform;
- not to engage in any of the Restricted Activities, nor control an account that is linked to any of the Restricted Activities;
- not to make alterations to, or modifications of, the whole or any part of the Platform nor permit the Platform or any part of it to be combined with, or become incorporated in, any other programs or websites;
- not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Platform;
- to include the copyright notice of the Company on all entire and partial copies of the Platform in any form; or
- not to provide, or otherwise make available, the Platform in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from the Company.
7.3 Notwithstanding clause 7.1 and 7.2, you agree to indemnify us in full and on demand from and against any loss, damage, costs or expenses which the Company suffers or incurs directly or indirectly as a result of your use of the Platform otherwise than in accordance with this agreement or any applicable laws.
8. Intellectual property rights
8.1. We are the owner or the licensee of all intellectual property rights in the Platform, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
8.2. The trade marks, service marks, and logos (“Trade Marks”) contained on the Platform are owned by the Company, our group companies or third party partners of the Company. You cannot use, copy, edit, vary, reproduce, publish, display, distribute, store, transmit, commercially exploit or disseminate the Trade Marks without the prior written consent of the Company, the relevant group company or the relevant third party partner of the Company.
8.3. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
8.4. Our status (and that of any identified contributors) as the authors of content on the Platform must always be acknowledged.
8.5. You must not use any part of the content on the Platform for commercial purposes without obtaining a licence to do so from us or our licensors.
8.6. If you print off, copy or download any part of the Platform in breach of this agreement, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
9. Uploading content to The Platform
9.1. Whenever you make use of a feature that allows you to upload content to the Platform, or to make contact with other users of the Platform, you must comply with the content standards set out in our Acceptable Use Policy.
9.2. You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty.
9.3. By uploading or posting content to the Platform, you:
- initiate an automated process to direct the Company to store the content on its servers, and, except for personal information that you provide to the Company, authorise the use, reproduction, transmission, distribution, public display, public performance, making available and other communication to the public of the content by the Company on the Platform;
- subject to clause 9.4, hereby grant to the company a perpetual, worldwide, non-exclusive, transferable, royalty free and fully paid licence to, without limitation, use, sub-licence, copy, repost, transmit or otherwise distribute, publicly display, publicly perform, adapt, prepare derivative works of, compile, make available and otherwise communicate to the public the content in accordance with your instruction; and
- acknowledge that, except in relation to personal information that you provide to us, content you upload for other users to view will be considered non-confidential and non-proprietary, and the Company will have the right to use, copy, distribute and disclose to third parties any such content for any purpose.
9.6. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to the Platform constitutes a violation of their intellectual property rights, or of their right to privacy.
9.7. We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user on the Platform
9.8. We have the right to remove any posting you make on the Platform if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy.
9.9. The views expressed by other users on the Platform do not represent our views or values.
10. The Company’s liability
10.1. Nothing in this agreement excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
10.2. To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Platform or any content on it, whether express or implied.
10.3. Subject to clause 10.1, we will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
- a decision made by a university (whether in relation to the rejection your application or otherwise);
- use of, or inability to use, the Platform; or
- use of or reliance on any content displayed on the Platform.
10.4. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Platform or to your downloading of any content on it, or on any website linked to it.
10.5. We assume no responsibility for the content of websites linked on the Platform. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
10.6. Subject to clause 10.1, the Company’s maximum aggregate liability under or in connection with this agreement, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to £100 or the aggregate fees you have paid to us in 12 calendar months, whichever is greater.
11.1. If you are a consumer based in the European Union, you have a legal right to cancel this agreement during the period set out below in clause 11.2 and receive a refund.
11.2. Your right to cancel this agreement starts from the date you accept these terms, which is when the contract is formed. Subject to clause 11.4, the deadline for cancelling this agreement shall last for 14 days.
11.3. To cancel this agreement, you just need to let us know that you have decided to cancel. The easiest way to do this is to complete the cancellation form. If you use this method we will e-mail you to confirm we have received your cancellation. You can also e-mail us at firstname.lastname@example.org. If you are e-mailing us please include your details to help us to identify you.
11.4. You acknowledge that by using the Platform and/or requesting any service from us you consent to immediate performance of the contract and acknowledge that you will lose your right of withdrawal from the contract.
12.1. Either party may terminate this agreement immediately and without notice to the other party. You may terminate this agreement by deleting your account and refraining to use the Platform.
12.2. Upon termination for any reason:
- all rights granted to you under this agreement shall cease;
- you must cease all activities authorised by this agreement; and
- you must immediately delete your account and cease using the Platform and certify to us that you have done so.
13. Transfer of rights and obligations
13.1. This agreement is binding on you and us and on our respective successors and assignees.
13.2. You may not transfer, assign, charge or otherwise dispose of this agreement, or any of your rights or obligations arising under it, without our prior written consent.
13.3. The Company may assign, charge, novate or otherwise dispose of this agreement without our prior written consent.
14. Linking to the website
You may link to the Platform, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
We are required to provide certain information to you in writing. By accepting this agreement, you agree that we can communicate with you electronically either by email or by posting notices on the Platform.
16. Entire Agreement
This agreement and any document expressly referred to in it constitutes the whole agreement between us and supersedes any previous discussions, correspondence, arrangements or understandings between us.
17. Governing Law and Jurisdiction
17.1. 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.
17.2. Any dispute or claim arising out of or in connection with this agreement will be subject to the exclusive jurisdiction of the courts of England and Wales.
18. Online Dispute Resolution
If you are a consumer, and you are not happy with how we have handled a complaint in relation to your use of the Platform on a paid subscription basis, you may submit a dispute for online resolution to the European Commission Online Dispute Resolution platform. You can find this platform and more information about it here: http://ec.europa.eu/consumers/odr/
19. Contact us
To contact us, please email email@example.com.