Please read this Agreement carefully before using the Service. By using the Service, you agree to be bound by the terms and conditions below. If you do not wish to be bound by these terms and conditions, you may not use the Service.
In this contract the following words and phrases shall have the following meanings unless the context otherwise requires:
3.1 The Service shall be provided for a minimum period of 12 months beginning on the day when the Customerhas purchased from C4L or its appointed agents a licence to use the Service, and the Service is available for the first time.
3.2 C4L will notify the Customer via e-mail at various intervals prior to the first anniversary of the Effective Start Date and each anniversary thereafter, that the Annual Licence Fee is due for renewal and that the Service must not be used after the end of the 12-month period unless a new Annual Licence Fee is paid before the start of any new 12-month period. It is the Customer's responsibility to ensure that the Annual Licence Fee is paid.
3.3 The Annual Licence Fee and Premium Content charge will remain fixed for the Initial Term. Thereafter, C4L reserve the right to vary the Annual Licence Fee and Premium Content charge at any time by giving the Customer at least one month's prior written notice of such variation.
4.1 C4L will provide the Service to the Customer on the terms of this Contract.
4.2 C4L will use reasonable endeavours to provide the Service by the date agreed with the Customer but all dates are estimates and C4L has no liability for any failure to meet any date.
4.3 C4L will provide the Service with the reasonable skill and care of a competent content provider.
4.4 It is technically impracticable to provide a fault-free Service and C4L does not undertake to do so. C4L will however repair any reported faults as soon as it reasonably can.
4.5 Occasionally C4L may:
4.6 With the exception of the Software, the Customer is responsible for providing suitable computer hardware, software and telecommunications equipment and services necessary to access and use the Service. In particular, this Contract does not include the provision of telecommunications services necessary to connect to the Service.
4.7 The Customer is responsible for the acts and omissions of all Authorised Users in connection with the Service and is liable for any failure by any Authorised User to perform or observe the terms and conditions of this Contract, including any instructions issued under clause 4.5.
4.8 C4L reserves the right to vary the Content from time to time by adding, removing or modifying Content as C4L thinks fit, and does not guarantee or warrant that any particular item or items of Content will be available at any given time.
5.1 The Customer must ensure that any equipment connected to or used with the Service is connected and used in accordance with any instructions, safety or security procedures applicable to the use of that equipment.
5.2 The Customer must ensure that any equipment which is attached (directly or indirectly) to the Service is technically compatible with the Service and approved for that purpose under any relevant legislation.
6.1 The Customer in all cases, is responsible for the security and proper use of the Service and must take all necessary steps to ensure that the Service is not used by unauthorised people.
6.2 The Customer must immediately inform C4L if there is any reason to believe that the Service is being or is likely to be used by someone not authorised to use it, or that the Service is being or is likely to be used in an unauthorised way.
6.3 C4L reserves the right to denyaccess to the Service if at any time C4L considers that there is or is likely to be a breach of security.
6.4 The Customer must immediately inform C4L of any changes to the information the Customer supplied when registering for the Service.
7.1 The Service and Premium Content is provided solely for the Customer's own use (including use by Authorised Users) and the Customer will not resell or attempt to resell the Service and Premium Content (or any part or facility of it) to any third party.
7.2 The Content and Premium Content is protected by copyright, trademark and other intellectual property rights, as applicable. The Customer must not and must not permit anyone else to copy, store, adapt, modify, transmit, distribute externally, perform, play or show in public, broadcast or publish any part of the Content or and Premium Content, and the Content and Premium Content may only be used for the Customer's own purposes.
7.3 The Customer is entitled to download and store the Content solely for its own use for the duration of this Contract. At the end of this Contract, the Customer must destroy or erase any Content that has been copied, downloaded or stored during this Contract and, if C4L requires, will confirm in writing to C4L that is has done so.
7.4 If the Customer downloads and stores any Premium Content, the Customer must destroy or erase any Premium Content at the time that the Customer's licence to use such Premium Content ends.
7.5 The Customer is only allowed to use the Service for the purposes of education and must not commercially exploit any Content or and Premium Content to the commercial detriment of C4L or any supplier to C4L of Content.
7.6 C4L cannot warrant or guarantee the accuracy, completeness or appropriateness of Third Party Information which may appear in the Content, nor does C4L, in the normal course, monitor or control such Third Party Information, or any results which may be derived from it. The Customer acknowledges that it is the Customer's responsibility to evaluate the accuracy and completeness of the Content (including any Third Party Information). In particular the Customer acknowledges that it is not entitled to rely on any Content in making any decision and that the Customer's use of the Content (for whatever purpose) is at the Customer's sole risk.
7.7 The Customer acknowledges that there may be additional conditions displayed online relating to particular Content. If the Customer chooses to access such Content those online conditions will also form part of this Contract.
7.8 The Service must not be used:
7.9 If the Customer or anyone else, with or without the Customer's knowledge or approval, uses:
7.10 The Customer must indemnify C4L against any claims or legal proceedings which are brought or threatened against C4L by a third party because:
7.11 C4L reserves the right to deny the Customer access to the Service if at any time C4L considers that there is likely to be a breach of one of the conditions of this Contract.
The Service might contain links to third party Content on the Internet. The Internet is independent of the Service and C4L Online, and use of the Internet is solely at the Customer's risk and subject to all applicable laws. C4L has no responsibility or liability for any information, software, services or other materials obtained by the Customer using the Internet.
9.1 Intellectual property rights in the Content and Software or any documentation supplied by C4L to the Customer are and remain the property of C4L or its licensors.
9.2 The Customer agrees to comply with the terms of any agreements reasonably required by the owner of intellectual property rights in the Content and Software or any documentation relating to the protection of those rights. Subject to the terms of this Contract, C4L grants the Customer a non-exclusive, non-transferable licence to use the Software or documentation to enable the Customer to use the Service.
9.3 The Customer will not, without C4L 's prior written consent, copy or (except as permitted by law) disassemble, decompile, or modify the Software, nor copy the manuals or documentation.
9.4 C4L may offer updates or modifications to the Software or documentation. Any applicable charges for such updates or modifications will be notified to the Customer at the time C4L offers such updates or modifications.
10.1 The parties will keep in confidence any information (whether written or oral) of a confidential nature (including software and manuals) obtained under this Contract and will not disclose that information to any person (other than their employees or professional advisers, or in the case of C4L, their employees or their suppliers who need to know the information) without the written consent of the other party.
10.2 This clause 10 will not apply to:
10.3 This clause 10 will remain in effect for 2 years after the termination of this Contract.
11.1 The charges for the Service will be calculated in accordance with the Charges List and, in relation to Premium Content in accordance with the charges for Premium Content displayed online and in printed form from time to time, in both such cases from the details recorded by or on behalf of C4L. Charges are payable from the date on which the Customer first purchases a licence to use the Service.
11.2 Licence fee charges for the Service and Premium Content charges (as applicable) will be payable annually in advance.
11.3 Unless C4L 's Charges list provides otherwise, all charges for the Service will be invoiced in pounds sterling and are inclusive of Value Added Tax.
12.1 C4L accepts unlimited liability for death or personal injury resulting from its negligence. Clause 12.2 does not apply to such liability.
12.2 C4L is not liable to the Customer, either in contract, tort (including negligence) or otherwise for direct or indirect loss of profits, business or anticipated savings, nor for any indirect or consequential loss or damage or for any destruction of data.
12.3 The Customer accepts that C4L is under no obligation to edit, review or modify Third Party Information and that C4L does not examine the use to which customers put the Service. However, C4L reserves the right to remove any Third Party Information without notice for any reason whatsoever.
12.4 C4L excludes all liability of any kind in respect of:
12.5 C4L is not liable to the Customer either in contract, tort (including negligence) or otherwise for the acts or omissions of other providers of telecommunications or Internet services (including domain name registration authorities) or for faults in or failures of their equipment.
12.6 Each provision of this Contract, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts shall continue to apply.
13.1 If either party is unable to perform any obligation under this Contract because of a matter beyond its reasonable control such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving its employees), or acts of local or central Government or other competent authorities, or events beyond the reasonable control of its suppliers, it will have no liability to the other for that failure to perform.
13.2 If any of the events detailed in clause 13.1 continue for more than 14 days either party may serve notice on the other terminating this Contract, under the terms detailed in Clause 14.
14.1 Either party may terminate this Contract on giving 28 days' notice to the other.
14.2 If the Customer gives notice under clause 14.1 to terminate this Contract, C4L shall be entitled to retain all charges paid by customer.
14.3 Termination by notice under this clause 14 does not avoid any liability for the Service already provided.
15.1 Either party may terminate this Contract or the provision of the Service (in whole or in part) under it without notice if the other:
15.2 If C4L reasonably believes the Customer has breached any of the terms or conditions of this Contract, C4L may suspend the Service (in whole or in part) without prejudice to its right to terminate this Contract. Where the Service is suspended under this clause, the Customer will not be entitled to a refund of any charges already paid.
15.3 If either party delays in acting upon a breach of this Contract that delay will not be regarded as a waiver of that breach. If either party waives a breach of this Contract that waiver is limited to that particular breach.
15.4 If C4L terminates this Contract under clause 15.1, the Customer must pay C4L all charges which are due for the Service under the Contract.
15.5 The Customer will continue to be liable to pay all charges due for the Service and provision of Premium Content during any period in which the Customer fails to comply with this Contract, including for any period when the Service is suspended.
Neither party may assign or transfer any of their rights or obligations under this Contract, without the written consent of the other.
This Contract contains the whole agreement between the parties and supersedes all previous written or oral agreements relating to its subject matter.
Notices given under this Contract must be in writing and delivered by hand, or sent by prepaid post, fax or electronic mail as follows:
C4L can change the terms of this Contract (excluding the charges) at any time on 14 days' notice to the Customer.
This Contract is governed by the law of England and Wales. Disputes arising here from shall be exclusively subject to the jurisdiction of the courts of England and Wales.
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