Terms of Service
Please read these Terms of Service carefully before registering for a chargeable subscription to use the Services offered on this website, operated by Languagenut Limited, with its registered office at Projects The Lanes, Nile House, Nile Street, Brighton, England, company number insert 07401600, VAT number 983 9715 59.
In this Agreement, the following capitalised words shall have the following meanings:
|“Authorised User”||means your employees, agents, consultant or independent contractors or students who have been expressly authorised by you to receive a password in order to access the Services online;|
|“Confidential Information”||means any and all information in whatsoever form relating to our business, prospective business, finances, technical processes, computer software (both source code and object code), Intellectual Property Rights or finances, or compilations of two or more items of such information, whether or not each individual item is in itself confidential, which comes into our possession by virtue of its entry into this Agreement or provision of the Services, and which we regard, or could reasonably be expected to regard, as confidential and any and all information which has been or may be derived or obtained from any such information and includes all Content;|
|“Consequential Loss”||means pure economic loss, special loss, losses incurred by any third party, losses arising from business interruption, loss of business revenue, goodwill or anticipated savings, losses whether or not occurring in the normal course of business, costs of procuring substitute goods or product(s) or wasted management or staff time;|
|“Content”||means all information or materials made available to you via the Services;|
|“DPA”||means our data processing agreement published at www.languagenut.com/en-gb/data-processing-agreement as amended from time to time;|
|“Effective Date”||means the date on which we send you a confirmation invoice, confirming your order of the Services and providing you with login details;|
|“Feedback”||means feedback, innovations or suggestions created by the you or Authorised Users regarding the attributes, performance or features of the Services;|
|“Fees”||means the fees set out in the confirmation invoice sent to you;|
|“Force Majeure”||means anything outside the reasonable control of a party, including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, pandemic, epidemic, quarantine restriction, labour dispute, labour shortage, power shortage, including without limitation where we cease to be entitled to access the Internet for whatever reason, transportation embargo, failure or delay in transportation, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency;|
|“Initial Term”||means a period of 12 months starting on the Effective Date;|
|“Intellectual Property Rights”||means all copyrights, patents, utility models, trademarks, service marks, registered designs, moral rights, design rights (whether registered or unregistered), technical information, know-how, database rights, semiconductor topography rights, business names and logos, computer data, generic rights, proprietary information rights and all other similar proprietary rights (and all applications and rights to apply for registration or protection of any of the foregoing) as may exist anywhere in the world;|
|“Operating Rules”||means any of our rules or protocols, in whatever form that affect your access to or use of the Services, and made available to you by us from time to time to;|
|“Renewal Term”||means a period of 12 months;|
|“Services”||means the software applications services, ordered online by the you and set out in the confirmation invoice sent to you which are made available to you in accordance with any Operating Rules and including any computer software programmes and, if appropriate, Updates thereto;|
|“Statistical Data”||means aggregated, anonymised data derived from you or any user’s use of the Services which does not include any personal data;|
|“Term”||means the Initial Term plus any Renewal Terms together;|
|“Terms and Conditions”||means these terms of service published at www.languagenut.com/en-gb/terms/ as amended from time to time;|
|“Updates”||means any new or updated applications services or tools (including any computer software programmes) made available by us during the Term as part of the Services.|
|“we”, “us” or “our”||means Languagenut Limited;|
|“you” or “you”||means the company or person who completes the online registration form for use of the Services;|
- Provision of the Services
2.1 You engage us and we agree to provide the Services to you in accordance with terms of this Agreement from the Effective Date for the Term.
2.2 Access to the Services is only provided to you on condition that either you pay the Fee (if you are an individual member) or you are an Authorised User of an institution that has paid the Fee. We have no obligation under no obligation to provide to access to the Services until the Fee has been paid.
2.3 We will endeavour to ensure that the Services are available 24 hours a day, excluding any scheduled maintenance carried out to the Services.
2.4 We shall provide customer support services from Monday to Friday (excluding any national holidays in the UK) to you by telephone or email from 8 am – 5 pm (UK times) for the purpose of assisting you in maintaining your access to the Services.2.3 Access to the Services is subject to payment of all Fees owed under this Agreement.
2.5 It is your responsibility to ensure that login details are passed on to the relevant person at your school or library to gain access to the Services.
3.1 Subject to payment of the Fees, you are granted a non-exclusive and non-transferable licence to permit Authorised Users to use the Services (including any associated software, Content, Intellectual Property Rights and Confidential Information) from the Effective Date during the Term for your internal business operations. Such licence permits you and Authorised Users to make cache copies of software or other information necessary for your to receive the Services via the Internet. Where open source software is used as part of the Services, this software will be subject to the terms of the applicable open source licences. No additional implied rights are granted beyond those specifically mentioned in this clause 3.1.
3.2 No right to modify, adapt, or translate the Services or create derivative works from the Services is granted to you . Nothing in this Agreement shall be construed to mean, by inference or otherwise, that you have any right to obtain source code for the software comprised within the Services. Disassembly, decompilation or reverse engineering and other source code derivation of the software comprised within the Services is prohibited. Unless otherwise specified in this Agreement, the Services are provided and may be used solely by you as part of your website/desktop architecture. Except as specifically stated in this Agreement, you may not: (i) lease, loan, resell or otherwise distribute the Services save as permitted in writing by us; (ii) use the Services to provide ancillary services related to the Services; or (iii) permit access to or use of the Services by or on behalf of any third party.
3.3 Unless otherwise specified in this Agreement, the Services are provided and may be used solely by you and Authorised Users. You may not: (i) lease, loan, resell, assign, licence, distribute or otherwise permit access to the Services; or (ii) use the Services to provide ancillary services related to the Services; or (iii) except as permitted in this Agreement, permit access to or use of the Services by or on behalf of any third party.
3.4 We may suspend access to the Services, or portion thereof, at any time, if in our sole reasonable discretion, the integrity or security of the Services is in danger of being compromised by your acts or those of Authorised Users. Where possible, we shall give you 24 hours written notice, before suspending access to the Services, giving specific details of our reasons.
- Authorised Users
4.1 Your subscription to the Services is for a single school/home or institution only. We do not permit you to share your user name and password for use in multiple schools or institutions. If you have purchased a home licence then this is for home only and not to be used in school or an institution.
4.2 Where we allow you to register on behalf of several users within one organisation, we refer to you as a group user, (“Group User”). Any of your Authorised Users who makes use of the Services via this licence shall, subject to the terms of this Agreement, be entitled to continue using the Services as an independent user following termination of that Authorised User’s connection with a Group User, including having access to the information and programs created during the course of that Authorised Users employment with or connection through the Group User. Each Group User hereby irrevocably agrees to permit such continued access to a leaving Authorised User. A Group User shall have no liability for the leaving Authorised User’s continued use of the Services, following our receipt of a written notice informing us that the individual concerned is no longer connected to the Group User.
- Passwords and Security
5.1 You are responsible for any and all activities that occur under your account and via your passwords. You will immediately notify us if you become aware of any unauthorised use of an account or password or breach of any breach of security becomes known to you. We shall have no liability for any loss or damage arising from your failure to comply with these requirements.
5.2 We may suspend access to the Services, or portion thereof, at any time, if in our sole reasonable discretion, the integrity or security of the Services is in danger of being compromised by acts of you or Authorised Users. Where possible we shall give you prior notice before suspending access to the Services.
5.3 You (and Authorised Users) shall maintain reasonable security measures (as may change over time) covering, without limitation, confidentiality, authenticity and integrity to ensure that the access to the Services granted under this Agreement is limited as set out under this Agreement. In particular you and Authorised Users shall treat any identification, password or username or other security device for use of the Services with due diligence and care and take all necessary steps to ensure that they are kept confidential, secure and are used properly and are not disclosed to unauthorised persons. Any breach of the above shall be immediately notified to us in writing. You shall be liable for any breach of this Agreement by an Authorised User.
- Intellectual Property Rights
6.1 All Intellectual Property Rights and title to the Services and Content (save to the extent these incorporate any third party owned item) shall remain with us and/or its licensors and subcontractors. No interest or ownership in the Services, the Intellectual Property Rights, Content or otherwise is transferred to you under this Agreement. Nothing in this Agreement shall be construed to mean, by inference or otherwise, that you have any right to obtain source code for the software comprised within the Services.
6.2 You grants us a perpetual, non-exclusive, transferable, royalty free, worldwide licence to use any information that you upload to the Services, (excluding your personal data).
6.3 You are not allowed to remove any proprietary marks or copyright notices from the Services.
6.4 You assign all rights, title, and interest in any Feedback to us. If for any reason such assignment is ineffective, you shall grant us a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and licence to use, reproduce, disclose, sub-licence, distribute, modify, and exploit such Feedback without restriction.
6.5 We may take and maintain technical precautions to protect the Services from improper or unauthorised use, distribution or copying.
7.1 This Agreement shall commence on the Effective Date for the Initial Term. At the expiry of the Initial Term, this Agreement will automatically renew for Renewal Terms and continue until either party terminates the Agreement by giving the other at least 90 days’ notice in writing prior to a Renewal Term. Neither party may terminate the Agreement without cause during the Initial Term.
- Fees, Invoicing and Payment
8.1 We shall invoice the Fees annually in advance from the Effective Date. All Fees exclude any Value Added Tax legally payable on the date of the invoice, which shall be paid by you in addition, where applicable.
8.2 Fees for your subscription are calculated annually on the anniversary of the Effective Date (unless otherwise stated).
8.3 You undertake that all details provided for the purpose of obtaining the Services will be correct and that any credit card details used are your own and that there are sufficient funds or credit facilities to cover the Fees and that it is your responsibility to update us of any changes to your contact information (including your email address) via email@example.com.
8.4 Fees are payable on the date of each invoice by such method of payment as we request.
8.5 We are under no obligation to provide access to the Services until Fees are paid.
8.6 Where payment of any Fee is not received when due 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 remains unpaid.
8.7 We shall be entitled to charge interest on overdue Fees at the applicable statutory rate.
8.8 We reserve the right to recover any costs and reasonable legal fees it incurs in recovering overdue payments.
- Confidential Information
9.1 You may use Confidential Information only for the purposes of this Agreement. You must keep confidential all Confidential Information disclosed to you, except where the recipient of Confidential Information is required to disclose the Confidential Information by law to any regulatory, governmental or other authority with relevant powers to which either party is subject.
9.2 You may disclose Confidential Information to those of your employees and agents who have a need to know the Confidential Information for the purposes of this Agreement but only if the employee or agent is bound by confidentiality undertakings equivalent to those set out in this Agreement.
9.3 You agree to destroy or return all documents and other materials containing Confidential Information immediately upon completion of the Services or termination or expiry of this Agreement.
9.4 The obligations of confidentiality under this Agreement do not extend to information that: (i) was rightfully in your possession before the negotiations leading to this Agreement; (ii) is, or after the Effective Date, becomes public knowledge (otherwise than as a result of a breach of this Agreement); or (iii) is lawfully disclosed to you by a third party without restriction on disclosure; or (iv) is independently developed by you, which independent development can be shown by written evidence; or (v) is required by law to be disclosed.
9.5 If you are required to disclose any Confidential Information pursuant to clause 9.4(v) you shall, where lawfully permitted to do so: (i) promptly consult with and take into account any comments from us prior to making any disclosure; and (ii) work us to ensure that any exemptions or other legitimate means of preventing disclosure or limiting disclosure are used to the fullest extent possible.
9.6 You may print and download Content for your own use on the following basis: (i) no documents or related graphics are modified in any way; (ii) no graphics are used separately from accompanying text; and (iii) our copyright and trademark notices and this permission notice appear in all copies of Content. If you breach any terms of this clause 9.6, your permission to use the Services automatically terminates and you must immediately destroy any downloaded or printed Content and remove any such Content from other electronically held systems including other websites. Other than permitted in this clause 9.6, no part of the Content may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without our prior written permission.
9.7 Other than any personal data that you provide to us when using the Services and save where we require you to provide specific authorisation within the Services for the use of information or material you provide, any material you transmit or post in the Services will be considered non-confidential and non-proprietary. We have no obligations with respect to such material. We, our agents and other users of the Services will be free to copy, disclose, distribute, incorporate and otherwise use such material and all data images, sounds, text and other things embodied therein for any and all commercial or non-commercial purposes, as will other users subject to the provisions of clause 9.6.
9.8 We may require the removal of any material, in whole or in part, uploaded to the Services where such material is, in our view, likely to fall within the provisions of clause 9.9, or which may cause damage to our reputation. We therefore reserve the right to edit and/or remove, in whole or in part, any material uploaded to the Services without notice.
9.9 You are prohibited from posting or transmitting to or from the Services any material: (i) that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; (ii) for which you have not obtained all necessary licences; or (iii) which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in the UK or any other country in the world; or (iv) which is technically harmful (including without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
9.10 You may not misuse the Services (including without limitation by hacking).
9.11 We will fully co-operate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone posting any material in breach of clauses 9.9 and 9.10.
9.12 We, and our officers, directors, employees, shareholders, or agents do not accept any liability for the use made by you of any Content.
- Data Protection
10.1 Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements.
10.2 To the extent that personal data is processed when you or Authorised Users use the Services, the parties acknowledge that we are a data processor and you are a data controller and the parties shall comply with their respective obligations under applicable data protection law and the terms of the DPA.
10.4 If a third party alleges infringement of its data protection rights, we shall be entitled to take measures necessary to prevent the infringement of a third party’s rights from continuing.
11.1 Each party warrants and represents that: (i) it has full corporate power and authority to enter into this Agreement and to perform the obligations required hereunder; (ii) the execution and performance of its obligations under this Agreement does not violate or conflict with the terms of any other agreement to which it is a party and is in accordance with any applicable laws; and (iii) it shall respect all applicable laws and regulations, governmental orders and court orders, which relate to this Agreement.
11.2 We warrant to you that: (i) we have the right to license the Services: (ii) the Services shall be performed with reasonable skill and care and in a professional manner in accordance with good industry practice; (iii) that use of the Services will not infringe the Intellectual Property Rights of any third party. The foregoing warranties shall not: (a) cover deficiencies or damages relating to any third-party components not furnished by us; or (b) any third party provided connectivity necessary for the provision or use of the Services. In the event of a breach of the warranties under this clause 11.2, we shall have no liability or obligations to you other than to reimburse the Fees for the Services.
11.3 No warranty is made regarding the results of usage of the Services or that the functionality of the Services will meet the requirements of you or that the Services will operate uninterrupted or error free. This clause shall survive the termination of this Agreement.
11.4 You acknowledges that Services should not be used for high-risk applications where precise locations or features on maps are essential to you.
11.5 All Content provided via the Services, is provided “as is” and we do not warrant the accuracy and completeness of the Content contained within the Services, or the authenticity of data images, sounds, text and other things which are uploaded to the Services by third parties. We may make changes to the Content or to the products and prices described in the Services at any time without notice. The Content in the Services may be out of date, and we make no commitment to update Content. The Content of the Services should only be used for information purposes, and you should not rely on it to make or refrain from making any decision or take or refrain from taking any action. We provide no warranties in relation to Content and shall have no liability whatsoever to you for its use or reliance upon any Content.
11.6 You warrant that you rightfully own the necessary user rights, copyrights and ancillary copyrights and permits required for you to fulfil your obligations under this Agreement.
11.7 You shall ensure that your network and systems comply with the relevant Operating Rules provided by us from time to time and that it is solely responsible for procuring and maintaining its 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.
11.8 Except as expressly stated in this Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose), are hereby excluded to the fullest extent permitted by law.
12.1 Neither party excludes or limits its liability for: (i) fraud; (ii) death or personal injury caused by any negligent act or omission in connection with the provision or use of the Services; (iii) wilful misconduct; or (iv) anything which cannot lawfully be limited or excluded by applicable law.
12.2 Neither party shall be liable for any Consequential Loss arising out of or related to this Agreement or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, even if the party was advised of the possibility of such damages.
12.3 Subject to clauses 12.1 to 12.3 inclusive the total liability of us to you in aggregate (whether in contract, tort or otherwise) for any and all claims relating to or arising under this Agreement or based upon any claim for indemnity or contribution shall be limited to the total Fees (excluding all taxes) paid by you to us during the 12 month period prior to the date on which any such claim arose. If the duration of the Agreement has been less than 12 months, such shorter period shall apply.
12.4 Subject to clause 4.2, you shall be liable for any breaches of this Agreement caused by the acts, omissions or negligence of any Authorised Users who access the Services as if such acts, omissions, or negligence had been committed by you.
12.5 The parties acknowledge and agree that in entering into this Agreement, each had recourse to its own skill and judgement and have not relied on any representation made by the other, their employees or agents.
13.1. You agree to fully indemnify, defend and hold us, and our officers, directors, employees, agents and suppliers, harmless on demand, from and against all claims, liability, damages, fines, losses, costs and expenses, including reasonable legal fees, arising out of: (i) any breach of a third party’s rights caused by you (or where you are a Group User, by any Authorised User’s) use of the Services in breach of the terms of this Agreement; or (ii) any other liabilities arising out of your or an Authorised User’s use of the Services; or (ii) use by any third party accessing the Services using your logins or passwords.
- Links to and from other websites
14.1. We are not responsible for the content of any websites linked to the Services. We provide these links solely for convenience. If you use these links, you leave our Website. We have not reviewed all of these third-party websites and do not control and are not responsible for these websites or their content or availability. We therefore do not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third-party websites linked to the Services, you do so entirely at your own risk.
14.2 If you would like to link to our Services you may do so on the basis that you link to, but do not replicate, the home page of our Website and subject to the following conditions: (i) you do not remove, distort, or otherwise alter the size or appearance of our logos; (ii) you do not create a frame or any other browser or border environment around our Website; (iii) you do not in any way imply that we are endorsing any products or services other than our own; (iv) you do not misrepresent your relationship with us nor present any other false information about us; (iv) you do not otherwise use any Languagenut.com trademarks displayed on the Website, without express written permission from us; (v) you do not link from a website that is not owned by you; and (vi) your website does not contain content that is distasteful, offensive or controversial, infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations.
14.3 We expressly reserve the right to revoke the rights granted in clause 14.2 for any breach of this Agreement and reserve the right to take any action that we deem appropriate for such breach.
15.1 We may immediately terminate this Agreement or the provision of any Services provided pursuant to this Agreement if: (i) you have used or permitted the use of the Services other than in accordance with this Agreement; or (ii) we are prohibited under applicable law, or otherwise from providing the Services.
15.2 Either party shall be entitled to terminate this Agreement on written notice to the other party if the other party: (i) goes into voluntary or involuntary liquidation (otherwise than for the purpose of a solvent reconstruction or amalgamation) or has a receiver or administrator or similar person appointed or is unable to pay its debts within the meaning of s268 Insolvency Act 1986 or ceases or threatens to cease to carry on business or if any event occurs which is analogous to any of the foregoing in another jurisdiction; or (ii) commits a material breach of any term of this Agreement which, if capable of remedy, is not remedied within five (5) Business Days of receipt of a written notice specifying the breach and requiring it to be remedied; or (iii) is prevented by Force Majeure from fulfilling its obligations for more than twenty eight (28) days.
15.3 Upon termination of this Agreement we shall immediately cease providing the Services to you and all licences granted hereunder shall terminate. No Fees already paid shall be refunded if the Agreement is terminated prior to the end of the Term.
15.4 At your option and following receipt of a request from you, we shall delete (in accordance with the terms of the DPA) or return all personal data stored in our database in its then current format, free of charge, provided that such request is made within 30 days of termination. If you require any personal data to be returned in a different format we reserve the right to charge for this additional service on a time and materials basis.
15.5 Termination of this Agreement for whatever reason shall not affect the accrued rights of the parties. All clauses which by their nature should continue after termination shall, for the avoidance of doubt, survive the expiration or sooner termination of this Agreement and shall remain in force and effect.
No party may assign or transfer its rights under this Agreement without the prior written consent of the other party, such consent shall not be unreasonably withheld, however we shall be entitled to assign the Agreement to: (i) any company in our group of companies; or (ii) any entity that purchases our shares or assets as the result of a merger, takeover or similar event.
- Force Majeure
If a party is wholly or partially prevented by Force Majeure from complying with its obligations under this Agreement, then that party’s obligation to perform in accordance with this Agreement will be suspended. As soon as practicable after an event of Force Majeure arises, the party affected by Force Majeure must notify the other party of the extent to which the notifying party is unable to perform its obligations under this Agreement. If the Force Majeure event lasts for more than 28 days, the non-defaulting party may terminate this Agreement with immediate effect without penalty.
18.1 The parties are independent contractors and nothing in this Agreement will be construed as creating an employer-employee relationship.
18.2 Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the provision of the Services is intended to be enforceable by a third party under the Contracts (Rights of Third Parties) Act 1999, or any similar legislation in any applicable jurisdiction.
18.3 Should a provision of this Agreement be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions.
18.4 This Agreement constitutes the whole agreement and understanding between the parties and supersedes all prior agreements, representations, negotiations, and discussions between the parties relating to the subject matter thereof.
18.6 Amendments to, or notices to be sent under this Agreement, shall be in writing and shall be deemed to have been duly given if sent by registered post to a party at the address given for that party in this Agreement. Notwithstanding the aforesaid, we may change or modify the terms of this Agreement upon giving you 30 days notice via email to the email address used for billing purposes. All changes shall be deemed to have been accepted by you unless you terminate the Agreement prior to the expiry of the 30-day period.
18.5 This Agreement shall be governed by the laws of England and Wales. The courts of England shall have exclusive jurisdiction for the settlement of all disputes arising under this Agreement.