Subscription Service Terms

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE SUBSCRIBING TO A SERVICE

 

1. SUBSCRIPTION SERVICE TERMS
1.1. These subscription service terms (the "Subscription Service Terms") tell you information about us and the legal terms and conditions on which we provide you with a web-based subscription service to access:
1.1.1 the content available on our website http:/www.bettergovernor.co.uk (the "Website"); and/or
1.1.2 our mobile applications, which either currently exist or which are developed at a future date, and which we make available for download from the Website or a relevant application store (each, an "Application"),

including any documentation and/or relevant courses (referred to individually as a "Subscription Service" or together as the "Subscription Services"), as further set out in clause 4 below.
1.2. Please read the Terms carefully and make sure that you understand them, before ordering any Subscription Service from the Website. Please note that before placing an order you will be asked to agree to the Terms. If you refuse to accept the Terms, you will not be able to order any Subscription Services.
1.3. References to "you" in these Subscription Service Terms are (where applicable):
1.3.1 to a consumer, as the individual purchasing the Subscription Services in accordance with these Subscription Service Terms; and
1.3.2 to a business, as the company purchasing the Subscription Services in accordance with these Subscription Service Terms.
1.4. You should print a copy of the Terms or save them to your computer for future reference.
1.5. We amend these Subscription Service Terms from time to time as set out in clause 9. Every time you wish to order a Subscription Service, please check the Terms to ensure you understand the terms which will apply at that time.
2. OTHER APPLICABLE TERMS
2.1. Access to the Website will at all times be subject to the Website Terms of Use and the documents referred to within it.
2.2. Where you purchase any Subscription Services, these Subscription Service Terms will apply in addition to the following terms:
2.2.1 our website terms of use http://bettergovernor.co.uk/terms-of-use (the "Website Terms of Use"), which set out the terms on which you may access and use the Website;
2.2.2 our privacy policy http://www.babcock-education.co.uk/4S/content.asp?did=437 (the "Privacy Policy"), which sets out the terms on which we process any personal data we collect from you, or that you provide to us;
2.2.3 our acceptable use policy http://www.babcock-education.co.uk/4S/content.asp?did=438 (the "Acceptable Use Policy"), which sets out the permitted uses and prohibited uses of the Subscription Service; and
2.2.4 our Applications end user licence agreement ("Applications EULA") which sets out the licence terms under which we provide Applications to you,

where these Subscription Service Terms and each of the additional terms referenced above shall be collectively referred to as the "Terms").
3. INFORMATION ABOUT US
3.1. We operate the Website. We are Babcock 4S Limited, a company registered in England and Wales under company number 04889149 and with our registered office at 33 Wigmore Street, London, W1U 1QX ("we", "us" or "our", as the context requires). Our main trading address is Bay Tree Avenue, Kingston Road, Leatherhead, Surrey, KT22 7UE. Our VAT number is GB209751990.
3.2. Contacting us if you are a consumer
3.2.1 If you wish to contact us for any reason, including because you have any complaint, you can contact us by telephoning our customer service team at 0800 073 4444 ext 834344 or by emailing us at customercare@babcockinternational.com.
3.2.2 If we have to contact you or give you notice in writing, we will do so by email or by pre-paid post to the address you provide to us in your order.

where these Subscription Service Terms and each of the additional terms referenced above shall be collectively referred to as the "Terms").
3.3. Contacting us if you are a business
You may contact us by telephoning our customer service team at 0800 073 4444 ext 834344 or by emailing us at customercare@babcockinternational.com. If you wish to give us formal notice of any matter in accordance with these Subscription Service Terms, please see clause 21.3.
4. OUR SUBSCRIPTION SERVICES
4.1. Our Subscription Services include:
4.1.1 access to the Website, which is accessible free of charge for use by any consumer wishing to develop themselves in their role, or for any business wishing to access information provided by us;
4.1.2 a pay-as-you-go premium subscription service that provides access to exclusive material in addition to that available for free on the Website (the premium content); and
4.1.3 access to the Applications, in accordance with the applicable Applications EULA.

where the premium content Subscription and access to the Applications shall be collectively referred to as the "Chargeable Subscription Services").
4.2. Subject to the Terms, and to payment in accordance with clauses 11 and 12 of these Subscription Service Terms with regard to any Chargeable Subscription Services, if you are a consumer, we grant to you a non-exclusive, non-transferable right to use the Subscription Services solely for improving your development within your role, or if subscribed by a business then we grant you the same rights to permit your employed staff to use the Services for non-commercial purposes.
5. HOW WE USE YOUR PERSONAL INFORMATION
We only use your personal information in accordance with our Website Terms of Use, the Data Protection Act 1988
6. IF YOU ARE A CONSUMER SUBSCRIBER
6.1. If you are a consumer, you may only order a Chargeable Subscription Service if you are at least 18 years old.
6.2. Subject to clause 11, you undertake that you:
6.2.1 are the only individual that has access to use the Chargeable Subscription Service;
6.2.2 shall not allow any Chargeable Subscription Service to be used by anyone but yourself; and
6.2.3 shall keep a secure password for your use of the Chargeable Subscription Service, which shall be changed no less frequently than quarterly, which you shall keep confidential.
7. IF YOU ARE A BUSINESS SUBSCRIBER
7.1. If you a business subscriber, you confirm that you have authority to bind the business on whose behalf you are purchasing the Chargeable Subscription Service.
7.2. Subject to clause 11, you undertake that:
7.2.1 the maximum number of users that you authorise to access and use the Chargeable Subscription Service will not exceed the number of user subscriptions you have purchased from time to time;
7.2.2 you will not allow any Chargeable Subscription Service account to be used by anyone but the intended user;
7.2.3 each Chargeable Subscription Service made available to the business' employed staff, in accordance with these Subscription Service Terms, will keep a secure password for their use of the Subscription Service, which shall be changed no less frequently than quarterly and that each user shall keep their password confidential;
7.2.4 you will maintain a written, up to date list of current users and provide such list to us within five working days of our written request at any time or times;
7.2.5 you will permit us or our appointed representative to audit the Chargeable Subscriptions Service in order to establish the name and password of each user. Such audit may be conducted no more than once per quarter, at our expense, and this right will be exercised with reasonable prior notice, in such a manner as to minimise, in so far as reasonably practicable, with your day-to-day operation;
7.2.6 if any of the audits referred to in clause 7.2.5 reveal that any password has been provided to any individual who is not an authorised user, then without prejudice our other rights or remedies, you will promptly disable such passwords and we will not issue any new passwords to any such individual; and
7.2.7 if any of the audits referred to in clause 7.2.5 reveal that the educational institution has underpaid subscription fees to us, then without prejudice to our other rights or remedies, you will pay to us an amount equal to such underpayment as calculated in accordance with the prices referred to in clause 11 within 10 working days of the date of the relevant audit.
7.3. The Terms and any document expressly referred to in them constitutes the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
7.4. You acknowledge that in agreeing to these Subscription Service Terms you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Subscription Service Terms, or any document expressly referred to in them.
7.5. You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Subscription Service Terms.
8. HOW THESE SUBSCRIPTION SERVICE TERMS APPLY
The Website will guide you through the steps you need to take to order the Chargeable Subscription Services. On purchasing the Chargeable Subscription Services, you will be deemed to have accepted these Subscription Service Terms which will apply automatically on acceptance of them. If we are unable to supply you with any Chargeable Subscription Service, for example due to a technical error or because of an error in the price on the Website, we will inform you of this by email and we will not process your order. If you have already paid for the Chargeable Subscription Service, we will refund you the full amount as soon as possible.
9. OUR RIGHT TO VARY THESE SUBSCRIPTION SERVICE TERMS
9.1. We amend these Subscription Service Terms from time to time.
9.2. Every time you order Chargeable Subscription Services from us, the Terms in force at the time of your order will apply between you and us.
9.3. We may revise these Subscription Service Terms as they apply to your order from time to time to reflect the following circumstances:
9.3.1 changes in relevant laws and regulatory requirements; and/or
9.3.2 change in price of the Chargeable Subscription Service; and/or
9.3.3 any other changes to the Subscription Services offered.
9.4. If we revise these Subscription Service Terms as they apply to your Subscription Services, we will contact you to give you reasonable advance notice of the changes and let you know how to cancel the affected Subscription Service(s) if you are not happy with the changes. You may cancel only the part of the Subscription Service which is affected by the changes. On cancellation we will arrange a pro rata refund of the price of the current subscription period that you have paid for from the date of receiving notification from us to the end of current the subscription period, be it the initial term purchased ("Initial Subscription Term") or any subsequent renewal period ("Renewal Period").
10. NO RIGHT OF CANCELLATION
Subject to clause 8 and 9.4, you expressly accept and agree that you have immediate access to the Chargeable Subscription Services, which means that you do not have any right of cancellation for any Chargeable Subscription Service because they are delivered immediately to you.
11. PRICE OF SUBSCRIPTIONS
11.1. The prices and period of use of the Chargeable Subscription Services will be as stated on the Website or any other medium through which the Services are being provided at the time you place your order.
11.2. You agree to provide us with valid, up-to-date and complete debit/credit card details including up to date and complete contact and billing details and authorise us to bill such debit/credit card for the Initial Subscription Term or any Renewal Period.
11.3. Prices for our Chargeable Subscription Service may change from time to time. If the price of the Chargeable Subscription Services do change, you will be notified in accordance with clause 9.4.
11.4. The price of Chargeable Subscription Service includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being.
12. HOW TO PAY
12.1. You can pay for your Chargeable Subscription Service using a debit card or credit card or any other method specified on the Website. Further details are contained on the Website or on any other medium through which the Service is being provided.
12.2. All payments will be due immediately on placing the order. Once payment has been made, you will have immediate access to the Chargeable Subscription Service.
13. NO WARRANTY
13.1. We endeavour to provide the best service possible, however, you agree that the Subscription Services are provided to you on an "as is", "as available" and "where is" basis with no warranty of implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights. To the extent permitted by law, we do not provide any warranties against viruses, spyware, or malware that may installed on any electronic device. Neither we, our licensors not suppliers can guarantee, expressly or by implication, that the service or its contents will meet your requirements and expectation or that the Subscription Services will be available without interruption, or be fast, secure or error-free.
13.2. You are solely responsible for your internet connection. We are not at any time responsible for you not being able to download or otherwise access the Subscription Services. Subscription Services which are downloaded or otherwise obtained through the Website are available at your own risk and we are not responsible for any damage to your electronic device, or loss of data that occurs as a result of downloading or use of such Subscription Services.
14. AVAILABILITY
14.1. We do not guarantee that the use of the Subscription Service will be uninterrupted or faultless. The Subscription Service may from time to time be completely or partially unavailable upon carrying out backup copying, maintenance, improvements, security updates or the like. We will, to the extent possible, inform you of any planned interruptions.
15. CONFIDENTIALITY
15.1. Each party may be given access to information that is proprietary or confidential ("Confidential Information") from the other party in order to perform its obligations under these Subscription Service Terms. A party's Confidential Information shall not be deemed to include information that:
15.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
15.1.2 was in the other party's lawful possession before the disclosure;
15.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
15.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or
15.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
15.2. Each party shall hold the other's Confidential Information in confidence and, unless required by law, 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 these Subscription Service Terms.
15.3. 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 these Subscription Service Terms.
15.4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
15.5. You acknowledges that details of the Services constitute our Confidential Information.
15.6. We acknowledges that any data inputted by you, or if you are a business, your staff, for the purpose of using the Services is Confidential Information belonging to you.
15.7. This clause 15 shall survive termination of these Subscription Service Terms, however arising.
15.8. No party shall make, or permit any person to make, any public announcement concerning these Subscription Service Terms without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
16. INDEMNITY
16.1. You 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 Subscription Services, provided that:
16.1.1 you are given prompt notice of any such claim;
16.1.2 we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
16.1.3 you are given sole authority to defend or settle the claim.
16.2. We will defend you, or where you are a business, your officers, directors and employees, against any claim that the Subscription Services infringe any United Kingdom patent effective as of when these Subscription Service Terms apply to you, copyright, trade mark, database right or right of confidentiality, and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:
16.2.1 we are given prompt notice of any such claim;
16.2.2 you provide reasonable co-operation to us in the defence and settlement of such claim, at our expense; and
16.2.3 we are given sole authority to defend or settle the claim.
16.3. In the defence or settlement of any claim, we may procure the right for you to continue using the Subscription Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate these Subscription Service Terms on 2 working days' notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.
16.4. In no event shall we be liable to you to the extent that the alleged infringement is based on:
16.4.1 a modification of the Subscription Services by anyone other than us; or
16.4.2 your use of the Subscription Services in a manner contrary to the instructions given to you by us; or
16.4.3 your use use of the Subscription Services after notice of the alleged or actual infringement from us or any appropriate authority.
16.5. The foregoing and clauses 17.5 and 18.5 states your sole and exclusive rights and remedies, and our (including our employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
17. OUR LIABILITY IF YOU ARE AN EDUCATIONAL INSTITUTION OR BUSINESS
17.1. This clause 17 only applies if you are a business customer.
17.2. We only supply the Subscription Services for internal use by your business and for the benefit of your employed staff, and you agree not to use the Subscription Service for any resale purposes. You further agree that you are entirely responsible for all acts and omissions of the use of the Subscription Service by your staff as further stated in the Website Terms of Use.
17.3. Nothing in these Subscription Service Terms limits or excludes our liability for:
17.3.1 death or personal injury caused by our negligence;
17.3.2 fraud or fraudulent misrepresentation;
17.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
17.3.4 defective products under the Consumer Protection Act 1987.
17.4. Subject to clause 17.3, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Subscription Service for:
17.4.1 any loss of profits, sales, business, or revenue;
17.4.2 loss or corruption of data, information or software;
17.4.3 loss of business opportunity;
17.4.4 loss of anticipated savings;
17.4.5 loss of goodwill; or
17.4.6 any indirect or consequential loss.
17.5. Subject to clause 17.3, our total liability to you in respect of all losses arising under or in connection with the subscription service terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of any Subscription Service referred to in clause 11.
17.6. Except as expressly stated in these Subscription Service Terms, we do not give any representation, warranties or undertakings in relation to the Subscription Services. Any representation, condition or warranty which might be implied or incorporated into these Subscription Service Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Subscription Services are suitable for your purposes.
18. OUR LIABILITY IF YOU ARE A CONSUMER
18.1. This clause 18 only applies if you are a consumer.
18.2. If we fail to comply with these Subscription Service Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Subscription Service Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into this contract.
18.3. We only supply the Subscription Services for private use for you to develop in your role. You agree not to use the Subscription Services for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
18.4. We do not in any way exclude or limit our liability for:
18.4.1 death or personal injury caused by our negligence;
18.4.2 fraud or fraudulent misrepresentation;
18.4.3 any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
18.4.4 any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and
18.4.5 defective products under the Consumer Protection Act 1987.
18.5. Subject to clause 18.4, our total liability to you in respect of all losses arising under or in connection with the subscription service terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of any Subscription referred to in clause 11.
18.6. Except as expressly stated in these Subscription Service Terms, we do not give any representation, warranties or undertakings in relation to the Subscription Services. Any representation, condition or warranty which might be implied or incorporated into these subscription service terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Subscription Services are suitable for your purposes.
19. TERM AND TERMINATION
19.1. These Subscription Service Terms shall commence on the date that you purchase any Chargeable Subscription Service and unless otherwise terminated will continue for the Initial Subscription Term or any Renewal Period, as applicable (the "Subscription Term").
19.2. The Chargeable Subscription Services will terminate on expiry of the Subscription Term.
19.3. Without affecting any other right or remedy available to it, we may terminate these Subscription Service Terms with immediate effect by giving written notice to you if:
19.3.1 you commit a material breach of any term of these Subscription Service Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of seven days after being notified in writing to do so; or
19.3.2 you repeatedly breach any of these Subscription Service Terms in such a manner as to reasonably justify the opinion that your conduct is inconsistent with it having the intention or ability to give effect to these Subscription Service Terms.
19.4. On termination of these Subscription Service Terms for any reason:
19.4.1 all licences granted under this agreement shall immediately terminate;
19.4.2 you will make no further use of any Subscription Services, including any Subscription Service material which has been downloaded;
19.4.3 we will destroy or otherwise dispose of any data in relation to you in our possession; and
19.4.4 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 these Subscription Service Terms which existed at or before the date of termination shall not be affected or prejudiced.
19.5. Termination of these Subscription Service Terms in accordance with this clause 19 is without prejudice to the applicability of the Website Terms of Use and the documents referred to within it, which shall remain in force and apply as long as any of our Subscription Services are used.
20. EVENTS OUTSIDE OUR CONTROL
20.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Subscription Service Terms that is caused by an Event Outside Our Control.
20.2. An "Event Outside Our Control" means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
20.3. If an Event Outside Our Control takes place that affects the performance of our obligations under these Subscription Service Terms:
20.3.1 we will contact you as soon as reasonably possible to notify you; and
20.3.2 our obligations under these Subscription Service Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Subscription Services to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
21. COMMUNICATIONS BETWEEN US
21.1. When we refer, in these Subscription Service Terms, to "in writing", this will include email.
21.2. If you are a consumer you may contact us as described in clause 3.2.
21.3. If you are a business:
21.3.1 any notice or other communication given by you to us, or by us to you, under or in connection with these Subscription Service Terms shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or email;
21.3.2 a notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; if sent by pre-paid first class post or other next working day delivery service, at 9.00am on the second working day after posting or if sent by email, one working day after transmission;
21.3.3 in proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee;
21.3.4 the provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
22. OTHER IMPORTANT TERMS
22.1. We may transfer our rights and obligations under these Subscription Service Terms to another organisation, but this will not affect your rights or our obligations under these Subscription Service Terms.
22.2. You may only transfer your rights or your obligations under these Subscription Service Terms to another person if we agree in writing.
22.3. These Subscription Service Terms apply between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
22.4. Each of the clauses of theses Subscription Service Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
22.5. If we fail to insist that you perform any of your obligations under these Subscription Service Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
22.6. These Subscription Service Terms are governed by English law whose courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims).