Business Terms

These Business Terms govern use of Company’s site https://teachermatic.com (“the Site”)

These Terms are an agreement between Innovative Learning Technologies Ltd (“Company”) and you (“Customer”) that governs Customer’s use of Company’s Services (as defined below). By signing up to use the Services, Customer agrees to be bound by these Terms. Customer represents to Company that Customer is of legal age and lawfully able to enter into contracts and, if Customer is entering into these Terms for an entity, that Customer has legal authority to bind that entity. These Terms also incorporate any other guidelines or policies Company may provide (collectively, the “Agreement”).

1. Services

1.1 Use of Services. 

Company grants Customer a non-exclusive right to access and use the Services during the Term (as defined below). This includes the right to use Company’s Artificial Intelligence (AI) Tools and Generators to integrate into Customer’s applications, products, or services (each a “Customer Application”) and to make Customer Applications available to End Users (any user authorised by Customer to use the Services). “Services” means any services for Customers Company has chosen to make and are currently available for purchase or use, along with any of Company’s associated software, tools, developer services, documentation, and websites, but excluding any Third Party Offering. Services include future applications, services, integrations, etc. as provided by Company and its partners.

1.2 Third-Party Offering.

Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Company makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by Customer, with any such third party. Any contract entered into, and any transaction completed via any third-party website is between Customer and the relevant third party, and not Company. Company recommends that Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. Company does not endorse or approve any third-party website nor the content of any of the third-party websites made available via the Services.

1.3 Responsibilities for Customer Account.

Customer must provide accurate and up-to-date account information. Customer is responsible for all activities that occur under Customer’s account, incl. that of End Users (any user authorised by Customer to use the Services). Customer may not make account access credentials available to third parties, share individual login credentials between multiple users on an account, or resell or lease access to Customer’s account. Customer will promptly notify Company if Customer becomes aware of any unauthorised access to or use of Customer’s account or Company’s Services.

2. Restrictions

Customer acknowledges and agrees that Company and/or its licensors own all intellectual property rights in the Site and the Services. Except as expressly stated herein, this Agreement does not grant Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services. Customer only receives rights to use the Services as explicitly granted in this Agreement. Customer will not, and will not permit End Users to:

• use the Services or Customer Content (as defined below) in a manner that violates any applicable laws or these Terms;
• use the Services or Customer Content in a manner that infringes, misappropriates, or otherwise violates any third party’s rights;
• send Company any personal information of children under 13 or below the locally applicable legal age of digital consent or allow minors to use the Services, without consent from their parent or guardian;
• reverse assemble, reverse compile, decompile, translate, engage in model extraction or stealing attacks, or otherwise attempt to discover the source code or underlying components of the Services, algorithms, and systems of the Services (except to the extent these restrictions are contrary to applicable law);
• use Output (as defined below) to develop any artificial intelligence models that compete with the Services and the underlying technology;
• use any method to extract data from the Services other than as permitted; or 
• buy, sell, or transfer any Services or tools from, to or with a third party.
• Customer shall not access, store, distribute or transmit any malicious code, or any material during the course of its use of the Services that:
• is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially orethnically offensive; 
• facilitates illegal activity;
• depicts sexually explicit content;
• promotes unlawful violence;
• is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
• is otherwise illegal or causes damage or injury to any person or property;

and Company reserves the right, without liability or prejudice to its other rights to Customer, to disable Customer’s access to the Service and remove materials that Company deems infringing these Terms.

3. Content

3.1 Customer Content. 

Customer and End Users may provide input to the Services (“Input”) and receive output from the Services based on the Input (“Output”). Input and Output shall collectively be referred to as “Customer Content.” As between Customer and Company, Company does not claim any ownership rights in the Input or the Output. 

3.2 Company’s Obligations for Customer Content. 

Company will process and store Customer Content in accordance with these Terms and Company’s privacy policy. Company will only use Customer Content as necessary to provide Customer with the Services, comply with applicable law, and enforce these Terms. Company’s partners which provide Company with language learning model services may use aggregated, anonymised Customer Content to develop or improve the Services.

3.3 Customer’s Obligations for Customer Content. 

Customer is responsible for all Input, including ensuring that it does not violate any applicable law or these Terms, and represents and warrants that Customer has all rights, licences, and permissions required to provide Input to the Services. Customer is solely responsible for all use of the Output and evaluating the Output for correctness, completeness, accuracy and appropriateness for Customer’s use case, including by but not limited to utilising human review as appropriate. 

3.4 Similarity of Output. 

Customer acknowledges that due to the nature of the Services and artificial intelligence generally, Output may not be unique and other users may receive similar content from the Services. Responses that are requested by and generated for other users are not considered Customer’s Output. 

4. Confidentiality

4.1 Use and Non-disclosure.

“Confidential Information” means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) (‘the Discloser’) to the other party and that party’s Representatives (‘the Recipient’). Recipient agrees it will: 

• only use Discloser’s Confidential Information to exercise its rights and fulfil its obligations under this Agreement, 
• take reasonable measures to protect the Confidential Information, and 
• not disclose the Confidential Information to any third party except as expressly permitted in this Agreement.

4.2 Exceptions.

The provisions in Section 4.1 do not apply to any information that:

•  is or becomes generally available to the public through no fault of Recipient, 
• was in Recipient’s possession or known by it prior to receipt from Discloser, 
• was rightfully disclosed to Recipient without restriction by a third party, or 
• was independently developed without use of Discloser’s Confidential Information. Recipient may disclose Confidential Information only to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those of this Agreement. Recipient will be responsible for any breach of this Section 4 by its employees, contractors, and agents. Recipient may disclose Confidential Information to the extent required by law, provided that Recipient uses reasonable efforts to notify Discloser in advance.

Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

5. Security

5.1 Company’s Security Program. 

The company maintains an information security program designed to: 

• protect the Services and Customer Content against accidental or unlawful loss, access, or disclosure, 
• identify reasonably foreseeable and internal risks to security and unauthorised access, and 
• minimise security risks, including through regular risk assessments and testing. 

6. Privacy

6.1 Personal Data.

If Customer uses the Services to process personal data, Customer represents and warrants that:

• Customer provides legally adequate information to the affected data subjects which is necessary to enable the data subject to assert their rights and to ensure transparent data processing. 
• obtains legally valid consent from the affected data subjects if required for the processing of personal data by the Services,
• processes personal data in accordance with applicable law, if Customer processes “personal data”, understood as information attributable to an identified or identifiable individual or as otherwise defined under applicable data protection laws.

7. Payment; taxes

7.1 Fees and Billing. 

Customer agrees to pay all fees charged to Customer’s account (“Fees”) according to the prices and terms from time to time in force or as otherwise agreed with the Company. Price changes will be effective immediately for all price decreases or changes made for legal reasons. Company may change Company’s prices from time to time. If Company increases its subscription prices, Company will give Customer at least 30 days’ notice and any price increase will take effect on Customer’s next renewal so that Customer can cancel if Customer does not agree to the price increase. Company has the right to correct pricing errors or mistakes even after issuing an invoice or receiving payment. Customer authorises Company and its third-party payment processor(s) to charge the payment method provided on Customer’s account on an agreed-upon periodic basis. Payments are nonrefundable except as provided in this Agreement.

7.3 Taxes.

Fees are exclusive of taxes, which Company will charge as required by applicable law in connection with the Services. Company will use the name and address in Customer’s account as the place of supply for tax purposes. 

7.4 Disputes and Late Payments. 

To dispute an invoice, Customer must contact Company within thirty (30) days of issuance. Overdue undisputed amounts may be subject to additional charges, and Company may suspend the Services immediately after providing written notice of late payment.

8. Term; termination

8.1 Term. 

The term of this Agreement will commence upon the earlier of Customer’s online acceptance of these Terms, the Effective Date of an Order Form, or the date Customer first uses the Services (incl. Customer’s End Users) whether using a paid or a free account, and will remain in effect until terminated pursuant to this Section 8 (“Term”). If Customer purchases a subscription to the Services, the subscription term will automatically renew for successive periods unless either Company or Customer gives the other notice of its intent not to renew. That notice must be given at least thirty days before the start of the next renewal period. 

8.2 Termination. 

Unless Customer purchases Services for a committed duration, Customer may terminate this Agreement at any time by deleting Customer’s account. Both Customer and Company may terminate this Agreement upon written notice:

• if the other party materially breaches this Agreement and does not remedy the breach within thirty (30) days after receiving written notice of the breach or 
• if the other party ceases its business operations or becomes subject to insolvency proceedings. Company may suspend Customer’s or any End User’s access to the Services or terminate this Agreement or any Order Form: 
• if required to do so by law; 
• to prevent a security risk or other credible risk of harm or liability to Company , the Services, or any third party; or 
• for repeated or material violations of any Agreement. Company will use reasonable efforts to notify Customer of any suspension or termination and give Customer the opportunity to resolve the issue prior to suspension or termination. 

8.3 Effect of Termination. 

Termination or expiration will not affect any rights or obligations, including the payment of amounts due, which have accrued under this Agreement up to the date of termination or expiration. Upon termination or expiration of this Agreement, the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms, including confidentiality obligations, limitations of liability, and disclaimers. Upon termination of this Agreement, Company will delete all Customer Content from Company’s systems within 30 days, unless Company is legally required to retain it.

9. Disclaimer

9.2 Disclaimer. 

The Services are provided “as is” and Company and its affiliates and licensors hereby disclaim all warranties, express or implied, including all implied warranties of merchantability, fitness for a particular purpose and title, noninfringement, or quiet enjoyment, and any warranties arising out of course of dealing or trade usage. Despite anything to the contrary, Company makes no representations or warranties:

• that use of the Services will be uninterrupted, error free, or secure, 
• that defects will be corrected, 
• that Customer Content will be accurate, or
• with respect to Third Party Offerings.

10. Indemnification

10.1 Customer agrees to indemnify, defend, and hold Company, its directors and its affiliates and licensors harmless against any liabilities, damages, and costs (including legal fees) payable to a third party arising out of a third-party claim related to:

• use of the Services in violation of this Agreement, 
• Customer Applications (if any), or 
• Input.

11. Limitation of Liability

11.1 Except as expressly and specifically provided in this agreement:

• Customer assumes sole responsibility for results obtained from the use of the Services by Customer, and for conclusions drawn from such use. Company shall have no liability for any damage caused by errors or omissions in any Customer Content, data, information, instructions or scripts provided to Company by Customer in connection with the Services, or any actions taken by Company at Customer’s direction;
• 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
• the Services are provided to Customer on an “as is” basis.

11.2Nothing in this agreement excludes the liability of Company:

• for death or personal injury caused by the Supplier’s negligence; or
• for fraud or fraudulent misrepresentation.

11.3Subject to clause 11.1 and clause 11.2:

• Company shall have no liability for any loss of profits, loss of business, wasted expenditure, 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. 

11.4References to liability in this clause 11 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

11.5Nothing in this agreement excludes the liability of Customer for any breach, infringement or misappropriation of the Intellectual Property Rights of Company and/or its licensors.

Company limits all liability to the maximum extent allowed under any applicable law in respect of the use of the site or the Services or for any representation or warranty implied or given under these Terms.

12. Modifications to these Terms

12.1 Updates. 

Company may update these Terms by providing Customer with reasonable notice, including by posting the update on Company’s website. If, in Company’s sole judgement, an update materially impacts Customer’s rights or obligations, Company will provide at least 30 days’ notice before the update goes into effect, unless the update is necessary for Company to comply with applicable law, in which case Company will provide Customer with as much notice as reasonably possible. Any other updates will be effective on the date Company posts the updated Terms. Customer’s continued use of, or access to, the Services after an update goes into effect will constitute acceptance of the update. If Customer does not agree with an update, Customer may stop using the Services or terminate this Agreement under Section 8.2 (Termination). 

13. Miscellaneous

13.1 Headings. 

Headings in these Terms are inserted solely for convenience and are not intended to affect the meaning or interpretation of these Terms.

13.2 Entire Agreement. 

This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter. 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. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement. Nothing in this clause shall limit or exclude any liability for fraud.

13.3 No partnership or Agency. 

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, 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).

13.4 Third Party Rights. 

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

13.5 Neither party shall be in breach of this agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. 

13.6 Assignment.

Customer shall not, without the prior written consent of Company, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement. Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement. 

13.7 Notices. 

All notices will be in writing. Company may provide Customer notice using the registration information or the email address associated with Customer’s account. Service will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post. Company only accepts service if delivered by hand or by pre-paid first class post or other next working day delivery service at Company’s registered office unless otherwise agreed between Company and Customer.

13.8 Severability. 

If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this agreement is deemed deleted under this clause the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

13.9 Governing Law. 

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 interpreted in accordance with the law of England and Wales

13.10 Jurisdiction.

Each party irrevocably agrees that the courts of England and Wales 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).