Platform Terms & Conditions of Use

PLEASE READ THE TERMS SET OUT BELOW AND YOUR ATTENTION IS SPECIFICALLY DRAWN TO CLAUSES 10 (INDEMNITY) AND 11 (LIMITATION OF LIABILITY). These Platform Terms and Conditions of Use (the “ Terms ”) are a legally binding agreement between Innovative Learning Technologies Ltd whose registered address is at 16 Great Queen Street, Covent Garden, London, United Kingdom, WC2B 5AH with company number: 14440128 (“ Company ”, “ us ” or “ we ” ) and you (“ Customer ” or “ you ”), that grant you the right to use and access the “TeacherMatic” platform and services which provide artificial intelligence tools and generators for teachers and educational organisations, including any updates, patches or fixes made available by the Company from time to time (the “ Services ”) and subject to the Terms below. By clicking “ REGISTER ” in the Registration Form, Customer agrees to and accepts the Terms, at which point a legally-binding contract between the Company and the Customer will come into existence (a “ Contract ”) which shall be binding on you and your Authorised Users when accessing or using the services. THESE TERMS ARE FOR BUSINESS-TO-BUSINESS ENGAGEMENTS ONLY AND ARE NOT TO BE ENTERED INTO BY CONSUMERS. YOU SHOULD ONLY CLICK ‘ACCEPT’ IF YOU ARE USING THE SERVICES FOR PURPOSES OF YOUR TRADE, BUSINESS, CRAFT OR PROFESSION.

Services

1. 1. Use of Services.
      1. Subject to your compliance with these Terms and payment of the Fees, the Company grants to the Customer a limited, non-exclusive, non-transferable, non-sublicensable (other than as permitted under clause 1.1.2) right to access and use the Services during the Term, exclusively for use within classrooms and other teaching environments.
      2. If you are an organisation that has purchased access to the Services for the access of Authorised Users (as set out in the Registration Form), the rights granted at clause 1.1.1 include a right for you to grant sub-licences to the Authorised Users, subject to these Terms.
      3. If you have purchased access to the Services as an individual account user (and not on behalf of an organisation or company), the rights granted at clause 1.1.1 are personal to you and you shall not at any time attempt to transfer or sublicence such rights or allow any unauthorised third parties to access the Services.
   2. Third-Party Software.

Third Party Software supplied as part of, or in addition to, the Services shall be subject to any additional terms and conditions notified to you. You agree to comply with any terms and conditions relating to such Third Party Software.

1. 1. Third-Party Content.
      1. The 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 and Company’s liability is respect of such use of Third Party Content shall be as set out in clause 3.5 below.
   2. 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, including but not limited to the activities of the Authorised Users (if applicable).

1. Authorised Users and Acceptable Use.
   1. Customer (and if applicable any Authorised Users) must only use the Services subject to and in accordance with the Acceptable Use Policy, as set out in Schedule 2 of these Terms. Company may, without any liability or prejudice to its other rights under these Terms or otherwise, exercise its rights as set out in clause 9.4 in relation to any breach by Customer thereof.
   2. Where applicable, you shall ensure that only Authorised Users use the Services and ensure that Authorised Users are, at all times while they have access to the Services, the employees or contractors of the Customer.
   3. The number of Authorised Users shall be limited as set out in the Registration Form and you shall ensure that Authorised User accounts are not shared or used by more than one individual at the same time. Should you wish to add more Authorised Users to your account, contact us using the contact details available here: info@teachermatic.com.

Limitations on use

1. You shall:
   2. at all times, use the Services in accordance with these Terms and all applicable laws;
   3. not use the Services in any manner that that infringes, misappropriates, or otherwise violates any third party’s rights (including but not limited to Intellectual Property Rights);
   4. not send to us any personal information of any children (persons under the age of 18) or allow minors to use the Services;
   5. not use the Services for the purposes of generating Output (defined below) for publication, distribution or dissemination in any form to the general public or to other organisations;
   6. if applicable, be liable for the acts and omissions of the Authorised Users as if they were the acts or omissions of you;
   7. not provide access to (or permit access by) anyone other than you, and if applicable, only provide Authorised Users with access to the Services via the Site and shall not provide access to (or permit access by) anyone other than an Authorised User;
   8. if applicable, procure that each Authorised User is aware of, and complies with, the obligations and restrictions imposed on you under these Terms and the Acceptable Use Policy;
   9. not 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);
   10. not use the Services to develop any artificial intelligence models or any other services that compete with the Company;
   11. if applicable, procure that each Authorised User shall keep confidential and not share with any third party their password or access details for any of the Services;
   12. not resell, lease or otherwise distribute access to the Services other than as set out in these Terms;
   13. promptly notify the Company if the Customer becomes aware of any unauthorised access to or use of Customer’s account or the Services; and
   14. not access, store, distribute or transmit any malicious code, or any material during the course of using the Services that:
       2. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
       3. facilitates illegal activity;
       4. depicts sexually explicit content;
       5. promotes unlawful violence;
       6. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
       7. is otherwise illegal or causes damage or injury to any person or property.
2. If in the reasonable opinion of the Company, the Customer breaches any of the terms set out in clause 2.1 above, the Company may, without any liability or prejudice to its other rights under these Terms or otherwise, to suspend or terminate, with immediate effect, the Customer’s or any Authorised User’s access to the Services without notice.

Intellectual Property Rights and Content

3. Customer acknowledges and agrees that Company and/or its licensors own all Intellectual Property Rights in the Site and the Services, excluding any Third Party Content. Except as expressly stated in these Terms (including under clause 1.1), these Terms do not grant the Customer any rights to, under or in, any Intellectual Property Rights or other proprietary material, or any other rights or licences in respect of the Services.
4. Customer Content. The Customer (and, where applicable, the Authorised Users) may input their own materials during the course of their use of 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 Customer Content.
5. Company’s use of Customer Content. The Company may use the Customer Content as necessary to provide the Customer with the Services, comply with applicable law, and provide, maintain, develop and improve our Services to the Customer. This may involve sharing Customer Content with trusted partners involved in delivering our language learning model services. You hereby grant the Company a fully paid-up, royalty-free, worldwide, sub-licensable, perpetual, irrevocable licence to use the Customer Content for the duration of the use of the Services, solely for the operation and maintenance of the Service as contractually required.
6. Company does not use Customer Content outside the provision of Services . Company does not use Customer Content for commercial purposes other than in connection with the Company’s provision of the Services to you (and as set out in clause 3.3). For the avoidance of doubt, except as required under clause 3.3 above, Company does not use Customer Content to train general-purpose AI models or allow any third parties to do the same, without prior written consent of Customer.
7. Third Party Content. During Customer’s use of the Services, Customer may decide to access and use Third Party Content via the Services. All such access and use of Third Party Content shall be governed by separate terms and conditions agreed between Customer and the relevant third party. Company gives no representations, warranties or guarantees in respect of any Third Party Content that is made available during Customer’s use of the Services and, subject to clause 11.2, Company hereby excludes all liability arising therefrom. To the extent any Output generated by Customer’s use of the Services incorporates, is derived from or relates to any Third Party Content, Customer shall be solely responsible for ensuring its use of such Output is in accordance with the licence granted by the relevant third party to Customer. Company shall not be responsible for any breach by Customer of licence terms relating to Third Party Content, including arising out of Customer’s use of the Services.
8. Feedback . The Company may use any feedback and suggestions for improvement relating to the Services provided by the Customer or any Authorised User without charge or limitation (“ Feedback ”). The Customer hereby assigns (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Company at the time such Feedback is first provided to the Company.
9. Customer’s Responsibility for Input. Customer is responsible for all Input and its use of Third Party Content, 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 and any Third Party Content to the Services.
10. 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.
11. Accuracy of Output. Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve the Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of our Services may in some situations result in Output that does not accurately reflect facts or is sometimes inaccurate. When you use the Services, you understand and agree:
    3. the Output may not always be accurate. You should not rely on Output from our Services as a sole source of factual information, or as a substitute for professional advice;
    4. you must evaluate all Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services; and
    5. the Services may provide incomplete or incorrect, Output that does not represent the Company’s views.

Changes to the Services and these Terms

4. We may at our absolute discretion make, and notify you of, updated versions of these Terms or the Acceptable Use Policy (“New Versions”) from time to time by notifying you of such update by e-mail (together with a copy of the update or a link to a copy of the update) or by any other means which we elect.
5. New Versions will replace the preceding version of the same document(s) for the purposes of these Terms from the date specified in the notice given under clause 4.1 above. Where no date is specified, the New Version shall replace the preceding version the next Business Day following the notice.
6. You acknowledge that we are entitled to modify the features and functionality of the Services. We will use reasonable endeavours to ensure that any such modification does not materially adversely affect your use of the relevant Service(s), but we shall not be liable for any losses suffered by you or your Authorised Users in connection with any changes to our Services.

Warranty

5. Subject to clause 5.5 below, we warrant that:
   5. each the Service will operate materially in accordance with its description when used in accordance with the Terms and the Acceptable Use Policy under normal use and normal circumstances during the Term; and
   6. we will provide each of the Services with reasonable care and skill.
6. If you receive any Update of the Services under these Terms, such Update will be covered under the warranty at clause 5.1.
7. If there is a breach of the warranty in clause 5.1, provided that you notify us without delay in writing to our technical support team at support@teachermatic.com and provide sufficient information to enable us to reproduce any errors, we will, at our option:
   5. use reasonable endeavours to correct the errors in the Services within a reasonable time; or
   6. terminate your use of the Services in which case you may be entitled to a refund.
8. To the maximum extent permitted by law, clause 5.3 sets out the Customer’s sole and exclusive remedy (however arising, whether in contract, negligence or otherwise) for any breach of any of the warranties in clause 5.1.
9. The warranty in clause 5.1 is subject to the Customer complying with its obligations under, and using the Services in accordance with, these Terms and the Acceptable Use Policy and is also subject to the limitations and exclusions set out in clause 11. In addition, the warranty shall not apply to the extent that any error in the Services arises as a result of:
   5. incorrect access or use of the Services by the Customer (or, if applicable, any Authorised User), including any failure to follow any instructions set out on the Site;
   6. access to or use of the Services other than for the purposes for which it is intended;
   7. modification or alteration of the Services without our written consent;
   8. the limitations inherent in the type of technology employed in Services, as described in clause 3.9;
   9. access or use of the Services with other software or on equipment with which it is incompatible;
   10. any act by any third party (including hacking or the introduction of any virus or malicious code);
   11. attempted repair, rectification or maintenance by any person other than the Company or a third party authorised by the Company;
   12. any breach of these Terms by the Customer (or by any Authorised User);
   13. failure to notify us of any error within a reasonable period of time of it first occurring; or
   14. failure to use and install the latest version of an operating system or internet browser as instructed by us.
10. You acknowledge and accept that the Service are provided “as is” and that we do not give any warranty or representation and do not accept any liability (howsoever arising whether under contract, tort, in negligence or otherwise) in relation to:
    5. the Services meeting the Customer’s individual needs or business requirements, whether or not such needs or requirements have been communicated to us;
    6. the Services operating in a manner which is uninterrupted or free from errors or defects; or
    7. the Services being compatible with any third-party software other than the Third Party Software or with any particular hardware.
11. Other than as set out in this clause 5, and subject to clause 11.2, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose, reasonable care and skill or ability to achieve a particular result are excluded to the fullest extent permitted by applicable law.
12. We shall use reasonable endeavours to notify you in advance of scheduled maintenance but you acknowledge that you may receive no advance notification for downtime caused by a Force Majeure Event or for other emergency maintenance.
13. You acknowledge that any technical support services provided by us shall not include:
    5. any services, systems or equipment required to access the internet (and that you are solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by it in connection with use of the Services); or
    6. dedicated data back up or disaster recovery facilities (and the Customer should ensure it at all times maintains backups of all Customer Content).

Confidentiality

6. Each party agrees it shall:
   6. only use the other’s Confidential Information to exercise its rights and fulfil its obligations under these Terms;
   7. take reasonable measures to protect the Confidential Information, and
   8. not disclose the Confidential Information to any third party except as expressly permitted in under these Terms.
7. The provisions in clause 6.1 shall not apply to any information that:
   6. is or becomes generally available to the public through no fault of a receiving party;
   7. was in Recipient’s possession or known by it prior to receipt from a disclosing party;
   8. was rightfully disclosed to a receiving party without restriction by a third party;
   9. was independently developed without use of disclosing party Confidential Information; and
   10. is required by law, by a court of competent jurisdiction, or governmental or regulatory order to be disclosed.
8. Each party may disclose Confidential Information only to its employees, contractors, and agents in the case of the Customer the Authorised Users, and in the case of Company, any Resellers who require access to such Confidential Information as is necessary for complying these Terms and who are bound by confidentiality obligations at least as restrictive as those of this clause. For the avoidance of doubt, the party receiving such Confidential Information will be responsible for any breach of this clause by its employees, contractors, and agents.

Privacy

1. Personal Data that you or any Authorised Users provide to us during onboarding is processed in accordance our group privacy policy, available here: teachermatic.com/privacy-policy.
2. Customer acknowledges that the Services are not intended to be used for the processing (which includes any input, sharing, storage, modification or transfer) of personal data and that Customer shall not input personal data when using the Services. The Services do not include or provide for the processing of personal data by the Company on behalf of Customer and as such the Company shall not be a processor as defined under the data protection legislation in the UK. Notwithstanding clause 11.3, you shall indemnify and keep indemnified the Company in accordance with clause 10.1 for any breach of this clause.

Payment and Fees

8. In the event that a Reseller places an order and submits a Registration Form to Company on Customer’s behalf, only clause 8.9 in this clause 8 shall apply to Customer.
9. 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 in writing with the Company.
10. The Fees will be charged in advance either on a monthly or annual basis in accordance with the payment term selected by the Customer (via the Registration Form). The Company will charge the Fees to the credit/debit card, the details of which the Customer shall provide to the Company in the Sign-up Form. Should the card/debit card details change, the Customer shall provide such updated details to the Company as soon as possible and in any event before the next billing date.
11. Company may change Company’s prices from time to time. Price changes will be effective immediately for all price decreases or changes made for legal reasons. If Company increases the 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.
12. 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 these Terms.
13. If the Customer fails to make any payment in accordance with these Terms, and without prejudice to any other rights and remedies of the Company:
    8. may, without liability to the Customer, suspend your access to the Services while any amounts concerned remain unpaid; and
    9. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 5% over the then current base lending rate of the Bank of England from time to time (and at 5% when that rate is below 0%), commencing on the due date and continuing until fully paid, whether before or after judgment.
14. All Fees are exclusive of VAT and any other 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.
15. To dispute any payment of Fees, Customer must contact Company within thirty (30) days of the relevant invoice being issued.
16. Agreements with Resellers. The following shall apply in respect of Customers that place orders to purchase access to the Services via a Reseller:
    1. Customer may authorise a Reseller to submit a Registration Form to the Company and accept these Terms on Customer’s behalf. Resellers are not agents of Company and are not authorised to enter into any agreement with Customer on behalf of Company. Resellers are not authorised to make any promises or commitments on Company’s behalf, and Company shall have no obligation to Customer other than specifically set forth and agreed to in these Terms.
    2. If Customer orders to purchase access to the Services via a Reseller, the Reseller will set the applicable pricing and payment terms for such orders and access to the Services, and Customer will pay such amounts due to the Reseller and not to Company.
    3. Customer hereby consents to Company and Reseller sharing information in relation to Customer’s purchase, sign-up, use and administration of the Services for purposes of provisioning, administering, and supporting (if applicable) the Services.
    4. Company is entitled to suspend or terminate Customer’s rights to access and use the Services, if Company is notified by Reseller of Customer’s failure to pay any amounts due to Reseller with respect to Customer’s subscription to the Services; provided that, if Customer properly pays Reseller but Reseller fails to make any requisite payments to Company, such failure shall not affect the validity or enforceability of Company’s obligations hereunder, nor shall it affect the validity of any access and use right which is subject to this Contract. Customer consents to this suspension and termination right and acknowledges and agrees that Company shall have no liability to Customer of any kind with respect to any such suspension or termination. Customer’s sole recourse with respect to any such suspension or termination shall be against Reseller only.

Term and termination

9. The term of this Contract will commence upon the Commencement Date and will remain in effect until terminated pursuant to this clause 9 (“Term”).
10. At the end of any given Subscription Period, the Term will automatically renew for successive periods of the same length unless either Company or Customer agree otherwise or gives the other written notice to terminate this Contract, such notice to be given at least thirty (30) days before the start of the following renewal period. Any termination under this clause shall not entitle the Customer to any refund of Fees already paid and the Customer shall continue to have access to the Services throughout the notice and until the end of the then current Subscription Period, at the end of which this Contract shall terminate.
11. Either the Customer or the Company may terminate a Contract upon written notice to the other if:
    9. the other party materially breaches these Terms and, if remediable, does not remedy the breach within thirty (30) days after receiving written notice of the breach; or
    10. the other party ceases its business operations or becomes subject to insolvency proceedings.
12. Company may suspend Customer’s or any Authorised User’s access to the Services or terminate a Contract if:
    9. the Customer fails to pay any Fees on the due date and such amount remains unpaid for more than 10 Business Days after you have received a notification that the payment is overdue;
    10. required to do so by law;
    11. the Customer or any Authorised User is in breach of the Acceptable Use Policy;
    12. required to prevent a security risk or other credible risk of harm or liability to Company, the Services, or any third party,

provided that the Company will use reasonable efforts to notify Customer of any suspension or termination.

9. Termination or expiration will not affect any rights or obligations, including the payment of amounts due, which have accrued under this Contract up to the date of termination or expiration.
10. Upon termination or expiration of this Contract (for any reason):
    9. the licences and rights granted by the Company shall terminate and your access to the Service shall cease immediately;
    10. Company will delete all Customer Content from Company’s systems within 30 days, unless Company is legally required to retain it; and
    11. 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.

Indemnity

1. Customer agrees to indemnify, defend, and hold Company, its directors and its affiliates and licensors harmless from and against any losses, claims, liabilities, damages, costs (including legal and other professional fees) and expenses incurred by the Company payable to a third party arising out of or in connection with any third-party claims related to the Customer’s or any Authorised Users’ use of the Services in violation of these Terms, any agreement with a Reseller or arising from Customer’s use of any Input.
2. This clause 10 shall survive termination (for any reason) or expiry of a Contract.

Limitation of Liability

1. Except as expressly and specifically provided in these Terms, the 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.
2. Nothing in these Terms excludes the liability of either party in respect of the following:
   11. for death or personal injury caused by the Company’s negligence;
   12. for fraud or fraudulent misrepresentation; or
   13. any other losses which cannot be excluded or limited by applicable law.
3. Subject to clause 11.2 and 11.4, the Company’s total aggregate liability howsoever arising under or in connection with a Contract shall not exceed the greater of:
   11. an amount equal to the Fees paid to the Company by the Customer in the 12 months immediately preceding the incident first giving rise to any claim under a Contract; or
   12. £3,000.
4. Subject to clause 11.2, the Company shall have no liability for any of the following (whether direct or indirect):
   11. loss of profits;
   12. loss or revenue;
   13. loss of business;
   14. wasted expenditure;
   15. depletion or loss of goodwill;
   16. loss or corruption of data or information;
   17. loss of savings, discount or rebate (whether actual or anticipated); or
   18. any special or consequential losses, costs, damages, charges or expenses.
5. References 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.
6. Nothing 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.
7. This clause 11 shall survive termination of expiry of a Contract.

Notices

12. Any notice given by a party under these Terms shall be:
    12. in writing and in English; and
    13. sent to the relevant party at the addresses set out in clause 12.3.
13. Notices may be given, and are deemed received:
    12. by hand: on receipt of a signature at the time of delivery;
    13. by Royal Mail post: at 9.00 am on the second Business Day after posting;
    14. by email: on the following Business Day after the day in which the notice was sent.
14. Notices sent to the Company shall be sent to:

The postal address and email address supplied by you to us via the RegistrationForm.

Miscellaneous

13. Force Majeure. Each party shall have no liability to the other party under this Contract if it is prevented from or delayed in performing its obligations under this Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving its own workforce or that of any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, epidemic or pandemic, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors (“ Force Majeure Event ”), provided that the other party is notified of any such Force Majeure Event and its expected duration. In the event that a party is prevented from performing its obligations for in excess of 1 month due to a Force Majeure Event, the non-affected party may terminate this Contract with immediate effect by giving written notice to the affected party.
14. Entire Agreement . These Terms constitute 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 Contract 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 these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms. Nothing in this clause shall limit or exclude any liability for fraud.
15. 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).
16. 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 a Contract.
17. Assignment . The Customer shall not, without the prior written consent of the 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. The 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.
18. No waiver . If the Company does not insist that you perform any of your obligations under these Terms or a Contract, or if we do not enforce our rights against you, or if the Company delays in doing so, that will not mean that the Company has waived its rights against you or that you do not have to comply with those obligations. If the Company waives any rights, it will only do so in writing, and that will not mean that the Company will automatically waive any right related to any later default by you.
19. 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.
20. 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
21. 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).

Schedule 1 – Definitions and Interpretation

Authorised Users	means, in respect of the relevant Service, the named users being employees, or contractors of the Customer and/or Customer group companies authorised by you to use such Services in accordance with the terms of this Contract;
Acceptable Use Policy	means the terms that apply to the Authorised Users’ use of the Services as set out in Schedule 2 and as updated from time to time;
Business Day	means a day other than a Saturday, Sunday or bank or public holiday in England;
Commencement Date	means the date on which you click to accept these Terms and a Contract is formed;
Confidential Information	means all information that is proprietary or confidential to the parties and is either clear labelled as such or ought reasonably to be regarded as such;
Contract	means, together, these Terms, the Acceptable Use Policy and any policies referred to in either these Terms or the Acceptable Use Policy;
Feedback	has the meaning given to it at clause 3.5;
Fees	means the fees payable by the Customer to the Company in consideration of the grant of rights to use and access the Services as set out at teachermatic.com/pricing ;
Force Majeure Event	has the meaning given to it at clause 13.1;
Intellectual Property Rights	means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case: whether registered or not; including any applications to protect or register such rights; including all renewals and extensions of such rights or applications; whether vested, contingent or future; and wherever existing;
New Versions	has the meaning given to it at clause 4.1;
Reseller	means an entity that has entered into an agreement with Company that, among other things, authorises the entity to resell the Services;
Services	means the services provided by the Company via the TeacherMatic platform on the Site and as further described at the beginning of these Terms;
Site	means the website of the Company currently located at teachermatic.com or as amended from time to time;
Registration Form	means the form filled out by Customer and each Authorised User when signing up to purchase and use the Services via the Site or via a Reseller;
Subscription Period	periods of either 30 days or 1 year (as instructed by Customer) commencing on the date on which the Customer first pays the Fees to the Company and repeating thereafter;
Territory	means the UK;
Term	has the meaning given to it at clause 9.1;
Third Party Content	means any third party content made available to Customer during its use of the Services provided subject to the terms and conditions of such relevant third party;
Third Party Software	means any third party software made available to Customer in connection with the provisions of the Services;
Update	means a software maintenance update, patch or bug-fix; and
VAT	means United Kingdom value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom.

2. In these Terms:
   1. headings are included for convenience only and shall have no effect on interpretation;
   2. a reference to a ‘party’ includes that party’s successors and permitted assigns;
   3. a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
   4. words in the singular include the plural and vice versa;
   5. any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; and
   6. a reference to any legislation or legislative provision is a reference to it as amended, extended, re-enacted or consolidated from time to time.
3. Any obligation of the Company under this Contract to comply or ensure compliance by any person or the Services with any law shall be limited to compliance only with laws within the Territory as generally applicable to businesses and to providers of software as a service solutions. Such obligations shall not be construed to create any obligation on the Company (or anyone acting on its behalf) or any part of the Services to comply with any laws or regulations which apply solely to specific commercial or other activities (such as insurance, legal advice or banking or other professional services) or which apply solely to a specific commercial or non-commercial sector (or part thereof) (such as the public, legal, accountancy, actuarial, insurance, banking or financial service sectors).