Schoolshape Terms & Conditions

 

 

Welcome to Schoolshape!

 

1.    Your relationship with Schoolshape

 

 

1.1    Your use of Schoolshape' products, software, services and web sites (referred to as "Schoolshape Examination Entry or Subscription Services" in this document) is subject to the terms of a legal agreement between you and Schoolshape. "Schoolshape" means Rhythm Dreams Limited trading as "Schoolshape" whose principal place of business is at La Garenne, Le Catillon, Grouville, Jersey JE3 9UR. This document explains how the agreement is made up, and sets out some of the terms of that agreement.

 

 

1.2    Unless otherwise agreed in writing with Schoolshape, your agreement with Schoolshape will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as "the Terms"

 

 

1.3 The Terms form a legally binding agreement between you and Schoolshape in relation to your use of Schoolshape Examination Entry or Subscription Services. It is important that you take the time to read them carefully.

 

 

 

2.    Accepting the Terms

 

 

2.1    In order to use Schoolshape Examination Entry or Subscription Services, you must first agree to the Terms. You may not use Schoolshape Examination Entry or Subscription Services if you do not accept the Terms.

 

 

2.2    You can accept the Terms by:

 

(A)    clicking to accept or agree to the Terms, where this option is made available to you by Schoolshape in the user interface for any Service; or

 

(B)    by actually using Schoolshape Examination Entry or Subscription Services. In this case, you understand and agree that Schoolshape will treat your use of Schoolshape Examination Entry or Subscription Services as acceptance of the Terms from that point onwards.

 

 

2.3    You may not use Schoolshape Examination Entry or Subscription Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Schoolshape, or (b) you are a person barred from receiving Schoolshape Examination Entry or Subscription Services under the laws of the Island of Jersey or other countries including the country in which you are resident or from which you use Schoolshape Examination Entry or Subscription Services.

 

 

2.4    Before you continue, you should print off or save a local copy of the Terms for your records.

 

 

 

3.    Language of the Terms

 

 

3.1    Where Schoolshape has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with Schoolshape.

 

 

3.2    If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.

 

 

 

4.     Provision of Schoolshape Examination Entry or Subscription Services by Schoolshape

 

 

4.1    Schoolshape has subsidiaries and affiliated legal entities around the world ("Subsidiaries and Affiliates". Sometimes, these companies will be providing Schoolshape Examination Entry or Subscription Services to you on behalf of Schoolshape itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide Schoolshape Examination Entry or Subscription Services to you.

 

 

4.2    Schoolshape is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of Schoolshape Examination Entry or Subscription Services which Schoolshape provides may change from time to time without prior notice to you.

 

 

4.3   You acknowledge and agree that while Schoolshape may not currently have set a fixed upper limit on the number of transmissions you may send or receive through Schoolshape Examination Entry or Subscription Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by Schoolshape at any time, at Schoolshape' discretion.

 

 

 

5.    Use of Schoolshape Examination Entry or Subscription Services by you

 

 

5.1    In order to access Schoolshape Examination Entry or Subscription Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process, or as part of your continued use of Schoolshape Examination Entry or Subscription Services. You agree that any registration information you give to Schoolshape will always be accurate, correct and up to date.

 

 

5.2    You agree to use Schoolshape Examination Entry or Subscription Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the Island of Jersey or other relevant countries).

 

 

5.3    You agree not to access (or attempt to access) any of Schoolshape Examination Entry or Subscription Services by any means other than through the interface that is provided by Schoolshape, unless you have been specifically allowed to do so in a separate agreement with Schoolshape. You specifically agree not to access (or attempt to access) any of Schoolshape Examination Entry or Subscription Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on Schoolshape Examination Entry or Subscription Services.

 

 

5.4    You agree that you will not engage in any activity that interferes with or disrupts Schoolshape Examination Entry or Subscription Services (or the servers and networks which are connected to Schoolshape Examination Entry or Subscription Services).

 

 

5.5    Unless you have been specifically permitted to do so in a separate agreement with Schoolshape, you agree that you will not reproduce, duplicate, copy, sell, trade or resell Schoolshape Examination Entry or Subscription Services for any purpose.

 

 

5.6   You agree that you are solely responsible for (and that Schoolshape has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Schoolshape may suffer) of any such breach.

 

 

 

6.Multi-user provisions

 

 

 

6.1 Only your employees, students and others, each as authorised by both us and you shall be entitled to access and use the Schoolshape Examination Entry or Subscription Services ("Authorised Users")

 

 

6.2 You must ensure that each person having access to the Schoolshape Examination Entry or Subscription Services:

 

 

 

(a) is an Authorised User; and

 

 

(b) is using those Schoolshape Examination Entry or Subscription Services only in accordance with the Terms.

 

 

 

7.    Your passwords and account security

 

 

7.1    You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access Schoolshape Examination Entry or Subscription Services.

 

 

7.2    Accordingly, you agree that you will be solely responsible to Schoolshape for all activities that occur under your account.

 

 

7.3    If you become aware of any unauthorized use of your password or of your account, you agree to notify Schoolshape immediately at info@schoolshape.com

 

 

 

8.    Privacy and your personal information

 

 

8.1    For information about Schoolshape' data protection practices, please read Schoolshape' privacy statement at www.schoolshape.com. This statement explains how Schoolshape treats your personal information, and protects your privacy, when you use Schoolshape Examination Entry or Subscription Services.

 

 

8.2    You agree to the use of your data in accordance with Schoolshape's privacy statement.

 

 

 

9.    Content in Schoolshape Examination Entry or Subscription Services

 

 

You agree that you are solely responsible for (and that Schoolshape has no responsibility to you or to any third party for) any Content that you create, transmit or display while using Schoolshape Examination Entry or Subscription Services and for the consequences of your actions (including any loss or damage which Schoolshape may suffer) by doing so.

 

 

 

10. Payment 

 

 

10.1   If paying online, your credit/debit card will be debited when you click "Submit Order". You will then be entitled to use the Schoolshape Examination Entry / Schoolshape Language Lab service for which you have paid.

 

 

10.2   If paying online using credit/debit card, you will be entitled to use the Schoolshape Examination Entry / Schoolshape Language Lab service as soon as Schoolshape receives payment confirmation from your card issuer. If you are not using your own credit/debit card to pay for the Schoolshape service, you must ask the permission of the credit/debit card holder before entering the payment details. By clicking "Submit" you are confirming that you have obtained the express prior permission of the credit/debit card holder.

 

 

10.3   If paying by bank transfer, you will be entitled to use the Schoolshape Examination Entry / Schoolshape Language Lab service as soon as Schoolshape receives payment confirmation from HSBC

 

 

10.4   If paying by cheque, you will be entitled to use the Schoolshape Examination Entry / Schoolshape Language Lab service as soon as the cheque has been cleared.

 

 

 

11.    License from Schoolshape

 

 

11.1    Schoolshape gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive licence to use the software provided to you by Schoolshape as part of Schoolshape Examination Entry or Subscription Services as provided to you by Schoolshape (referred to as the "Software" below). This licence is for the sole purpose of enabling you to use and enjoy the benefit of Schoolshape Examination Entry or Subscription Services as provided by Schoolshape, in the manner permitted by the Terms.

 

 

11.2    You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Schoolshape, in writing.

 

 

11.3    Unless Schoolshape has given you specific written permission to do so, you may not assign (or grant a sub-licence of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

 

 

 

12.    Educational Resources licence from you (Schoolshape Subscription Services)

 

 

12.1    You retain copyright and any other rights you already hold in Educational Resources which you submit, post or display on or through, Schoolshape  Subscription Services. By submitting, posting or displaying the Educational Resources you give Schoolshape a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive licence to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Educational Resources which you submit, post or display on or through, Schoolshape Subscription Services. This licence is for the sole purpose of enabling Schoolshape to display, distribute and promote Schoolshape Examination Entry or Subscription Services.

 

 

12.2    You agree that this licence includes a right for Schoolshape to make such Educational Resources available to other schools, companies, organizations or individuals with whom Schoolshape has relationships.

 

 

12.3    You understand that Schoolshape, in performing the required technical steps to provide Schoolshape Subscription Services to our users, may (a) transmit or distribute your Educational Resources over various public networks and in various media; and (b) make such changes to your Educational Resources as are necessary to conform and adapt the Educational Resources to the technical requirements of connecting networks, devices, services or media. You agree that this licence shall permit Schoolshape to take these actions.

 

 

12.4    You confirm and warrant to Schoolshape that you have all the rights, power and authority necessary to grant the above licence.

 

 

 

13.    Software updates

 

 

13.1    The Software which you use may automatically download and install updates from time to time from Schoolshape. These updates are designed to improve, enhance and further develop Schoolshape Examination Entry or Subscription Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Schoolshape to deliver these to you) as part of your use of Schoolshape Examination Entry or Subscription Services.

 

 

 

14.    Ending your relationship with Schoolshape

 

 

14.1    The Terms will continue to apply until terminated by either you or Schoolshape as set out below.

 

 

14.2    If you want to terminate your legal agreement with Schoolshape, you may do so by (a) notifying Schoolshape at any time and (b) closing your accounts for all of Schoolshape Examination Entry or Subscription Services which you use, where Schoolshape has made this option available to you. Your notice should be sent, in writing, to Schoolshape' address which is set out at the beginning of these Terms.

 

 

14.3    Schoolshape may at any time, terminate its legal agreement with you if:

 

(A)    you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or

 

(B)    Schoolshape is required to do so by law (for example, where the provision of Schoolshape Examination Entry or Subscription Services to you is, or becomes, unlawful); or

 

(C)    Schoolshape is transitioning to no longer providing Schoolshape Examination Entry or Subscription Services to users in the country in which you are resident or from which you use the service; or

 

(D)    the provision of Schoolshape Examination Entry or Subscription Services to you by Schoolshape is, in Schoolshape' opinion, no longer commercially viable.

 

 

14.4    Nothing in this Section shall affect Schoolshape' rights regarding provision of Services under Section 4 of the Terms.

 

 

14.5    When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Schoolshape have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 18.7 shall continue to apply to such rights, obligations and liabilities indefinitely.

 

 

 

15.    Exclusion Of Warranties

 

 

15.1    Nothing in these Terms, including sections 15 and 15, shall exclude or limit Schoolshape's Warranty or liability for losses which may not be lawfully excluded or limited by applicable law.  Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages.  Accordingly, only the limitations which are lawful in your jurisdiction will apply to you and our liability will be limited to the maximum extent permitted by law.

 

 

15.2    You expressly understand and agree that your use of Schoolshape Examination Entry or Subscription Services is at your sole risk and that Schoolshape Examination Entry or Subscription Services are provided "as is" and "as available".

 

 

15.3    In particular, Schoolshape, its subsidiaries and affiliates, and its licensors do not represent or warrant to you that:

 

(A) Your use of Schoolshape Examination Entry or Subscription Services will meet your requirements,

 

(B) your use of Schoolshape Examination Entry or Subscription Services will be uninterrupted, timely, secure or free from error,

 

(C) any information obtained by you as a result of your use of Schoolshape Examination Entry or Subscription Services will be accurate or reliable, and

 

(D) that defects in the operation of functionality of any software provided to you as part of Schoolshape Examination Entry or Subscription Services will be corrected.

 

 

 

15.4    Any material downloaded or otherwise obtained through the use of Schoolshape Examination Entry or Subscription Services is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.

 

 

15.5    No advice or information, whether oral or written, obtained by you from Schoolshape or through or from Schoolshape Examination Entry or Subscription Services shall create any warranty not expressly stated in the Terms.

 

 

15.6    Schoolshape further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.

 

 

 

16. Limitation of Liability

 

 

16.1    Subject to overall provision in paragraph 14.1 above, you expressly understand and agree that Schoolshape, its subsidiaries and affiliates shall not be liable to you for:

 

(A) Any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability.  This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss;

 

(B) Any loss or damage which may be incurred by you, including but not limited to loss or damage as a result of:

 

(i) Any changes which Schoolshape may make to Schoolshape Examination Entry or Subscription Services, or for any permanent or temporary cessation in the provision of Schoolshape Examination Entry or Subscription Services (or any features within Schoolshape Examination Entry or Subscription Services);

 

(ii) The deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of Schoolshape Examination Entry or Subscription Services;

 

(iii) Your failure to provide Schoolshape with accurate account information;

 

(iv) Your failure to keep your password or account details secure and confidential;

 

 

 

16.2 The limitations on Schoolshape's liability to you in paragraph 15.1 above shall apply whether or not Schoolshape has been advised of or should have been aware of the possibility of any such losses arising.

 

 

 

17.    Other content

 

 

17.1    Schoolshape Examination Entry or Subscription Services may include hyperlinks to other web sites or content or resources. Schoolshape may have no control over any web sites or resources which are provided by companies or persons other than Schoolshape.

 

 

17.2    You acknowledge and agree that Schoolshape is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

 

 

17.3    You acknowledge and agree that Schoolshape is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

 

       

        17.4    Shared Teaching Resources within the Language Lab
By inputting resources into the Language Lab or by having Schoolshape or a third party input resources into the Language Lab on your behalf, you are agreeing that such resources can be used within the Language Lab by all other users of the Language Lab without limit or restraint.  By submitting resources, you  certify that you either are the original copyright holder, or that you have the permission of the original copyright holder to share the resources.  You also agree, or have the agreement of the original copyright holder that Schoolshape has the right to edit and adjust such resources as we see appropriate, and that such resources may be copied and tailored by Schoolshape or other users of the Language Lab for their own use. Ownership of copyright of the original version of the resource remains with the original copyright holder.  Copyright for substantially modified sections of the resource or sections of the resource added by Schoolshape's editors or other Language Lab users rests with Schoolshape or other Language Lab users respectively.  You agree to indemnify and save harmless Schoolshape from any and all claims or demands, including legal fees, arising out of any alleged libel or copyright infringement committed by you, Schoolshape or other users of the Language Lab in relation to the resource.

 

 

 

18.    Changes to the Terms

 

 

18.1    Schoolshape may make changes to the Terms from time to time. When these changes are made, Schoolshape will make a new copy of the Terms available at http://www.schoolshape.com.

 

 

18.2    You understand and agree that if you use Schoolshape Examination Entry or Subscription Services after the date on which the Terms have changed, Schoolshape will treat your use as acceptance of the updated Terms.

 

 

 

19. General legal terms

 

 

19.1   You agree that Schoolshape may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on its website.

 

 

19.2   You agree that if Schoolshape does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Schoolshape has the benefit of under any applicable law), this will not be taken to be a formal waiver of Schoolshape' rights and that those rights or remedies will still be available to Schoolshape.

 

 

19.3   If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

 

 

19.4   You acknowledge and agree that each member of the group of companies to which Schoolshape is affiliated shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.

 

 

19.5   The Terms, and your relationship with Schoolshape under the Terms, shall be governed by the laws of the Island of Jersey without regard to its conflict of laws provisions. You and Schoolshape agree to submit to the exclusive jurisdiction of the courts located within the Island of Jersey to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Schoolshape shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.