Sheels Banding App Terms and Conditions
OUR TERMS
1.THESE TERMS
1.1
What these terms cover. These are the terms and conditions on which we supply the App to you, which comprises digital content.
1.2 What is the Product?
The Product is an app for use in schools for the purpose of banding books, known as Sheels Banding app (“the app”).
1.3
Why you should read these terms. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide the app to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
1.4
For whom is the app designed. The app is designed exclusively for use in schools and for teachers in schools.
1.5
If you are a school customer this is our entire agreement with you. If you are a business customer these terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
2.INFORMATION ABOUT US AND HOW TO CONTACT US
2.1
Who we are. We are Sheels Educational Limited a company registered in England and Wales. Our company registration number is 04581804 and our registered office is at 720 Centennial Court, Centennial Avenue, Elstree, WD6 3SY. Our registered VAT number is 69054850.
2.2
How to contact us. You can contact us by writing to us at the above address or emailing info@sheelseducational.co.uk
2.3
How we may contact you. If we have to contact you, we will do so by writing to you at the email address or postal address you provided to us in your order.
2.4
"Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.
3.OUR CONTRACT WITH YOU
3.1
How we will accept your order. Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.
3.2
If we cannot accept your order. If we are unable to accept your order, we will inform you of this in writing and will not charge you for the product. This might be because of unexpected limits on our resources which we could ot reasonably plan for, because a credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the product.
3.3
Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
3.4
We sell worldwide. Our website is solely for the promotion of our product worldwide.
4.OUR PRODUCT .
(a)Our prodct is exclusively in digital form.
( b)We own all intellectual property rights in the app and in the material published in it. All such rights are reserved.
c The ratings and categorisation for books provided have been based on years of experience and knowledge of the creators and should be considered as guidelines rather than as a strict or firm directive.
5.OUR RIGHTS TO MAKE CHANGES
5.1
Minor changes to the Product. We may change the app:
(a)to reflect changes in relevant laws and regulatory requirements; and
(b)to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your use of the app .
(c ) to benefit the app and user experience.
(d)More significant changes to the app and these terms. In addition, we may make the following changes to these terms or the app, but if we do so we will notify you and you may then contact us to end the contract before the changes take effect and receive a refund for any products paid for but not received:
5.2
Updates to digital content. We may update or require you to update digital content, provided that the digital content shall always match the description of it that we provided to you before you bought it.
6.DELIVERY AND Payment for the app
6.1 Following payment referred to in clause 6.2 you will have immediate access to the apposing the logins you have created.
6.2 You have the following three choices to pay for the Product:
6.2.1You may enter into a monthly contract;
6.2.2 You may enter into an annual contract, paid by monthly instalments;
6.2.3 You may enter into an annual contract, paid at the inception of the contract
7.1 (a)Delivery of the app. We will deliver it to you as soon as reasonably possible and in any event within 30 days after the day on which we accept your order
(b). We will make the digital content available for download by you as soon as we accept your order.
(c) By downloading the app and signing your acceptance of our terms and conditions on the app, you will be deemed to have entered into a contract with us.
(d) Subject to your agreement to and compliance with the terms of this Agreement we grant you a non-exclusive, nom-transferable, non-shareable, revocable, limited licence to use the app in accordance with this Agreement.
(e) The app constitutes a subscription to access our data and the data at all times remain our property.
(f) We are not responsible for delays outside our control. If our supply of the Product is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.
(g) This licence does not grant you any right to, and you will not
(i) sell, resell, distribute, or commercially use the app
(ii) copy, reproduce, store, transmit or distribute the app
(iii) modify the app
(iv) use the app other than for its intended purposes.
(v) share login details with any other person or school
(vi) publish any data contained in the app
(vii) share or publish findings or ratings you have obtained through the app.
7.2 if you breach clause 7.1 (g) or if you share such proprietary data with other schools, affiliates, institutions or organisations without our written consent, we will consider it to be a breach of copyright, which will incur a penalty of £100,000 plus legal costs.
7.3
What will happen if you do not give required information to us. We may need certain information from you so that we can supply the Products to you, for example, the name of the school and the contact within the school. We will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and Clause 10.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information, we need within a reasonable time of us asking for it.
7.4
Reasons we may suspend the supply of the app to you. We may have to suspend the supply of a product to:
(a)deal with technical problems or make minor technical changes;
(b)update the product to reflect changes in relevant laws and regulatory requirements;
(c)make changes to the product as requested by you or notified by us to you (see Clause 6).
7.5
Your rights if we suspend the supply of the app. We will contact you in advance to tell you we will be suspending supply of the app, unless the problem is urgent or an emergency. If we have to suspend the product [for longer than 14 days in any calendar month, we will adjust the price so that you do not pay for products while they are suspended. You may contact us to end the contract for a product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 14 days and we will refund any sums you have paid in advance for the product in respect of the period after you end the contract.
7.6
We may also suspend supply of the Products if you do not pay. If you do not pay us for the products when you are supposed to (see Clause 14.4) and you still do not make payment within seven days of us reminding you that payment is due, we may suspend supply of the Product until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the app. We will not suspend the app where you dispute the unpaid invoice (see Clause 14.7). We will not charge you for the app during the period for which they are suspended. As well as suspending the Product we can also charge you interest on your overdue payments (see Clause 14.6).
8.YOUR RIGHTS TO END THE CONTRACT
8.1
You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing, when you decide to end the contract and whether you are a consumer or business customer:
(a)If what you have bought is faulty or misdescribed you may have a legal right to end the contract
(b)If you want to end the contract because of something we have done or have told you we are going to do,see Clause 8.2;
8.2
Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
(a)we have told you about an upcoming change to the app or these terms which you do not agree to (see Clause 6.2);
(b)we have told you about an error in the price or description of the app you have ordered and you do not wish to proceed;
(c)there is a risk that supply of the app may be significantly delayed because of events outside our control;
(d)we have suspended supply of the app for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 14 days; or
(e)you have a legal right to end the contract because of something we have done wrong.
8.3 When you do not have a right to change your mind.
(a)Your right to change your mind does not apply in respect after you have started to download the app;
(b) 14 days after the day we email you to confirm we accept your order, or, if earlier, until you start downloading. If we delivered the digital content to you immediately, and you agreed to this when ordering, you will not have a right to change your mind.
9.HOW TO END THE CONTRACT WITH US
9.1
Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
(a)Email. Email us. Please provide your name, school address, details of the order and, where available, your phone number and email address.
(b)By post. Write to us at our address, including details of what you bought, when you ordered or received it and your name and school address.
9.2
Returning products after ending the contract. If you end the contract for any reason you must not use the app at any time or for any purpose.
9.3
How we will refund you. If you are entitled to a refund under these terms, we will refund you the price you paid for the app by the method you used for payment. Delete
When your refund will be made. We will make any refunds due to you within 14 days of your telling us you have changed your mind Delete
10.OUR RIGHTS TO END THE CONTRACT
10.1 We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:
(a)you do not make any payment to us when it is due and you still do not make payment within seven days of us reminding you that payment is due;
(b)you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the app;
© if you are in breach of any of these terms, we reserve the right, in our sole discretion, to terminate your right to access or use the Product. We are not responsible for any loss, damage or harm related to your inability to access the Product or use it based on such termination.
10.2
You must compensate us if you break the contract. If we end the contract in the situations set out in Clause 10.1 we will refund any money you have paid in advance for the app we have not provided but we may deduct or charge you £100 as compensation for the net costs we will incur as a result of your breaking the contract
10.3
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We may withdraw the Product. We may write to you to let you know that we are going to stop providing the product. We will let you know at least 14 days in advance of our stopping the supply of the product and will refund any sums you have paid in advance for products which will not be provided.
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11.IF THERE IS A PROBLEM WITH THE PRODUCT
How to tell us about problems. If you have any questions or complaints about the product, please contact us. You can telephone our customer service team or write to us at our email or postal address.
12.YOUR RIGHTS IN RESPECT OF DEFECTIVE PRODUCT IF YOU ARE A SCHOOL
12.1
If you are a school customer, we warrant that on delivery, and for a period of 12 months from the date of contract (warranty period),] any products which are goods shall be fit for any purpose held out by us.
12.2
Subject to Clause 12.3, if:
(a)you give us notice in writing [during the warranty period] within a reasonable time of discovery that the app does not comply with the warranty set out in Clause 12.1;
(b)we are given a reasonable opportunity of examining any fault;
12.3
We will not be liable for a Product's failure to comply with the warranty in Clause 12.1 if:
(a)you make any further use of the app after giving a notice in accordance with Clause 12.2(a);
(b)the defect arises because you failed to follow our oral or written instructions as to the use of the app;
(c)the defect arises as a result of us following any changes requested by the Customer;
(d)you alter or the app without our written consent
12.4
Except as provided in this Clause 12, we shall have no liability to you in respect of the app’s product's failure to comply with the warranty set out in Clause 12.1.
12.5
These terms shall apply to any repaired or replacement products supplied by us under Clause 12.2.
13. Terms relating to payment
13.1
We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
13.2
What happens if we got the price wrong. It is always possible that, despite our best efforts the app could be incorrectly priced. We will normally check prices before accepting your order so that, where the app’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the app’s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order.
13.3
When you must pay and how you must pay. We accept payment with most major credit and debit cards.
(a)Being digital content, you must pay for the Product before you download it.
13.4
Our right of set-off if you are a business customer. If you are a school customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
13.5
We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of [ ]% a year above the base lending rate of [BANK] from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
13.6
What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
14.OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A BUSINESS
14.1
Nothing in these terms shall limit or exclude our liability for:
(a)fraud or fraudulent misrepresentation;
(b)breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
(c)any matter in respect of which it would be unlawful for us to exclude or restrict liability.
14.2
Except to the extent expressly stated in Clause 12.1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
14.3
Subject to Clause 16.1:
(a)we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
(b)our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to £500 of the total sums paid by you for products under such contract.
15.HOW WE MAY USE YOUR PERSONAL INFORMATION
How we will use your personal information. We will only use your personal information as set out in our privacy policy. This will be found on our website.
16.OTHER IMPORTANT TERMS
16.1
We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract
16.2
You need our consent to transfer your rights to someone else . You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing, which is at our absolute discretion
16.3
Nobody else has any rights under this contract . This contract is between you and us. No other person shall have any rights to enforce any of its terms, except as explained in Clause 16.2 in respect of our guarantee. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.
16.4 The app to be used only by the buyer. The app is for the use of the buyer only and no other person, company or organisation and shall not be passed to any other person, company or organisation.
16.5
If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
16.6
Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
18.7
Which laws apply to this contract and where you may bring legal proceedings if you are a consumer. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
16.7
Alternative dispute resolution if you are a consumer. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are a consumer and are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use.
Which laws apply to this contract and where you may bring legal proceedings if you are a business. Any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
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