1. Agreement and Parties
The Licence Agreement takes effect from the Start Date and is made between you, the subscriber detailed on the Order Form, and us, SAM Learning Limited, a company registered in England under company number 2826785, and whose registered office is at:
Registered Office: SAM Learning Limited
1 Ashley Road,
By signing and returning to us these Terms of Service, sending to us any Student Data or using the Service you are deemed to have accepted these Terms of Service, the Terms of Site Use, Privacy Policies and Copyright Statement (together, the ‘LicenceAgreement’). Please read each of these before signing these Terms of Service or using the Service. In consideration of your agreeing to abide by the terms in this Licence Agreement, we grant you a licence to access the Service on the terms of this Licence Agreement. No variation to these Terms of Service shall be binding unless in writing and signed by us. If there is any conflict between the Terms of Site Use and these Terms of Service, then the latter shall prevail.
We are not obliged to accept any order from the Reseller.
In these Terms, the following words and expressions have the following meanings:
educational institution(s) as detailed in the Order Form;
the standard terms and conditions of supply of the Service, as set out in this document;
materials (including but not limited to text, graphics and software) at the Site;
the period for which you have committed to receive the Service, as detailed in the Order Form, which period commences on the Start Date;
a Student with access to the Service;
the agreement between you and us upon the terms set out in these Terms of Service, the Terms of Site Use, Privacy Policies and Copyright Statement;
the order form that the Reseller sends to us detailing your Service subscription and information about you;
“MIS Compatible Software”
the software provided by us to you in order to enable you to export Student Data via your school management software;
“Reseller” the Knowledge Hub located at Al Qasba, Block D Office, Sharjah, United Arab Emirates;
the provision of on-line learning materials for use by Learners to revise and practice for exams and to enable Centres, teachers and parents to track the usage and progress of Learners;
the Site operated by us at www.samlearning.com via which you, Centres and the Learners can access the Service;
the date we grant you access to the Service;
all information relating to Learners which we hold for the purpose of providing the Service, as more particularly described in the Privacy Policies;
a pupil at a Centre;
“Terms of Site Use”
the terms governing use of the Site by you, Centres and the Learners, which are displayed on the Site at www.samlearning.com/docs;
the user pack to be supplied to you by us via email or otherwise, giving detailed instructions as to how to access and use the Service.
“we”, “our” and “us”
refers to SAM Learning Limited;
“you” and “your”
refers to the subscriber detailed on the Order Form.
In these Terms:
- clause headings are inserted for ease of reference only and do not affect construction;
- words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing bodies corporate, corporations, unincorporated associations and partnerships and vice-versa, words importing the singular shall be treated as importing the plural and vice-versa, and words importing whole shall be treated as including a reference to any part thereof.
3. Provision of the Service
The Service is accessible using a standard Internet browser. Details of how to set up the Service are contained in the User Pack. You shall ensure that the Uniform Resource Locator of the Site (http://www.samlearning.com) is included on any list you may maintain of permitted web sites, and that this URL is not included on your list of banned web sites.
You shall ensure that the technical check as detailed in the User Pack is carried out by a suitably experienced and qualified individual. If you experience difficulty in setting up or accessing the Service, please contact us immediately.
You must comply with all procedures and policies which we may issue from time to time in relation to the use or operation of the Service, including those set out in the User Pack.
You are responsible for compliance by your Centres and Students with these Terms, the Terms of Site Use and Privacy Policies.
You must not re-sell or offer in any manner to a third party the Service or use of or access to any Content.
4. Changes to the Service
- for operational reasons, modify the technical specification of the Service, provided that any change to the technical specification does not materially adversely affect the performance of the Service; or
- discontinue, temporarily or permanently, any part of the Service after giving reasonable notice to you of our intention to do so.
You agree that we shall not be liable to you or any third party for any such modification or discontinuance save as provided by 14 below.
5. Setting up Learner Accounts
In order for Students to be able to access and use the Service, we require the Student Data as set out in the User Pack. Information on how to use the MIS Compatible Software to export data about Students automatically and in bulk is set out in the User Pack. The MIS Compatible Software is provided “as is” without express or implied warranty of any kind. We cannot be responsible for any damage to your computer system or data resulting from use of the MIS Compatible Software.
You are responsible for the accuracy of the Student Data and updating Learner accounts. You shall ensure that the Student Data is up to date and accurate and are responsible for promptly updating any inaccurate or out of date information.
We will use reasonable endeavours to set up Learner accounts by the next working day after Student Data is received by us.
6. ID, Usernames and Passwords
Each Centre will be allocated a unique ID number which the Centre and all Learners will need in order to access the Service. You will procure that the Centre’s ID number is well publicised throughout the Centre(s). In the User Pack we provide stickers and posters for publicising the ID number.
You will be required to set up an administration account and a teacher account. Details of how to set up these accounts are contained in the User Pack. You will need to allocate a different username and password for each of these accounts. You are responsible for ensuring that any such usernames and passwords remain confidential and secure and are fully responsible for all activities which occur under such usernames and passwords.
Learners will be provided with a unique User ID which will allow them to access their Learner Account. You are responsible for ensuring that all Learners are aware of the Centre ID and their User ID and know how to use these to access the Site.
Subject to any training which we provide, you are responsible for training teachers, Learners and parents in the benefits of and how to use the Service and for ensuring that teachers, Learners and parents get the most out of the Service. Materials which you may use in providing this training are included in the User Pack and also available for download from the “Documents” area on the Site.
8. Data Protection
In so far as applicable to the Service, you and we shall comply with the Data Protection Act 1998 and any other applicable data protection legislation that may be in force or come into force during the continuance of the Licence Agreement. In this clause, the terms “personal data”, “process” and “data subject” have the meanings given to them in the Data Protection Act 1998.
Our Privacy Policies explain how Student Data and other personal data will be treated. You warrant that you have all necessary authority and consent to provide the Student Data to us for use in connection with the Service.
Where, in connection with the Service, we process personal data on your behalf or on behalf of a Centre, we shall:
- unless otherwise agreed in writing, only process the personal data to the extent and in such manner as is necessary for the provision of the Service or as is required by law or any regulatory body;
- implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. Such measures shall be appropriate to the harm that might result from unauthorised or unlawful processing or accidental loss, destruction or damage to personal data and to the nature of personal data to be protected; and
- promptly notify you if we receive a request from a data subject to have access to personal data or any other complaint or request relating to your obligations under the Data Protection Act 1998.
9. Intellectual Property
All intellectual property (including, without limitation, all copyright, database rights, rights in designs and inventions, trade marks (whether registered or unregistered)) in the Site, the Content, the Service, the MIS Compatible Software, the User Pack and any other materials provided by us to you in connection with the provision of the Service is owned by or licensed to us.
You, Centres, Learners and their parents may only use the Content during the Contract Period as required for the purpose of the proper use of the Service on the following bases:
- use of the Intellectual Property, the site and the Service is for teaching and study purposes only;
- Content or material from the Site may be downloaded to a local hard disk, printed out or copied for the Centre’s and Learner’s teaching and study purposes only;
- Content or material from the Site may not be incorporated into any other work or publication, including for the avoidance of doubt any Learning Platform, Virtual Learning Environment or Managed Learning Environment whether in hard copy or electronic or any other form;
- Content or material from the Site may not be distributed or copied for any commercial purpose;
- no part of the Site may be reproduced on or transmitted to or stored in any other web site or included in any public or private electronic retrieval system or service without our prior written permission;
- you will preserve any copyright notice or other proprietary marking of us or our licensor on any copy of the Content, MIS Compatible Software, the User Pack or other materials provided by us to you.
Any rights not expressly granted in this Licence Agreement are reserved.
The Service is provided on an “as is” basis. We shall not, in any event, be liable for interruptions or down time of the Service and we do not guarantee fault free performance of the Service.
All implied warranties and conditions are excluded to the fullest extent permitted by law.
We accept no responsibility for the content of any web site to which there is a hypertext link from the Site. Such links are provided for your convenience on an “as is” basis with no warranty, express or implied, for the information provided within them.
11. Extent of our liability to you
You acknowledge that whilst we grant you a licence to access to the Service, you contract is with the Reseller only for the provision of the Service and we are not liable to you for the same. Any claim that you have in connection with the provision or non-provision of the Service is against the Reseller only and not us.
Whilst we endeavour to ensure that the Service is a valuable educational aid bringing real benefits to Learners, no warranty, express or implied, is given as to the effectiveness of the Service as an educational or revision aid, and we do not accept any liability for any errors, omissions or unsatisfactory examination results.
Save as expressly provided in the Agreement, we shall not be liable for any loss or damage (including, without limitation, loss of profit, opportunity, savings or any type of indirect, economic or consequential loss) arising in contract, tort or otherwise from the use of or inability to use the Service or any Content, or from any action or decision taken as a result of using the Service or any Content or from any act or omission of the Reseller. We do not exclude or restrict our liability in any way for fraudulent misrepresentation, for death or personal injury resulting from our negligence or for any other liability that cannot be excluded by law.
You agree that our liability to you for any other loss or damage arising in relation to the Agreement shall be limited to £2000.
Nothing in this Licence Agreement shall affect Learner’s legal rights as a consumer.
This Licence Agreement will commence on the Start Date and will continue for the Contract Period, unless ended under 14 or 15 below.
13. Early termination
We may discontinue the Service at any time and shall have no liability to you or any Centre or Learner as a result of such discontinuance.
14. Default termination
We may, by notice to you having immediate effect, terminate this Licence Agreement or suspend access to the Service by you or any Learner if you commit a serious breach of any of your obligations under this Licence Agreement or if the Reseller fails to pay any amount due in respect of your subscription by the due date for payment. You acknowledge that if we do so, your rights in connection with any such non-payment or breach are against the Reseller only and not us and that we have no liability for the same.
On termination of this Licence Agreement for any reason, we will disable your administration account, teacher account and all Learner accounts.
You shall indemnify us in respect of all losses suffered by us as a result of any breach by you or any Centre or Learner of these Terms of Service or the Terms of Site Use.
16. Force Majeure
Notwithstanding anything contained in this Licence Agreement we shall not be liable for failure or delay in performing any of our obligations under this Licence Agreement because of any cause beyond our reasonable control (including but not limited to (a) decision of any court or other judicial body of competent jurisdiction, (b) unavailability of equipment, power or other commodity, (c) failure or non-availability of Internet or telecommunications facilities, computer hardware or software, (d) act of God, war, riot, terrorist attack, civil commotion, malicious damage, fires, flood or storm (e) strikes or other industrial disputes (whether involving our workforce or that of any other party) or (f) acts of government or other prevailing authorities or default of suppliers, sub-contractors or other third parties).
You shall not assign any of your rights or obligations under this Licence Agreement without our prior written consent. We may assign any or all of our rights and obligations under this Licence Agreement.
Any notice under this Licence Agreement shall be made via regular mail or fax or email to the address for the party being given the notice last known to the party giving the notice. Notice served by post shall be deemed served on the second business day after the date of posting. Notice served by fax or email shall be deemed served on the next business day after the date of transmission and shall be confirmed by regular mail.
Any failure by us to exercise or enforce any right or provision of this Licence Agreement shall not constitute a waiver of such right or provision.
You and we agree that we do not intend any third party (including specifically any Student or parent) to have any right to enforce any of the provisions of these Terms pursuant to the Contracts (Rights of Third Parties) Act 1999.
You agree that in entering into this Licence Agreement, you do not do so on the basis of, and do not rely on, any representation, warranty or other provision except as expressly set out in these Terms.
This Licence Agreement operates to the exclusion of any other agreement or understanding of any kind between you and us preceding the date of this Licence Agreement and in any way relating to the subject matter of this Licence Agreement. This Licence Agreement constitutes the whole agreement and understanding between you and us as to the subject matter hereof and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to herein. Nothing in this clause operates to exclude liability for fraud or fraudulent misrepresentation.
If any provision of this Licence Agreement is found by a court of competent jurisdiction to be unenforceable or invalid in any way such unenforceability or invalidity shall in no way impair or affect any other condition, all of which shall remain in full force and effect.
This Licence Agreement shall be governed by the laws of England and Wales. You and we agree to submit to the non-exclusive jurisdiction of the English Courts.