Developing Experts Terms and Conditions

These Terms of Service are an agreement between Developing Experts Ltd (DEL) and Customer (the “Agreement”). This Agreement consists of the below terms and conditions and any pricing or payment terms made available on the sign-up page relating to the Service. The Service also may contain other posted notices or codes of conduct, which are incorporated by reference into this Agreement.

Please read this Agreement carefully. If an individual enters this Agreement on behalf of a company or other legal entity, such individual represents that he or she has the authority to bind such entity to this Agreement.

BY SUBSCRIBING TO AND/OR USING ANY OF THE SERVICE[EK8] [KB9] [EK10] , CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT, INCLUDING ANY MODIFICATIONS MADE TO IT FROM TIME TO TIME. IF CUSTOMER DOES NOT AGREE TO THE TERMS AND CONDITIONS IN THIS AGREEMENT, IT MAY NOT SUBSCRIBE TO OR USE THE SERVICE.

1. DEFINITIONS

“Add-on Service” means additional functionality or services that may be Ordered by the Customer, for an additional fee or charge.

"Affiliate" means any legal entity that a party owns, that owns a party, or that is under its common ownership. "Ownership" means, for purposes of this definition, control of more than a 50% interest in an entity.

“Client Software” means any software provided to Customer related to the Service.

“Content” means all data, including all text, sound, or image files and software that are provided to DEL by, or on behalf of, Customer, its Users and associated account Users through their use of the Service.

“Controller”, “Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach” and “Processing”: have the meanings given to them in the Data Protection Legislation.

“Customer” or “you” means the entity that has entered into this Agreement and whose details have been submitted on the sign up page.

“Data Protection Legislation”: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018; and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

“DEL” means Developing Experts Ltd, a company incorporated and registered in England and Wales with company number 09824688 whose registered office is at Exchange Street Buildings, 35-37 Exchange Street, Norwich, NR2 1DP, UK, or its Affiliates.

"Order" means an order for Services. An Order may include multiple Subscriptions to Services.

“Service” means the services (including pre-release services and Add-on Services) made available by DEL via the website https://www.developingexperts.com/, including any related Client Software, updates, support, and content (e.g., audio and visual information, documents) . DEL may change the Service at any time and for any reason without notice.

"Subscription" means the part of the Order identifying the specific Services being ordered.

“Subscription Fee” means the annual fee of £150 plus VAT (or any equivalent tax chargeable in the UK or elsewhere).

"Term" means the Initial Term and any Renewal Term.

“Users” means individuals within Customer’s organisation who have the right to use the Services.

“DEL Materials” refers to any available documentation or visual information, as well as any other materials provided by DEL as part of the Services.

2. RIGHTS GRANTED

2.1 General. Upon DEL’s acceptance of your Order and for the Term, you have the nonexclusive, non-transferable, non-assignable, non-perpetual, non-sublicenseable, royalty free, worldwide limited right to use the Services solely for your internal operations and subject to the terms of this Agreement. You may allow your Users to use the Services solely for this purpose, and you are responsible for your Users’ compliance with this Agreement.

You acknowledge that DEL will not ship copies of the Client Software to you as part of the Services, but that the Client Software will be made available to you online. You agree that you do not acquire under the Agreement any licence or rights to use the Client Software in excess of the scope and/or duration of your right to use the Services. Upon the end of this Agreement or the Services thereunder, your right to access or use the Client Software specified in the Order and the Services shall terminate.

The ability to use Services may be affected by minimum system requirements or other factors. DEL reserves all rights not expressly granted herein.

2.2 Client Software. Customer may make copies of the Client Software solely to support use of the Service by its Users. Copies must be true and complete copies (including copyright and trademark notices) and be made from a DEL approved media or a network source. Customer may use a third party to make and install these copies, but Customer agrees that it will be responsible for that third party’s actions and that third party shall not be entitled to access, copy or keep any copy of the Client Software. Customer agrees to make its employees, agents and other individuals that it allows to use the Client Software aware that it is licensed from DEL and subject to the terms of this Agreement.

2.3 Limitations on use. Customer shall not reverse engineer, decompile or disassemble the Service or Client Software, except where applicable law permits it despite this limitation. Customer shall not rent, lease, lend, resell, or host to or for third parties any Service or Client Software. Third party technology that may be appropriate or necessary for use with some Client Software is specified in the DEL Materials or ordering document as applicable. Your right to use such third party technology is governed by the terms of the third party technology license agreement specified by DEL and not under this Agreement.

You may not:

(a) remove or modify any program markings or any notice of DEL’s or its licensors’ proprietary rights from the Services or Client Software;

(b) make the Services or Client Software, or programs or materials resulting from the Services, available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted by DEL);

(c) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services, Client Software or DEL Materials (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by programs), or access or use the Services or Client Software in order to build or support, and/or assist a third party in building or supporting, similar products or Services competitive to DEL;

disclose results of any Services or Client Software benchmark tests without DEL’s prior written consent. You may not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Services, Client Software or DEL Materials available, to any third party other than, as expressly permitted under the terms of this Agreement.

The rights granted to you under this Agreement are also conditioned on the following:

(a) except as expressly provided herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; and you agree to make every reasonable effort to prevent unauthorised third parties from accessing the Services. You may not assign this Agreement or give or transfer the Services or an interest in them to another individual or entity. If you grant a security interest in any portion of the Services, the secured party has no right to use or transfer the Services or any deliverables. DEL may audit your use of the Services. You agree to cooperate with DEL’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with your normal business operations. You agree to pay within 30 days of written notification any fees applicable to your use of the Services in excess of your rights. If you do not pay, DEL can end your right to use and access the Services and/or this Agreement. You agree that DEL shall not be responsible for any of your costs incurred in cooperating with the audit.

3. ORDERING, PRICING, PAYMENTS, RENEWALS AND TAXES

3.1 Ordering. Customer shall place an Order for its Subscription for a Service via the order form made available through the Client Software, by email, or any other means made available by DEL.[EK11] [KB12] [EK13] Any Services added to a Subscription will expire at the end of the Term. Customer may place Orders for its Affiliates under this Agreement and grant its Affiliates administrative rights to manage the Services. Affiliates may not place Orders under this Agreement. To the extent Customer grants any rights to Affiliates, such Affiliates shall be bound by the terms and conditions of this Agreement. Customer agrees that it is jointly and severally liable for any Services purchased for or other actions taken by any of its Affiliates or any third party to which it provides rights under this Agreement.

3.2 Subscription Fees. You agree to pay the Subscription Fees for the Services, payable in advance of the Initial Term and any applicable Renewal Term. DEL shall be entitled to increase the Subscription Fees payable in respect of the Services at the start of each Renewal Period by providing at least 45 days’ prior written notice to the Customer, upon which the Subscription Fees shall be amended accordingly.[EK14] [KB15] [EK16] Price level changes are not retroactive. All fees due under this Agreement are non-cancellable and the sums paid non-refundable.

3.3 Payment. The Customer shall on the start date of this Agreement provide to DEL valid approved purchase order information acceptable to DEL and any other relevant valid, up-to-date and complete contact and billing details, and DEL shall invoice the Customer:

(a) on the start date of this Agreement for the Subscription Fees payable in respect of the Initial Term; and

(b) at least 30 days prior to each anniversary of the start date of this Agreement for the Subscription Fees payable in respect of the next Renewal Term,

and the Customer shall pay each invoice within 30 days after the date of such invoice, by BACS or credit/debit card.[KB17] [EK18] Payment by cheque is not accepted. If an error in payment is made by the Customer, DEL has the right to charge an administration fee of £25.

3.4 Renewal. Prior to the end of the then current Initial Term or Renewal Term (as appropriate), DEL will inform the Customer of any Subscription Fee relating to the renewal of the Subscription. The Customer will be informed prior to any invoice being raised, upon which the Customer shall be entitled to opt out of the renewal and terminate this Agreement before being charged, provided it does so at least 30 days before the start of the relevant Renewal Term.

3.5 New agreement. Prior to placing new Orders, renewing any Subscriptions, or further use of the Services, and upon notice, DEL may require that Customer enter into an updated agreement to govern Orders, renewal Subscriptions, or usage from that date forward.

3.6 Taxes and other Incidental Charges. You agree to pay any sales, value-added or other similar taxes imposed by applicable law that DEL must pay based on the Services you ordered. You will reimburse DEL for reasonable expenses related to providing any on-site portion of the services. Fees for services listed in an Order are exclusive of taxes and expenses.

3.7 Late Payments. Except to the extent prohibited by law, DEL may raise a late charge if Customer does not pay on time, regardless of any disputes Customer may have raised about its bill. Customer must pay these late charges as and when billed by DEL. The late charge will be the lesser of 1% of the unpaid amount each month or the maximum rate that is permitted by law. DEL may use a third party to collect past due amounts. Customer must pay for all reasonable costs incurred by DEL to collect any past due amounts. These costs may include reasonable attorneys’ fees and other legal fees and costs. DEL may suspend or cancel the Service if Customer does not pay in full and on time.

4. TERM AND TERMINATION

4.1 Term. This Agreement shall commence on the date DEL notifies you that it has accepted the first Order you place in accordance with its terms and shall continue for a period of 12 months (the “Initial Term”) and, thereafter, this Agreement and any Orders made under it shall be automatically renewed for successive periods of 12 months (each a “Renewal Term”), unless otherwise terminated in accordance with the provisions of this Agreement.

4.2 Termination by DEL. DEL may terminate this Agreement and/or any Order entered into under it, or suspend Customer’s use of the Service or a portion thereof at any time, if:

(a) Customer breaches the terms of this Agreement;

(b) DEL believes that Customer’s use of the Service represents a direct or indirect threat to its network function or integrity or anyone else’s use of the Service;

(c) the Customer takes or has taken against it any step or action in connection with its entering into administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction, or its financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy; or

(d) if DEL is otherwise required by law to do so,

and upon notification by DEL of any such termination or suspension, Customer’s right to use the Service will stop immediately. Termination or suspension of the Service for Customer’s breach of the terms of this Agreement will not change Customer’s obligation to pay any Subscription Fees due for the applicable Initial Term or Renewal Term. DEL may also terminate this Agreement or suspend Customer’s use of the Service for convenience at any time during the Term. Termination or suspension for convenience will only be effective upon a 3-month notification by DEL.

4.3 Termination by Customer. Customer may terminate a Subscription at any time during its Term by giving written notice to DEL by emailing hello@developingexperts.com, and such termination will be effective at the end of the then current Initial Term or Renewal Term (as applicable) during which the Customer terminates the Subscription, provided notice is given at least 30 days’ prior to the end of the then current Initial Term or Renewal Term. If less than 30 days’ notice is given, then the Customer’s Subscription will terminate at the end of the subsequent Renewal Term. Customer must pay the Subscription Fees that relate to the then current Initial Term or Renewal Term.

4.4 Effect of termination. Upon termination or cancellation of the Service by either party for any reason, DEL may delete Customer’s Content permanently from its servers. Notwithstanding the foregoing, DEL will keep Customer’s Content for a period of 30 days before it is deleted from DEL’s servers. Customer is solely responsible for taking the necessary steps to back up its Content and ensure that it maintains its primary means of business.

4.5 No liability for deletion of Content. Customer acknowledges that, other than as expressly described in this Agreement, DEL will have no obligation to continue to hold, export or return Customer’s Content. Customer acknowledges that DEL will have no liability whatsoever for deletion of Content pursuant to this Agreement.

5. PRIVACY & DATA PROTECTION

5.1 Personal data. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

5.2 Data processing details. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and DEL is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). The following table sets out the scope, nature and purpose of processing by DEL, the duration of the processing and the types of Personal Data and categories of Data Subject:

Data Processing Details
Subject-matter	The processing of personal data resulting from the provision of services by DEL under this agreement.
Nature and purpose	The personal data will be processed in the course of the operation of the Services.
Duration	The duration of this agreement
Types of personal data	Teacher names, email addresses, pupil names, gender, dates of birth and other data the Customer gives DEL access to.
Categories of Data Subject	Users.

5.3 Data processing terms. Without prejudice to the generality of clause 5.1, DEL shall, in relation to any Personal Data processed in connection with the performance by DEL of its obligations under this agreement:

(a) process that Personal Data only on the written instructions of the Customer unless DEL is required by Data Protection Legislation to otherwise process that Personal Data. Where DEL is relying on Data Protection Legislation as the basis for processing Personal Data, DEL shall promptly notify the Customer of this before performing the processing required by Data Protection Legislation unless the Data Protection Legislation prohibits DEL from so notifying the Customer;

(b) ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) not transfer any Personal Data outside the United Kingdom or the EEA unless the following conditions are fulfilled:

(i) the Customer or DEL has provided appropriate safeguards in relation to the transfer;

(ii) the Data Subject has enforceable rights and effective legal remedies;

(iii) DEL complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv) DEL complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

(d) assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(e) notify the Customer without undue delay on becoming aware of a Personal Data breach;

(f) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Data Protection Legislation to store the Personal Data; and

(g) maintain complete and accurate records and information to demonstrate its compliance with this clause 5.

5.4 Data processors. The Customer consents generally to DEL appointing third-party processors of Personal Data under this agreement. DEL confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 5. As between the Customer and DEL, DEL shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 5.

5.5 Revisions. DEL may, at any time on not less than 30 days’ notice, revise this clause 5 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

We may share your details with third parties, who are providing an offer/service as part of your Subscription, of which the Customer will be aware.

5.6 Anonymised User data will be used as the basis for reporting to DEL’s sponsorship partners.

6. USE RIGHTS AND LIMITATIONS

6.1 Customer’s Use. In using the Service, Customer will:

(a) comply with all laws;

(b) comply with any codes of conduct or other notices provided by DEL;

(c) keep its password secret and ensure its Users keep all passwords secret,

(d) promptly notify DEL if it learns of a security breach or unauthorized access related to the Service, and;

(e) provide a stable internet connection with a minimum bandwidth of 1 Mbps.

6.2 Customer may not:

(a) use the Service in any way that harms DEL or its Affiliates, resellers, distributors and/or vendors (collectively, the “DEL parties”), or any customer of a DEL party or the Service or other Users;

(b) engage in, facilitate, or further unlawful conduct;
(c) damage, disable, overburden or impair the Service (or the networks connected to the Service) or interfere with anyone’s use and enjoyment of the Service;

(d) resell or redistribute the Service, or any part of the Service, unless Customer has a contract with DEL that permits it to do so;

(e) use any portion of the Service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages (“spam”);

(f) use any unauthorised automated process or service to access and/or use the Service (such as a BOT, a spider, periodic caching of information stored by DEL or “meta-searching”), however, periodic automated access to the Service for report creation or scheduling is permitted;

(g) use any unauthorised means to modify or reroute, or attempt to modify or reroute, the Service or work around any of the technical limitations in the Service;

(h) modify, create derivative works from, reverse engineer, decompile or disassemble or otherwise attempt to discover any trade secret contained in the Service or in any technology, or system used by DEL in connection with providing the Service, except and only to the extent that applicable law expressly permits Customer to do so despite this limitation;

(i) create Internet "links" to the Service or "frame" or "mirror" any content of the Service to give the impression that Customer is offering all of the functionality of the Service as its service located on its own servers;

(j) build a product or service using similar ideas, features, functions or graphics of the Service; or

(k) copy any ideas, features, functions or graphics of the Service.

6.3 Limits on Service. DEL may establish limits on the Service. For example, it may limit the number of days the Service will retain any content that DEL, Customer or its Users provide, the number and size of email messages that Customer may send or receive through the Service, the maximum storage space on DEL’s servers available to Customer, the number of Service accounts to which Customer may subscribe, how long DEL retains an inactive Service account (one where Customer does not sign in to the Service for an extended period of time); the number of transactions Customer can conduct through the Service, and the number of asynchronous transactions that can be executed with an organisation.

6.4 Use of Other DEL Services. Customer may need to use certain DEL websites or services to access and use the Services. If so, the terms of use associated with those websites or services, as applicable, apply to Customer’s use of them.

6.5 Third Party Services. DEL may make services from third parties available to Customer through the Service. These third party services are the responsibility of the third party, not DEL. The third party service providers may require Customer to accept additional terms and conditions and/or pay a fee in order to use their services. Those additional terms and conditions are between Customer and the third party. Any third party’s use of information Customer provides as part of using their service is subject to the privacy statements and practices of that third party and/or their suppliers. DEL encourages Customer to review the privacy statement of these third party providers. DEL is not responsible for the privacy statements or privacy practices of these third party providers or their suppliers.

6.6 Third Party Software. Customer is solely responsible for any third party software installed in or used with the Services. DEL is not a party to and is not bound by any terms governing Customer’s use of the third party software, and Customer acknowledges that it will direct and control the installation in and use of such software with the Service. DEL will not run or make any copies of third party software licensed by the Customer except to support Customer’s use of the Service. Customer may not install or use the third party software in any way that would subject DEL’s intellectual property or technology to obligations beyond those included in the Agreement. DEL does not, and will not have any obligation to, provide technical or other support for any third party software. DEL does not make any representation or guarantee that any third party software will operate successfully with the Service or continue performing after an update, upgrade, services patch, support fix or platform migration has been made to the Service.

7. CUSTOMER CONTENT

7.1 Content. Customer, its Users and associated account Users may be able to post or store Content to third party or DEL websites made available through the Service. Customer may be able to post or provide materials (including feedback) that are part of the Service in a publicly accessible area that allows Customer to communicate with others. If so, the terms of use associated with those websites where public access is made available for Customer to share Content, as applicable, apply to Customer’s use of them. Customer acknowledges that certain technical processing for posting Content may be required to store and retrieve the Content, conform to connecting networks’ technical requirements, or conform to the limitations of the Service.

7.2 Links to third-party Web sites. The Service may contain links to third-party websites. These third-party websites are not under DEL ’s control. If DEL has included these links in the Service, it provides them as a convenience only. The inclusion of these links is not an endorsement by DEL of any third-party website, service or product. DEL reserves the right to disable links to any third-party website that Customer posts on the Service.

7.3 DEL will not own any Content. DEL performs regular backups of Content for the purpose of recovery in the event of a failure in DEL ’s data centers. However, notwithstanding the foregoing, Customer is solely responsible for maintaining and backing up any Content that it uses with the Service. The Customer, not DEL, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use such Content. DEL shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Content that Customer uses with the Service.

7.4 DEL is committed to promoting relevant STEM related careers. Users can access content which promotes sponsoring partners and their careers and opportunities.

8. CONFIDENTIALITY

DEL and Customer shall treat the terms and conditions of this Agreement as confidential and shall not disclose them to any third party except in the furtherance of the parties’ business relationship with each other. For government Customers, this Section is subject to the requirements of applicable trade secret, public records, or similar laws.

9. WARRANTIES

9.1 Limited warranty. DEL warrants that the Services and Client Software will conform substantially to the description of them contained in the applicable DEL Materials. This limited warranty is subject to the following limitations: this limited warranty applies only during the Term ("Warranty Period"); any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law will last only during the Warranty Period; this limited warranty does not cover problems caused by accident, abuse or use of the Services in a manner inconsistent with this Agreement, or resulting from events beyond DEL ’s reasonable control; this limited warranty does not apply to problems caused by the failure to meet minimum system requirements; and this limited warranty does not apply to downtime or other interruption in access to the Services.

9.2 Remedies for breach of limited warranty. If Customer notifies DEL within the Warranty Period that the Service does not meet the limited warranty, then DEL will, at its option, either (1) terminate this Agreement and/or return a portion of the pre-paid Subscription Fees paid for the Service proportionate to the period starting on the date of the Customer’s notice and ending on the date that the then current Initial Term or Renewal Term would otherwise expire, or (2) update such Service to make it conform. These are Customer’s only remedies for breach of the limited warranty, unless other remedies are required to be provided under applicable law.

9.3 DISCLAIMER OF OTHER WARRANTIES. OTHER THAN THIS LIMITED WARRANTY, DEL PROVIDES NO OTHER EXPRESS OR IMPLIED WARRANTIES. DEL DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE OR NON- INFRINGEMENT. THESE DISCLAIMERS WILL APPLY UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 Customer acknowledges and agrees that, as between the parties, DEL and/or its licensors own all intellectual property rights in the Services and all materials connected with the Services (including the Client Software) and in any material developed or produced in connection with this Agreement by DEL, its officers, employees, subcontractors or agents. This Agreement does not grant the Customer any rights to such Intellectual Property Rights.

10.2 Customer hereby grants to DEL an irrevocable, perpetual, worldwide, royalty free license to use Customer’s intellectual property rights in the Content and any Customer data for the purposes of performing the Services.

10.3 If DEL uses and incorporates into the Services any suggestions, ideas, modification requests, feedback or other recommendations related to the Services made by Customer, Customer hereby acknowledges and agrees that any intellectual property rights generated as a result shall be wholly owned solely by DEL.

11. LIMITATION OF LIABILITY

11.1 Limitation on liability. DEL's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, in any 12 month period starting on the start date of this Agreement or any anniversary of it (each a “Contract Year”), arising in connection with the performance or contemplated performance of this Agreement, shall be limited to the total Subscription Fees paid by the Customer to DEL during that Contract Year. These limitations apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any other legal theory.

Neither party excludes or limits liability for death or personal injury arising from negligence, or for fraud or fraudulent misrepresentation or to the extent not permitted by law.

DEL is not liable in contract, tort (including negligence) or otherwise for the acts or omissions of providers of telecommunications services or for faults in or failures of their equipment.

In the event of any loss or damage to Customer data, the Customer's sole and exclusive remedy shall be for DEL to use reasonable commercial efforts to restore the lost or damaged Customer data from the latest backup of such Customer data. DEL shall not be responsible for any loss, destruction, alteration or disclosure of Customer data caused by any third party (except those third parties subcontracted by DEL to perform services related to Customer data maintenance and back-up).

The Subscription Fees are determined on the basis of the exclusions and liabilities set out in this Section 11. The Customer expressly agrees that the exclusions and limitations set out in this Section are reasonable.

During the Term, the Customer shall maintain in force with a reputable insurance company such commercial risks insurance as a reasonable and prudent business of the nature of the Customer may reasonably be expected to maintain.

Any property belonging to Customer (including, without limitation, information or data) supplied to DEL and required for the provision of the Services in connection with this Agreement: (a) shall be insured by Customer; and (b) shall be clearly marked as the property of Customer. Customer may at any reasonable time, by giving not less than 14 days’ prior written notice to DEL, have access to such property or request the return of such property at the risk and expense of Customer.

EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF ITS AFFILIATES OR SUPPLIERS, WILL BE LIABLE FOR ANY INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, DAMAGES FOR LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. HOWEVER, THIS EXCLUSION DOES NOT APPLY TO EITHER PARTY’S LIABILITY TO THE OTHER FOR VIOLATION OF ITS CONFIDENTIALITY OBLIGATIONS OR OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.

12. MISCELLANEOUS

12.1 Notices. Unless otherwise stated in this Agreement, notices, authorisations, and requests to DEL in connection with this Agreement must be sent by regular postal service mail, or express courier, to the addresses given above. Notices will be treated as delivered on the date shown on the return receipt. Termination of the Agreement, a Subscription, or cancellation of a Subscription initiated by a Customer should be sent via the DEL customer service contact. Notices, authorisations, and requests to Customers may be emailed to account administrators Customer identifies. Notices are effective on the date on the return receipt or, for email, when sent.

12.2 Assignment. Customer may not assign this Agreement. DEL may assign this Agreement to its Affiliates.

12.3 Severability. If a court holds any provision of this Agreement to be illegal, invalid or unenforceable, the rest of the document will remain in effect and this Agreement will be amended to give effect to the eliminated provision to the maximum extent possible.

12.4 Waiver. A waiver of any breach of this Agreement is not a waiver of any other breach. Any waiver must be in writing and signed by an authorised representative of the waiving party.

12.5 Applicable law. This Agreement is governed by English Law without regard to its conflict of laws principles.

12.6 Jurisdiction. This Agreement subject to the exclusive jurisdiction of the English courts. This choice of jurisdiction does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any other appropriate jurisdiction.

12.7 Entire agreement. This Agreement and the pricing and payment terms available set forth in the Order constitute the entire agreement concerning the subject matter and supersede any prior or contemporaneous communications.

12.8 Survival. Provisions regarding fees, restrictions on use, transfer of licenses, intellectual property, limitations of liability, confidentiality, compliance verification, obligations on termination and the provisions in this Section entitled "Miscellaneous" will survive termination of this Agreement.

12.9 Force majeure. Neither party will be liable for any failure in performance due to causes beyond either party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Services)). This Section will not, however, apply to Customer’s payment obligations under this Agreement.

12.10 User ID. Customer agrees that it is responsible for protecting the confidentiality of any DEL user access ID’s or other authentication IDs associated with this Agreement.

Appendix 1 Standard Support

DEL will provide standard support to Users via email and through our chat system within the website. Response and resolution times will depend upon the nature of the case and the resolution. Users will also be able to access training webinars and support material through the website. Users will set up their school accounts, using the tools available within the website and are responsible for keeping this up to date.

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