Terms and Conditions

1. Definitions

• “Add-on Service”: Additional functionality or services that may be ordered by the Customer, for an additional fee or charge.
• “Affiliate”: Any legal entity that a party owns, that owns a party, or that is under its common ownership.
• “Business Customer(s)”: Any Customer that has entered into this Agreement in connection with its trade, business, craft, or profession.
• “Client Software”: Any software provided to Customer related to the Service.
• “Consumer Customer(s)”: Any Customer that has entered into this Agreement for purposes which are wholly or mainly outside the course of the individual’s trade, business, craft, or profession.
• “Content”: All data, including text, sound, or image files and software, 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, who may either be an Individual or an Educational Organisation.
• “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 49 Cromer Road, Norwich, England, NR6 6LX, or its Affiliates.
• “Educational Organisation”: Means a Customer that is an educational organisation, including but not limited to a school, college, university, or professional tutoring organisation.
• “Individual”: Means a Customer that is an individual person.
• “Order”: Means an order for Services which 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(s)”: Means the annual fee plus VAT (or any equivalent tax chargeable in the UK or elsewhere) for Business Customers, and the monthly fee or the annual fee (or any equivalent tax chargeable in the UK or elsewhere) for Individuals.
• “Term”: Means the Initial Term and any Renewal Term.
• “Users”: Means individuals within the Business 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. If you are a Business Customer, 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 license 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

Educational Organisations 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. Educational Organisations may use a third party to make and install these copies, but the Educational Organisation agrees that it will be responsible for that third party’s actions and that the third party shall not be entitled to access, copy, or keep any copy of the Client Software. The Educational Organisation agrees to make its employees, agents, and other individuals that it allows to use the Client Software aware that the Client Software is licensed from DEL and is 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:
• Remove or modify any program markings or any notice of DEL’s or its licensors’ proprietary rights from the Services or Client Software;
• Make the Services or Client Software, or programs or materials resulting from the Services, available in any manner to any third party (unless such access is expressly permitted by DEL), and you shall not allow any other third party, school, or educational institution to use or benefit from the Services or Client Software;
• 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.

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 unauthorized 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.

2.4 DEL’s right to review your use of the Services

The Customer and any Users are limited to access and use the Services on up to three unique devices. Attempts to exceed this limit may result in temporary suspension or a termination of the Customer’s Subscription.

DEL may review and monitor your use of the Services and Client Software at any time without prior notice. You agree to cooperate with DEL’s review and provide reasonable assistance and access to information. DEL shall be entitled to carry out such review remotely. Any such review shall not unreasonably interfere with your normal business operations. You agree that DEL shall not be responsible for any of your costs incurred in cooperating with the review.

If any review reveals that Services or Client Software provided and/or made available to you have been used by or for the benefit of anyone other than the Customer, or your use of the Services is otherwise in excess of your rights, then without prejudice to DEL’s other rights, you shall pay to DEL:

• In the case of underpaid Subscription Fees, an amount equal to such underpayment as calculated in accordance with the Subscription Fees, within 5 business days of the date of the relevant audit;
• In the case of anyone other than the Customer using the Services or Client Software, the Subscription Fees that would be payable by that third-party were they a customer of DEL for the purposes of receiving the Services and/or Client Software, within 5 business days of the date of the relevant review.

If you fail to pay any additional Subscription Fees payable in accordance with the above clauses, DEL shall be entitled to suspend or terminate access to the Services and/or Client Software in such circumstances.

3. ARTIFICIAL INTELLIGENCE TOOL (“AI Tool”)

3.1 AI Tool

The AI Tool enables Customers to compile lesson plans and activities based on the Customer’s prompt (“Output”). The AI tool forms a part of DEL’s Services and a subscription to the AI Tool can be purchased by Customers as an Add-on Service to their Subscription.

3.2 Output

The AI Tool operates by compiling materials, such as text and images, from third-party sources and does not possess generative capabilities. Customers shall be responsible for verifying the accuracy, relevance, and suitability of the Output, including whether the Output corresponds with the Customer’s prompt. DEL shall not be considered to have approved the suitability of, or recommended the use of, the Output.

3.3 Ownership of Intellectual Property

To the extent there is intellectual property generated through the use of the AI Tool, specifically relating to the compilation and arrangement of Output, this shall be owned by DEL or its third-party licensors. To the extent any such intellectual property is owned by the Customer, the Customer hereby assigns it to DEL.

3.4 Fair Use and Use Limits

Customers agree to use the AI Tool fairly and reasonably, without exceeding the intended purposes of the AI Tool. DEL reserves the right to impose use limits on the AI Tool to ensure fair usage by Customers and shall provide Customers with 15 days’ notice prior to implementing any use limits. Excessive or abusive use of the AI Tool may result in suspension or termination of access to the Service.

4. ORDERING, PRICING, PAYMENTS, RENEWALS AND TAXES

4.1 Ordering

Customer shall place an Order for the Subscription for a Service via the order form or sign-up process made available through the Client Software, by email, or any other means made available by DEL. Any Services, including the AI Tool, added to a Subscription will expire at the end of the Term.

Educational Organisations may place Orders for their Affiliates under this Agreement and grant their Affiliates administrative rights to manage the Services. Affiliates may not place Orders under this Agreement. To the extent the Educational Organisation grants any rights to Affiliates, such Affiliates shall be bound by the terms and conditions of this Agreement. The Educational Organisation 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.

4.2 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 once every 12 months, to take effect at the start of the following 12-month period, by providing at least 45 days’ prior written notice to the Customer, upon which the Subscription Fees shall be amended accordingly. Price level changes are not retroactive. All fees due under this Agreement are non-cancellable and the sums paid non-refundable.

4.3 Payment by Educational Organisations

Educational Organisations 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 Educational Organisation:

• On the start date of this Agreement for the Subscription Fees payable in respect of the Initial Term; and
• 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.

Educational Organisations shall pay each invoice in full in pounds sterling (without set off, deductions or withholding) within 30 days after the date of such invoice, by BACS or credit/debit card. Payment by cheque is not accepted. If an error in payment is made by the Educational Organisation, DEL has the right to charge an administration fee of £25. If the Educational Organisation fails to pay an invoice within the payment terms, DEL has the right to suspend and/or remove access to the Service, until the invoice has been settled.

4.4 Payment by Individuals

Individuals shall during the registration process provide to DEL a current, valid, accepted method of payment (“Payment Method”), and DEL shall charge the Individual the Subscription Fees to its Payment Method on the start date of this Agreement, and subsequently on the specified billing date indicated on the [subscription sign up page] and in your account profile for each subsequent billing period, which may be each successive month, each successive year or as otherwise agreed with DEL (each a “Billing Period”).

By entering into this Agreement, you authorise us to charge you the Subscription Fees to your Payment Method accordingly. You must keep your Payment Method up to date and ensure the details are correct. We may also update your Payment Methods using information provided to us by the payment service providers. Following any such change, you authorise us to continue charging the applicable Payment Method(s).

There may be occasions where your billing date changes, such as if we try to charge your Payment Method but are unable to take the payment (in which case you authorise us to continue attempting to charge your Payment Method until the payment has successfully been made), or if your Subscription began on a day not contained in a given month.

4.5 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.

4.6 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.

4.7 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.

4.8 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.

4.9 Finance Team

Educational Organisations shall provide DEL with details of a point of contact for the purposes of DEL exercising its rights and performing its obligations under this Agreement, and contacting you regarding invoices, renewals, and otherwise in relation to this Agreement (the “Point of Contact”). You shall notify DEL of any changes to the Point of Contact and provide DEL with details of any successor or replacement Point of Contact.

5. TERM AND TERMINATION

5.1 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 (or where you are an Individual, the length of your Billing Period) (the “Initial Term”) and, thereafter, this Agreement and any Orders made under it shall be automatically renewed for successive periods equal in length to the Initial Term (each a “Renewal Term”), unless otherwise terminated in accordance with the provisions of this Agreement.

5.2 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:

• Customer breaches the terms of this Agreement, including without limitation, its payment obligations;
• 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;
• Where a Business Customer takes or has taken 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;
• DEL is otherwise required by law to do so.

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.

5.3 Termination by Customers

Customers may terminate a Subscription at any time during its Term by giving written notice to DEL by emailing [email protected], 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.

Educational Organisations must provide notice 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 Educational Organisation’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. If you are a Consumer Customer, subject to your legal rights as a consumer, we do not provide refunds or credits for the remainder of any billing period after your cancellation.

5.4 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.

5.5 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.

6. PRIVACY & DATA PROTECTION

Educational Organisations

6.1 Personal data

DEL and Educational Organisations will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

6.2 Data processing details

The parties acknowledge that for the purposes of the Data Protection Legislation, the Educational Organisation 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:

6.3 Data processing terms

Without prejudice to the generality of clause 6.1, DEL shall, in relation to any Personal Data processed in connection with the performance by DEL of its obligations under this Agreement:

• Process that Personal Data only on the written instructions of the Educational Organisation 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 Educational Organisation of this before performing the processing required by Data Protection Legislation unless the Data Protection Legislation prohibits DEL from so notifying the Educational Organisation;
• 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;
• Not transfer any Personal Data outside the United Kingdom or the EEA unless the following conditions are fulfilled:
  • The Educational Organisation or DEL has provided appropriate safeguards in relation to the transfer;
  • The Data Subject has enforceable rights and effective legal remedies;
  • DEL complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred;
  • DEL complies with reasonable instructions notified to it in advance by the Educational Organisation with respect to the processing of the Personal Data;
• Assist the Educational Organisation, at the Educational Organisation'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;
• Notify the Educational Organisation without undue delay on becoming aware of a Personal Data breach;
• At the written direction of the Educational Organisation, delete or return Personal Data and copies thereof to the Educational Organisation on termination of the agreement unless required by Data Protection Legislation to store the Personal Data;
• Maintain complete and accurate records and information to demonstrate its compliance with this clause 6.

6.4 Data processors

The Educational Organisation 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 6. As between the Educational Organisation and DEL, DEL shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 6.

6.5 Revisions

DEL may, at any time on not less than 30 days’ notice, revise this clause 6 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 Educational Organisation will be aware.

6.6 Reporting

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

Individuals

6.7 We use your personal data as set out in our Privacy Notice

How we use any personal data from Individuals is set out in our Privacy Notice available at: https://www.developingexperts.com/privacy

7. USE RIGHTS AND LIMITATIONS

7.1 Customer’s Use

In using the Service, Customer will:

• Comply with all laws;
• Comply with any codes of conduct or other notices provided by DEL;
• Keep its password secret and Business Customers shall ensure their Users keep all passwords secret;
• Promptly notify DEL if it learns of a security breach or unauthorized access related to the Service;
• Provide a stable internet connection with a minimum bandwidth of 1 Mbps.

7.2 Customer shall not:

Customer shall not:

• 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;
• Engage in or facilitate unlawful conduct;
• 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;
• Resell or redistribute the Service, or any part of the Service, unless Customer has a contract with DEL that permits it to do so;
• Use any portion of the Service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages (spam);
• Use any unauthorized 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;
• Use any unauthorized means to modify or reroute, or attempt to modify or reroute, the Service or work around any of the technical limitations in the Service;
• 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;
• 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;
• Build a product or service using similar ideas, features, functions or graphics of the Service; or
• Copy any ideas, features, functions or graphics of the Service.

7.3 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.

7.4 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.

7.5 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.

7.6 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.

8. CUSTOMER CONTENT

8.1 Content

Customer, its Users and associated account Users may be able to create, upload, post and/or store Content on the Client Software and on third party or DEL websites made available through the Service. Customer hereby grants to DEL a non-exclusive, world-wide, royalty-free licence to use such Content as DEL requires for the provision of the Service. Customer warrants that DEL’s use of the Content in accordance with this Agreement will not infringe the intellectual property rights of any third-party.

Customer may be able to post or provide Content and 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. Customer acknowledges that, should any Content created, uploaded, posted or stored on the Services and/or Client Software or provided by it to DEL for use in the Services breach any clause in this Agreement (including in particular clauses 2.3, 7, and/or 8.1), DEL shall be entitled to remove and/or delete such Content from the Services and/or Client Software immediately upon discovery, without any liability to Business Customers. Customer hereby indemnifies DEL for all losses, liabilities, damages, costs and expenses DEL suffers or incurs as a result of any Content breaching any clause in this Agreement (including in particular clauses 2.3, 7, and/or 8.1).

Whenever you make use of a feature that allows you to create content directly on our site, upload or share content to our site, or to make contact with other users of our site, you must comply with the standards set out in clause 7.

8.2 User-generated content is not approved by us

Our site may include information and materials uploaded by other users. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.

8.3 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.

8.4 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 centres. 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.

If you are a Business Customer, DEL shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Content that you use with the Service.

8.5 STEM careers

DEL is committed to promoting relevant STEM-related careers. Users can access content which promotes sponsoring partners and their careers and opportunities, in accordance with clause 8.2.

9. 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’ relationship with each other. For government Customers, this clause is subject to the requirements of applicable trade secret, public records, or similar laws.

10. WARRANTIES

10.1 Warranty

DEL warrants that the Services and Client Software will conform substantially to the description of them contained in the applicable DEL Materials. This 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 warranty does not apply to problems caused by the failure to meet minimum system requirements.

10.2 Remedies for breach of limited warranty for Business Customers

This warranty is subject to the following limitations for Business Customers: this 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; and this warranty does not apply to downtime or other interruption in access to the Services.

If a Business Customer notifies DEL within the Warranty Period that the Service does not meet the limited warranty, then DEL will, at its option, either:

• 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 Business Customer’s notice and ending on the date that the then current Initial Term or Renewal Term would otherwise expire, or
• Update such Service to make it conform.

These are Business Customer’s only remedies for breach of the limited warranty, unless other remedies are required to be provided under applicable law.

10.3 Disclaimer of Other Warranties for Business Customers

IF YOU ARE A BUSINESS CUSTOMER, 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.

10.4 Consumer Rights

If you are a Consumer Customer, you will be entitled to your statutory rights in the event we are in breach of our warranty.

By accepting these terms you agree to DEL providing the Client Software to you immediately and agree that you will lose your right to cancel the contract once your use of the Client Software has begun.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 Ownership of Intellectual Property

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.

11.2 License to Use Customer’s Intellectual Property

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.

11.3 Suggestions and Feedback

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.

12. LIMITATION OF LIABILITY

Business Customers

12.1 Total 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 Business 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.

12.2 Exclusions for Death and Personal Injury

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.

12.3 Limitation on Telecommunication Liabilities

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.

12.4 Inaccurate Third-Party Content

In accordance with clause 3, DEL is not liable for incomplete, inaccurate or unsuitable Output or materials from third-party sites or resources, or as a result of any reliance placed by the Business Customer on the completeness, accuracy or existence of any materials on, or available from, the third-party source.

12.5 Data Loss or Damage

In the event of any loss or damage to the Business Customer’s data, the Business 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 data. DEL shall not be responsible for any loss, destruction, alteration or disclosure of the Business Customer’s data caused by any third party (except those third parties subcontracted by DEL to perform services related to the Business Customer data maintenance and back-up).

12.6 Reasonable Exclusions

The Subscription Fees are determined on the basis of the exclusions and liabilities set out in this clause 12. The Business Customer expressly agrees that the exclusions and limitations set out in this clause are reasonable.

12.7 Insurance

During the Term, the Business 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 Business Customer may reasonably be expected to maintain.

12.8 Property Insurance

Any property belonging to the Business 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 the Business Customer; and (b) shall be clearly marked as the property of the Business Customer. The Business 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 the Business Customer.

12.9 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.

Consumer Customers

12.10 Consumer Rights

DEL is responsible for the losses you suffer caused by DEL breaching this Agreement unless the loss suffered is:

• Unexpected (meaning that it was not obvious that the loss would occur and was therefore unforeseeable);
• Caused by a delaying event outside DEL’s control in accordance with clause 13.9; or
• Avoidable (meaning the loss is something you could have avoided by taking reasonable action (for example, damage to your own digital content or device, which was caused by digital content DEL supplied and which you could have avoided by following DEL’s instructions or having the minimum system requirements advised by DEL)).

13. MISCELLANEOUS

13.1 Notices

If you are a Business Customer, 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.

13.2 Assignment

Customers shall not transfer this Agreement to someone else without DEL’s prior written consent. DEL may assign or transfer the Agreement to its Affiliates, so that a different organisation is responsible for supplying the Services. DEL will inform Individuals in writing if this happens and will ensure that the transfer does not affect the Individual’s rights under the Agreement.

13.3 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.

13.4 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.

13.5 Applicable law

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

13.6 Jurisdiction

This Agreement is 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.

If you are a Consumer Customer then, wherever you live you can bring claims against us in the English courts. If you live in Wales, Scotland or Northern Ireland, you can also bring claims against us in the courts of the country you live in. We can claim against you in the courts of the country you live in.

13.7 Entire agreement

If you are a Business Customer, 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.

13.8 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 clause entitled "Miscellaneous" will survive termination of this Agreement.

13.9 Force majeure

Business Customers

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, labour 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 clause will not, however, apply to Customer’s payment obligations under this Agreement.

Consumer Customers

If the supply of the Service is delayed by an event outside DEL’s control, DEL will contact the Consumer Customer as soon as possible and do what DEL can to reduce the delay. The Consumer Customer will not be compensated for the delay as long as DEL does this, but if the delay is likely to be substantial the Consumer Customer can contact DEL at [email protected].

13.10 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.

4. Ordering, Pricing, Payments, Renewals and Taxes

4.1 Ordering

Customer shall place an Order for the Subscription for a Service via the order form or sign-up process made available through the Client Software, by email, or any other means made available by DEL.

Appendix 1: Standard Support

Educational Organisations

DEL will provide standard support to Educational Organisations 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.

Individuals

DEL will provide standard support to Consumer Customers through the online support form available on DEL’s website. Support may not be provided via telephone, email, or any other means.