Shirley Clarke Media Ltd: Website Terms and Conditions.
This page tells you information about us and the legal terms and conditions (Terms) on which we sell our interactive video streaming services (Services) listed on our website (our site) to you.
These Terms will apply to any contract between us for the sale of Services to you (Contract). Please read these Terms carefully and make sure that you understand them, before ordering any of the Services from our site. Please note that before placing an order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any of our Services from our site.
You should print a copy of these Terms or save them to your computer for future reference.
We amend these Terms from time to time as set out in clause 6. Every time you wish to use our Services, you should please check these Terms to ensure you understand the Terms which will apply at that time.
These Terms were most recently updated on 25 May 2018.
These Terms, and any Contract between us, are only in the English language.
Information about Shirley Clarke Media LTD
We operate the site shirleyclarke-education.org. We are Shirley Clarke Media Ltd a company registered in England and Wales under company number 07452925 and with our registered office at Murphy Thompson Moore LLP, 3rd Floor 82 King Street, Manchester, M2 4WQ. Our VAT number is 112 1941 57.
You may contact us by e-mailing us at firstname.lastname@example.org.
We provide an interactive video streaming service for teachers and the like who are seeking to learn and understand more about the practical application of formative assessment in the classroom.
The video platform is designed as a staff development resource, providing the facility to filter video clips by age, subject and element of formative assessment; whole lessons and curated playlists. Banks of discussion starters supplement the clips.
How we use your personal information
You confirm that you have authority to bind your business or school to these Terms, and that you are legally capable of entering into binding contracts with us, and that you are over the age of 18 years old.
These Terms constitute the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these
Terms or any document expressly referred to in them.
You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation based on any statement in this Contract.
How the contract is formed between you and us
Subscription in accordance with these Terms will enable you to access our site and Services (Subscription) for a period of 12 months (Subscription Period). To obtain a Subscription you must submit an order for the Services through our site by completing the online form. You will receive from us an email acknowledgement of the order. This does not mean that the order has been accepted by us. All orders are subject to acceptance by us. Acceptance by us of your order, and therefore commencement of the Subscription, will take place only when we send to you an email confirming receipt of payment or remittance advice and acceptance of the order.
Subscription to our site will entitle a specific number of individual users (User(s)) access to the Services. If you choose to add further users then you are required to enter into a new Contract.
Our site will guide the Users through the steps to enable the user to enter their specific code issued by us. This will allow the User access to the Services. Only one User per code will be allowed access to the Services.
You will only have access to the Services once payment has been received. You will receive notice of receipt by email. Your access is terminable without notice if clearance of payment fails within 30 days of tendering payment.
If we are unable to supply you with the Services, we will inform you of this by e-mail and we will not process your order. If you have already paid for the Services, we will refund you the full amount as soon as possible.
Upon expiry of each Subscription Period, a new Subscription Period of 12 months will commence only if you submit a new online subscription order, and we confirm acceptance of the order in accordance with clause 5.1. Upon application for renewal of the Subscription, we shall send you a request for payment for the next Subscription Period based on the prevailing prices at that time, and, as per the provisions of clause 5.4, you will only have continued access to the Services once payment for renewal has been received.
Our right to vary these Terms
We amend these Terms from time to time. Please check the date at the top of this page to see when these Terms were last updated.
Every time you place an order for our Services from us, the Terms in force at the time of your order will apply to the Contract between you and us.
We may revise these Terms as they apply to your order from time to time to reflect changes in relevant laws and regulatory requirements
If we have to revise these Terms as they apply to your order, we will contact you to give you reasonable advance notice of the changes and let you know how to cancel the Contract if you are not happy with the changes. You may cancel either in respect of all the affected Services or just the Services you have yet to receive.
Price of the Services
The prices of the Services will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Services are correct at the time when the relevant information was entered onto the system.
Prices of the Services may change from time to time, but changes will not affect any order you have already placed.
The price of the particular Services includes VAT and other applicable taxes (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Services in full before the change in VAT takes effect.
How to pay
Payment of Services is made by using the method(s) specified on your invoice.
We only supply our Services for internal use by your school, organisation or business, and you agree not to use the Services for any resale or other purpose.
Nothing in these Terms limits or excludes our liability for:
death or personal injury caused by our negligence; and
fraud or fraudulent misrepresentation.
Subject to clause 9.2, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
any loss of profits, sales, business, or revenue;
loss or corruption of data, information or software;
loss of business opportunity;
loss of anticipated savings;
loss of goodwill; or
any indirect or consequential loss.
Subject to clause 9.2, our total liability to you in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the sum equivalent to the cost of 12 months Subscription for the Services.
Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the supply of the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law.
Events outside our control
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 10.2.
An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications network.
If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
we will contact you as soon as reasonably possible to notify you; and
our obligations under this Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.
You may cancel a Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us.
Communications between us
When we refer, in these Terms, to “in writing”, this will include e-mail.
Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail.
A notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or if sent by e-mail, one Business Day after transmission.
In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
General prohibition of use and intellectual property rights
You may not copy, reproduce, republish, disassemble, decompile, reverse engineer, post, broadcast, transmit, distribute, lend, hire, sub-license, rent, perform, make a derivative work from, make available to the public, adapt, alter, edit, re-position, frame, rebrand, change or otherwise use in any way any of the site’s content, material or software in whole or in part or permit or assist any third party to do the same except to the extent permitted at law.
All copyright, trademarks, design rights, patents and other intellectual property rights (registered and unregistered) in the site which belong to us shall remain vested in us.
The names, images and logos identifying us and our Services are subject to copyright, design rights and trade marks (registered and unregistered) of us.
Except as expressly stated, the Terms are reserved by us as owner and nothing in these Terms operates to transfer or licence these rights to you. For the avoidance of doubt, nothing in this Contract will operate to transfer or license any rights owned by us in any of its trademarks or logos.
You agree that the Services supplied through the site are only to be used for internal educational purposes.
We may terminate the Contract at our sole discretion without cause at any time with immediate effect.
You may terminate the Contract at your sole discretion without cause at any time with immediate effect by ceasing to use the Services and stopping Users of the Services to access, view and/or listen to our content. You will still remain liable to any outstanding fees owed for the entire Subscription Period.
On the termination of the Contract, all rights granted to you under the Contract will cease immediately and any use of the Services will cease immediately.
You agree to keep all and any information, content and materials (meaning information disclosed by us to you which is not in the public domain, including without limitation all technical information, data, site URLs, software and licence key(s)) secret and use it only to access and use the Services and shall not without the prior written consent or as otherwise permitted by the Contract disclose the information to any third party.
Customer IT system recommendations
It is your responsibility to have appropriate computer software to be able to access our site and Services and firewall software protection operating systems your firewall protection, should allow the possibility of video streaming.
How we may use your personal information
Other important terms
We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms. We will always notify you in writing or by posting on this webpage if this happens.
You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
This Contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
International supply of services and jurisdiction
By accessing our Services from abroad you agree to these Terms and that you agree to indemnify us against any cost incurred in pursuing or seeking to enforce a claim against you for any breach of the Terms and agree to hold us harmless against any losses or costs which you may incur if a claim is brought against you for any breach of the Terms.
A Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
We both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).