Our terms and conditions of supply

1 These Terms

1.1 What these terms cover. These are the terms and conditions on which we supply products to you, whether these are subscription services or digital content (“Products”).

1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide Products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.

1.3 Definition and Interpretation. In these terms and conditions words and phrases shall have the meaning and be interpreted as described in clause 19.

2 Information About Us And How To Contact Us

2.1 Who we are. We are CyberCaesar Limited, a company registered in England and Wales. Our company registration number is 10604231 and our registered office is at 40 Salisbury Road, Carshalton.

2.2 How to contact us. You can contact us by writing to us at info@cybercaesar.com.

2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.

2.4 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.

3 Our Contract With You

3.1 How we will accept your order. Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.

3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this in writing and will not charge you for the Product.

3.3 Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.

3.4 We only sell to the UK. Our website is solely for the promotion of our Products in the UK. Unfortunately, we do not accept orders from addresses outside the UK.

4 Your Rights To Make Changes

If you wish to make a change to the Products you have ordered, please contact us. We will let you know if the change is possible and whether this impacts on the price of the Product or the timing of supply. We are not under any obligation to make changes.

5 Our Rights To Make Changes

5.1 Minor changes to the Products. We may change the Products:

5.1.1 to reflect changes in relevant laws and regulatory requirements; and

5.1.2 to implement minor technical adjustments and improvements where such changes will not affect your use of the Products.

5.2 More significant changes to the Products and these terms . In addition, we may make changes to these terms or the Products, but if we do so we will notify you and you may then contact us to end the contract and receive a refund in respect of any unexpired subscription period or any digital content not downloaded at the date of termination, before the changes take effect:

5.3 Updates to digital content. We may update or require you to update digital content, provided that the digital content shall always match the description of it that we provided to you before you bought it.

6 Providing The Products

6.1 When we will provide the Products. During the order process we will let you know when we will provide the Products to you. If the Products are ongoing services and subscriptions, we will also tell you during the order process when and how you can end the contract.

6.1.1 If the Product is a one-off purchase of digital content. We will make the digital content available for download by you as soon as we accept your order.

6.1.2 If the Products are ongoing services or a subscription to receive digital content . We will supply the services or digital content to you until either the services are completed or the subscription expires (if applicable) or you end the contract as described in clause 8 or we end the contract by written notice to you as described in clause 10.

6.2 We are not responsible for delays outside our control. If our supply of the Products is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of a delay of 60 days or more you may contact us to end the contract and receive a refund in respect of the unexpired part of any subscription.

6.3 Maintenance of Products. We will use commercially reasonable endeavours to make subscription services available 24 hours a day, seven days a week, except for:

6.3.1 planned maintenance carried out during the maintenance window of 10.00 pm to 4.00 am UK time; and

6.3.2 unscheduled maintenance performed outside 9.00 am to 5.00 pm, provided we have used reasonable endeavours to give you at least 6 hours’ notice in advance.

6.4 Non-performance of Products. We will not be responsible for any non-conformance which is caused by use of Products contrary to our instructions, or modification or alteration of Products by any person other than ourselves or someone authorised by us. We do not give any warranty that your use of the Productswill be uninterrupted or error-free. Furthermore, we are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Products may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.5 What will happen if you do not give required information to us . We may need certain information from you so that we can supply the Products to you. If so, this will have been stated in the description of the Products on our website or as part of the order process. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 10.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the Products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.

6.6 Reasons we may suspend the supply of Products to you. We may have to suspend the supply of Product to:

6.6.1 deal with technical problems or make minor technical changes;

6.6.2 update the Product to reflect changes in relevant laws and regulatory requirements;

6.6.3 make changes to the Product as requested by you or notified by us to you (see clause 5).

6.7 Your rights if we suspend the supply of Products. We will contact you in advance to tell you we will be suspending supply of Product, unless the problem is urgent or an emergency. If we have to suspend Product for longer than 21 days in any 90 day period, we will adjust the price so that you do not pay for Products while they are suspended. You may contact us to end the contract for a Product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 60 days and we will refund any sums you have paid in advance for Product in respect of the period after you end the contract.

6.8 We may also suspend supply of the Products if you do not pay . If you do not pay us for Products when you are supposed to (see clause 13.4) and you still do not make payment within 7 days of us reminding you that payment is due, we may suspend supply of Products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of Products. We will not suspend Products where you validly dispute the unpaid invoice (see clause 13.6). We will not charge you for the Products during the period for which they are suspended. As well as suspending Products we can also charge you interest on your overdue payments (see clause 13.5).

6.9 Your right to use our Products. In consideration of you paying the applicable charges we grant you the non-exclusive non transferrable right to use Product as a personal learning tool and learning resource for the subscription period. Where you are an Organisation, you have the right to grant Authorised Users who are students to use Products as personal learning tools and learning resources and for Authorised Users who are teachers within your Organisation to use Products as teaching tools and teaching resources for your students. The rights provided under this clause 6.9 are granted to you only, and shall not be considered granted to any of your subsidiaries or holding companies or any individual entities, branches or associated or affiliated schools forming part of any Organisation and in each case such entity, branch or entity or school shall be deemed an individual Organisation.

6.10 Restrictions on your right to use our Products. You agree to ensure that:

6.10.1 the maximum number of Authorised Users that you authorise to access and use Products shall not exceed the number of User Subscriptions you have purchased from time to time;

6.10.2 you will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use Products;

6.10.3 each Authorised User shall keep a secure password for his use of Product and that each Authorised User shall keep his password confidential;

6.10.4 you will maintain a written, up to date list of current Authorised Users and provide such list to us within 5 days of our written request at any time or times;

6.10.5 you will permit us to audit the product in order to establish the name and password of each Authorised User;

6.10.6 if any of the audits referred to in clause 6.10.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to our other rights, you shall promptly disable such passwords and you will not issue any new passwords to any such individual;

6.10.7 if any of the audits referred to in clause 6.10.5 reveal that you have underpaid subscription fees, then without prejudice to our other rights, you will pay to us on demand an amount equal to such underpayment.

6.10.8 you will not access, store, distribute or transmit any viruses, or any material during the course of its use of Products that:

6.10.8.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

6.10.8.2 facilitates illegal activity;

6.10.8.3 depicts sexually explicit images;

6.10.8.4 promotes unlawful violence;

6.10.8.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

6.10.8.6 is in a manner that is otherwise illegal or causes damage or injury to any person or property;

and we reserve the right, without liability or prejudice to our other rights to disable your access and that of your Authorised Users to any material that breaches the provisions of this clause.

6.10.9 You will not:

6.10.9.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties;

6.10.9.2 except to the extent expressly permitted under these terms and conditions, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Products (as applicable) in any form or media or by any means;

6.10.9.3 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Product;

6.10.9.4 access all or any part of Product in order to build a product or service which competes with Product;

6.10.9.5 use Products to provide services to third parties;

6.10.9.6 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make Product available to any third party except the Authorised Users,

6.10.9.7 attempt to obtain, or assist third parties in obtaining, access to Products; and

you will use all reasonable endeavours to prevent any unauthorised access to, or use of, Products and, in the event of any such unauthorised access or use, promptly notify us.

6.10.10Your responsibility for Authorised Users. You are responsible for each of your Authorised User’s use of Products and you will make sure that your Authorised Users comply with the provisions of these terms and conditions. You will be liable for any breach of these terms and conditions by your Authorised Users as though the breach was committed by you. Your management of Authorised Users includes purchasing additional User Subscriptions where required.

7 YOUR RESPONSIBILITIES

7.1 You will co-operate with us in connection with your use of Products. You agree to

7.1.1 provide us with:

7.1.1.1 all necessary co-operation in relation to your use of Products; and

7.1.1.2 all necessary access to such information that we may require;

in order to provide Products, including but not limited to Your Data; and

7.1.2 comply with our policies relating to the use of the website.

7.2 You will comply with applicable laws and regulations. You agree to comply with all applicable laws and regulations with respect to your activities in connection with Products and ensure that your Authorised Users do the same;

7.3 Use of devices to access the Products. You will ensure that any Authorised Users use appropriate devices to access Products and that you and your Authorised Users maintain appropriate network connections andtelecommunications links. We are not responsible for problems relating to your devices or for any problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

8 Your Rights To End The Contract

8.1 You can always end your contract with us . Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:

8.2 If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the Product repaired or replaced or a service re-performed or to get some or all of your money back), see clause 10.

8.3 Ending the contract because of something we have done or are going to do . If you are ending a contract for a reason set out at clauses 8.3.1 to clause 8.3.5 below the contract will end immediately and we will refund you in full for any Products which have not been provided and you may also be entitled to compensation. The reasons are:

8.3.1 we have told you about an upcoming change to Product(s) or these terms which you do not agree to (see clause 5.2);

8.3.2 we have told you about an error in the price or description of Product(s) you have ordered and you do not wish to proceed;

8.3.3 there is a risk that supply of Product(s) may be significantly delayed because of events outside our control;

8.3.4 we have suspended supply of Product(s) for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 60 days; or

8.3.5 you have a legal right to end the contract because of something we have done wrong.

8.4 Exercising your right to change your mind (Consumer Contracts Regulations 2013) . If you are a consumer, for most Products bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms and conditions.

8.5 When you don’t have the right to change your mind. You do not have a right to change your mind in respect of:

8.5.1 any contract for Product(s) the price of which is less than £42;

8.5.2 digital products after you have started to download or stream these;

8.5.3 services, once these have been completed, even if the cancellation period is still running;

8.5.4 any Products which become mixed inseparably with other items after their delivery;

8.5.5 if you are not a consumer.

8.6 How long do I have to change my mind? How long you have depends on what you have ordered and how it is delivered.

8.7 Have you bought subscription services? If so, if you are a consumer (subject to clause 8.5), you have 14 days after the day we email you to confirm we accept your order. However, once we have completed the services you cannot change your mind, even if the period is still running. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind.

8.8 Have you bought digital content for download or streaming? If you are a consumer, you have 14 days after the day we email you to confirm we accept your order, or, if earlier, until you start downloading or streaming. If we delivered the digital content to you immediately, and you agreed to this when ordering, you will not have a right to change your mind.

8.9 Ending the contract where we are not at fault and there is no right to change your mind . Even if we are not at fault and you do not have a right to change your mind, you can still end the contract before it is completed, but you may have to pay us compensation. A contract digital content is completed when Product is delivered, downloaded or streamed and paid for. A contract for services is completed when we have finished providing the services and you have paid for them. If you want to end the contract in these circumstances, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for Products not provided but we may deduct from that refund reasonable compensation for the net costs we will incur as a result of your ending the contract.

9 How To End The Contract With Us (including If You Have Changed Your Mind)

9.1 Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:

9.1.1 email. email us at [ADDRESS]. Please provide your name, home address, details of the order and, where available, your phone number and email address.

9.1.2 Online. Complete the [form INSERT LINK TO ONLINE CANCELLATION FORM] on our website.

9.1.3 By post. Print off the [form INSERT LINK TO PRINTABLE CANCELLATION FORM] and post it to us at the address on the form. Or simply write to us at that address, including the information required in the form.

9.1.4 How we will refund you. We will refund you the price you paid for Products, by the method you used for payment. However, we may make deductions from the price, as described below.

9.2 Deductions from refunds. If you are exercising your right to change your mind where Product is a service, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.

9.2.1 When your refund will be made. We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind, then your refund will be made within 14 days of your telling us you have changed your mind

10 Our Rights To End The Contract

10.1 We may end the contract if you break it . We may end the contract for Product at any time by writing to you if:

10.1.1 you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due;

10.1.2 you do not, within a reasonable time of us asking for it, provide us with information or access to your systems or devices that is necessary for us to provide Products.

10.2 You must compensate us if you break the contract . If we end the contract in the situations set out in clause 10.1 we will refund any money you have paid in advance for Products we have not provided but we may deduct or charge you reasonable compensation for the net costs, we will incur as a result of your breaking the contract.

10.3 We may withdraw Product(s). We may write to you to let you know that we are going to stop providing Product(s). We will let you know at least 30 days in advance of our stopping the supply of Product(s) and will refund any sums you have paid in advance for Product(s) which will not be provided.

11 If There Is A Problem With The Product

11.1 How to tell us about problems. If you have any questions or complaints about the Product, please contact us. You can email our customer service team at info.cybercaesar.com.

12 YOUR DATA

12.1 You will own all right, title and interest in and to all of Your Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data.

12.2 We will back up data on a daily basis and will not be responsible for any loss, destruction, alteration or disclosure of Your Data caused by any third party (except those third parties sub-contracted by us to perform services related to Your Data maintenance and back-up).

12.3 If we process any personal data on your behalf when performing our obligations, it is agreed that you are the data controller and we are the data processor and in any such case:

12.3.1 you acknowledge and agree that personal data may be transferred or stored outside the EEA or the country where you or the Authorised Users are located in for us to perform our obligations in connection with Products;

12.3.2 you will ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with Products on your behalf;

12.3.3 you will ensure that the relevant third parties including Authorised Users have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

13 Price And Payment

13.1 Where to find the price for Product. The price of Product (which includes VAT) will be the price indicated on the order pages when you placed your order.

13.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply Product, we will adjust the rate of VAT that you pay, unless you have already paid for Product in full before the change in the rate of VAT takes effect.

13.3 When you must pay and how you must pay . We accept payment via online banking or with Visa or MasterCard. When you must pay depends on what Product you are buying:

13.3.1 for digital content, you must pay for Products before you download them.

13.3.2 for services, you must make full payment in advance.

13.4 We can charge interest if you pay late . If you do not make any payment to us by the due date, we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Barclays Bank from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.

13.5 What to do if you think an invoice is wrong . If you think an invoice is wrong, please contact us promptly to let us know and we will not charge you interest until we have resolved the issue.

14 PROPRIETARY RIGHTS

14.1 You acknowledge and agree that we and/or our licensors own all intellectual property rights in Products. Except as expressly stated herein, these terms and conditions do not grant you or your Authorised Users any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of Products.

15 Our Responsibility For Loss Or Damage Suffered By You

15.1 We are responsible to you for foreseeable loss and damage caused by us . If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

15.2 When we are liable for damage to your property. If you are a consumer, in the event that defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

15.3 Where you are not a consumer. If you are an Organisation or you are not a consumer our liability to you is limited and excluded as follows:

15.3.1 we are not liable to you, your employees, agents or contractors whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these terms and conditions for loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of or damage to goodwill; loss of use or corruption of software, data or information; any indirect or consequential loss;

15.3.2 nothing in this clause 15.3 limits or excludes our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation; or breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law;

15.3.3 subject to clause 15.3.1 and clause 15.3.2 our total liability to you whether in contract tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these terms and conditions shall be limited to the price paid for Products giving rise to such liability.

16 How We May Use Your Personal Information

16.1 How we will use your personal information. We will use the personal information you provide to us:

16.1.1 to supply Products to you including sharing such information with our suppliers and contractors;

16.1.2 to process your payment for Products; and

16.1.3 if you agreed to this during the order process, to inform you about similar Products that we provide, but you may stop receiving these at any time by contacting us.

16.2 We will only give your personal information to other third parties where the law either requires or allows us to do so .

17 CONFIDENTIALITY

17.1 We may each be given access to Confidential Information from the other party in order to perform our respective obligations in connection with Products. A party's Confidential Information shall not be deemed to include information that:

17.1.1 is or becomes publicly known other than through any act or omission of the receiving party;

17.1.2 was in the other party's lawful possession before the disclosure;

17.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

17.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or

17.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

17.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of the contract.

18 Other Important Terms

18.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another person. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

18.2 You need our consent to transfer your rights to someone else . You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

18.3 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.

18.4 If a court finds part of this contract illegal, the rest will continue in force . Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

18.5 Even if we delay in enforcing this contract, we can still enforce it later . If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide Products, we can still require you to make the payment at a later date.

18.6 Which laws apply to this contract and where you may bring legal proceedings . These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you are a consumer and live in Scotland, you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you are a consumer and live in Northern Ireland, you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.

19 DEFINITIONS AND INTERPRETATION

19.1 The definitions and rules of interpretation in this clause apply in these terms and conditions:

Authorised User means you, the individual who is (as the case may be): (i) a teacher or a member of staff engaged by an Organisation; (ii) a student enrolled at an Organisation; or (iii) the parent of a student enrolled at an Organisation; or (iv) any person authorised by us or you to use the Product in accordance with the type of Product subscription you have purchased and "the Authorised User" means the relevant Authorised User.

Confidential Information means information that is proprietary or confidential and is either clearly labelled or identified as such.

Organisation means a school, college or similar institution or entity engaged in the field of education that is granted access to Products by us, and who has purchased Product from us.

Your Data means the data inputted by you, Authorised Users, or us on your behalf for the purpose of using Products or facilitating your use of Products.

User Subscriptions means the user subscriptions purchased by you for Products which entitle Authorised Users to access and use Products.

19.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

19.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

19.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

19.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

19.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

19.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the contract.

19.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of the contract under that statute or statutory provision.

19.9 A reference to writing or written includes faxes and e-mail.