Terms and Conditions for a Subscription to Massolit On-Line Course Material
These terms and conditions form the basis upon which Massolit offers to provide educational establishments (the “Subscriber”) with access to Curriculum linked videos and, where available, Supporting Material (together these being described individually as an “Online Course”).
Who are we?
Your agreement is with Massolit Online Education Limited (Company Registration Number 08677263) of 107 Turney Road, London, SE21 7JB (“Massolit”) for supply of Online Courses licensed and provided to you by the Massolit platform and/or any other medium that Massolit may from time to time take advantage of the deliver the Service (“Platform”).
Massolit’s agreement with the Subscriber is always concluded on the basis of the terms and conditions (the “Terms”) set out here together with the Order Form provided by the Subscriber and accepted by Massolit (the “Agreement”).
The appendix attached to these Terms also form part of the Agreement together with information provided by the Subscriber in the Order Form as described below. No terms and conditions proposed by the Subscriber (including any proposed amendments to this Agreement proposed by the Subscriber) shall be regarded as accepted by Massolit and incorporated in or form a substitute for this Agreement.
Placing an Order
Orders are made using the online order form (“Order Form”). Once the Order Form has been completed, a notification will be received by Massolit confirming that the Subscriber has placed the order. The Subscriber should confirm the name and email address of the primary contact. The Subscriber must also select and confirm on the Order Form the date on which the licence shall commence (which in all cases must be the first day of a calendar month, referred to in these Terms as the “Subscription Commencement Date”). The subscription period provided for in these Terms (“Subscription Period”) shall run from the Subscription Commencement Date (unless otherwise agreed in writing between the parties).
School/College Specific Scope of Licence Granted
All licences granted by Massolit are school or site specific meaning that:
- In the case of any Federation of Schools or Multi-Academy Trust the benefit of the licence is specifically limited to those schools identified in the order or orders placed by that organisation; and
- In the case of a college which is part of any group of colleges (howsoever that group has legal standing) the benefit of the licence is specifically limited to the College and/or individual College Site named in the order or orders placed by that organisation.
In consideration of the Subscriber’s access to and the grant of licence for its Users to use of the Platform, Courses and (if applicable) Supporting Materials, the Subscriber agrees to pay Massolit the fees as referred to in the Order Form (the “Subscription Charges”).
All amounts and fees stated or referred to in this Agreement are exclusive of (where applicable) value added tax, which shall be added to Massolit’s invoice(s) at the appropriate rate.
Massolit shall be entitled to review and apply revised charges in respect of subscriptions from time to time. The Subscriber shall be given reasonable notice of any revisions to the charges prior to the renewal of its subscription under this Agreement.
Invoices submitted invoice to the Subscriber, shall be paid by the Subscriber in full and in cleared funds, within 30 days of receipt to a bank account nominated in writing by Massolit. Non receipt of payment in full by the end of the period for payment shall entitle Massolit without prejudice to any other rights and remedies of Massolit to suspend the access rights to the Platform for the Subscriber and all Users. Suspension shall only be lifted and the access rights reinstated (with no extension to the period of the subscription arising) following receipt of cleared funds from the Subscriber.
The Subscriber shall not be entitled to apply any set-off of monies that may be owing to the Subscriber by Massolit against payment of any amount due to Massolit under the Agreement.
The Subscriber shall pay each invoice submitted to it by Massolit, in full and in cleared funds, within 30 days of receipt to a bank account nominated in writing by Massolit. Without prejudice to any other right or remedy that it may have, if the Subscriber fails to pay Massolit on the due date, Massolit may:
- charge interest on such sum from the due date for payment at the annual rate of 4% above the base rate from time to time being of Barclays Bank Plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment the Subscriber shall pay the interest immediately on demand; and
- suspend the delivery of the Service and any web access that the Subscriber is entitled to have until payment has been made in full.
In accordance with, and subject to any limitations referred to in these Terms, Massolit grants the Subscriber a limited non-exclusive and non-transferable licence for its Users at any School or College expressly designated in the Subscriber’s Order Form as entitled to the have the right to access and use the Platform and such Courses as have been selected by the Subscriber and are specified in the Order Form (“Licensed Courses”) for the Subscription Period subject to earlier termination of this Agreement as provided for herein. Prior to Users accessing the Services the Subscriber is required to inform Massolit of its preferred method of access to the Service by Internet Protocol (“IP”) ranges, Referring URL, Username and Password, or by another means of authentication agreed in writing between Massolit and the Subscriber.
The access rights licenced to the Subscriber are in favour of individuals (“Users”) authorised by the Subscriber and whose names and school or college email addresses are subsequently registered with Massolit as part of the arrangements for setting up the Subscriber as a licence holder. No access shall be provided using any email address not directly associated with the School in respect of which a subscription has been purchased.
Users shall be entitled to exercise the rights granted to the Subscriber under this Agreement. Substitution of Users where a registered User leaves the School or College or the Subscriber confirms in writing that the User is now responsible for duties not requiring access to the licence.
Conditions Relating to Use of the Licence Granted
The Subscriber agrees that it shall procure due compliance with this Agreement and of the licence granted by Massolit. The Subscriber undertakes to be responsible for all Users in their accessing of the Platform. Massolit shall be entitled to require any User prior to first logging on successfully to the Platform to accept terms and conditions for use of the Platform (“Online Terms of Use”) provided that the Online Terms of Use are consistent with the licence granted to the Subscriber and no more onerous.
The Subscriber shall ensure that Users comply with the Online Terms of Use accepted by Users on their registration to use the Platform. The Online Terms of Use may be varied from time to time by Massolit to reflect updates to the Agreement to which the Subscriber is subject.
In particular the Subscriber shall ensure that passwords are retained as personal to each individual User and not shared with any other person.
For the avoidance of doubt the Subscriber remains at all times fully responsible for the due performance of the obligations of the Subscriber and any User under this Agreement. Access to and use of Platform, the Services and each Course shall be limited to individual Users who have accepted the Online Terms of Use and who continue to comply with such terms. In the event that a User is in breach of the Online Terms of Use, then without prejudice to Massolit’s other rights and remedies, Massolit reserves the right to immediately suspend access to the Platform, the Services and/or the Courses forming the subject of the Licence to any or all Users.
Resource Materials Provided
The Subscriber shall, and shall ensure that its Users shall access the Courses only in accordance with these Terms. The use by any User in any other circumstances without the consent in writing of Massolit is strictly prohibited and shall constitute a breach of the Licence granted to the Subscriber. Such unauthorised may also expose the Subscriber and Users responsible for the breach of the licence to civil and criminal sanctions.
Availability of the Platform and the Licensed Content
For the purpose of this Agreement a Force Majeure Event shall be defined as any circumstances beyond the reasonable control of a party including without limitation strikes, lock-outs or other industrial disputes (whether involving the workforce of the party so prevented or of any other party), acts of God, government actions, war, riot, hostilities (whether war be declared or not), armed conflict, terrorist attack, terrorist activity, nuclear, chemical or biological contamination, sonic boom, civil commotion, revolution, malicious damage, compliance with any law or governmental order, rule, regulation or direction (including without limitation those caused directly or indirectly by the coronavirus (COVID-19) at regional or national level) outbreak, sanctions, embargo, accident, power failure, breakdown of plant or machinery, fire, flood, drought, storm, earthquake or other natural disaster, disease, epidemic, pandemic or other notifiable disease, public health emergency, default of suppliers or sub-contractors, difficulties or increased expense in obtaining raw materials, labour, fuel, parts or machinery, or import or export regulations or embargoes.
Subject to the remaining provisions of this Agreement, Massolit shall use commercially reasonable endeavours to make the Platform, the Services and Licensed Content available 24 hours a day, seven days a week, except for:
- the occurrence of a Force Majeure Event; or
- planned maintenance and unscheduled maintenance provided that where it is possible to do so Massolit has used reasonable endeavours to give Subscriber advance notice of such maintenance.
Massolit undertakes to provide certain Support and Maintenance services to the Subscriber to the extent provided for in the Appendix.
Copyright and other Intellectual Property Rights
For the purpose of these Terms, references to Intellectual Property Rights shall be a reference to patents, copyright, database right, trade names, trademarks (whether registered or unregistered), performer’s rights and any other proprietary rights to the extent applicable to Massolit and its operation of the Platform, provision of Courses and Supporting Materials.
The Subscriber acknowledges and agrees that:
- Massolit and/or its applicable third party licensors own all Intellectual Property Rights. Subject to the licence granted to the Subscriber in accordance with this Agreement, the Subscriber acknowledges that all other rights to in respect of and arising from the Intellectual Property Rights are retained by Massolit and any third party owners where relevant;
- Courses are made available under the licence such licence shall cease upon termination of this Agreement; and
- it will not, whether during the Subscription Period or at any time after termination of this Agreement, in any way question or dispute the legal and beneficial ownership by Massolit or any applicable third party owner of the Intellectual Property Rights in the Platform or the Licensed Content (or any part thereof).
Acknowledgement of Ownership
No portion of the Platform or any Course made available as part of the Service subscribed to may be reproduced in any form or by any means, except as authorised under the licence granted by this Agreement. The Subscriber undertakes and shall be responsible for ensuring that no person shall reproduce, modify, loan (whether with or without compensation payable), sell, distribute or create derivative works based on the Platform or any Course delivered through the Platform in any manner. The Subscriber shall not undertake any commercial activities associated with the Platform or any of the Courses.
The brand name Massolit, the Massolit logo, and other Massolit trademarks (whether registered or unregistered), other identifying marks, logos and visuals used in connection with the Platform are trademarks or may be subject to other forms of legal protection such as copyright. Save as expressly provided in these Terms the Subscriber has no right or license with respect to any of the aforesaid trademarks graphics and logos.
Academisation and School Re-brokering.
In the event that the School becomes subject to either of the following:
- If not already a School with Academy status becoming an Academy whether as a Single Academy Trust or within a Multi-Academy Trust; or
- Becomes subject to the process referred to as Rebrokering under which proprietorship of the School transfers from one Academy Trust to another Academy Trust; then
- the benefit and the obligations provided for within this Agreement shall transfer on the same date and at the same time as the School’s proprietorship changes provided that Massolit is released on such terms as Massolit acting reasonably propose from any future liability to the predecessor proprietor and the new proprietor confirms adoption of this Agreement this being confirmed by the issue of a Purchase Order in the name of the new proprietor expressly referring to this Agreement that is to transfer to that party.
Renewal
The subscription shall automatically renew at the end of the Subscription Period upon the then current Terms and at the charges then published and notified to the Subscriber in the notification of renewal terms required to be provided by Massolit for a further period of 12 months unless the Subscriber shall have given notice of termination in accordance with the provisions below entitling the Subscriber to terminate.
Termination
The Subscriber terminate this Agreement at any time including at any time prior to the expiry of a Subscription Period for any reason by providing 30 days’ written notice to Massolit. Upon termination under this clause Massolit shall not be required to refund any part of the subscription paid. When Massolit, acting reasonably, believes that there is appropriate justification in doing so (being an actual or potential breach of this Agreement requiring investigation by Massolit) it has the right to temporarily suspend access to the Platform without liability to the Subscriber. Without prejudice to any other rights or remedies which the parties may have, either party may terminate this Agreement without liability to the other immediately on delivering notice of the termination to the other party, if
- the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
- the other party repeatedly breaches any provision of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to this Agreement.
Effect of Termination
On termination of this Agreement for any reason, the Subscriber shall immediately pay to Massolit:
- all amounts outstanding as of the date of termination including, but not limited, to any outstanding unpaid invoices and interest and, in respect of any Service which has either been delivered in full or in part but for which no invoice has been submitted, Massolit may submit an invoice, which shall be payable immediately on receipt; and
- any amounts outstanding as a result of termination.
The Subscriber shall cease all use of the Service upon the effective date of the termination.
The Subscriber will have 30 days from the date of termination to retrieve any of the data that the Subscriber wishes to keep.
Compliance with Laws
The Subscriber shall, and shall ensure that its Users shall, comply with all applicable laws and regulations that apply to its use of the Platform and the Courses.
Data Protection
The Subscriber’s attention is drawn to the Privacy Notice of Massolit appearing at https://www.massolit.io/privacy. Massolit undertakes to draw attention appropriately to the Privacy Notice in a manner that benefits all Users who access the Platform.
Notification of Security Breaches
Massolit shall comply with all applicable Laws regarding the notification of individuals in the event of an unauthorised release of personally identifiable information and notification of other unauthorised data and information disclosures.
Within 72 hours of discovering any breach of the Massolit’s security obligations or of any other event requiring notification under applicable Law, Massolit shall notify the Subscriber, and any other individuals required to be notified, of the breach or other events by telephone and e-mail.
Massolit shall indemnify and defend the Subscriber against any losses arising out of claims related to any unauthorised disclosure or other events requiring notification under applicable Law.
Disclaimer of Warranties
The Platform, Services and the Courses will be provided by Massolit with reasonable care and skill and in accordance with this Agreement.
Massolit does not exclude liability for death or personal injury, fraud or any other risk that by law Massolit is expressly prohibited from excluding. Subject to the foregoing all warranties and obligations that would otherwise by implied by statute, common law, custom, trade usage, course of dealing or otherwise, including any condition of satisfactory quality or fitness for a particular purpose whether or not any purpose has been notified by the Subscriber are hereby excluded to the fullest extent permitted by law. Without prejudice to the generality of the foregoing Massolit makes the Subscriber aware that:
- Massolit is unable to and does not warrant that the Users’ experience of use the Platform and in particular the downloading and/or streaming as the case may be of Courses will be uninterrupted or error-free; and
- Massolit does not represent or guarantee that the Platform will be free from viruses, third party hacking, or other security breach, and Massolit excludes any liability for any such matters to the fullest extent permissible by law. The Subscriber shall make all Users aware of the necessity as good information management practice to back up materials downloaded where permitted by this Agreement, and for safeguarding the User’s data at all times.
Neither party shall be liable under or in connection with this Agreement for consequential, special, incidental or indirect losses or for loss of profits, loss of business, loss of anticipated savings and/or loss of goodwill, notwithstanding that any of the same may have been in the contemplation of the affected party when entering into this Agreement.
Subject to the remaining provisions of this clause, and except for the Subscriber’s or its Users’ unauthorised or unlawful use of the Platform, the Service subscribed to and Courses made available thereunder each party’s maximum aggregate liability under or in connection with this Agreement shall not exceed the total value of the Subscription Charges paid or payable to Massolit for the duration of a single Subscription Period (being, for the avoidance of doubt, 12 months).
For the purposes of this clause, ‘however that liability arises’ means howsoever arising, whether in contract, tort (including negligence and strict liability), breach of statutory duty, indemnity or otherwise.
The parties agree that the limitations and exclusions of liability contained in this Agreement are reasonable in view of the nature and extent of the obligations accepted by each party under this Agreement and the level of the Subscription Charges.
Subscriber Indemnity
The Subscriber undertakes to indemnify Massolit against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and legal fees) arising out of or in connection with:
- The Subscriber’s or its Users’ unauthorised or unlawful access to and use of the Platform, the Service provided and any Courses made available.
- Breach of this Agreement or breach of any Online Terms of Use that a User is required to agree to – the Subscriber undertaking to indemnify Massolit for any such breach occasioned by a User;
- any infringement by Subscriber or any of its Users (in the case of Users whether acting in the course of their duties or otherwise) of any Intellectual Property Rights.
Neither party shall be liable for any delay in performing or failure to perform its obligations hereunder to the extent that and for so long as the delay or failure results from any act, event, non-happening, omission or accident that could not reasonably be avoided or with the application of reasonable resources managed by the affected party and which constitutes a Force Majeure Event.
If any Force Majeure Event occurs, the date(s) for performance of the affected obligation(s) shall be postponed for so long as is made necessary by the Force Majeure Event, provided that if any Force Majeure Event continues for a period of or exceeding 1 month, the non-affected party shall have the right to terminate this Agreement forthwith on written notice to the affected party. Each party shall use its reasonable endeavours to mitigate the consequences of any Force Majeure Event.
Notices
Any notice required or permitted to be given by any party to the other under this Agreement shall be in writing addressed to that other party at its registered office or if no such office is required its principal place of business or such other address as may at the relevant time have been notified pursuant to this clause to the party giving the notice or may be sent by email. A notice may be personally delivered. If sent by post this must be under a first class recorded delivery service, A notice shall be deemed to have been served, if personally delivered, at the time of delivery or (if sent by first class recorded delivery post) forty-eight hours after posting. Where sent by email receipt shall be deemed to have occurred at 9am on the next working day following the date of despatch.
Entire Agreement and Third Party Rights
This Agreement supersedes all prior agreements, arrangements and understandings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof.
The parties agree that it is not intended that a third party should have the right to enforce a provision of this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.
Waiver
Subject to the next provision, no variation of this Agreement nor any waiver of any term of this Agreement is valid unless it is in writing and signed by an authorised person of each of the parties.
Variation
Massolit reserves the right to make changes to the Agreement at any time. Changes to the Agreement will be announced by sending a notice to the Subscriber. Unless the Subscriber has been expressly requested to and has agreed to a specific variation during a Subscription Period no variation shall affect the Agreement between Massolit and the Subscriber until the date of the next occurring Subscription Period.
Law and Jurisdiction
This Agreement is governed by the law of England and Wales and the parties submit to the exclusive jurisdiction of the English courts to resolve any dispute between them arising under or in connection with this Agreement.
Appendix
Service Levels, Support and Maintenance
Support Services
During such period as the Subscriber has a valid subscription for Services Massolit shall at it’s expense, provide the Subscriber with electronic and internet-based support during Massolit’s normal business hours in order to identify and address problems with the Service (“Support Services”).
Service Levels
Massolit expects to provide the Service to the Subscriber with a system availability of at least 99% during each calendar month but the ability to achieve this relies upon third parties not under the control of Massolit.
System Maintenance
The Subscriber agrees and acknowledges that:
- Massolit may take the Service offline for planned and unplanned maintenance required in order to assure the quality of the Services;
- maintenance of the hosting equipment, facility, or other aspects of Massolit’s systems that may require interruption of the Platform (“Maintenance Events”) shall usually not be performed during the hours of 8.30am – 5.30pm GMT during business days but this may occur in circumstances or emergency or other exceptional circumstances;
- Massolit may interrupt access to the Platform at any time to perform emergency maintenance; and
- Massolit may interrupt access to the Platform for unscheduled maintenance and shall endeavour to notify the Subscriber and Users in whatever way proves reasonably practicable in the circumstances.
Massolit shall maintain and provide updates to the Platform as it considers appropriate from time to time.