Terms and Conditions
Effective Date: 9th July 2024
These Terms and Conditions ("Terms") govern your use of Everybody Counts ("Platform"). By accessing or using the Platform, you agree to these Terms. Please print or save a copy for future reference.
1. Definitions
2. Licence
2.1 Grant of Licence: In exchange for Fees, we grant you a non-exclusive licence to use the Product via the Platform during the Licence Period.
2.2 Restrictions: You must not:
2.3 User Materials Licence: You grant us a perpetual, irrevocable licence to use your User Materials for our business purposes.
3. Accessing the Platform and Product
3.1 Access Conditions: You can access the Product only during the Licence Period and must follow the Product Specific Terms.
3.2 Organisation's Authority: By purchasing the Product, you confirm your authority to do so on behalf of your Organisation.
3.3 User Accounts: Your Organisation must create a user account for you to access the Platform.
3.4 Login Requirements: Access requires logging into your Platform account.
4. Your Obligations
4.1 Product Selection: The Organisation is responsible for selecting appropriate Products.
4.2 Security: Do not share your username and password.
4.3 Content Restrictions: Do not upload illegal or inappropriate content.
4.4 Legal Compliance: Ensure all content you upload complies with relevant laws.
4.5 Suspension of Access: We may remove content or suspend access if we suspect a breach of these Terms.
4.6 Teacher Responsibility: Teachers must use the Product appropriately for students.
4.7 Reporting Errors: Notify us of any errors in the Product.
4.8 Prohibited Actions: Do not spam, download excessively, or introduce harmful elements to the Platform.
4.9 Device Configuration: Ensure your device meets the required specifications.
4.10 Data Protection Compliance: Ensure any Personal Data you provide complies with data protection laws.
5. Our Obligations
5.1 Platform Access: We will use reasonable efforts to ensure the Platform and Products are accessible.
5.2 User Credentials: Provide login credentials and support for Authorised Users.
5.3 Training: Provide training and help notes if agreed in writing.
6. Withdrawal of Products
6.1 Right to Withdraw: We may withdraw any Product if:
6.2 Notification and Compliance: We will notify you of any withdrawal and provide instructions for removing the material.
7. Intellectual Property Rights
7.1 Ownership: We own all Intellectual Property Rights in the Platform and Products.
7.2 User Warranty: You warrant that your User Materials do not infringe third-party rights.
7.3 Reporting Infringements: Notify us promptly if you become aware of any intellectual property infringement.
7.4 Remedies for Infringement: We may obtain rights for you to continue using infringing items, replace or modify them, or withdraw them and refund you.
8. Warranties
8.1 Availability: We will use reasonable efforts to ensure the Platform is available.
8.2 No Uninterrupted Service: We do not guarantee uninterrupted or error-free service.
8.3 Selection Responsibility: The Organisation is responsible for selecting the Product.
8.4 No Implied Warranties: Except as stated, we provide no other warranties.
9. Liability
9.1 Scope of Liability: This clause sets our entire financial liability.
9.2 Exclusions: We do not exclude liability for death, personal injury caused by our negligence, or fraud.
9.3 Limitation of Liability: We are not liable for indirect or consequential loss, loss of profit, revenue, business, or data.
9.4 Liability Cap: Our total liability is limited to the Fees paid in the 12 months preceding the claim or £5000, whichever is higher.
9.5 No Direct Claims: Authorised Users must raise any claims through their Organisation.
10. Term and Termination
10.1 Automatic Extension: The licence extends automatically for 12 months unless terminated with 30 days' notice before the end of the current period.
10.2 Termination for Breach: Either party may terminate if the other is in material breach and fails to remedy it within 30 days.
11. Effect of Termination
11.1 Consequences: On termination, you must cease using the Platform, and we may delete your account and content.
11.2 Survival: Rights and obligations that should continue after termination will survive.
12. Force Majeure
12.1 No Liability for Events Beyond Control: We are not liable for failure to perform due to events beyond our control.
13. Maintenance
13.1 User Responsibility: Ensure the fault is not with your device before contacting us.
13.2 Contact Details: Contact us via help@everybodycounts.org.uk or +44 (0) 333 339 1001 if you need assistance.
13.3 Administrative Fees: We may charge for support if the fault lies with your device or internet service.
14. Notices
14.1 Delivery of Notices: Notices must be in writing and delivered personally or by courier.
15. General Provisions
15.1 Entire Agreement: These Terms constitute the entire agreement between us and you.
15.2 Amendments: We may amend these Terms with at least one month's notice.
15.3 Waivers: Waivers must be in writing.
15.4 Severability: Invalid provisions will be modified to reflect the parties' intent.
16. Governing Law and Jurisdiction
16.1 Governing Law: These Terms are governed by the law of England.
16.2 Jurisdiction: The courts of England have exclusive jurisdiction over any disputes.
16.3 Alternative Dispute Resolution: If you are a consumer in the EU, we may consider resolving disputes through ADR.
For further assistance, contact us at help@everybodycounts.org.uk or +44 (0) 333 339 1001.