Terms of Use for Amazing People Schools

Last Updated: October 2023

1. These terms

1.1 What these terms cover. These are the terms and conditions on which we supply products to you, or digital content, along with subscriptions to our “Website” <amazingpeopleschools.com> and services and content available via the same. These terms apply to free trials, as well as paid subscriptions.

1.2 IMPORTANT: Why you should read these terms. We appreciate that you’d rather do something more interesting with your time than read boring legal documents, however, it’s really important that you read these terms carefully (and understand them) 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 or would like some clarification on what they mean, please contact us to discuss.

These Terms and Conditions set out clearly important factors you need to be aware of, including rights to cancel, a minimum 1 year subscription (if you have ordered on this basis) and our rights to amend pricing in advance of your next renewal.

1.3 Are you a business customer or a consumer? In some instances, you will be a business, such as a school or educational academy (we refer to you as an “Institute” in certain areas), who subscribe so that your pupils and staff may use our Website. Other times, you will be an individual subscription for yourself, or for your children. In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:

You are an individual; and
You are buying products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).

Provisions specific to consumers only are:

9.3, 9.4, 9.5, 9.6, 13, 16, 19.3, 19.7

And those specific to businesses only are:

1.4, 14.1, 14.2, 14.3, 14.4, 14.5, 14.6, 15.5, 17, 19.8

1.4 If you are a business customer this is our entire agreement with you. If you are a business customer, these terms constitute the entire agreement between us in relation to your purchase of the products. This means that these terms supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral. By continuing, you warrant you have authority to bind your company (or other legal person). The rights provided under these terms are granted to you only and shall not be considered granted to any subsidiary or holding company of yours.

2. Information about us and how to contact us

2.1 Who we are. Viewpoint Resourced Limited t/a Amazing People Schools, a company registered in England with company number 03205164 and whose registered address is 10 Grange Road, West Kirby, Wirral, Merseyside, CH48 4HA. Our VAT number is 310881621.

2.2 How to contact us. You can contact us via email at support@amazingpeopleschools.com. Emails are picked up throughout the day and a member of our team will be back to you promptly. If you are contacting us over a weekend, we will be in touch with you on Monday.

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 you have provided or the 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. This might be because the product is unavailable or out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.

3.3 Your order reference. Your order reference is the full name of your school . It will help us if you can tell us your order reference whenever you contact us about your order.

3.4 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 and make the Website available to you. We will contact you to ask for this information. 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 need to end the contract (and clause 2 will apply). 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.

4. Our products

4.1 Products may vary slightly from their pictures. The images of the products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the products. Your product may vary slightly from those images.

4.2 Product packaging may vary. The packaging of the product, in particular the goods, may vary from that shown in images on our website.

5. Subscriptions

5.1 What is included: Subscriptions available for our Website grant you (and you only) the right to access the Website (and content on the Website) as generally available and viewable online, as seen from time to time in accordance with the Subscription Information (which can be viewed at [https://about.amazingpeopleschools.com/about/pricing/] and sets out the various levels of subscription (including class or whole school subscriptions) and the applicable fees). Please note, content may change as we refresh and review the Website.

Where you are an Institute, you are permitted to give access to those pupils and staff members currently employed or registered to you, where the same are to be able to access the Website via your network (which we identify by the IP address you provide to you us at the time of subscribing- (your “Secure Network”)). Individuals of an Institute shall be able to create their own sub-account and personalise the sub-account using avatars. For the avoidance of doubt, the users shall be able to access the sub-account and therefore the Website when at home. It is your responsibility to provide each individual with log-in information for the sub-account, subject to 5.2 and 5.3.

5.2 Access: you are responsible for your username and access credentials or linking to a third party credential. These must remain confidential to you at all times and must not be shared with anyone else. In the event you believe a third party has access to your credentials or has used your credentials to access the Website, you must immediately notify us. You are entirely responsible for your own system and communications network used to access the Website (including your network connections and telecommunications links from its systems to data centres, and all 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).

5.3 Requirements: You (and you shall ensure that any authorised individuals are aware of and observe the same), undertake that:

a. You shall provide us with any information we reasonably request to help comply with these terms and provision of the Website and products;

b. you shall keep the security token, or any password and log-in information confidential and only provide it to those users who require it;

c. you shall notify us immediately if you become aware of, or suspect, that any unauthorised third party has knowledge of, or access via, security token or any password and log-in information provided to you;

d. we may access your Secure Network from time to time to audit and establish your, use of the Website and ensure compliance with these terms;

e. you shall make all authorised users aware of these terms and undertake to comply with them;

f. you shall comply with all computing security procedures that we may deem reasonably necessary;

g. you shall comply with all applicable laws and regulations with respect to your activities under these terms;

h. you shall be responsible for any breach by any individual you authorise access to under these terms;

i. You shall not upload, store, distribute or transmit anything or device which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices, or any material during the course of your use of the Website that:

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

ii. facilitates illegal activity;

iii. depicts sexually explicit images;

iv. promotes unlawful violence;

v. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or

vi. causes damage or injury to any person or property;

and we reserve the right, without liability to you, to disable your access to any material that breaches the provisions of this clause.

5.4 Free Trials (as set out in the Subscription Information): Free Trials (being a period during which you, and/or your users, may access the Website as set out in the Subscription Information to enable you to evaluate whether to pay to receive a Subscription. For the avoidance of doubt, Free Trials shall be granted on a case-by-case basis) are only available to new subscribers to the Website on a case-by-case basis. Previous Subscription holders or those who have previously received a trial of the Website do not qualify for a Free Trial, although a Free Trial can be made available on a case-by-case basis. The Free Trial is available only once to any one person (and only one person per household) or Institution Subsequent Free Trials by the same person at any address, another person at the same address, or an Institution are not permitted. However an additional Free Trial can be on a case-by-case basis as agreed by us. Subsequent Free Trials by the same person at any address, another person at the same address, or an Institution are not permitted. Your Free Trial will commence when we confirm your order (or such other date that we confirm to you in writing). A Free Trial may have limited functionality, or, if you are using the Free Trial as an individual user, and not on behalf of your Institute, you must not use data or materials that belong to your Institute for which you are not authorised to upload and or use. Prior to commencement of a paid Subscription, if you wish for this to be for use by your Institute, we will be required to engage with an authorised decision maker of your Institute.

At any time during your Free Trial you may provide us with written notice to support@amazingpeopleschools.com stating that you do not wish to continue to receive a subscription at the end of the Free Trial.

Following completion of your Free Trial, your access to the website will end unless you opt to take out a subscription. Once your Free Trial is completed, a member of our team will be in touch to confirm whether or not you wish to continue with this paid subscription. If you do wish to continue with a paid subscription, your access will be continued until the end of your subscription, which will, in accordance with 5.7, be a minimum of 12 months. However, if payment is not processed within the agreed timeframe, access could be cancelled until payment is received.

5.5 Availability: we shall use commercially reasonable endeavours to make our Website available 24 hours a day, seven days a week, though you acknowledge we may have to (in some cases without warning) suspend the service for maintenance, security or other required updates and fixes. We do not represent that access will be error free or uninterrupted, or that the digital content available will meet your requirements.

5.6 Minimum Term: Other than as set out in these terms and conditions (i.e. cancellation rights), there is a minimum subscription term of 1 year (being consecutive periods of 12 months, commencing on acceptance of your order and ending at 23:59 GMT on the day prior to the anniversary of the start date), which must be complied with. We only want you to pay for the subscription if you wish to use it and our team will be in touch in the run up to your subscription end to see if you wish to continue. After the minimum subscription term, unless you provide us with written confirmation no later than 7 days prior to the end of the then current year, the subscription term shall auto renew for a further 12 months and you shall be required to continue to pay for the further subscription year(s) in accordance with this agreement. ‘The auto renew’ described in this section shall continue for each consecutive year. We are of course willing to discuss a cancellation if you miss this 7 day window for good reason and do wish to terminate, though this will be at our discretion.

5.7 On Cancellation: on cancellation or termination of your subscription for any reason, you must immediately delete and discontinue all use of any digital content accessed or downloaded during the term of your subscription.

5.8 Changes to subscription: During the subscription T you may, from time to time, increase the level of subscription you receive (e.g. from an individual subscription to a whole school subscription).

If you wish to increase your subscription, you shall make such a request by sending an email to us at support@amazingpeopleschools.com.

APS shall confirm acceptance of your request by notifying you via email to the email given upon set up of your account. Where you have requested an increase to your subscription, APS shall set out in the confirmation email for your new start date (when the changes will come into effect) and invoice you in accordance with these terms.

5.9 Price review: We shall have authority and right to increase the price of our subscription based services on an annual basis (where each ‘annual’ period is calculated as each consecutive 12 month period, the first of which commences on the date on which your order is placed) , subject to the following:

we must provide written confirmation to you no later than 30 days prior to the end of the then current year if we intend to increase the prices and details of the new prices;
once we have provided written confirmation to you, you then may decide whether or not you wish to continue with this agreement. i.e. if you do not wish to pay the increased price, then you may terminate this agreement by providing us with written confirmation no later than 14 days prior to the end of the then current year.

5.10 Website Content: You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Website. Except as expressly stated herein, these terms do not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Website.

You shall not:

a. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

i. and except to the extent expressly permitted under these terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Website in any form or media or by any means; or

ii. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Website; or

b. access all or any part of the Website in order to build a product or service which competes with the Website; or

c. use the Website to provide services third parties; or

d. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Website available to any third party, or

e. attempt to obtain, or assist third parties in obtaining, access to the Website.

6. Your rights to make changes

If you wish to make a change to the product you have ordered, please contact us. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

7. Our rights to make changes

7.1 Minor changes to the products. We may change the product:

a. to reflect changes in relevant laws and regulatory requirements; and

b. to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your use of the product.

7.2 More significant changes to the products and these terms. In addition, we may make the changes to products and these terms, but if we do so we will notify you and you may then contact us to end the contract before the changes take effect and receive a refund for any products paid for but not received (and in respect of subscriptions, this will be a pro rated amount based on how many weeks remain on your subscription).

7.3 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.

8. Delivery

8.1 Delivery costs. The costs of delivery will be as stated in written correspondence, where applicable.

8.2 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 a one off purchase of digital content (i.e. ebooks) we shall confirm how you may download this. Any login details, names or passwords must remain confidential to you at all times. If the products are ongoing services or a subscription to receive goods or digital content, we will supply the services, goods or digital content to you until it expires) as set out in these terms.

8.3 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 substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.

8.4 If you are not at home when the product is delivered. If no one is available at your address to take delivery and the products cannot be posted through your letterbox, the Royal Mail or any third party delivery/courier service which we have instructed, may leave you a note informing you of how to rearrange delivery or collect the products from a local depot.

8.5 If you do not re-arrange delivery. If, after a failed delivery to you, you do not re-arrange delivery or collect the products from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and clause 2 will apply.

8.6 When you become responsible for the goods. A product which is goods will be your responsibility from the time the product is delivered, by the Royal Mail or a third-party delivery/courier service, to the address you gave

8.7 When you own goods. If your order a product from us that is a ‘good’ (i.e. a mug or a book) you own that once we have made that product and have received payment in full. Please note you never own ‘digital content’ (i.e. books); this is just licensed to you to access use in accordance these terms.

9. Your rights to end the contract

9.1 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, when you decide to end the contract and whether you are a consumer or business customer:

a. 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 to get some or all of your money back), see clause 13 if you are a consumer and clause 14 if you are a business;

b. If you want to end the contract because of something we have done or have told you we are going to do, see clause 2;

c. If you are a consumer and have just changed your mind about the product, see clause 3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any goods.

9.2 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 (a) to (e) below the contract will end immediately and we will refund you in full for any products which have not been provided. The reasons are:

a. we have told you about an upcoming change to the product or these terms which you do not agree to (see clause 2);

b. we have told you about an error in the price or description of the product you have ordered, and you do not wish to proceed;

c. there is a risk that supply of the products may be significantly delayed because of events outside our control;

d. we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 21 days; or

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

9.3 Exercising your right to change your mind if you are a consumer (Consumer Contracts Regulations 2013). If you are a consumer then for most products bought online, you have a legal right to change your mind within 14 days and receive a refund (subject to the circumstances set out in clause 8.5 below). These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.

9.4 Our guarantee for consumers. Please note, these terms reflect the Consumer Contracts Regulations in the ways set out below.

9.5 When consumers do not have a right to change their minds. Your right as a consumer to change your mind does not apply in respect of:

a. digital products, including eBooks, after you have started to download or stream these. i.e. once you have commenced the download of digital content, you will not be entitled to a return or refund;

b. bespoke goods;

c. any products which become mixed inseparably with other items after their delivery.

9.6 How long do consumers have to change their minds? If you are a consumer how long you have to change your mind depends on what you have ordered and how it is delivered.

a. Have you bought digital content for download or streaming or subscription, if so, and we haven’t commenced streaming this to you/you haven’t started downloading it/logged in you have 14 days after the day we email you to confirm we accept your order. If we delivered the digital content to you immediately, or you logged in, and you agreed to this when ordering, you will not have a right to change your mind.

b. Have you bought goods, if so, you have 14 days after the day you (or someone you nominate) receives the goods, unless:

i. Your goods are split into several deliveries over different days. In this case you have until 14 days after the day you (or someone you nominate) receives the last delivery.

ii. Your goods are for regular delivery over a set period. In this case you have until 14 days after the day you (or someone you nominate) receives the first delivery of the goods.

10. How to end the contract with us (including if you are a consumer who has changed their mind)

10.1 Tell us you want to end the contract. To end the contract with us, please let us know by emailing us at support@amazingpeopleschools.com which we must acknowledge in order for this clause to take effect. Please provide your name, address, details of the order and, where available, your phone number and email address, details of what you bought, when you ordered or received it and your name and address.

10.2 Returning products after ending the contract. If you end the contract for any reason after your subscription has been setup or products have been dispatched to you or you have received them, you must return them to us. You must either return the goods in person to where you bought them or post them back to us. If you are a consumer exercising your right to change your mind you must send off the goods within 14 days of telling us, you wish to end the contract.

10.3 When we will pay the costs of return. We will pay the costs of return:

a. if the products are faulty or misdescribed;

b. if you are ending the contract because we have told you of an upcoming change to the product or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something, we have done wrong; or

In all other circumstances, you must pay the costs of return.

10.4 How we will refund you. If you are entitled to a refund under these terms, we will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.

10.5 When we may make deduction from refunds if you are a consumer exercising your right to change your mind. If you are exercising your right to change your mind:

a. We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.

b. The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a product within 3-5 days at one cost but you choose to have the product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.

10.6 When your refund will be made. We will make any refunds due to you as soon as possible. If you are a consumer exercising your right to change your mind, then of we have not offered to collect them via a third party courier service, your refund will be made within 14 days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us. For information about how to return a product to us, see clause 10.2.

11. Our rights to end the contract and/or suspend it

11.1 We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:

a. you do not make any payment to us when it is due in accordance with the terms of this agreement;

b. you breach a term of this agreement (and if it can be remedied, you do not do so within 30 days of us notifying you in writing);

c. you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products; or

d. you do not, within a reasonable time, allow us to deliver the products to you via the Royal Mail or third party delivery/courier service;

e. you (especially as an Institute) cease to trade (either in whole, or as to any part or division involved in the performance of this letter) or become insolvent or otherwise unable to pay debts within the meaning of the insolvency legislation that applies.

11.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 1 we will refund any money you have paid in advance for products we have not provided. Please note we may still wish to seek recovery of our damages as a result of your breach.

11.3 Reasons we may suspend the supply of products and/or subscriptions to you. We may have to suspend the supply to:

a. deal with technical problems or make minor technical changes;

b. update the product to reflect changes in relevant laws and regulatory requirements;

c. make changes to the product as requested by you or notified by us to you (see clause 7).

11.4 Your rights if we suspend the supply of products and/or subscriptions. We will contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency. If we have to suspend the product, and the suspension is not minor, 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 and we will refund any sums you have paid in advance for the product in respect of the period after you end the contract.

11.5 We may also suspend supply of the products if you do not pay. If you do not pay us for the when you are supposed to, without limiting any other right we have:

a. we may, without liability to you, disable your password, account and access to all or part of the Website and shall be under no obligation to provide any or all of the Website or associated services while the invoice(s) concerned remain unpaid; and

b. interest shall accrue on such due amounts at an annual rate equal to 4% over the then current base rate of the Bank of England at the date the relevant invoice was issued, commencing on the date the amount should have been paid and continuing until fully paid, whether before or after judgment.

12. If there is a problem with the product

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 support@amazingpeopleschools.com.

13. Your rights in respect of defective products if you are a consumer

13.1 If you are a consumer, we are under a legal duty to supply products that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the products. Nothing in these terms will affect your legal rights.

Summary of your key legal rights

This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.

If your product is goods, the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following, for example:

a) Up to 30 days: if your goods are faulty, then you can get an immediate refund.

b) Up to six months: if your goods can’t be repaired or replaced, then you’re entitled to a full refund, in most cases.

14. Your rights in respect of defective products if you are a business

14.1 If you are a business customer, we warrant that on delivery, and for a period of 12 months from the date of delivery (warranty period), any products which are goods (expressly excluding digital content and subscriptions) shall:

a. conform in all material respects with their description and any relevant specification;

b. be free from material defects in design, material and workmanship;

c. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

d. be fit for any purpose held out by us.

14.2 Subject to clause 14.3, if:

a. you give us notice in writing during the warranty period within a reasonable time of discovery that a product does not comply with the warranty set out in clause 1;

b. we are given a reasonable opportunity of examining such product; and

c. you return such product to us at our cost,

we shall, at our option, repair or replace the defective product, or refund the price of the defective product in full.

14.3 We will not be liable for a product’s failure to comply with the warranty in clause 14.1 if:

a. you make any further use of such product after giving a notice in accordance with clause 14.2(a);

b. the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the product or (if there are none) good trade practice;

c. the defect arises as a result of us following any drawing, design or specification supplied by the Customer;

d. you alter or repair the product without our written consent; or

e. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.

14.4 Except as provided in this clause 14, we shall have no liability to you in respect of a product’s failure to comply with the warranty set out in clause 1.

14.5 These terms shall apply to any repaired or replacement goods supplied by us under clause 2.

14.6 For the avoidance of doubt, where you are an Institute and not a consumer, all digital content and subscriptions are provided “as is” in accordance with Consumer Rights Act 2015.

15. Price and payment

15.1 Where to find the price for the product. The price of the product (which includes VAT) will be the price indicated on your quotes when you placed your order along with the Subscription Information. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see clause 3 for what happens if we discover an error in the price of the product you order.

15.2 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 the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.

15.3 What happens if we got the price wrong? It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product’s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.

15.4 When you must pay and how you must pay. We accept payment by electronic transfer or cheque. When you must pay depends on what product you are buying:

a. For goods, you must pay for the products before we dispatch them. We will charge your credit or debit card at the time of sale.

b. For digital content, such as downloadable software, you must pay for the products before you download them, or in accordance with any other payment plan as agreed in the order process.

c. For subscriptions, you must pay at the time of ordering, or in accordance with any other payment plan as agreed in the order process. For the avoidance of doubt, where you have placed an order on a subscription basis, there is a minimum subscription term of 1 year, which must be complied with. After the minimum subscription term, unless you provide us with written confirmation no later than 14 days prior to the end of the then current year, the subscription term shall auto renew and you shall be required to continue to pay for a further 12 month subscription (which shall be due and payable on the first day of the renewed 12 month period).

15.5 Our right of set-off if you are a business customer. If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

15.6 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. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.

15.7 IMPORTANT: Increasing the price. We shall have authority to increase the price of our subscription based services on an annual basis (where each ‘annual’ period is calculated as each consecutive 12 month period, the first of which commences on the date on which your order is placed) , subject to the following:

we must provide written confirmation to you no later than 30 days prior to the end of the then current year if we intend to increase the prices and details of the new prices;
once we have provided written confirmation to you, you then may decide whether or not you wish to continue with this agreement. i.e. if you do not wish to pay the increased price, then you may terminate this agreement by providing us with written confirmation no later than 14 days prior to the end of the then current year.

16. Our responsibility for loss or damage suffered by you if you are a consumer

16.1 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.

16.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products as summarised at clause 1.

16.3 When we are liable for damage caused by defective digital content. If 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.

16.4 We are not liable for business losses. If you are a consumer, we only supply the products for to you for domestic and private use. If you use the products for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 17.

17. Our responsibility for loss or damage suffered by you if you are a business

17.1 Nothing in these terms shall limit or exclude our liability for:

a. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);

b. fraud or fraudulent misrepresentation;

c. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

d. defective products under the Consumer Protection Act 1987; or

e. any matter in respect of which it would be unlawful for us to exclude or restrict liability.

17.2 Except to the extent expressly stated in clause 1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.

17.3 Subject to clause 17.1:

a. we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and

b. our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the lesser of (a) 1 (one) times the monies paid by you in the 12 months immediately preceding the date of the event giving rise to the claim or (b) the sum of £50,000.

17.4 You shall defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Website and receipt of any products under these Terms.

18. How we may use personal information

18.1 How we will use personal information. We will only use personal information as set out in our privacy policy at [https://about.amazingpeopleschools.com/privacy-notice/].

18.2 Responsibility and ownership: as an Institute, you are responsible for maintaining and archiving any data uploaded or used. You are responsible for the integrity, eligibility, legality, accuracy and quality of any data.

18.3 Where we act as a processor: Where you are an Institute, we may process information regarding your authorised users. If we process any personal data (e.g. to permit user access to pupils, and hosting user names and passwords (which may include pupil names) for allowing the foregoing) on your behalf when performing its obligations under these Terms, the parties record their intention that you shall be the data controller and we shall be a data processor and in any such case this 18.3 shall apply. You shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable Data Protection Laws (defined below) including pupils, or those with parental responsibility where applicable:

a. Both Parties undertake and warrant that all data shall be processed in accordance with these Terms. Both Parties warrant that they will take all appropriate technological and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction or damage to Personal Data. You will provide timely written notice to us if you are bound by: (a) sector- specific laws and regulation governing the possession or processing of Personal Data which specific laws and extend (wholly or partially) to us by virtue of us acting as a service provider of yours; (b) the General Data Protection Regulation (EU) 2016/679 or the UK GDPR; or (c) any other Laws and regulation of jurisdictions which govern the possession or processing of Personal Data and extend (wholly or partially) to us by virtue of us acting as a service provider of yours. In case of (a), (b) or (c) above, us shall also be obliged to provide all assistance and measures necessary for you to ensure compliance with such specific laws or regulation.

b. Without prejudice to the generality of clause 18.3(a), you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us for the duration and purposes of these Terms.

c. Capitalised terms used in this clause 18.3 but not defined in the Terms have the meaning ascribed to them in the UK GDPR (as defined in the next sentence). Each party is directly subject to Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419) (the “UK GDPR”), the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, in each case as amended or replaced from time to time (together, the “Data Protection Laws”) and each party shall comply with the Data Protection Laws with respect to its processing of your Personal Data.

d. We shall:

i. process that Personal Data only on your written instructions unless required by the Data Protection Laws applicable to process Personal Data. Where we are relying on laws of the UK as the basis for processing Personal Data, we shall promptly notify you of this before performing the processing required by the Data Protection Laws unless those Data Protection Laws prohibit us from notifying you;

ii. immediately inform you if in our opinion any instruction provided by you infringes Data Protection Laws;

iii. ensure that it has in place appropriate technical and organisational measures as required by Data Protection Laws, 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 (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

iv. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential, ensure that access is strictly limited to personnel who need to access the relevant Personal Data, as strictly necessary for the purposes of these Terms and use best efforts to ensure the reliability of the personnel who may have access to the Personal Data including (but not limited to) ensuring that such personnel have undertaken; and

v. notify you without undue delay (and in any event within 48 hours) on becoming aware of a Personal Data Breach;

e. We shall provide reasonable assistance at your cost to ensure you meet your obligations under Data Protection Laws to: (i) notify a Personal Data Breach to a relevant supervisory authority/the Commissioner; and (ii) communicate a Personal Data Breach to the relevant data subject(s);

f. As soon as reasonably practicable and at your written direction, delete or return Personal Data and copies thereof on termination or expiry of, or otherwise at the request of at any time, unless required by law to store the Personal Data;

g. We shall not transfer the Personal Data outside of the UK or EEA to a country not covered by the UK adequacy regulations absent your written consent and appropriate safeguards and ensuring at all times such transfers are in compliance with Data Protection Laws, specifically Chapter 5 of the UK GDPR;

h. We shall maintain complete and accurate records and information to demonstrate its compliance with this clause 18.3 and allow for audits (such audits to be on reasonable notice and no more than once per year or more frequently if required by an official body under the laws applicable to you and conducted in such manner as to minimise any disruption of business);

i. We shall only subcontract any third-party processor of Personal Data with your written consent. Any request for consent must include the third party processor’s location of processing.

j. We shall promptly notify you of any communication or request received by us relating to either of the parties’ obligations under the Data Protection Laws with respect to the Personal Data, including from a data subject or a supervisory authority/ the Commissioner.

k. We shall cooperate with you and provide such assistance, at your cost, as you may reasonably request to enable you to (i) satisfy its obligations with respect to responding to any exercise by a data subject of his or her rights in respect of Personal Data under the Data Protection Laws; or (ii) respond to any other communication relating to your obligations under the Data Protection Laws with respect to the your Personal Data.

l. We shall provide such assistance, at your cost, as you may reasonably request to enable you to comply with its obligations under Data Protection Laws to: (i) carry out data protection impact assessments; and (ii) prior consultations with a supervisory authority/ the Commissioner, in each case solely in relation to processing of your Personal Data by us and taking into account the nature of the processing and information available to us.

19. Other important terms

19.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer, you may contact us to end the contract within 21 days of us telling you about it and we will refund you any payments you have made in advance for products not provided.

19.2 You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

19.3 However, if you are a consumer you may transfer our guarantee at clause 4 to a person who has acquired the goods and/or digital content. We may require the person to whom the guarantee is transferred to provide reasonable evidence that they are now the owner of the relevant item or property.

19.4 Nobody else has any rights under this contract (except someone you pass your guarantee on to). This contract is between you and us. No other person shall have any rights to enforce any of its terms, except as explained in clause 2 in respect of our guarantee. 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.

19.5 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.

19.6 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 the products, we can still require you to make the payment at a later date.

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

19.8 Which laws apply to this contract and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with a contract between us 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 and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

19.9 Force Majeure: We shall have no liability to you under these terms if we are prevented from or delayed in performing its obligations under these terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce of or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.