Optimus Education Support Services Agreement
1.1 In these terms and conditions the following meanings shall apply
1.1.1 ‘Publisher’: Optimus Education
1.1.2 ‘You (and Your)’: the customer, with whom Publisher enters into the Agreement, and any person who Publisher reasonably believes is acting with the customer’s authority or knowledge including the Authorised Subscribers
1.1.3 ‘Account’: the facility extended under this Agreement allowing You to access and use the Support Service
1.1.4 ‘Agreement’: the entire contract between Publisher and You for the provision of the Support Service incorporating these terms and conditions, the Registration Form, and the documents referred to in them, to the exclusion of all other terms in accordance with Clause 9.7
1.1.5 ‘Approved Use’: Your private and internal business use only
1.1.6 ‘Authorised Subscribers’: the Subscribers notified to Publisher in the Registration Form
1.1.7 ‘Data’: the information and other materials in whatever form from time to time available through, on or otherwise forming, the Support Service
1.1.8 ‘Fees’: the charges for the Support Service as set out and amended from time to time in the Publisher’s price list
1.1.9 ‘Password’: a unique user name and code
1.1.10 ‘Registration Form’: the Support Service registration form displayed and completed online
1.1.11 ‘Rights’: Data which is protected by copyright, database and other intellectual property and related rights of Publisher and its licensors
1.1.12 ‘Service’: Access to the permitted areas of this website, and the functions therein
1.1.13 ‘Start Date’: The date this Agreement commences
1.1.14 ‘Term’: The duration of this Agreement
2.1 In order to register for the Support Service and set up Your Account You must complete the Registration Form. You confirm that all the details supplied by You when You register are accurate and complete. You agree to notify customer services promptly of any changes. Publisher may refuse any application to register at its sole discretion. The Agreement shall not be binding until Publisher has issued its acceptance to You.
2.3 In order to operate Your Account You will be issued with a Password. You are responsible for the security and proper use of Your Password(s) and Your Account, including all charges incurred through them. You must inform customer services immediately if You have any reason to believe that Your Password(s) have become known to someone not authorised to use them. If Publisher reasonably believes that there is likely to be a breach of security or misuse of the Service or Your Account it may change Your Passwords immediately and will notify You accordingly.
2.4 All Data advertised on the Support Service is subject to availability and may be amended or replaced without notice at any time.
3. Provision of the Support Service
3.1 Publisher will provide the Support Service and Your Account in accordance with the terms and conditions of this Agreement.
3.2 The Support Service is accessed via the Internet. You are responsible for the provision of and payment for the telecommunications services plus a suitable computer, browser, modem and any other items of hardware, software or communications equipment necessary to enable You to access the Support Service and receive the Data. Contact customer services for further details of minimum technical requirements. Publisher will not be able to issue refunds against these charges or accept responsibility for any delay or inability to access any part of the Support Service or the Data due to any faults of, or Your means of access to, the Internet.
3.3 Publisher cannot guarantee that the Support Service will never be faulty or that it will be available at all times but Publisher will endeavour to correct reported faults as soon as Publisher reasonably can. If a fault occurs You should report the fault to customer services. Publisher may need to vary the technical specification, or temporarily suspend the whole or any part, of the Support Service from time to time but shall give You as much notice as is reasonably practicable in the circumstances.
4. Use of the Data
4.1 The Support Service enables You to download Data and other material, including responses to questions posed to our Panel of Experts in the Consult the Experts service. Publisher grants You a non-exclusive, non-transferable licence to use the Data on the following terms. Subject to payment of the appropriate Fees and to the excluded uses set out in Clause 4.2 below, and unless indicated to the contrary on the Support Service, any Data You download may be viewed on screen and printed out in hard copy for Approved Use.
4.2 You must not, nor attempt to, (i) resell; (ii) make available on a local or wide area network; (iii) link to or frame; (iv) make mass, automated or systematic extractions from; (v) include within an archival or searchable database; (vi) access remotely or (vii) distribute externally information from the Support Service or the Data (in whole or in part). Any Data which You download must be held securely within Your possession and control free from any third-party access and with all credits, legends, notices or markings maintained.
4.3 You may make such temporary electronic copies of the Data as is reasonably necessary to enable the Approved Use only. All other Rights are reserved by Publisher and its licensors. Any copying, storage, transmission, publication or use, other than as set out above, is prohibited.
4.4 Publisher warrants and undertakes to You that Your use of the Data in accordance with the terms of this Agreement shall not infringe the Rights of any third party. You must contact Publisher immediately if anyone makes or threatens to make a claim against You relating to Your use of the Data and You will comply with any reasonable request from Publisher in relation to such claim.
5.1 You must pay the Fees due for the access and use of the Support Service and the Data through Your Account in accordance with this clause.
5.2 You will be invoiced monthly in arrears for the Fees due. Each invoice will be payable within 30 days of the date stated on the invoice. If You do not pay an invoice in cleared funds within that period, Publisher may: (i) charge interest on any outstanding moneys due at a rate of four per cent (4%) above the HSBC plc base rate from time to time in force calculated on a daily basis; and/or (ii) suspend Your Password and Your Account, until payment in full is made.
5.3 On expiration or termination of this Agreement for whatever reason: (i) Publisher shall terminate Your access to the Support Service; (ii) You and Your Authorised Users shall have no further right to access or use the Data; and (iii) You must permanently delete or otherwise destroy any copies of the Data in Your possession or control.
5.4 All Fees are quoted exclusive of any applicable value added tax which shall be payable by You in addition.
5.5 Should you wish to cancel your subscription at any point, you can do so by emailing or contacting customer services on 0845 450 6404. Your cancellation will take effect from the following day, and access to any subscriber only content will be denied. We will calculate the liability remaining (if any) on a daily basis and refund the unused portion.
6. Term and Termination
6.1 The Agreement shall commence on the Start Date and continue for the Term unless terminated earlier in accordance with the following provisions.
6.2 In addition to any other rights Publisher may have, Publisher can terminate the Agreement, Your Passwords and Your Account immediately without notice if You: (i) breach any provision of this Agreement and fail to remedy that breach within seven days upon notice from Publisher; or (ii) are made bankrupt, enter into liquidation or any arrangement or composition with Your creditors or if a receiver or administrator or administrative receiver is appointed against any of Your assets or business or if You suffer any equivalent or analogous event to any of the foregoing in any jurisdiction.
6.3 If Publisher delays in acting upon a breach of this Agreement by You, that delay will not be regarded as a waiver of the breach. If Publisher does waive a breach of this Agreement by You, that waiver is limited to that particular breach.
7.1 Whilst Publisher will use all reasonable skill and care in the creation and supply of the Support Service and the Data Publisher does not give any warranty as to its suitability, accuracy or fitness for any purpose.
7.2 Subject to Clauses 7.3 and 7.4 Publisher excludes all liability whether in contract, tort (including liability for negligence) or otherwise for the suitability, accuracy or fitness for any purpose of the Support Service and any Data and limits its liability for any other liability under this Agreement to the Fees payable by You for the element of the Support Service or the Data in dispute.
7.3 Subject to Clause 7.4 Publisher excludes all liability for loss of business revenue or profits, anticipated savings or wasted expenditure, corruption or destruction of data and for any indirect or consequential loss whatever.
7.4 Publisher does not limit or exclude its liability for death or personal injury caused by its negligence or any other liability the limitation or exclusion of which is prohibited by law.
7.5 Save as expressly permitted in this Agreement, all warranties, conditions or other terms implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.
8.1 You agree to indemnify Publisher against any costs, claims, damages or expenses arising from any use by You of the Support Service and the Data under this Agreement which are brought or threatened against Publisher by another person.
9.1 You agree to keep confidential (both during and after the Term) the contents of the Agreement and all information concerning the business or affairs of Publisher. This does not apply to any disclosure required by a court or regulatory body of competent jurisdiction, trivial information or information already publicly available or demonstrably in Your possession at the time of disclosure (other than as a result of breach of any confidentiality obligation).
9.2 Publisher may modify the Agreement at any time, such modifications becoming effective immediately upon either posting of the modified Agreement on the Service or notification to You. By continuing to use the Support Service following any such modification You will be deemed to accept such modification.
9.3 You are not allowed to transfer or attempt to transfer this Agreement in whole or in part.
9.4 Publisher will not be liable if Publisher cannot perform its obligation under this Agreement because of circumstances beyond its reasonable control such as technical failure, severe weather, fire or explosion, civil disorder, war, or military operations, natural or local emergency, anything done by government or other competent authority or industrial disputes of any kind.
9.5 Notices given under the Agreement may be given by Publisher to You online through the Support Service or in writing to the address as currently stated in Your Account details and by You to Publisher through the Service help desk.
9.6 The parties do not intend that any term of this Agreement shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement.
9.7 This Agreement is the entire and only agreement between the parties concerning its subject matter and supersedes any and all prior agreements, arrangements and understandings (whether written or oral) relating thereto. Neither party has relied upon any statement, representation or warranty of any person other than as expressly set out in this Agreement but nothing in this Agreement shall limit or exclude liability either party’s liability for fraud.
9.8 This Agreement is governed by, and construed in accordance with, English Law and You and Publisher submit to the non-exclusive jurisdiction of the English courts as regards any claim or matter arising in relation to this Agreement.