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These Terms (defined below) govern your use of Compassion Matters (defined below). They override any other terms and conditions found on Compassion Matters website. In consideration of DLCC making Compassion Matters available to you, you agree to accept these Terms. You should print a copy of these Terms or save them to your computer for future reference.
1.1 In these Terms, unless the context otherwise requires, the following expressions shall have the following meanings:
1.2 Headings in these conditions shall not affect their interpretation.
1.3 Words importing any gender shall include any other gender.
1.4 Words importing the singular number shall include the plural number and vice versa including the definitions referred to in Clause 1.1 hereof.
1.5 Where any word or expression is defined in these Terms, the definition shall extend to all grammatical variations and cognate expressions of the word or expression so defined.
1.6 All references to provisions of statutes include such provisions as amended, modified or re-enacted.
1.7 Where applicable, the Buyer shall procure that each and every one of its Authorised Users comply with the provisions of these Terms; and the Buyer shall be liable for any breach of these Terms by its Authorised Users as though the breach were committed by the Buyer. Without prejudice to the generality of the foregoing the Buyer who has purchased a licence to access a Product is responsible for ensuring that the actual user of the Compassion Matters and/or the Product complies with these Terms.
2.1 In consideration of the Fees paid by the Buyer to DLCC, DLCC grants to the Buyer and its Authorised Users a non-exclusive licence to access and use the Product(s) via the Compassion Matters during the Licence Period. In this regard, the Buyer and its Authorised Users are entitled to use the Software (in object code form) to access the Products and to use the Compassion Matters as part of the Buyer’s internal teaching tools and teaching resources or personal study (as the case may be).
2.2 Notwithstanding Clauses 2.1, You must not:
2.3.1 sub-license or assign the benefit or burden of the licence set out in Clauses 2.1 and 2.2 in whole or in part to anyone;
2.3.2 attempt to duplicate, modify, disclose or distribute any portion of the Software;
2.3.3 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the Software, except as is allowed by any applicable law which is incapable of exclusion by agreement between DLCC and You;
2.3.4 transfer, temporarily or permanently, any rights or obligations under these Terms (save as provided under these Terms); or
2.3.5 attempt to obtain, or assist others in obtaining access to the Compassion Matters, the Software, the Free Resources and where applicable, the Products other than as provided under Clause 2.
3 ACCESSING COMPASSION MATTERS AND YOUR PRODUCTS
3.1 The Buyer and its Authorised Users acknowledge that they will only be able to access the Products on the Compassion Matters during relevant Licence Periods, 1st September to 30th August, on the year of purchase, for the Products in question and that their access and use of each of the Products will be governed by the Product Specific Terms which relate to that Product. Without prejudice to the foregoing, You must not:
3.1.1 systematically make printed or electronic copies of content and/or materials in any Products and/or Free Resources for any purpose in either print or electronic format;
3.1.2 remove or alter the copyright notices or other means of identification or disclaimers as they appear in any of the Products and/or Free Resources;
3.1.3 display or distribute any part of the Products on any electronic network, including without limitation the Internet and the World Wide Web, where access is possible by anyone not an Authorised User;
3.1.4 permit anyone other than the Authorised Users to access or use any of the Products including any content and material making up those Products; and/or
3.1.5 use all or any part of the Products for any commercial use provided that a Buyer may use the Products as teaching and learning resources within its organisation.
3.2 If You are purchasing any Products on behalf of an institution or an organisation, You warrant that You have the authority to do so and agree to the Product Specific Terms on behalf of the Your institution or organisation (as the case may be).
3.3 If You are:
3.3.1 the Buyer’s administrator for the Compassion Matters, You agree that:
184.108.40.206 You will only create teacher user accounts for teachers at your institution or organisation;
220.127.116.11 You must not create teacher user accounts for pupils;
4 YOUR OBLIGATIONS
4.1 The Buyer is responsible for the selection of the Products it purchases and whether such Products meet its and its Authorised Users requirements.
4.2 You agree not to make available Your username and/or password to anyone. If there has been a disclosure of Your username and/or password, You agree to notify us promptly of such disclosure, so that we can take appropriate security measures.
4.3 You agree that You will promptly notify us of any errors or inaccuracies which relate to the Products and/or Free Resources. In this regard, please contact us using the “Contact us” page.
4.4 You must not introduce any malicious codes or harmful element e.g. virus and Trojans onto the Compassion Matters website.
4.5 Unless otherwise agreed in writing by the DLCC, You are solely responsible for configuring Your computer devices in order to access the Compassion Matters, and the Products and/or Free Resources (as the case may be), and to provide for Your own virus protection software.
4.6 You warrant that any Personal Data that You provide to the DLCC for the DLCC to process would not put the DLCC in breach of any applicable data protection laws including the Data Protection Act 1998 and You agree to indemnify and keep DLCC indemnified against breach by You of the foregoing warranty.
5 OUR OBLIGATIONS
5.1 We will:
5.1.1 use reasonable endeavours to ensure that Your Products and the Free Resources are accessible on the Compassion Matters website or by other means;
5.1.2 provide the Buyer with the ability to create usernames and passwords for its Authorised Users (which could include the Buyer); and
5.1.3 (if we have agreed to do so in writing) provide You with training and help notes on how to use the Compassion Matters.
6 WITHDRAWAL OF PRODUCTS
6.1 We reserve the right at any time to withdraw a Product and/or Resource including any components within a Product or Free Resource (e.g. an activity or chapters from an online book) at our discretion without giving any reason. In that circumstance, we shall notify the Buyer if such withdrawal relates to Product as soon as reasonably practicable.
6.2 On receipt of the notice referred to in Clause 6.1, the Buyer shall promptly inform its Authorised Users of DLCC’s notice set out in Clause 6.1.
6.3 You agree to immediately cease all use of the withdrawn material and shall comply with our instructions with respect to the deletion and/or removal of such withdrawn material.
7 INTELLECTUAL PROPERTY RIGHTS
7.1 As between You and the DLCC, You acknowledge that the DLCC and/or the DLCC’s licensors own all Intellectual Property Rights in the Compassion Matters, the Software, the Free Resources and the Products. Except as expressly stated in these Terms and the Product Specific Terms, DLCC does not grant You any rights to or in any Intellectual Property Rights or any other rights or licences.
7.2 If You become aware of any Intellectual Property Rights infringement or potential Intellectual Property Rights Infringement involving the Compassion Matters, the Software, the Free Resources and/or the Products (e.g. an unauthorised third party is using the Compassion Matters or if You get a letter from a third party stating that the Software infringes such third party’s Intellectual Property Rights) You must inform us promptly.
7.2.1 in our absolute discretion, determine what action if any shall be taken in respect of the matter;
7.2.2 have sole control over and shall conduct any action as we deem necessary; and
7.2.3 pay all costs in connection with that action and we shall be entitled to all damages and other sums which may be paid or awarded as a result of any such action. You agree to (at our cost) provide us with any assistance which we may request.
7.3 In the defence or settlement of a claim that the Compassion Matters, the Software, Free Resources and/or the Products infringe third party Intellectual Property Rights (‘Infringing Items’), we may at our discretion:
7.3.1 obtain for You the right to continue using the Infringing Items;
7.3.2 replace or modify the Infringing Items with equivalent items so that they become non-infringing; or
7.3.3 if such remedies are not reasonably available, withdraw the Infringing Items and if applicable, we will refund any of the Fees paid by the Buyer (less a reasonable sum in respect of the Buyer’s and its Authorised Users’ use of the Infringing Items).
7.4 Clauses 7.2 and 7.3 set out Your sole and exclusive rights and remedies, and our entire obligations and liability, for infringement of Intellectual Property Rights.
8.1 Subject to the other provisions in these Terms and to our right to carry out scheduled maintenance, during the period when You have access to the Compassion Matters, we warrant to the Buyer that we will use reasonable endeavours to ensure that the Compassion Matters is available to You.
8.2 We do not warrant that the use of the Compassion Matters, the Free Resource and/or the Products will be uninterrupted or error-free. We may also carry out scheduled maintenance from time to time.
8.3 The Buyer accepts responsibility for the selection of the Compassion Matters and the Products to achieve its intended results.
8.4 Except as expressly stated in these Terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Compassion Matters, the Free Resources, the Products and the Software which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
9.1 This Clause 9 sets out the entire financial liability of the DLCC (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to You including those arising from breach of contract, use made by You of the Compassion Matters, the Software, the Free Resources and/or the Products, and representation, statement or tortious act or omission (including negligence) arising under or in connection with Your use of the Compassion Matters, Free Resources and/or the Products.
9.2 Nothing in these Terms excludes our liability for death or personal injury caused by our negligence; or for fraud or fraudulent misrepresentation.
9.3 DLCC’s Liability if You are a Business
9.3.1 Subject to Clause 9.2 we shall not be liable to You for any:
18.104.22.168 indirect, consequential and/or special loss or damage;
22.214.171.124 loss of profit (direct or indirect);
126.96.36.199 loss of revenue, loss of teaching time or loss of business (in each case whether direct or indirect);
188.8.131.52 loss of goodwill, loss of reputation or loss of opportunity (in each case whether direct or indirect);
184.108.40.206 loss of anticipated saving or loss of margin (in each case whether direct or indirect);
220.127.116.11 wasted management, operational or other time (in each case whether direct or indirect);
18.104.22.168 loss of any data, content and/or material (in each case, whether direct or indirect); and/or
22.214.171.124 liability of any of the other parties to third parties (whether direct or indirect), arising out of or in connection with these Terms and/or in connection with Your use of the Compassion Matters, the Software and/or the Products, whether in contract, tort, misrepresentation, under statute or otherwise, howsoever caused including (without limitation) by negligence and also including (without limitation) any liability arising from a breach of, or a failure to perform or defect or delay in performance of, any of our obligations under these Terms.
9.3.2 Subject only to Clause 9.2 but without prejudice to Clause 9.3.1, our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the Fees You paid to us during the 12 months preceding the date on which the claim arose or £5000 (whichever is higher). You acknowledge that this limitation is reasonable.
9.4 DLCC’s Liability if You are an Authorised User or a Registered User who is a consumer
9.4.1 As the Product and/or the Free Resources are provided to You without any direct cost to you and/or receipt of any payment by DLCC from You, subject to Clause 9.2 we shall not be liable to You for any losses, damages, wastes resources and/or cost incurred by You whether directly or indirectly which relate to Your use of Compassion Matters, the Software, the Free Resources and/or the Products.
9.5 If You are an Authorised User who is not also the Buyer, You irrevocably agree not to bring or threaten to bring any claims or proceedings directly against DLCC. Any claims, proceedings, problems, dissatisfaction or issues which You have should be brought or raised directly with Your Buyer. If any Authorised Users bring or threaten to bring any claims or proceedings against DLCC, the Buyer shall indemnify and keep DLCC indemnified against any costs, losses, damage and/or expenses incurred by DLCC.
10 TERM AND TERMINATION
10.1 Unless expressly stated otherwise in the relevant Product Specific Terms, You agree that the licence to access any Product shall automatically extend for a period of 12 months (“Extended Licence Period”) at the end of the Initial Licence Period and at the end of each Extended Licence Period, unless either party gives notice to the other party, not later than 7 days before the end of the Initial Licence Period or the relevant Extended Licence Period (as the case may be), to terminate such licence.
10.2 Without prejudice to any rights which have accrued under these Terms, You or the DLCC may terminate Your access to the Compassion Matters, the Free Resources, the Products and/or any contracts (“Contracts”) arising between DLCC and You which relate to the Compassion Matters and or the Products if the other party:
10.2.1 is in material breach of any of its obligations under these Terms and if such breach is remediable, fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
10.2.2 is made bankrupt, is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or if the other party ceases or threatens to cease to trade, or if the other party makes an assignment for the benefit of, or a composition with its creditors or other arrangement of similar import or has a receiver, administrative receiver, administrator or a similar officer appointed over all or a substantial part of its assets, or if a petition is passed or an order is made by a court of competent jurisdiction or resolution is passed for the winding up of the other party (other than for the purpose of a bona fide solvent reconstruction or amalgamation) or any similar circumstances arise in any jurisdiction.
11 EFFECT OF TERMINATION
11.1 On expiry or termination of any Contracts (as defined in Clause 10.2 above) or Your right to use the Compassion Matters and/or the Products for any reason and subject to any express provisions set out elsewhere in these Terms:
11.1.1 all outstanding sums payable by the Buyer to DLCC shall immediately become due and payable; and
11.1.2 all rights and licences granted to You to use the Software, the Products and the Compassion Matters under these Terms shall cease.
11.2 The accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.
12 FORCE MAJEURE
12.1 We will have no liability to You if we are prevented from, or are delayed in performing our obligations due to any circumstances and/or reasons which are outside of our control. These circumstances and reasons include strikes, lock-outs or other industrial disputes (whether involving the workforce of the DLCC or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, sanctions, accident, breakdown of plant or machinery, fire, flood, storm, default of suppliers or subcontractors and/or non-performance of any services by DLCC’s suppliers, banks or subcontractors.
13.1 If You are unable to access the Compassion Matters, You must first ascertain whether the inability to access the Compassion Matters is caused by a failure on the part of Your device. If the fault lies with the Compassion Matters and not Your device, You must report the issue by email by emailing the DLCC at firstname.lastname@example.org.
13.2 Upon receiving Your report, the DLCC shall use reasonable endeavours to resolve and rectify the problem to allow You to access the Compassion Matters.
13.3 In the case of a Buyer, where it is subsequently established that the fault does not lie with the Compassion Matters but with Your device or Your internet services, we reserve the right to charge the Buyer a reasonable administrative fee.
14.1 Unless these Terms prescribe a specific manner in which notice should be given, all notices to be given under these Terms shall be in writing and shall either be delivered personally or sent by courier and shall be deemed duly served:
14.1.1 in the case of a notice delivered personally, at the time the same is left at the address of, or handed to a representative of, the party to be served; and
14.1.2 in the case of courier, two clear business days after the date of dispatch.
15 GENERAL PROVISIONS
15.1 These Terms constitute the whole agreement between DLCC and You and supersede all previous agreements between DLCC and You relating to Your use of the Compassion Matters. Nothing in these Terms shall limit or exclude any liability for fraud.
15.2 We may amend these Terms from time to time. If we have to revise these Terms, we will give You at least one month’s written notice of any changes to these Terms before they take effect. If You do not wish to accept the changes:
15.2.1 in case of a Buyer or Authorised User, the Buyer can choose to cancel the contract in respect of the Products affected by the change to these Terms and we will refund the Buyer any portion of the Fees paid by You (less a reasonable sum in respect of the Your use of the Product purchased by the Buyer); and
15.2.2 in the case of a Registered User you request DLCC to cancel your access to Compassion Matters and the Free Resources.
15.3 A waiver of any right under these Terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action.
15.4 If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
15.5 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
15.6 To the extent that it is applicable and legally enforceable, in the event of any inconsistencies between the provisions set out in these Terms and those in the terms and conditions governing the purchase of the Products from DLCC, the parties agree that the provisions in these Terms will prevail.
16 GOVERNING LAW AND JURISDICTION
16.1 These Terms and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England.
16.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms and/or Your use of the Compassion Matters, the Free Resources, the Products and the Software.
16.3 Notwithstanding Clauses 16.1 and 16.2, nothing in these Terms shall limit the right of the DLCC to take proceedings against You in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdiction preclude the taking of proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdictions.
16.4 Without prejudice to clauses 16.1 to 16.3, if you are a consumer (i.e. you are not (i) an organisation; or (ii) an individual acting wholly or mainly within your trade, business craft or profession) located in the European Union and a dispute arises between you and DLCC, we strongly encourage you to get in touch with us directly first to seek a resolution by contacting onlinequeries.uk@DLCC.com. If the dispute cannot be resolved between you and DLCC, we will consider your reasonable request to resolve the dispute through an alternative dispute resolution process (“ADR”). ADR is a process where an independent body considers the facts of a dispute and seeks to resolve it, without having to go to court. If we agree to using an ADR process, you can submit your complaint to the Centre for Effective Dispute Resolution via its website https://www.cedr.com/ or https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home2.show&lng=EN. You should not submit your complaint until you have received notice from us in writing (and this could be an email) that we have agreed to resolve your complaint via ADR.