TERMS & CONDITIONS FOR THE USE OF GRADEPOD
LOADS OF LAWYER-Y WORDS, BUT BASICALLY...
WE PROMISE TO DELIVER THE BEST COURSE POSSIBLE; AND,
YOU PROMISE NOT TO SHARE YOUR LOGIN DETAILS AROUND WITH OTHER PEOPLE AND/OR SHARE ANY OF THE MATERIAL IN GRADEPOD TO ANY OTHER WEBSITE/PERSON/ORGANISATION
1. These terms
i What these terms cover. These are the terms and conditions on which we supply GradePod to you via our website at www.gradepod.com (“GradePod”).
ii Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide GradePod 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, please contact us to discuss.
2. Information about us and how to contact us 1A/1 Inverleith Terrace, Edinburgh, Scotland
i Who we are. We are GradePod Ltd trading as GradePod, a company incorporated and registered in Scotland. Our company registration number is SC466740 and our registered office is at 1A/1 Inverleith Terrace, Edinburgh, Scotland.
ii How to contact us. You can contact us by telephoning our customer service team at +44 7980660815 or by writing to us at [email protected] or GradePod Ltd,1A/1 Inverleith Terrace, Edinburgh, Scotland.
iii 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 or postal address you provided to us in your order.
iv “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
3. Our contract with you
i 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.
ii If we cannot accept your order. If we are unable to accept your order for GradePod, we will inform you of this and will not charge you. This might be because we have identified an error in the accuracy, price or description of the GradePod.
iii Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
iv If you are a consumer. If you are a consumer (i.e. you are an individual acting for purposes wholly or mainly outside your business or profession such as a student or the parent or guardian of a student) then you have certain rights under the Consumer Rights Act 2015. These rights do not apply to non-consumers, for example if you are a teacher, school or other educational institution.
i Lifetime membership Subject to you purchasing a GradePod Lifetime membership in accordance with clause 15 (Price and Payment) and the restrictions set out in this clause 4 and the other terms, we hereby grant to you a non-exclusive, non-transferable right to to use the GradePod during the Subscription Term solely for your own educational purposes.
iv Authorised Users
1 You are an IB, GCSE or A Level Physics student
3 If you are a parent or guardian purchasing individual GradePod for your child (student) when we refer to an Authorised User in these terms we mean your child.
v Use of passwords You will be provided with a password to access and use the GradePod. We reserve the right, at our discretion, to change your password at any time. You undertake that:
1 you will not allow or suffer the GradePod Subscription and the GradePod to be used by any person other than an Authorised User;
2 you shall keep, and shall ensure that each Authorised User shall keep, the password issued by us for your use of the GradePod secure and confidential;
3 you will not disclose your password to any other school or educational institution or any person other than an Authorised User;
4 you shall immediately inform us on becoming aware that your password is known to any other school or educational institution or any person other than an Authorised User; and
5 you shall maintain a written, up to date, list of current Authorised Users and provide such list to us within five (5) days of our written request at any time or times.
vi Audits If any audit into the access and use of the GradePod reveals that any password has been provided to any person who is not an Authorised User, then without prejudice to our other rights, we shall have the immediate right to disable such password and/or to suspend or terminate your access to and use of the GradePod.
vii Permitted Uses Subject to the restrictions set out in this clause 4 and the other terms:
1 If you are an Authorised User, the GradePod tutorials may be uploaded on to a secure, password protected platform by Authorised Users during the subscription term and;
1 access and use the GradePod from your personal computer;
2 download a reasonable amount of the GradePod on to the hard-drive of your personal computers; and
3 print out any GradePod downloads and photocopy the same for for the purposes of undertaking homework and private study.
viii Prohibited Uses You shall not, and you shall ensure that Authorised Users do not:
1 create a database in electronic or physical form by systematically and/or regularly downloading, printing and storing all or a substantial portion of the GradePod; or
2 copy, duplicate, modify, vary, adapt or create derivative works from all or any portion of the GradePod unless expressly permitted by us. PowerPoint and keynote files forming part of the GradePod are specifically identified as “editable” by Authorised Users. All other GradePod are not editable; or
3 remove the GradePod logo from any of the GradePod or otherwise alter the design of any of the GradePod; or
4 except to the extent expressly permitted under these terms attempt to frame, mirror, republish, download, display, transmit, or distribute all or any portion of the GradePod in any form or media or by any means; or
5 access or use all or any portion of the GradePod in order to build a competing product or service; or
6 use all or any portion of the GradePod to provide services to third parties; or
7 subject to clause 19.2, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make all or any portion of the GradePod available to any third party except the Authorised Users; or
8 attempt to obtain, or assist third parties in obtaining, access to the GradePod, other than as provided under this clause 4.
ix Unauthorised Access You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the GradePod and, in the event of any such unauthorised access or use, promptly notify us.
i Availability We shall, during the Subscription Term, make available the GradePod to you on and subject to these terms. We shall use our reasonable endeavours to make the GradePod available, except for planned maintenance (including upgrades) and any necessary unscheduled maintenance.
ii Use of communications facilities Notwithstanding the foregoing, we shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that your access to and use of the GradePod may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
iii What we do not guarantee We do not warrant that your access to and use of the GradePod will be uninterrupted or error–free or that the GradePod will meet your requirements.
6. Your Obligations
i You shall:
1 ensure that you and Authorised Users access and use GradePod in accordance with these terms and you shall be responsible for any Authorised User’s breach of these terms; and
2 be solely responsible for procuring and maintaining your network connections and telecommunications links from your computer systems to the GradePod website, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the your network connections or telecommunications links or caused by the internet.
7. GradePod forums
i Whenever you or any Authorised User makes use of a feature that allows you to upload content to the GradePod website, or to make contact with other users of the GradePod website, you must comply with the content standards set out on the GradePod website
ii You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. If you are a consumer, this means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
iii Any content you or your Authorised Users upload to the GradePod website will be considered non-confidential and non-proprietary. You and your Authorised Users retain all of your ownership rights in your content, but you are required to grant us (and to ensure that your Authorised Users grant us) and other users of the GradePod website a limited licence to use, store and copy that content and to distribute and make it available to third parties.
iv We also have the right to disclose your identity and the identity of your Authorised Users to any third party who is claiming that any content posted or uploaded by you or your Authorised Users to the GradePod website constitutes a violation of their intellectual property rights, or of their right to privacy.
v We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you, your Authorised Users or any other user of the GradePod website.
vi We have the right at any time to remove or edit any posting you or your Authorised Users make on the GradePod website and to suspend or terminate access to and use of any GradePod forums if, in our opinion, the post does not comply with the content standards set out on the GradePod website
vii The views expressed by other users on the GradePod website do not represent our views or values.
8. Proprietary rights
i You acknowledge and agree that we and/or our licensors own all intellectual property rights in the GradePod website, the GradePod services and the GradePod. Except as expressly stated in these terms, these terms do not grant you or your Authorised Users any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the GradePod website, the GradePod services or the GradePod.
ii You hereby grant us (and shall ensure that your Authorised Users grant us) a non-exclusive, perpetual, irrevocable, worldwide, royalty-free right and licence (including the right to sublicense) to use and disclose any suggestions or comments that you and your Authorised Users provide with for the modification, correction, improvement, or enhancement of the GradePod in any manner that we see fit without reference to the source of such comments and/or suggestions.
9. Our rights to make changes
i Updates to GradePod We may change and update the GradePod or perform upgrades without notice. This might include making available additional content, features or making curriculum changes. Notwithstanding the foregoing, the essence of GradePod will remain unchanged as an online resource for teachers and students and the digital content shall always match the description of it that we provided to you before you bought it.
10. Providing GradePod
i Delivery costs. The costs of delivery of the GradePod (if any) will be as displayed to you on our website.
ii When we will provide the GradePod.
1 GradePod made available as a one-off purchase of digital content. We will make the digital content available for download by you as soon as we accept your order.
2 GradePod made available as a subscription to receive digital content. We will supply the digital content to you until your subscription expires or you end the contract as described in clause 11 or we end the contract by written notice to you as described in clause 13.
iii We are not responsible for delays outside our control. If our supply of the GradePod 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 GradePod you have paid for but not received.
iv Reasons we may suspend access to GradePod to you. We may have to suspend access to GradePod to:
1 deal with technical problems or make minor technical changes;
2 update the GradePod to reflect changes in course requirements;
3 make changes to the GradePod (see clause 9.1).
v Your rights if we suspend access to GradePod. We will contact you in advance to tell you we will be suspending access to the GradePod, unless the problem is urgent or an emergency. If you have a GradePod Subscription, and we have to suspend access to GradePod for longer than seven (7) days in any calendar month we will adjust the price so that you do not pay for GradePod while access is suspended. You may contact us to end the contract if we suspend access to the GradePod, or tell you we are going to suspend access, in each case for a period of more than seven (7) days and we will refund any sums you have paid in advance for access to GradePod in respect of the period after you end the contract.
vi We may also suspend access to GradePod if you do not pay. If you do not pay us for GradePod when you are supposed to (see clause 15.4) and you still do not make payment within seven (7) days of us reminding you that payment is due, we may suspend access to the GradePod until you have paid us the outstanding amounts. We will contact you to tell you we are suspending access to the GradePod. We will not suspend access to the GradePod where you dispute the unpaid invoice in good faith (see clause 15.6). We will not charge during the period for which access to the GradePod is suspended. As well as suspending access to the GradePod we can also charge you interest on your overdue payments (see clause 15.5).
11. Your rights to end the contract
i How you can 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 the GradePod, how we are performing and when you decide to end the contract:
1 If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product replaced or a service re-performed or to get some or all of your money back), see clause 14;
2 If you want to end the contract because of something we have done or have told you we are going to do, see clause 11.2;
3 If you have just changed your mind, see clause 11.3. If you are a consumer (but not otherwise) you may be able to get a refund if you are within the cooling-off period;
ii 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 (d) below the contract will end immediately and we will refund you in full for any GradePod which have not been provided and you may also be entitled to compensation. The reasons are:
1 we have told you about an error in the price or description of the GradePod you have ordered and you do not wish to proceed;
2 there is a risk that supply of the GradePod may be significantly delayed because of events outside our control;
3 we have suspended supply of the GradePod for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than seven (7) days; or
4 you have a legal right to end the contract because of something we have done wrong.
iii Exercising your right to change your mind if you are a consumer (Consumer Contracts Regulations 2013). For most products bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
iv When you don’t have the right to change your mind as a consumer. You do not have a right to change your mind in respect of the GradePod after you have started to download them.
v How long do I have to change my mind if I am a consumer? If you are a consumer you have fourteen (14) days after the day we email you to confirm we accept your order, or, if earlier, until you start downloading. If we delivered the GradePod to you immediately, and you agreed to this when ordering, you will not have a right to change your mind.
12. How to end the contract with us (including if you are a consumer and have changed your mind)
i Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
1 Phone or email. Call customer services on +44 7980 660815 or email us at [email protected] Please provide your name, address, details of the order and, where available, your phone number and email address.
2 By post. Write to us. Please provide your name, address, details of the order and, where available, your phone number and email address.
3 Editing Your Account Online. You can log into your account at any time and make changes to your details.
ii When your refund will be made. We will make any refunds due to you as soon as possible. If you are a customer exercising your right to change your mind then your refund will be made within fourteen (14) days of your telling us you have changed your mind
13. Our rights to end the contract
i We may end the contract if you break it. We may end the contract at any time by writing to you if you do not make any payment to us when it is due and you still do not make payment within seven (7) days of us reminding you that payment is due.
ii You must compensate us if you break the contract. If we end the contract in the situations set out in clause 13.1 we will refund any money you have paid in advance for GradePod we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
iii We may withdraw certain GradePod. We may write to you to let you know that we are going to stop providing certain GradePod. We will let you know at least fourteen (14) days in advance of our stopping the supply of GradePod Teaching Resource and will refund any sums you have paid in advance for GradePod which will not be provided.
14. If there is a problem with the product
i How to tell us about problems. If you have any questions or complaints about the GradePod, please contact us. You can telephone our customer service team at +44 7980660815 or write to us at [email protected]
ii Summary of your legal rights 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 GradePod. Nothing in these terms will affect your legal rights.
If you are a consumer
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.
As the GradePod are digital content, for example in the form of a subscription to GradePod, the Consumer Rights Act 2015 says digital content must be as described, fit for purpose and of satisfactory quality: if your digital content is faulty, you’re entitled to a repair or a replacement. if the fault can’t be fixed within a reasonable time, or without causing you significant inconvenience, you can get some or all of your money back if you can show the fault has damaged your device and we haven’t used reasonable care and skill, you may be entitled to a repair or compensation
15. Price and payment
i Where to find the price for the GradePod The price of the GradePod by way of Lifetime membership (which includes VAT where applicable) will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the GradePod advised to you is correct. However please see clause 15.3 for what happens if we discover an error in the price of the GradePod you order.
ii What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the GradePod we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the GradePod Resource’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 GradePod Resource’s correct price at your order date is higher than the price stated in our price list, 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.
iii When you must pay and how you must pay. We accept payment with PayPal, Mastercard, VISA, American Express and Discover. You must pay for GradePod before you download them.
iv We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of three per cent (3%) a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
v 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 and we will not charge you interest until we have resolved the issue.
i Our policy is to conduct our business at all times in a professional manner and to good practice standards. We use our reasonable endeavours to maintain the GradePod up to date and to develop our services to meet subscribers’ needs. However, you should note in particular:
1 the GradePod are not intended to constitute a definitive or complete statement of physics on any subject.
2 the GradePod include archived information and resources, which may be incorrect or out of date.
3 We give you no warranty or assurance that our services and our means of delivering them are compatible with your software or computer configuration.
4 We may change part or all of our services at our discretion.
5 All implied warranties and conditions are excluded to the maximum extent permitted by law.
17. Our responsibility for loss or damage suffered by you
i 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.
ii Defective GradePod 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.
iii We are not liable for business losses or exam failure. If you or your Authorised Users use the GradePod for any purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity or exam failure.
iv Limit on our liability Our liability arising out of or in connection with these terms and the access to and use of the GradePod (howsoever caused) will not exceed the aggregate amount of the amount you have paid to us under these terms; provided that nothing in these terms shall excluded or otherwise limit our liability for death or personal injury caused by our negligence or any other liability that cannot be excluded or limited by applicable law.
18. How we may use personal information
i How we will use personal information. We will use the personal information you provide to us:
1 to supply the GradePod to you;
2 to process your payment for the GradePod;
3 to tell you about upgrades and other changes to the GradePod; and
4 if you agreed to this during the order process, to inform you about blog posts, news and similar GradePod that we provide, but you may stop receiving these at any time by contacting us.
ii We will give your personal information to other third parties where the law either requires or allows us to do so or you agree to us doing so. If we sell or buy any business or assets, we may disclose your personal data to the prospective seller or buyer of such business or assets.
19. Other important terms
i We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
ii You need our consent to transfer your rights to someone else (except that if you are a consumer 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. We may not agree.
iii Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms. 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.
iv The contract is the entire agreement. These terms and any documents referred to in them, constitute the whole agreement between you and us and supersede any previous arrangement, understanding or agreement between you and us relating to the subject matter they cover. You and us each acknowledges and agrees that in entering into these terms neither you nor us relies on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms or not) relating to the subject matter of these terms, other than as expressly set out in these terms.
v This contract does not create a relationship of partnership or agency. Nothing in these terms is intended to or shall operate to create a partnership between you and us, or authorise either party to act as agent for the other, and neither you nor us shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
vi 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.
vii 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 fail to make a payment and we do not chase you but we continue to provide the GradePod, we can still require you to make the payment at a later date.
viii Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by Scots law and you can bring legal proceedings in respect of the GradePod in the Scottish courts. If you are a consumer and live in England or Wales you can bring legal proceedings in respect of the GradePod in either the Scottish or the English courts. If you are a consumer and live in Northern Ireland you can bring legal proceedings in respect of the GradePod in either the Northern Irish or the Scottish courts.
ix Alternative dispute resolution if you are a consumer. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, disputes may be submitted for online resolution to the Online Dispute Resolution Platform http://ec.europa.eu/consumers/odr/.