1. Application of these Terms
1.1. References in these Terms to “TTRS”, “we” “us” or “our” are references to Touch-Type Read and Spell Ltd, a company incorporated in England with company number 02944581 and having its registered office at Chislehurst Business Centre, 1 Bromley Lane, Chislehurst, Kent BR7 6LH United Kingdom
1.2. In these Terms, the terms “you” and “your” are references to, as applicable:
1.2.1. visitors to the TTRS Site; and/or
1.2.2. School Members (as defined in clause 1.3.1); and/or
1.2.3. Home Members (as defined in clause 1.3.2); and/or
1.2.4. Tutors (as defined below in clause 1.3.3); and/or
1.2.5. Users (as defined in clause 1.3.4).
1.3. In these Terms, the following terms have the following meanings:
1.3.1. a School Member means a teacher, a college, a school or another educational organisation who or which has completed the form at: https://ttrsonline.com/registration/EducationSubscription has paid the required Fee to TTRS for the issue of Licences (Education Licences) for persons attending the applicable college, school or other educational organisation as described on the TTRS Site and who is an account holder with the TTRS Site as described in clause 4.2;
1.3.2. a Home Member means a person who has completed the form at https://www.ttrsonline.com/Registration/HomeLicence who has paid the required Fee to TTRS for the issue of Licences (Home Licences) for persons ordinarily living at the same residence as described on the TTRS Site and who is an account holder with the TTRS Site as described in clause 4.2;
1.3.3. a Tutor means a person who has completed the Tutor Application Form on the TTRS Site at https://secure.jotformpro.com/form/50544291053954 (Tutor Application Form); who has paid the required Fee to TTRS for the required number of Licences to be issued to his or her Users (Commercial Licences) as provided in the Tutor Application Form and who is an account holder with the TTRS Site as described in clause 4.2; and
1.3.4. a User means a person who is v alidly using the Services through the authority of a School Member (as permitted under an Education Licence), a Home Member (as permitted under a Home Licence) or a Tutor (as permitted under a Commercial Licence).
1.4. Notwithstanding anything else in these Terms, no person shall have any rights under the Terms if such person is not a School Member, a Home Member, a Tutor or a User.
1.5. The terms as set out in the Schedule comprise part of these Terms and shall apply as between TTRS and Tutors in addition to the terms contained in the rest of the Terms or in any Commercial Licence.
2. About the TTRS Site
2.1. References in these Terms to the TTRS Site are references to the website www.readandspell.com or any subsequent or other URL used by Touch-Type Read and Spell Ltd from time to time.
2.2. The TTRS Site is owned and operated by TTRS.
2.3. Your use of and continued access to the TTRS Site or use of any of the Services (as defined in clause 4 below) constitutes your agreement to these Terms and the Terms and constitutes a legally binding agreement between TTRS and you as either a visitor to the TTRS Site, a School Member, a Home Member and/or a User. TTRS may amend these Terms at any time, and you are deemed to have accepted and be bound by such amendments, each in accordance with clause 20 of these Terms.
2.5. TTRS has issued a Refunds Policy which is published online under the ‘Refunds Policy’ link in the footer of all pages on the TTRS Site. The Refunds Policy, in such form as may be amended from time to time and posted on the TTRS Site, is hereby incorporated by reference into these Terms as if fully set forth herein. By using the TTRS Site or using any of the Services you are also agreeing to the terms of the Refunds Policy as contained on the TTRS Site.
2.6. The currencies we accept are as set out from time to time on the TTRS Site. All stated prices include VAT (or the equivalent value added or good and services tax applicable to the transaction).
3. Your acknowledgment
3.1. If an individual, you guarantee and warrant to TTRS that you are at least 18 years of age and that you possess the legal capacity to enter into any agreements formed in accordance with these Terms. For individuals under 18 years of age, a parent or legal guardian must consent on their behalf and will be the party bound by the Terms. You authorise us to undertake any such verification checks from time to time as we may require in order to confirm your age.
3.2. If representing a college, school or other organisation, you warrant to TTRS that:
3.2.1. you are authorised to enter into binding legal obligations on behalf of the college, school or other organisation; and
3.2.2. the college, school or other organisation has the right, power and authority to execute and deliver, and to exercise its rights and perform its obligations under these Terms and any contract formed as anticipated by these Terms or the TTRS Site.
3.3. You will not use the TTRS Site or any Services for any purpose that is unlawful or prohibited by these Terms.
3.4. Without limiting these Terms, you agree to comply with all applicable laws regarding access to and use of the TTRS Site, the transmission of data exported from the country in which you reside and with all local laws and rules regarding acceptable use of and conduct on the internet.
4. Members, Licences and Services
4.1.1. The services provided by TTRS as described in this clause 4 are “Services” (and each, a “Service”).
4.1.2. TTRS provides, through the TTRS Site and subject to these Terms, the opportunity for School Members, Home Members and Tutors, as applicable (together Members), to purchase School Licences, Home Licences or Commercial Licences, respectively, to receive and to permit their Users to receive the Services pursuant to a standard TTRS End User Licence Agreement to be accepted by each User (each, a “Licence”). The form of the Licence, the types of Licences, the types of Members who may purchase such Licences are each described further at www.readandspell.com/about. The fees fees payable by Members in respect of each such Licence are described at http://www.readandspell.com/parents/home-course (Home) , http://www.readandspell.com/teachers/education-licence/fees (Education) and https://secure.jotformpro.com/form/50544291053954 (Tutor)
4.1.3. Under the United Kingdom Consumer Protection (Distance Selling) Regulations 2000 (as amended), you can postpone commencement of the Services until the seven working day cooling-off period has expired. However, if you enter the TTRS Site, choose to become a Member and purchase a Licence for the Services, you are electing to commence the Services immediately and you thereby waive any right to cancel the Service under the above Regulations.
4.2.1. In order to sign up to the TTRS Site as a Member you must successfully complete the relevant account creation form on the TTRS Site as applies to the applicable type of membership and provide your personal details including your name, address, phone number and email. Subject to the rights of TTRS under these Terms, a person shall become a Member of the TTRS Site following compliance with these requirements.
4.2.2. No fees are payable by Members for general usage of the TTRS Site during a free trial period (if any) or as agreed by TTRS.
4.2.3. If a Member wishes to obtain a Licence(s) for its Users it shall place an order for a Licence(s) through the TTRS Site and shall pay the relevant Fee for such Licence(s). Each Licence order a Member places through the TTRS Site shall be deemed to be an offer by the Member to purchase the applicable Licence(s) for its Users for the period specified in the order on and subject to these Terms and any additional terms and conditions as notified to the Member by us.
4.2.4. TTRS shall not be obliged to accept any or all Licence orders issued by Members. No Licence order shall be deemed to be accepted by TTRS until it issues an order confirmation email to the Member. TTRS shall charge and the Member shall pay TTRS the Fee for the Licence(s) in the amounts and in the manner set out in http://www.readandspell.com/parents/home-course (Home) , http://www.readandspell.com/teachers/education-licence/fees (Education) and https://secure.jotformpro.com/form/50544291053954 (Tutor) as may be amended from time to time.
4.2.5. Once TTRS issues an order confirmation email to a Member as described in clause 4.2.4, this forms a contract between TTRS and the Member as regards the Licence on the terms as stated in such email and the terms of these Terms as then applying.
4.2.6. If a User of a Member then wishes to activate a Licence from TTRS and use the Services, its School Member, Home Member or Tutor, as applicable, must have first paid the required Fees to TTRS for the issue of the relevant form of Licence (Home Licence, School Licence or Commercial Licence, as applicable) to such User by TTRS. The terms of the TTRS End User Licence Agreement shall be as set out here http://www.readandspell.com/EULA as may be amended from time to time. Users must accept the terms of the TTRS End User Licence Agreement via the TTRS Site before access is granted by TTRS.
4.2.7. In addition to its other rights under these Terms, but subject to clause 4.2.9, TTRS reserves the right, upon notice to Members, via email or by amendment to these Terms, to change or terminate the terms of any agreement formed between us and a Member under these Terms. You agree that your use of the TTRS Site or any Services after notice of change to these Terms means that you accept the changes.
4.2.8. A Member shall have the rights as such for the period of his or her Licence in accordance with these Terms.
4.2.9. Where you are a current paid up member of the TTRS Site with an unexpired Licence operational at the time of the adoption of these Terms (or at the time of any subsequent amendment to these Terms from time to time), unless or to the extent you and TTRS agree otherwise in writing, your then current Licence plan will not be affected by the adoption of these Terms until the expiry of the then current paid up term of such Licence. At the time of your renewal you will be offered the opportunity to purchase a Licence under these Terms and using the Licence plans available under these Terms at such time. If the Licence arrangements you have previously been subscribed under is not then available under these Terms, you will not be able to renew under those arrangements.
4.2.10. Subject to clause 4.2.9, you will be given at least fourteen (14) days notice in writing or by publishing such changes on the TTRS Site, of any changes to the Fees.
4.2.11. Except as specifically provided in these Terms and subject to the terms of the Refunds Policy from time to time, to the fullest extent permitted by applicable law, the Fees, once paid, are not refundable,.
4.3.1. TTRS provides the Services by way of a software program and related tools and services on the TTRS Site designed to provide a means by which literacy is developed as described at www.readandspell.com. The Services are as described in this clause 4 or as may be modified by TTRS at any time.
4.3.2. The Services are available to Members and Users by way of the Licences as described above in this clause 4. TTRS reserves the right to, modify or discontinue the Services in whole or in part at any time or to refuse to provide or to discontinue the provision of the Services to any person at any time.
4.3.3. In addition to all obligations and restrictions contained elsewhere in these Terms (including, without limitation, the terms of the Licences), you may not copy, duplicate, distribute, disseminate or reverse engineer any software as relates to the Services or use any portion of such software to provide a competing service.
4.3.4. The terms set out in these Terms and the TTRS Site (including the terms of the Licences) constitute the entire agreement between TTRS and you as relates to the Services and there are no representations, understandings or agreements relating to the Services which are not fully expressed in such terms.
4.3.5. Our Refunds Policy sets out the basis on which we will permit cancellations of Licences and refunds but does not affect or limit your statutory rights that cannot be limited by agreement.
5. Copyright and trademarks
5.1. Copyright and use of Content
5.1.1. Your use of the information, graphics, text, audio files, software, chapters, products and materials on the TTRS Site and any information sheets, mailout or newsletter services, or other tools and facilities made available to you on or through the TTRS Site or as part of any Service (Content) is governed by these Terms.
5.1.2. Copyright in the Content is owned by or licensed to TTRS, unless indicated otherwise. The Content is protected by intellectual property laws.
5.1.3. For the avoidance of doubt, except where necessary for viewing the Content on your computer or on the TTRS Site or your browser, or as permitted under applicable laws or these Terms, you may only use the Content for your personal use. Other than as permitted by a Commercial Licence issued to a Tutor for on-sale to his or her User no Content may be used for commercial purposes, resold, rented or sub-licenced, reproduced, edited or otherwise modified, adapted, uploaded to a third party, linked to, framed, performed in public, distributed or transmitted in any form by any process without the prior written consent of TTRS. You may be liable for prosecution if you share with or distribute the Content to any other person.
5.1.4. You shall not commit any act which causes or may cause damage or loss to our reputation or harms any trademarks or other intellectual property owned by us or an affiliate of ours and shall indemnify us for any loss or damage which may be suffered by us, or an affiliate of ours, as a result of any breach of any undertaking contained in this clause 5.
5.1.5. You may not use any automated scripts or "robots" to access, copy, or manipulate any Content. You may not engage in denial of service attacks upon the servers that publish the TTRS Site. You may not engage in any content that uses more than .01% of the hardware and software infrastructure of the TTRS Site.
5.1.6. All product names, marks, logos, symbols, and company names are the property of their respective owners and subject to the protection of applicable laws and regulations. You agree that you have been suitably notified of the ownership of any trademark, service mark, copyright, patent or any other intellectual property rights or property rights of any nature and any violation by you of any such property rights is fairly deemed to be "wilful" in nature
You shall not commit any act which causes or may cause damage or loss to the reputation of TTRS or harms the trademarks owned by TTRS or an affiliate of TTRS from time to time (Trademarks).
You shall not acquire any right, title or interest in or to the Trademarks or the goodwill associated therewith, or in or to any of the advertising, promotional or merchandising work or material for or relating to the Services and belonging to or developed by or for TTRS, and shall indemnify TTRS for any loss or damage which may be suffered by TTRS, or an affiliate of TTRS, as a result of any breach of any undertaking contained in this clause 5.2.
6. Your Content
6.1. While using the TTRS Site or as part of the Services you may be given the opportunity to enter or provide information or content (Your Content). Your Content may be entered onto the TTRS Site through the use of submissions from you, through use of the Services, reviews and feedback forms and other communication facilities which provide feedback to TTRS, and provide reviews of the TTRS Site. Without limitation, information provided by potential Tutors on a Tutor Application Form is Your Content.
6.2. It is a condition of your use of the TTRS Site that you ensure that, and you warrant to us that, Your Content and any information you or any of your Users provide in relation to your use of the TTRS Site:
6.2.1. is true, complete and not misleading;
6.2.2. is not fraudulent;
6.2.3. does not infringe any third party's copyright, patent, trade mark, trade secret or other proprietary rights or rights of publicity or privacy;
6.2.4. does not violate any law, statute or regulation, and does not constitute or encourage conduct that would constitute a criminal offence;
6.2.5. is not defamatory, libellous, unlawfully threatening or unlawfully harassing;
6.2.6. is not harmful, threatening, abusive, hateful, obscene, vulgar, pornographic, profane or indecent;
6.2.7. does not in any way impinge on another user's use or enjoyment of the TTRS Site; and
6.2.8. does not contain any computer viruses or other harmful component.
6.3. To enable us to lawfully use Your Content, you agree to grant TTRS a perpetual, non-exclusive, worldwide, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright (but no other rights) you have in Your Content, in all media now known or not currently known, with respect to Your Content. You also agree to the extent permitted by law, to waive in favour of TTRS’s favour any moral rights or similar rights you may have or may acquire in the future in Your Content.
6.4. You must not use any of Your Content to link to any website or web page consisting of or containing material that would, were it posted on the TTRS Site, breach the provisions of these Terms.
6.5. We reserve the right to edit or remove any of Your Content submitted to the TTRS Site, or stored on our servers, or hosted or published upon the TTRS Site.
6.6. Notwithstanding our rights under these Terms in relation to Your Content, we do not undertake to monitor the submission of Your Content, or the publication of Your Content on, the TTRS Site.
6.7. TTRS is not responsible for any Content or Your Content on the TTRS Site any (including where that Content or Your Content is from a guest or expert whose statements on the TTRS Site are their own) or the user’s ability, knowledge, professional qualifications or experience. You acknowledge that the TTRS Site is a public communication.
6.8. All Your Content (other than personal information) become the property of the TTRS Site. All Your Content (other than personal information) is non-confidential in nature. We may publish all Your Content (other than personal information) in any manner that we deem to be appropriate, including in all forms of media and publication.
6.9. You are solely responsible for the content of all Your Content, including any violation of this clause 6. You agree to hold us harmless and defend us and indemnify us from any civil actions filed or threatened to be filed by any third party or entity who determines that Your Content supports a legal cause of action.
7.1. Some parts of the TTRS Site may be accessed only through the use of a password (Authorised Content). In order to access the Authorised Content or to be a Member or a User you must register and be assigned a password which you will be required to enter before accessing the Authorised Content.
7.2. Your password is personal to you and not transferable. You must not allow anyone else to use your password and you may not use another person’s account at any time, without the express permission of the account holder
7.3. Where TTRS has assigned a password to you, you must not disclose your password to any other person or use your password for any unauthorised purpose. If you lose your password or if it is disclosed, you are able to obtain a new password using the ‘Forgot your password?’ link on the login page at www.ttrsonline.com. You agree to immediately notify us of any unauthorised use of your password or account or any other breach of security.
7.4. In no event will TTRS be liable for any indirect or consequential loss or loss of profits or loss of goodwill or damage whatsoever resulting from the disclosure of your username and/or password.
8. Links to other websites
8.1. The TTRS Site may contain links to other websites operated by third parties (Third Party Sites). TTRS does not control, endorse, or approve of the operators of Third Party Sites, or the information, graphics and material on those Third Party Sites (Third Party Material) and accepts no liability for the content of the Third Party Sites or for any loss arising from use or reliance on the Third Party Sites. The provision of links to Third Party Sites does not authorise you to resell, rent or sub-licence, reproduce, edit or otherwise modify, adapt, upload to a third party, link to, frame, perform in public, distribute or transmit the Third Party Material in any form by any process without the prior written consent of the operator of the relevant Third Party Site operator.
8.2. Subject to any applicable law which cannot be excluded, TTRS makes no warranties or representations:
8.2.1. regarding the accuracy of the links to the Third Party Sites;
8.2.2. regarding the quality, accuracy, merchantability or fitness of purpose of Third Party Material or products or services available through the Third Party Sites;
8.2.3. that Third Party Material does not infringe the intellectual property rights of any person; or
8.2.4. that by linking this TTRS Site to the Third Party Material, TTRS is authorising the reproduction of Third Party Material.
8.3. When you follow a link on the TTRS Site, material at a Third Party Site may be displayed in your browser framed by material on this TTRS Site. This material is also Third Party Material for the purposes of these Terms. Your use of the Third Party Material is governed by the terms of the relevant Third Party Site.
8.4. All offers to sell and statements relating to goods and services available on Third Party Sites are the responsibility of and given by the Third Party Site operators. Insofar as such offers and statements are made on the TTRS Site, such offers and statements are made by TTRS on behalf of the Third Party Site operators. TTRS expressly disclaims acting in any other respect on behalf of Third Party Site operators.
8.5. TTRS may receive payments from operators of Third Party Sites in relation to goods or services supplied by the operator as a result of linking to the Third Party Site from this TTRS Site.
8.6. TTRS may make payments to operators of Third Party Sites in relation to goods or services supplied by TTRS as a result of linking to the TTRS Site from the Third Party Site.
9. Third Party Software
Unless otherwise indicated, software or downloads available via links from the TTRS Site are third party products. These products may be subject to a licence agreement between you and the relevant product owner. To the extent permitted by law, TTRS accepts no liability in respect of such third party products and TTRS provides no warranty and gives no endorsement in respect of such products or any party connected with them. TTRS does however, welcome your feedback or suggestions concerning these products.
10. System integrity
When using the TTRS Site you must not use any device, software or routine to interfere or attempt to interfere with the proper working of the TTRS Site or any activity conducted at the TTRS Site. You may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure.
While we have made all reasonable efforts to ensure that the Content is free from error, TTRS does not guarantee or warrant the accuracy, adequacy or completeness of Content on this TTRS Site. The TTRS Site and all Content are provided without guarantees or warranties of any kind, either express or implied (not including any responsibilities implied by law and which cannot be excluded). All Content is subject to change without notice. TTRS does not guarantee that this TTRS Site or Third Party TTRS Sites will be free from viruses or defects, or that access to the TTRS Site or Third Party TTRS Sites will be uninterrupted.
We make no representations or warranties regarding the availability, suitability, reliability, merchantability, non-infringement, capability, usefulness or fitness for any general or particular purpose of the TTRS Site, or the tools, products or services herein supplied or sold or regarding the characteristics of services provided by or through the TTRS Site, or regarding the timeliness, accuracy or usefulness of information obtained from or through the TTRS Site.
12. Disclaimers and limitation of liability
12.1. TTRS provides the Service of accessing, downloading and using digital files from the TTRS Site. However, TTRS undertakes no liability and gives no warranty:
12.1.1. that the laws applying in the jurisdiction where you are resident or from which you access the service, permit you to use the Service, the data, the results, content of the TTRS Site or material, or any associated information provided through your Licence. You agree that it is your responsibility to ensure that no law is violated by your use of the Service or the TTRS Site; or
12.1.2. that the Service will run properly on the computers, hardware, software, modems and similar which are necessary to access the Service, including any connection to the Internet, and all associated telephone lines and telecommunications services, which you have selected or acquired; or within all network and operating system environments used by you.
12.2. The nature of internet communications means that the TTRS Site may be susceptible to data corruption, interception, non-availability and delays. The TTRS Site may also be unavailable from time to time due to repairs, maintenance or development work. You agree that TTRS has no obligation to provide support for the TTRS Site.
12.3. Use of the TTRS Site is at your own risk. The TTRS Site and all Content is provided on an “as is” and “as available” basis without any representation or endorsement made, and (not including any responsibilities implied by law and which cannot be excluded) without warranty or guarantee of any kind, whether express or implied, including, but not limited to, the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy. TTRS makes no warranty that defects will be corrected or that the TTRS Site or the server that makes them available are free of viruses or anything else which may be harmful or destructive.
12.4. The TTRS Site may contain typographical errors or mistakes, and we disclaim any responsibility for such errors and you agree to hold us harmless from any legal responsibility for such errors.
12.5. Subject to any warranties implied by law and which cannot be excluded, TTRS, its employees, contractors or agents, are not liable to you for any direct, indirect, special or consequential losses, damages, liabilities, claims and expenses (including but not limited to legal costs and defence or settlement costs) whatsoever arising out of or referable to Content or Your Content on the TTRS Site, to Third Party Material, or to your use or access of the TTRS Site or any Services whether such liability exists in contract, tort including negligence, statute or otherwise.
12.6. TTRS’s liability (whether in tort, for breach of contract or otherwise) to you (as a visitor to the TTRS Site, as a Member , as applicable) arising out of all claims for any loss or damage under these Terms or any agreement formed as anticipated by them or in respect of any Services will not exceed in aggregate an amount equal to the lesser of (1) twice the amount actually paid as Fees for Licences or charges for Services, as applicable by you to TTRS under these Terms or such agreement and (2) the sum of £10,0000. TTRS shall have no liability whatsoever (whether in tort, for breach of contract or otherwise) directly to Users arising out of all claims for any loss or damage under these Terms or any agreement formed as anticipated by them or in respect of any Services.
12.7. The liability of TTRS for breach of a condition or warranty implied by law, and which cannot be excluded, is limited to the extent possible at TTRS’s option, to:
12.7.1. the supply of the Services again; or
12.7.2. the payment of the cost of having the Services supplied again.
12.8. Nothing in these Terms shall exclude or restrict our liability in respect to fraudulent misrepresentation; or any other liability which cannot be limited by applicable law.
13. Force Majeure
Neither party shall be liable for any delay or failure in performance under these Terms or in relation to any Services due to Force Majeure, which shall mean acts of God, earthquake, labour disputes, changes in law, regulation or government policy, riots, war, fire, flood, insurrection, sabotage, embargo, epidemics, acts or omissions of vendors or suppliers, transportation difficulties, unavailability of interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies, or power used in or equipment needed. TTRS is not responsible for server downtime under any circumstances. When Force Majeure applies, TTRS may exercise its right to terminate under clause 15. This clause 13 shall not operate to restrict or delay any payment obligations.
You agree to indemnify TTRS against any claim, liability, or expense (including, without limitation, legal fees, costs, and disbursements) (loss) brought or threatened against, or incurred by TTRS, arising directly or indirectly from any act or omission by you or any of your Users; by a breach of these Terms by you or any of your Users or your use or the use by any of your Users of the TTRS Site or any Services, negligence, or wilful misconduct by you or by any of your Users except to the extent that loss arises out of an act or omission by TTRS. 
15.1. These Terms (and the agreement constituted by your use of the TTRS Site) and your access to the TTRS Site, and/or any Licence, and/or any Services to you and/or any of your Users may be terminated at any time by TTRS without notice. All restrictions, licences granted by you and all disclaimers and limitations of liability by TTRS in these Terms will survive termination, however, you will no longer be authorised to access the TTRS Site. TTRS will not refund any advance Licence fees paid by you or other payments made by you in respect of Services if your access is terminated under clause 13 (Force Majeure) or by reason of a breach by you of these Terms or any agreement constituted by your use of the TTRS Site. If the Terms or agreement is terminated by you, you will no longer be authorised to access the TTRS Site and, to the fullest extent permitted by law, TTRS is not liable to refund any advance Licence fees paid by you or other payments made by you in respect of Services.
15.2. TTRS may also at any time, at its sole discretion, discontinue the TTRS Site or any part thereof without prior notice and shall not be liable to you or any third party for any termination of your access to the TTRS Site. TTRS reserves its right to refuse to accept any person as a Member or a User without giving any reason for such refusal.
16. Jurisdiction and disputes
16.1. These Terms and all agreements formed as anticipated by these Terms will be governed by and construed in accordance with the laws of England, without regard to any conflict of laws principles. The parties irrevocably submit to the exclusive jurisdiction of the courts of England.
17. Foreign Usage
TTRS makes no representations that the usage of the TTRS Site, the Content or Your Content provided herein, the issue of use of any Licence or use of the Services will not violate the laws of your local jurisdiction. You are responsible for compliance with the laws of your jurisdiction, especially if you are accessing the TTRS Site from outside England.
18.1. Subject to clause 18.2, you will treat as strictly confidential (A) all information received or obtained as a result of accessing the TTRS Site, receiving the Services, entering into any Licence or otherwise relating to TTRS or any affiliate of TTRS (including, without limitation, the Content), (B) the subject matter and provisions of the TTRS and these Terms, and (C) any negotiations between the parties.
18.2. You may disclose information which would otherwise be confidential, if and to the extent, (A) required by law, (B) the information has come into the public domain through no fault of your own, or (C) TTRS has given prior written approval of the disclosure, provided in each case that, subject to law, any such information will be disclosed only after consultation with TTRS.
19.1. You may not assign any of your rights under these Terms or under any Licence without the prior written consent of TTRS.
19.2. TTRS may at any time, without your consent, assign all or any part of its rights, benefits and/or obligations arising pursuant to these Terms and/or any agreement formed as anticipated by these Terms (including any Licence), to a third party.
19.3. If any provision of the Terms is held to be illegal, void, invalid or unenforceable, the legality, validity and enforceability of the remainder of the Terms shall not be affected.
19.4. Neither the failure to exercise nor any delay in exercising any right under the Terms shall impair or operate as a waiver thereof, in whole or in part. No single or partial exercise of any right under the Terms shall prevent any further or other exercise thereof or the exercise of any other right.
19.5. These Terms and any document expressly referred to in them represent the entire agreement between us and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing. No particulars, statements or descriptions, in whatever form provided by TTRS concerning the Services, nor any verbal representations by any agent, employee or representative of TTRS, shall form part of these Terms (or any agreement formed as anticipated by these Terms) or be treated as constituting a representation on the part of TTRS.
19.6. Nothing in these Terms constitutes, or will be deemed to constitute, a partnership between TTRS and you, nor will it constitute, or be deemed to constitute, either of us as an employee, employer, agent, representative, partner or joint venturer of or with the other for any purpose.
19.7. No person who is not a party to these Terms shall have any right to enforce any term of these Terms.
19.8. If you wish to communicate with TTRS, please visit the ‘Contact Us’ page on the TTRS Site to obtain our contact details or email us at email@example.com.
20.1. You acknowledge and accept that your use of the TTRS Site or any of the Services indicates your acceptance of these Terms. Since you are bound by these Terms, you should review them periodically.
20.2. These are the current Terms. They replace any other Terms for the TTRS Site published on the TTRS Site to date. TTRS may at any time vary the Terms by publishing the varied Terms on the TTRS Site. You accept that by doing this, TTRS has provided you with sufficient notice of the variation. Your continued use of the TTRS Site or any of the Services following any change to these Terms will be deemed acceptance of those changes. No additions to or modifications of these Terms by you shall be effective unless accepted by TTRS in writing.
20.3. TTRS reserves any rights not expressly granted in these Terms.
© 2012-2015 Touch-Type Read and Spell Ltd. All Rights Reserved.
In force on and from 19 March 2015.
Schedule – Additional terms for Tutors
1. In consideration of, and subject to: (a) the Tutor duly completing the Tutor Application Form and accepting to be bound by these Terms; (b) the Tutor paying the Tutor Start Up Order Fees for Commercial Licences and such Fees as required to keep such Commercial Licences current as set out in the Tutor Application Form; and (c) the Tutor’s compliance with all the terms of these Terms, and subject to clause 2 of this Schedule, with effect from the Start Date as set out in the Tutor Application Form:
1.1 TTRS grants to the Tutor a non-exclusive, revocable, non-assignable, licence to use the Materials and the Software (each as defined in clause 12 of this Schedule below) in order to deliver the Course to his or her Users in accordance with the terms of these Terms or as directed by TTRS from time to time, and the Tutor accepts the grant of such licence; and
1.2 TTRS grants the Tutor a non-exclusive, revocable, non-assignable right to issue a Commercial Licence to the Tutor’s Users at the Fee payable by the Tutor to TTRS, and the Tutor accepts the grant of such right. The Tutor may on-charge his or her Users such fee for the issue of the Commercial Licence to the User as the Tutor reasonably determines.
2. TTRS reserves the right at any time and for any reason, with regard to a Tutor to suspend or terminate the effectiveness of this Schedule to such Tutor and/or to suspend or terminate the Tutor’s or his or her User’s access to any Licence, the Course, the Materials and the Software and all related intellectual property. TTRS may also suspend or terminate access by any Tutor to the TTRS Site at any time and for any reason. If such suspension or termination is because TTRS considers that the Tutor or any of its Users is not operating in accordance with these Terms, the Commercial Licence or with applicable law or if TTRS considers in its sole discretion that it is not appropriate that the Tutor and/or its Users continue to have such access, then such suspension or termination shall be deemed to have been for Cause and no fees paid to TTRS in respect of the then current or future periods shall be refunded by TTRS to the Tutor. TTRS accepts no liability for the Tutor being unable to provide lessons while such access is suspended or terminated for any reason. If, with regard to a Tutor, the effectiveness of this Schedule is terminated by TTRS and access by the Tutor and its Users to the Licence, the Course, the Materials and the Software is terminated by TTRS, in each case other than for Cause, then the fees paid by the Tutor may be reimbursed to the Tutor by TTRS at a pro-rata rate based on the proportion of the unused period compared to the total period which the fees covered, less related administration costs of TTRS. If a Refund Policy is in force and it specifically applies to this situation the terms of such Refund Policy shall prevail.
3. The Tutor agrees that it and all persons it engages or employs shall:
3.1 Deal with TTRS in good faith and in an open and co-operative way.
3.2 Exercise the degree of care, skill, diligence and foresight which would reasonably and ordinarily be expected from a skilled and experienced contractor engaged in the same type of undertaking under the same or similar circumstances and to conduct his or her teaching with integrity.
3.3 Deal with his or her customers openly and in good faith.
3.4 Comply with all relevant laws, regulations and requirements of the jurisdiction in which the Course is being taught, including maintaining any relevant licences or permits.
3.5 In the event, the Tutor fails to comply with any such laws, regulations and requirements, notify TTRS immediately in writing.
3.6 Maintain a clear and up-to-date Disclosure and Barring Service (or equivalent) check. In the event the Tutor does not, to notify TTRS immediately in writing.
3.7 Observe any written specifications, regulations or systems in connection with the conduct of the Course as supplied by TTRS.
3.8. Supply to TTRS such information relating to the Course as reasonably required by TTRS within a reasonable period of time.
3.9 Effect public liability and other contingency insurance for itself and all persons it employs or engages in connection with the administration of the Course.
3.10 Without limiting clause 8 of this Schedule below, that the Materials and the Software (and any improvements) are and remain the copyright and property of TTRS and are to be returned to TTRS at the Tutor’s cost, if requested by TTRS at any time.
3.11 Maintain the intellectual property of TTRS at all times and not to cause or permit anything which would damage or endanger TTRS’s title to it or assist or suffer others to do so and to consult with TTRS in the event that any of such intellectual property is endangered for any reason.
3.12 Not harm the name, reputation and standing of TTRS.
3.13 Not alter remove or tamper with the Materials or the Software in any way and to notify TTRS immediately it discovers any errors, faults or defects in the Material and/or the Software.
3.14 Not assign the benefits of these Terms.
4. TTRS agrees to deliver and supply the Software and the Materials for the Course to the Tutor and to provide all reasonable support while this Schedule is in force and effect to the extent ordinarily provided by TTRS to equivalent licencees at the request of the Tutor.
5. The Tutor is personally responsible for paying all tax and national insurance (or equivalent) costs in respect of any fees or other income he or she receives and TTRS accepts no responsibility or liability whatsoever with regard to the Tutor’s tax and national insurance (or equivalent) liabilities. The Tutor is self-employed and nothing in these Terms or activities undertaken as anticipated by it shall create between TTRS and the Tutor the relationship of employer and employee or create any agency, partnership or joint venture relationship of any kind.
6. The Tutor will ensure that if the level of fees or other income generated through the operation of a centre exceeds the threshold for VAT, that registration will take place within the time periods specified within current VAT (or equivalent) legislation. Once registered for VAT, the Tutor will maintain books and records in a format that complies with current VAT legislation. For these purposes the term “VAT” shall mean any value added tax or goods and services tax, or equivalent tax howsoever described and applicable in any jurisdiction.
7. The Tutor will seek prior approval of TTRS whenever it proposes to advertise TTRS and/or to use the TTRS logo or any text, images or other material contained on the TTRS Site at any time from TTRS in writing or by email exchange.
8. Pre-existing intellectual property supplied by TTRS and utilised by the Tutor (including, without limitation, all intellectual property in the Course, the Software and the Materials) and any improvements to such pre-existing intellectual property made during the period this Schedule is in force, will remain the property of TTRS. All right, title and interest in any new intellectual property arising from the activities undertaken by either TTRS or the Tutor as anticipated by these Terms will be, from the point of creation, the sole property of TTRS. The Tutor hereby assigns to TTRS from the point of creation all rights in and to all such new intellectual property and agrees to undertake all acts and execute all documents necessary to effect such transfer. The Tutor shall ensure that in all contracts with its contractors and employees it provides that all new intellectual property arising from the activities undertaken by either TTRS, or the Tutor or such contractor or employee as anticipated by these Terms will be, from the point of creation, the sole property of TTRS. The Tutor shall not, and shall procure that all of its employees and contractors shall not use TTRS’s intellectual property other than as specifically permitted by these Terms.
9. The Tutor warrants to TTRS that he or she (and each of its employees and contractors): (a) has the right, power and authority to enter into, execute and perform these Terms; (b) will fulfil all his or her obligations expressed or implied in these Terms; (c) has the experience and expertise to teach the Course in the manner required by TTRS and as anticipated by these Terms; (d) has provided all information to TTRS that would be relevant to assist TTRS to determine whether to enter into these Terms with the Tutor, and that all such information is complete, accurate and not misleading, (e) will not breach any law to which he or she is subject which; and (f) will comply with all applicable laws and all regulatory requirements in carrying out its obligations under these Terms and teaching the Course.
10. TTRS gives no warranty or undertaking as regards the commercial success of the Tutor or the uptake of the Course. The Tutor shall ensure that TTRS shall have no direct contractual link or relationship with the customers of the Tutor (its Users) and, to the fullest extent permitted by law, TTRS shall have no direct obligations to the customers of the Tutor (its Users).
11. To the maximum extent permitted by applicable law, the Tutor confirms and acknowledges that in connection with these Terms and the activities anticipated to be undertaken by it, it is not a consumer or an equivalent term for the purposes of any applicable consumer protection law and that all implied terms, conditions and warranties provided for by any applicable law are excluded.
12. In this Schedule:
12.1 Course means the Touch-type Read and Spell Computer Aided Learning Course, based on the book Alpha to Omega (by Beve Hornsby et al);
12.2 Materials means materials supplied by TTRS in connection with the delivery of the Course by the Tutor; and
12.3 Software means software supplied by TTRS in connection with the delivery of the Course by the Tutor as described or referred to in the Licence.