Terms & Conditions
curriculART Limited
Terms and Conditions for use of website
Please read these terms and conditions carefully, as they contain important information about the Customer’s rights and obligations. In particular, We draw the Customer’s attention to clause 5 (Renewal of Subscription), clause 6 (Security), clause 7 (Use of the Service), clause 9 (Customer’s Obligations) and clause 14 (Liability).
1. Definitions
1.1 In these terms and conditions the following words and phrases shall have the following meanings unless the context otherwise requires:
"Account Supervisor" means the person who signs the Subscription Order Form on behalf of the Customer and is the point of contact with Us for all matters relating to the Service.
“Annual Charge” means the charge for the a Subscription to the Service for the Contract Period as set out in the Subscription Order Form or as notified by Us to the Customer in advance of renewal of the Contract under clause 6.1.
"Authorised User" means any employee or person engaged by the Customer to provide teaching services and who has access to the Service from the Customer’s premises.
“Confirmation” means the confirmation of acceptance of the Customer’s order as set out in clause 5.3.
"Contract" means these terms and conditions and the completed Subscription Order Form.
“the Contract Period” means the period of 1 year or 3 years (as specified in the Subscription Order Form) for which the Customer has paid the Annual Charge to subscribe to the Service.
"curriculART" means curriculART Limited.
"Customer" means the school or other educational institution (for the avoidance of doubt excluding any local education authority or local council) named on the Subscription Order Form.
“Materials” means the educational resources on Our Website including designs, instructions to teachers, photographs, drawings, illustrations, worksheets and activity sheets, and all other information howsoever displayed.
“Our Website” means the curriculART website at www.curriculart.co.uk or such other website address as We may notify to the Customer from time to time.
“Permitted Materials” means those Materials which are stated on Our Website as being available to be downloaded by Authorised Users;
"Service" means the educational resources and materials provided by Us on Our Website.
“Subscription” means the Customer’s subscription to use the Service and Our Website.
"Subscription Order Form" means the subscription order form issued by curriculART that has been signed by the Customer, or completed by the Account Supervisor on line.
”Us” means curriculART and ‘We’ or ‘Our’ shall be interpreted accordingly.
2. Duration
2.1 We grant the Customer a non-exclusive, non-transferable licence to use the Service and the Materials only as an educational resource for the Contract Period, commencing on the date on which Confirmation is sent to the Customer and expiring on the final day of the Contract Period, unless this Contract is terminated earlier in accordance with clause 17 or any other clause of this Contract. This licence to use the Service and the Materials is granted on the terms and conditions of this Contract.
2.2 After the expiry of the Contract Period this Contract shall remain in force from year to year subject to payment of the Annual Charge, unless terminated earlier by either party in accordance with clause 17 below or any other clause of this Contract.
3. Provision of the Service
3.1 No order placed by the Customer shall be deemed to be accepted by Us until the Confirmation is issued by Us.
3.2 We may from time to time provide the Account Supervisor with reasonable instructions which We believe are necessary for reasons of health and safety as to the use of the Service or the Materials.
3.3 We warrant that:
(a) We have a right to license the Service and the Materials to the Customer; and
(b) We will provide the Service with reasonable skill and care.
3.4 We have used Our best endeavours to ensure that Our Website complies with UK laws. curriculART does not offer the Service to persons resident outside of the UK.
3.5 The Customer is responsible for providing suitable computer hardware, software and telecommunications equipment and services necessary to access and use the Service. In particular, this Contract does not include the provision of telecommunications services necessary to connect to the Service.
3.6 The Customer is responsible for the acts and omissions of all Authorised Users in connection with the Service and is liable for any failure by any Authorised User to perform or observe the terms and conditions of this Contract, including any instructions issued under clause 3.1 and the Customer’s obligations set out in clause 10.
3.7 We reserve the right to vary the Materials from time to time by adding, removing or modifying the Materials as We think fit, and We do not guarantee or warrant that any particular item or items of Materials will be available at any given time.
3.8 Please note that although We try to ensure that the content of Our Website, the Service and the Materials are accurate, Our Website, the Service and the Materials may contain typographical errors or other inaccuracies.
4. Charges
4.1 The Annual Charge will be as set out in the Subscription Order Form and on the Website. The Annual Charge is payable immediately if the Customer subscribes online or if the Customer does not subscribe online the Annual Charge is payable in advance and must be submitted with the completed Subscription Order Form.
4.2 The Annual Charge is non refundable. The Annual Charge is not subject to VAT.
4.3 The Annual Charge is payable annually in advance. The Service shall not be provided and Our Website shall not be made available to the Customer until such time as the Annual Charge has been paid.
5. Payment
5.1 Payments may be made online in accordance with clause 5.2 or by cheque made payable to curriculART Limited and sent to the address set out in clause 22.
5.2 If the Customer wishes to pay the Annual Charge online the Customer must pay by credit or debit card at the time when it completes the Subscription Order Form online and the payment will be for a Subscription to the Service for the Contract Period. The Annual Charge is the charge in force at the date and time of completion of the Subscription Order Form.
5.3 curriculART is entitled to refuse any subscription request placed by the Customer. If the Customer’s Subscription request is accepted, We will issue the Confirmation to the email address given to Us by the Customer on the Subscription Order Form. We will provide the user IDs and unique password to the Customer on Confirmation. An invoice will be sent to the Customer with the Confirmation.
5.4 The Customer undertakes that all details it provides to Us for the purpose of subscribing to the Service will be correct including the information in the Subscription Order Form, that the payment of the Annual Charge has been authorised by the Customer and that there are sufficient funds or credit facilities to cover the Annual Charge. We reserve the right to obtain validation of the Customer’s credit or debit card details before providing the Confirmation.
5.5 No payment shall be deemed to have been received until We have received cleared funds. All payments shall be made in pounds sterling.
5.6 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
6. Renewal of Subscription
6.1 We will notify the Customer by email to the email address set out in the Subscription Order Form at least 30 days before the date on which the Customer’s Subscription to the Service is due to expire. If the Customer does not notify Us by email at least 14 days before the date on which the Customer’s Subscription is due to expire that it wishes its Subscription to cease then the Customer’s Subscription will be renewed automatically and:-
(a) if the Customer has paid the Annual Charge for the preceding Contract Period by credit or debit card We will deduct from the Customer’s credit or debit card the Annual Charge on or within 7 days of the date on which the Customer’s Subscription is renewed; or
(b) if the Customer has paid the Annual Charge for the preceding Contract Period by cheque We will invoice the Customer for the Annual Charge in advance of the date for renewal of the Customer’s Subscription to the Service. The Customer shall pay such invoice within 14 days of the date of the invoice in accordance with clause 5.
6.2 We reserve the right to suspend access to the Service and Our Website from the date on which the Customer’s Subscription for the preceding year expires until such time as We receive payment of the Annual Charge to renew the Customer’s Subscription to the Service.
7. Security
7.1 In order to access the Service the Customer will be issued a unique password and user IDs on Confirmation. The Customer is responsible for the security and proper use of all user IDs and passwords used in connection with the Service (including changing passwords on a regular basis) and must take all necessary steps to ensure that they are kept confidential, secure, used properly and not disclosed to unauthorised persons.
7.2 The Customer must IMMEDIATELY inform Us if there is any reason to believe that a user ID or password has or is likely to become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way.
7.3 We reserve the right to suspend user ID and password access to the Service if at any time We consider that there has been, is or is likely to be a breach of security.
7.4 We reserve the right (at Our sole discretion) to require the Customer to change any or all of the passwords used by the Customer in connection with the Service.
7.5 We reserve the right at any time during the continuation of this Contract and for 6 months after its termination to enter into the Customer’s premises to ensure that this clause 7 and the other provisions of this Contract are being complied with or have been complied with by the Customer and its Authorised Users. The Customer grants curriculART, its agents and employees an irrevocable licence at any time to enter the Customer’s premises in order to inspect the Customer’s premises including but not limited to its files, computers and servers. If the Customer has acted in breach of the terms of this Contract and has copied, stored or downloaded Materials other than the Permitted Materials or retained copies of the Permitted Materials after the date of termination of this Agreement then curriculART reserve the right to:
(a) delete the Materials or the Permitted Materials from the Customer’s computers and servers and to confiscate any hardcopies of the Materials; and
(b) consider the Customer’s actions to be a material breach of this Contract which cannot be remedied for the purposes of clause 17.
8. Use of the Service
8.1 The Service is provided solely for the Customer's own use (including use by Authorised Users) and the Customer will not share or resell or attempt to resell the Service or materials or allow access to the Service (or any part or facility of it) to any third party .
8.2 The Customer’s Subscription to the Service is subject to the following restrictions:
(a) the Customer is entitled to download and electronically store the Permitted Materials solely for its own use for the duration of this Contract. At the end of this Contract, the Customer must destroy or erase all Permitted Materials that have been copied, downloaded or stored during this Contract and, if We require, shall confirm in writing to Us that is has done so;
(b) if the Customer downloads and stores any Materials, the Customer must destroy or erase such Materials and ensure that all Authorised Users destroy or erase any such Materials at the time that the Customer's licence granted in clause 2.1 to use such Materials ends;
(c) the Customer is only allowed to use the Service for the purposes of education and must not commercially exploit the Materials in whole or in part; and
(c) the Customer may not:
(i) download and store electronically any Materials other than the Permitted Materials, reproduce, transmit, display, copy, distribute or use Materials other than in accordance with clause 8.3;
(ii) sub-license, rent, lease, transfer or attempt to assign the rights in the Materials to any other person and any dealing in contravention of this sub-clause 8.2(c)(ii) shall be ineffective;
(iii) use the Materials except as permitted by this Contract; or
(iv) allow any person other than an Authorised User to use the Materials.
8.3 Our Website notifies the Customer which Materials may be copied by Authorised Users. The Customer is only permitted to make such copies as are necessary for the purposes of teaching and excessive copying shall be considered to be a material breach of this Contract which cannot be remedied for the purposes of clause 17.
8.4 Where Materials published in the Service are supplied by third parties, the Customer understands that We do not control or endorse their contents in any way. All Materials which are offered by third parties, are published in good faith but We do not (to the extent permitted by applicable law) accept responsibility for the accuracy or otherwise of those Materials and the use of those Materials.
8.5 The Customer warrants that it will comply with all legislation, instructions or guidelines issued by regulatory authorities, relevant licences and any other codes of practice which apply to the Customer or the use of the Service.
8.6 The Service must not be used:
(a) fraudulently or in connection with a criminal offence or giving rise to any civil liability;
(b) in breach of any instructions curriculART has given under clause 3.1;
8.7 If the Customer or anyone else, with or without the Customer's knowledge or approval, uses the Service in contravention of clauses 8.1, 8.2, 8.3 or 8.6 curriculART may treat the contravention as a material breach of this Contract which cannot be remedied for the purposes of clause 17.
8.8 We reserve the right to suspend user ID and password access to the Service if at any time We consider that there has been or is likely to be a breach of any of the terms of this Contract.
9. Availability of the Service
9.1 We will try to make Our Website and the Service available but cannot guarantee that Our Website and the Service will operate continuously or without interruptions or be error free and can accept no liability for its unavailability.
9.2 Occasionally curriculART may:-
(a) for operational reasons change the technical specification of the Service;
(b) temporarily suspend the Service for operational reasons such as repair, maintenance or improvement of the Service or because of an emergency, but before doing so We will use Our best endeavours to give as much online, written or oral notice as is reasonably practicable. curriculART will restore the Service as soon as it reasonably can after temporary suspension.
9.3 We reserve the right to make changes or corrections, alter, suspend or discontinue any aspect of the Service, Our Website or the Materials, including the Customer’s access to it. Unless explicitly stated to the contrary, any new features including new content shall be subject to these terms and conditions.
10. Customer’s Obligations
10.1 During the term of this Contract and while using the Services the Customer shall:-
(a) ensure that any Authorised User who ceases to be employed by or contracted to the Customer for whatever reason surrenders the user ID and password to the Customer and does not keep copies of any of the Materials in either electronic or paper form;
(b) not attempt to interfere with the proper working of Our Website and, in particular, the Customer must not and must ensure that its Authorised Users do not attempt to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, website, router or any other internet connected device;
(c) ensure that all Authorised Users are properly trained in the use of the Service;
(d) ensure that when using the Materials for teaching purposes the Authorised Users follow the instructions set out on Our Website, supervise pupils appropriately and take all reasonable care;
(e) ensure that the Account Supervisor changes the Customer’s password at least once during each school term. We reserve the right to require the Account Supervisor to change the password at any time if We reasonably believe that there has been, or is likely to be a breach of security;
(f) ensure that any equipment connected to or used with the Service is connected and used in accordance with any instructions, safety or security procedures applicable to the use of that equipment;
(g) immediately notify Us in writing of any changes to the information supplied by the Customer when registering for the Service including information in the Subscription Order Form; and
(h) immediately notify Us in writing if the Account Supervisor is unable to continue to act in that capacity and nominate another person to act as Account Supervisor.
11. Intellectual Property Rights
11.1 The contents of the Service are protected by international copyright laws and other intellectual property rights. The owner of these rights is curriculART, Our affiliates or other third party licensors. All product and company names and logos contained within Our Website, the Materials or the Service are the trade marks, service marks or trading names of their respective owners, including Us.
11.2 curriculART are committed to the protection of its intellectual property rights and We will take action through the courts to protect Our rights if necessary.
12. Submission of Pupil’s Artwork
12.1 Authorised Users may submit artwork created by pupils to Us by sending them electronically to the email address set out in clause 22. Authorised Users must ensure that all artwork is submitted in accordance with the specifications set out on the gallery section of Our Website.
12.2 We will display on the gallery section of Our Website such examples of artwork created by pupils as We, in Our sole discretion, consider to be appropriate examples of completed art projects created by using the Materials.
12.3 The Customer must ensure that it has the consent of the pupil’s parents or guardians to such artwork being published on the gallery section of Our Website together with the pupil’s name, age and school before submitting such artwork to Us.
13. Confidentiality
13.1 The parties will keep in confidence any information (whether written or oral) of a confidential nature obtained under this Contract and will not disclose that information to any person (other than their employees or professional advisers, or in the case of curriculART their sub-contractors, agents or suppliers who need to know the information) without the written consent of the other party.
13.2 This clause 13 will not apply to:
(a) any information which has been published other than through a breach of this Contract;
(b) information lawfully in the possession of the recipient before the disclosure under this Contract took place;
(c) information obtained from a third party who is free to disclose it; and
(d) information which a party is requested to disclose and if it did not could be required by law to do so.
13.3 This clause 13 will remain in effect not withstanding any termination of this Contract.
14. Linked Websites
We make no representations whatsoever about any other websites which the Customer may access through Our Website. When the Customer accesses any other website the Customer understands that it is independent from curriculART and that We have no control over the content or availability of that website. In addition, a link to any other website does not mean that curriculART endorses or accepts any responsibility for the content, or the use of, such a website and shall not be liable for any loss or damage caused or alleged to be caused by or in connection with use of or reliance on any content, goods or services available on or through any other web or resource. Any concerns regarding any external link should be directed to its website administrator or web master.
15. Limitation of liability
15.1 Except as set out in clause 3.2, We exclude all express or implied terms, conditions, warranties, representations or endorsements whatsoever with regard to the Materials, the Service, Our Website or any information or service provided through Our Website. We will do Our best to ensure that all Materials and information and content in the Service are accurate, but please note that all Materials and content and information contained in the Service are provided on an ‘as is’ basis and the Customer assumes total responsibility and risk for the Customer’s use of Materials and content and information contained in the Service.
15.2 We accept no liability for any indirect or consequential loss or damage, or for any direct or indirect loss of data, profit, revenue or business in each case, however caused, even if foreseeable.
15.3 In circumstances where the Customer suffers loss or damage arising out of or in connection with the viewing, use or performance of the Service or the Materials, We accept no liability for this loss or damage (except where We have been negligent) whether due to inaccuracy, error, omission or any other cause and whether on the part of curriculART or Our servants, agents or any other person or entity.
15.4 If We are liable to the Customer for any reason, Our liability will be limited to:
(a) £2,500 for one event or series of connected events; and
(b) £5,000 for all events occurring during any twelve month period.
15.5 The limit set out in clause 15.4 does not apply to any liability We may have for death or personal injury resulting from Our negligence or for Our fraudulent misrepresentation.
15.6 The Customer is responsible for ensuring that its computer system meets all relevant technical specifications necessary to use the Service and is compatible with Our Website. The Customer also understands that We cannot and do not guarantee or warrant that any Material available for downloading from the Service will be free from infection, viruses and/or other code that has contaminating or destructive properties. The Customer is responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy its particular requirements for the accuracy of data input and output.
16. Indemnity
16.1 The Customer agrees to indemnify and undertakes to keep indemnified curriculART, its officers, employees, sub-contractors and agents against any costs or expenses (including the cost of any settlement) arising out of any claim, action, proceeding or demand that may be brought, made or prosecuted against curriculART arising out of or as a consequence of any unlawful or negligent act or omission of the Customer, the Authorised Users, the Customer’s officers, employees or agents in any way connected with this Contract whether arising from any failure by the Customer to comply with the terms of this Contract or otherwise.
16.2 The indemnity extends to and includes all costs, damages and expenses reasonably and properly incurred by curriculART in defending any such action, proceeding, claim or demands.
17. Termination
17.1 Either party may terminate this Contract or the provision of Service on written notice to the other if the other:
(a) commits a material breach of this Contract, which is capable of remedy, and fails to remedy the breach within a reasonable time of a written notice to do so; or
(b) commits a material breach of this Contract which cannot be remedied; or
(c) is repeatedly in breach of this Contract; or
(d) is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or if it goes into voluntary (otherwise than for reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over its assets.
17.2 curriculART may terminate this Contract by giving 1 months notice in writing to the Customer at any time.
17.3 On termination or expiry of this Contract the licence to use the Services and the Materials granted in clause 2.1 shall end and the Customer must destroy or erase and ensure that all Authorised Users destroy or erase any such Materials in accordance with the provisions of clause 8.2(b).
17.4 Termination of this Contract shall be without prejudice to the rights of the parties accrued before termination.
18. Assignment and sub-contracts
18.1 We will not assign or transfer in whole or in part any of Our rights or obligations under this Contract without the Customer’s prior written consent.
18.2 We reserve the right to sub-contract the performance of the Services under this Contract. We shall not be relieved from any of Our obligations under this Contract by entering into any sub-contract for the performance of any part of this Contract.
19. Force majeure
Neither party shall have any liability under or be deemed to be in breach of this Contract for any delays or failures in performance of this Contract that result from circumstances beyond the reasonable control of that party including but not limited to act of God, fire, flood, war, acts of violence, or any other similar occurrence. If such circumstances continue for a continuous period of more than six (6) months, either party may terminate this Contract by written notice to the other party.
20. Data Protection
In order to provide the Service to the Customer it may be necessary to process personal data about the Customer and the Account Supervisor (including names, addresses and email addresses). Such data will be used by Us in accordance with the Data Protection Act 1998.
21. General
21.1 This Contract shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this Contract.
21.2 Notwithstanding that the whole or any part of any provision of this Contract may prove to be illegal or unenforceable the other provisions of this Contract and the remainder of the provision in question shall remain in full force and effect.
21.3 For the avoidance of doubt nothing in this Contract shall confer on any third party any benefit or the right to enforce any term of this Contract.
21.4 The failure on the part of either party to exercise or enforce any right conferred by this Contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement of such right or of any other right on any later occasion.
21.5 This Contract may not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner except by an instrument in writing signed by a duly authorised officer or representative of each of the parties hereto.
21.6 This Contract shall be on these terms and conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).
21.7 This Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. Each party acknowledges that, in entering into this Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Contract. Nothing in this clause 21.7 shall limit or exclude any liability for fraud.
21.8 We may alter these terms and conditions from time to time and post the new version on Our Website, following which all subscriptions for the Service will be governed by that version.
22. Communications
22.1 If the Customer wishes to contact Us with regard to this Contract Our contact details are as follows:-
curriculART Limited
Green View
The Green
Stillingfleet
York
YO19 6SH
Tel: 01904 422193
Email: contact@curriculart.co.uk
22.2 All communications to Us in relation to this Contract must be in writing sent by post to the address set out above or by email to the address set out above. We will contact the Customer at the address or email address set out in the Subscription Order Form unless the Customer has notified Us in writing of an alternative address or email address.
22.3 All communications sent by post will be deemed to be received 48 hours after posting and all communications sent by email will be deemed to be received at the time of transmission providing that a telephone call is made warning the recipient that an email message has been sent to him and a hard copy of such notice is also sent by first class recorded delivery post on the same day as that on which the email is sent.
23. Proper law and jurisdiction
This Contract shall be governed by and construed in accordance with the laws of England and Wales and each party hereby irrevocably submits to the jurisdiction of the English Courts. The parties’ submission to this jurisdiction does not limit Our rights to commence any proceedings arising out of this Contract in any other jurisdiction We may consider appropriate.
