This agreement to subscribe to www.lbq.org is between The Subscriber and Learning by Questions Ltd ("LbQ Ltd", "we", "us", "our"). The Subscriber being a corporate entity and LbQ Ltd being a private limited company, incorporated in the United Kingdom under company registration number 10240336. LbQ Ltd's registered office is located at; Bowland House, Philips Road, Blackburn, Lancashire BB1 5NA. To contact us please email firstname.lastname@example.org These terms and conditions govern subscriptions to www.lbq.org.
|1. DEFINITIONS AND INTERPRETATION|
In these terms and conditions unless the context otherwise requires the following words and expressions shall bear the following meanings:-
"Subscription" means a non exclusive, non transferable right of online access for the number of individuals for which there are seats, to the content and features, for the term. Subscriptions are only available to corporate entities and are not available to private individuals.
"Term" means the period to which the subscription applies. Unless otherwise agreed or subsequently extended this will always be one, two or three calendar years.
"Content" means any item detailed at time of order published on www.lbq.org including but not limited to, text, video, interactive media, documents, sounds, photographs, logos and illustrations.
"Features" means the online functionality specifically provided by www.lbq.org to utilise, adapt and deploy the content for the purposes of teaching and to capture, analyse and share data gathered as a result.
"Seat" means the number of individuals who may concurrently access and utilise to the fullest extent permitted by www.lbq.org the content and features on behalf of the subscriber.
"School Account" means the designation within www.lbq.org representing the corporate entity (normally but not exclusively a school) that is the subscriber.
"Individual Account Holder" means the designation within www.lbq.org representing an individual who has registered or been registered by a subscriber with www.lbq.org. Individual Account Holders may or may not be associated with a School Account.
"Admin' Account Holder" means an individual account holder associated with a school account with rights and permissions to administer individual accounts within a school account.
"Pupil" means any person, irrespective of age, who is presented with the opportunity to connect, by any supported method, to www.lbq.org to receive and answer questions initiated by an individual account holder.
|1.2||References to statutory provisions shall be construed as references to any statutory modification or re-enactment thereof and shall include all statutory instruments or orders from time to time made pursuant thereto.|
|1.3||References to persons shall include references to unincorporated associations, references to the singular shall include references to the plural and to the masculine shall include references to the feminine and vice versa.|
|2. SUBSCRIPTION OPERATION|
|2.1||Each subscription is a non exclusive, non transferable right of access to www.lbq.org for the number of individual account holders denoted by the number of seats, for the term as detailed at the time of order or as subsequently increased or extended (6.6).|
|2.2||Unless covered by separate written agreement with LbQ Ltd no subscriber may allocate access rights to another corporate entity. Subscriptions are not available to private individuals.|
|2.3||On commencement of a subscription www.lbq.org will associate at least one individual account with the subscriber's school account. Unless otherwise agreed the associated individual account will be that used when initiating the online order process. This individual account will automatically be nominated as an Admin account.|
|2.4||All school accounts must contain at least one individual account nominated as an Admin' Account. Within the bounds of the school account Admin' Account holders may: Associate new individual accounts with the school account. Associate existing individual accounts with the school account. Remove individual accounts from the school account. Nominate further or replacement admin accounts. Demote admin accounts to individual accounts. Allocate seats to individuals associated with the school account.|
|2.5||Any number of individual accounts may be associated with a school account. Individual accounts allocated a seat by an Admin Account holder will have access to the content, individual accounts without a seat will have access to a subset (5.3) of the content and features. Seats may be reallocated up to two times for each year of the term.|
|2.6||Individual accounts may only be associated with a school account when the account holder is directly engaged in carrying out their normal role on behalf of the Subscriber. Individual accounts are exclusive and may not be shared. Individual accounts removed from a school account will become inoperable.|
|2.7||At our discretion, without notice, we may during periods of high demand partially restrict access to www.lbq.org for individual account holders not currently allocated a seat.|
|2.8||Administration of a school account and the use of www.lbq.org by associated account holders is the responsibility of the subscriber. All account holders shall be bound by these and any other terms published by us governing the use of www.lbq.org.|
|3. TERMINATION OF A SUBSCRIPTION|
|3.1||Save as otherwise terminated in accordance with this clause 7, subscriptions shall terminate forthwith upon the expiry of the Term.|
|3.2||Either party may, at any time, by notice in writing terminate a subscription forthwith if the other party is in default and if:|
|3.2.1||The default is material and is capable of remedy and the other party shall have failed to remedy such default within fourteen days of receiving written notice from the other party specifying the default and requiring its remedy; or|
|3.2.2||The default is material and is not capable of remedy; or|
|3.2.3||If the other party ceases to carry on its business; or|
|3.2.4||If a receiver, administrator or similar officer is appointed over all or any part of the assets or undertaking of the other party and is not discharged within fifteen days of such appointment; or|
|3.2.5||If the other party makes an assignment for the benefit of, or a composition with, its creditors, or another arrangement of similar import; or|
|3.2.6||If the other party shall go into liquidation otherwise than for the purposes of a bona fide amalgamation or reconstruction.|
|3.3||Any rights to terminate a subscription shall be without prejudice to the rights of the other party.|
|4. CONSEQUENCES OF TERMINATION|
|4.1||In the event of a subscription being terminated whether by effluxion of time, notice, breach or otherwise and subject always to any other provision of these and any other terms published by us governing the use of www.lbq.org. In the absence of any subsequent subscription all seats at the disposal of the subscriber will become void and all individual account holders will have their access restricted to a subset (5.3) of the content and features.|
|5. LICENCE AND ACCEPTABLE AND PROHIBITED USE OF lbq.org CONTENT AND FEATURES|
|5.1||We reserve full editorial control over www.lbq.org and reserve the right to make changes to the features and content of www.lbq.org. Including but not limited to, the content of www.lbq.org (whether singular or composite), the methods of display and delivery, and the right to remove temporarily or permanently features and content.|
|5.2||Unless otherwise agreed in writing use of our content is strictly limited to the functionality afforded by the features of www.lbq.org or as expressly permitted in these and any other terms published by us governing the use of www.lbq.org.|
|5.3||A subset of the content and features of www.lbq.org is offered to individual account holders who do are not currently allocated a seat, LbQ ltd reserves the right to modify the composition of this subset without prior notice.|
|5.4||The content, layout, design, data, databases and graphics on www.lbq.org are protected by UK and other international intellectual property laws and are owned by LbQ Ltd. No part of www.lbq.org may be reproduced, stored in any medium, including but not limited to a retrieval system or transmitted, in any form or by any means (electronic, mechanical, photocopying, recording, broadcasting) nor shown in public. Except as required by www.lbq.org for the effective functioning of features and content or as expressly permitted in this document.|
|5.5||Reproducible material. On the understanding that it is strictly for your personal, non-commercial, educational use you are permitted under the terms of the licence to print and copy certain documents on the site. Your right to copy documents extends only to those documents classified on www.lbq.org as Question Sets and you may only do so for use in your classroom or to set as home work for the pupils you normally teach or children normally in your care. You may also print (strictly for your personal, non-commercial, educational use) documents downloadable from www.lbq.org or pages of www.lbq.org whose express purpose is indexing the content of www.lbq.org or providing technical guidance as to the correct use of the content and features.|
|5.6||You may not create any derivative work or make any other adaptation, without our prior written consent. Except by virtue of the features or as otherwise specifically permitted in this Agreement, you may not:|
|5.6.1||Modify or create any derivative works of the content, features or documentation, including translation or localization;|
|5.6.2||Separate composite items of content, which are licensed as single entities, into their component parts;|
|5.6.3||Reverse engineer, decompile, or disassemble or otherwise attempt to derive any source code for www.lbq.org (except to the extent applicable laws specifically prohibit such restriction);|
|5.6.4||Redistribute, encumber, sell, rent, lease, sublicense, use the content and features in a timesharing or service bureau arrangement, or otherwise transfer rights of access to www.lbq.org|
|5.8||Any material you communicate to us as 'feedback' will be considered non-confidential and non-proprietary (unless otherwise stated on the site) and you grant us a transferrable, royalty free, worldwide, irrevocable licence to use, copy, distribute, edit, amend, disclose and sub-licence to third parties any such material for any purpose, in any media. To the extent moral rights attach to any material to the fullest extent permitted by law these are waived in our favour. We will also have the right to disclose your identity to any third party who is claiming that any material communicated to us constitutes a violation of their rights including without limitation their intellectual property rights, reputational rights or of their right to privacy.|
|5.9||Any request for permission to use our content or images, or other use of our intellectual property not authorised under these and any other terms published by us governing the use of www.lbq.org, should be made using the contact us details on www.lbq.org.|
|5.10||You must not use www.lbq.org in any way that causes or is likely to cause www.lbq.org or access to it to be interrupted, damaged or impaired in any way. You understand that you are solely responsible for all electronic communications and contents sent from your computer to us. You must use www.lbq.org for lawful purposes only. You must not use www.lbq.org for any of the following: Fraudulent purposes in connection with a criminal offence or otherwise unlawful activity. To send, use or re-use any material that is illegal, offensive, abusive, indecent, harmful, defamatory, obscene or menacing; or in breach of copyright, trademark, confidence, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, trojans, worms, time bombs, keystroke loggers, spyware, adware or any other harmful or similar computer code designed to adversely affect the operation of any computer software or hardware, political campaigning, commercial solicitation, chain letters, mass mailings or any spam. To cause annoyance, inconvenience or needless anxiety.|
|5.11||www.lbq.org contains links including hyperlinks which may take you outside www.lbq.org. Links are provided for your convenience, and an inclusion of any link does not imply endorsement or approval by us of the linked website, its operator or content. We have no control over the contents or functionality of those sites and accept no responsibility for any loss or damages that may arise from your use of them. We are not responsible for any website outside www.lbq.org.|
|5.12||You may link to www.lbq.org. You may not provide a link which suggests a form of association, approval or endorsement on our part, unless we have expressly agreed to this in writing. We reserve the right to withdraw any linking permission upon notice to you or by amending these terms and conditions.|
|6. PLACING AN ORDER AND OUR ACCEPTANCE|
|6.1||When entering into and making a payment for a subscription, the process will only be available in English.|
|6.2||When submitting a request to subscribe, you will be required to register with www.lbq.org first, if you have not previously done so. The online subscription confirmation page (also by email) will confirm the details of the subscription you have indicated you require and the term you require it for. The subscription period will start in accordance with 6.3 below.|
|6.3||Order Acceptance: On receipt of your Purchase Order and the agreement of a commencement date we will issue an invoice and you will be sent copies of our data processing agreement and (if applicable) hardware leasing agreement*. On the agreed commencement date we will activate your subscription and a binding contract will come into effect between LbQ Ltd and the subscriber.|
|6.4||In the event of a payment being made by a third party for a subscription the third party agrees that they can exercise no rights over the use of that subscription and that our agreement to supply the subscription is with the named subscriber.|
|6.5||No subscriber may have multiple concurrent subscriptions.|
|6.6||Additional seats may be added to an existing subscription during the term. Fees for additional seats will be calculated pro-rata in line with the number of whole calendar months remaining between the agreed date of commencement for the additional seats and the end of the term.|
|6.7||The fee that is paid for a subscription should be the standard pricing as illustrated on www.lbq.org at the time of purchase. Subscription fees will be charged in GBP.|
|6.8||Whilst we try to ensure that all prices on www.lbq.org are accurate, errors may occur. If we discover any error in the price of the subscription ordered and this is greater than the amount you have paid, we will inform you as soon as possible and give you the option of recommencing your subscription at the correct price or cancelling it.|
|* hardware leasing agreement is a separate agreement issued by our leasing provider and is only applicable to subscribers taking advantage of our hardware leasing options. Hardware leasing is only available to existing or pending subscribers.|
|7. DISCLAIMERS AND LIMITATIONS OF LIABILITY|
|7.1.1||General disclaimers. We try to ensure, but cannot give any warranty, that www.lbq.org is available for use 24 hours per day, seven days per week other than for short periods of scheduled downtime. To the fullest extent permitted by law, we will be not be liable to you for damages or refunds should our sites become unavailable or access to a site becomes slow or incomplete due to system back-up procedures, internet traffic volume, upgrades, overload of requests to the servers, general network failures or delays, or any other cause which may from time to time make www.lbq.org inaccessible to you. Should there be persistent and prolonged periods of inaccessibility caused by us or our contractors (and excluding by reasons of Force Majeure events) the maximum we will be liable to you for is a pro rata amount of the subscription fee you have paid to us proportionate to the period you were not able to access www.lbq.org, or an extension to the duration of your subscription equivalent to the period you were not able to access www.lbq.org.|
|7.1.2||General disclaimers. We try to ensure, but cannot give any warranty, that www.lbq.org is available for use 24 hours per day, seven days per week other than for short periods of scheduled downtime. To the fullest extent permitted by law, we will be not be liable to you for damages or refunds should our sites become unavailable or access to a site becomes slow or incomplete due to system back-up procedures, internet traffic volume, upgrades, overload of requests to the servers, general network failures or delays, or any other cause which may from time to time make www.lbq.org inaccessible to you. Should there be persistent and prolonged periods of inaccessibility caused by us or our contractors (and excluding by reasons of Force Majeure events) the maximum we will be liable to you for is a pro rata amount of the subscription fee you have paid to us proportionate to the period you were not able to access www.lbq.org, or an extension to the duration of your subscription equivalent to the period you were not able to access www.lbq.org.|
|7.1.3||To the fullest extent permitted by law, the content and features are provided "as is", without any guarantees, conditions or warranties as to accuracy. Subscriptions are provided subject to availability and the content and features remaining in current circulation and continuing to be owned by us or licensed to us. In the event that we are unable to provide any content or features subscribed to for the agreed term, we will inform you as soon as possible and offer you alternative content and features or an extended term of equivalent value. This does not extend to amendments made under the terms set out in 5.1. The maximum we will be liable to you for is a pro rata amount of the subscription fee you have paid to us proportionate to the content and features you were not able to access for the period you were not able to access them. We will not be liable for any other direct or indirect losses, nor any losses (as set out in 7.2.3), caused as a result of not being able to supply the subscriptions for all or any of the periods subscribed to. This does not affect your statutory rights.|
|7.1.4||It is the subscriber's responsibility to satisfy themselves that their internet connection, computer hardware and software is able to access and display the content and features to their satisfaction before subscribing.|
|7.2 LIMITATION OF LIABILITY|
|TO THE FULLEST EXTENT PERMITTED BY LAW, LbQ Ltd EXPRESSLY EXCLUDES:|
|7.2.1||ALL CONDITIONS, WARRANTIES AND OTHER TERMS WHICH MIGHT OTHERWISE BE IMPLED BY STATUTE, COMMON LAW OR THE LAW OF EQUITY;|
|7.2.2||ANY LIABILITY CAUSED BY A FORCE MAJEURE EVENT;|
|7.2.3||ANY OBLIGATION OF EFFECTIVENESS OR ACCURACY; AND OTHER THAN AS SET OUT BELOW, ANY LIABILITY FOR ANY DIRECT, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE INCURRED BY YOU IN CONNECTION WITH THIS AGREEMENT, INCLUDING BY YOUR USE OR INABILITY TO USE ANY INFORMATION ON OUR WEBSITE, VIA ANY WEBSITES LINKED TO OUR WEBSITE(S) AND ANY MATERIAL POSTED ON IT, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR LOSS OF INCOME OR REVENUE, LOSS OF BUSINESS, LOSS OF PROFITS OR CONTRACTS, ANTICIPATED SAVINGS, LOSS OF DATA, LOSS OF GOODWILL, WASTED TIME AND FOR ANY OTHER LOSS OR DAMAGE OF ANY KIND, HOWSOEVER AND WHETHER CAUSED BY TORT INCLUDING NEGLIGENCE, BY BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORSEEABLE. NOTHING IN THIS PROVISION AFFECTS OUR LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM OUR NEGLIGENCE NOR FOR LIABILITY FOR FRAUDULENT MISREPRESENTATION OR MISREPRESENTATION AS TO A FUNDAMENTAL MATTER NOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER THE APPLICABLE LAW. THESE PROVISIONS DO NOT AFFECT ANY APPLICABLE STATUTORY RIGHTS. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT (OR ANY OTHER AGREEMENT BETWEEN YOU AND US), WE SHOULD HAVE ANY LIABILITY FOR ANY LOSS, HARM OR DAMAGE, YOU AND WE AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE FEES YOU HAVE PAID TO US. YOU AND LbQ Ltd AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND US AND REFLECTS THE FEES, IF ANY, WE CHARGE YOU TO USE OUR RESOURCES.|
|8. ALTERATION OF SERVICE OR AMENDMENTS TO THE CONDITIONS|
|8.1||We reserve the right to make changes to www.lbq.org, policies, and these terms and conditions at any time. You will be subject to the general policies and conditions in force at the time that you use the www.lbq.org, unless any change to those policies or these conditions is required to be made by law or government authority (in which case those changes will apply retrospectively). If any of these conditions are deemed invalid, void, or for any reason unenforceable, that condition will be deemed severable and the closest enforceable substitute (if possible) will be included and the excluded clause will not affect the validity and enforceability of any remaining conditions.|
|9. EVENTS BEYOND OUR REASONABLE CONTROL|
|9.1||We will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control including reasons of Force Majeure which shall include (but not limited to) any default due to an act of God, war, or threatened war, act of terrorism or threatened act of terrorism, strike, lockout, individual action, fire, flood, drought, tempest or other event beyond the control of either party. This condition does not affect your statutory rights.|
|10.1||If you breach these conditions and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these conditions.|
|12. THIRD PARTY RIGHTS EXCLUSION|
|12.1||No party, who is not party to any contract which may be entered into by us, may enforce the terms of that contract and therefore we hereby exclude the operation of the Contracts (Rights of Third Parties) Act 1999.|
|13. GOVERNING LAW AND JURISDICTION|
|13.1||To the fullest extent permitted by law, these terms and conditions and any issues arising, shall be governed and construed in accordance with the laws of England, whose courts shall have exclusive jurisdiction.|
|14. ENTIRE AGREEMENT|
|14.1||Nothing contained in the Agreement, and no action taken by the parties pursuant to this Agreement, will be deemed to constitute a relationship between the parties of partnership, joint venture, principal and agent or employer and employee. Neither party has, nor may it represent that it has, any authority to act or make any commitments on the other party’s behalf.|
|14.2||If any of these terms are determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these terms are intended to be effective, then to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it shall be severed and deleted from these terms and the remaining terms shall survive and continue to be binding and enforceable. In case of controversy or inconsistency between translations of these Terms to other languages, the English version issued by LbQ Ltd shall prevail.|