Terms and conditions

1. Grid Learning ("GL") provides the GridClub Service ("the Service") subject to your compliance with the terms and conditions below and subject to the General Conditions of Use when using the online service. The following terms and conditions ("this Agreement") modifies and supplements these General Conditions of Use to the extent you use the Service. Please read this Agreement carefully before using the Service. By using the Service, you agree to be bound by the terms and conditions below. If you do not wish to be bound by these terms and conditions, you may not use the Service.

2. DEFINITIONS:
In this contract the following words and phrases shall have the following meanings unless the context otherwise requires: "Annual Licence Fee" means the annual licence fee for the Service as specified on the GridClub website or other relevant means of accessing to the Service provided by GL or its appointed agents. "Authorised User" means the Customer, or anyone authorised by the Customer, to use the Service. "Charges List" means a list of charges for the Service, including the Annual Licence Fee. "Content" means information, video, graphics, sound, music, photographs, software and any other materials (in whatever form) or services which may be made available to the Customer as part of the Service. "Contract" means, in order of precedence, any conditions displayed online as referred to in clause 7.5 below, these Conditions, the Charges List and the completed Order Form. "Customer" means the named individual and/or educational institution named on the GridClub Order Form. "Effective Start Date" means the effective start date on which the Service can be used by the Customer as detailed in Clause 3.1 below, and the date from which the Initial Term will begin. "Initial Term" means the initial 12-month period beginning from the Effective Start Date during which GL will provide the Service to the Customer. "Internet" means the global data network comprising interconnected networks using TCP/IP ("Transmission Control Protocol/Internet Protocol"). "Internet Standards" means the protocols and standards defined in the following Internet documents: RFC 1009, 1122, 1123 and 1250, and any such future applicable protocols and standards. "Software" means any software provided by GL to enable the Customer to access or use the Service. "Third Party Information" means information, video, graphics, sound, music, photographs, software and any other materials (in whatever form) not owned or generated by or on behalf of GL, including that which may be provided by the Customer. "URL" means a uniform resource locator, which is the full address for a web site.

3. DURATION AND RENEWAL
3.1 The Service shall be provided for a period of 6, 12, 24 or 36 months beginning on the day when valid user identification and password are issued and notified to the Customer by GL, and the Service is available for the first time.
3.2 GL will notify the Customer at various intervals prior to the first anniversary of the Effective Start Date and each anniversary thereafter, that the Annual Licence Fee is due for renewal and that the Service will be terminated at the end of the relevant 6, 12, 24 or 36-month period unless a new Annual Licence Fee is paid before the start of any new period.. It is the Customer's responsibility to ensure that the Licence Fee is paid.
3.3 The Licence Fee charge will remain fixed for the Initial Term. Thereafter, GL reserve the right to vary the Annual Licence Fee charge at any time by giving the Customer at least one month's prior written notice of such variation.

4. PROVISION OF THE SERVICE
4.1 GL will provide the Service to the Customer on the terms of this Contract.
4.2 GL will use reasonable endeavours to provide the Service by the date agreed with the Customer but all dates are estimates and GL has no liability for any failure to meet any date.
4.3 GL will provide the Service with the reasonable skill and care of a competent online provider.
4.4 It is technically impracticable to provide a fault free Service and GL does not undertake to do so. GL will however repair any reported faults as soon as it reasonably can.
4.5 Occasionally GL 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 will give as much online, written or oral notice as is reasonably practicable. GL will restore the Service as soon as it reasonably can after temporary suspension; or
c. give the Customer instructions which it believes are necessary for reasons of health, safety or the quality of any online service provided by GL to the Customer or any other customer.
4.6 With the exception of the Software, 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.
4.7 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 4.5.
4.8 GL reserves the right to vary the Content from time to time by adding, removing or modifying Content as GL thinks fit, and does not guarantee or warrant that any particular item or items of Content will be available at any given time.

5. CONNECTION OF EQUIPMENT TO THE SERVICE
5.1 The Customer must 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.
5.2 The Customer must ensure that any equipment which is attached (directly or indirectly) to the Service is technically compatible with the Service and approved for that purpose under any relevant legislation.

6. SECURITY
6.1 In order to access the Service GL will issue the Customer with a unique password and user ID. The Customer is responsible for the security and proper use of all user IDs and passwords used in connection with the Service and must take all necessary steps to ensure that they are kept confidential, secure, used properly and not disclosed to unauthorised people.
6.2 The Customer must immediately inform GL 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.
6.3 GL reserves the right to suspend user ID and password access to the Service if at any time GL considers that there is or is likely to be a breach of security.
6.4 GL reserves the right (at its sole discretion) to change any or all of the passwords used by the Customer in connection with the Service.
6.5 The Customer must immediately inform GL of any changes to the information the Customer supplied when registering for the Service.

7. USE OF THE SERVICE
7.1 The Service is provided solely for the Customer's own use (including use by Authorised Users) and the Customer will not resell or attempt to resell the Service (or any part or facility of it) to any third party.
7.2
a. The Content is protected by copyright, trademark and other intellectual property rights, as applicable. The Customer must not and must not permit anyone else to copy, store, adapt, modify, transmit, distribute externally, perform, play or show in public, broadcast or publish any part of the Content, and the Content may only be used for the Customer's own purposes.
b. The Customer is entitled to download and store the Content solely for its own use for the duration of this Contract. At the end of this Contract, the Customer must destroy or erase any Content that has been copied, downloaded or stored during this Contract and, if GL requires, will confirm in writing to GL that is has done so.
7.3 The Customer is only allowed to use the Service for the purposes of education and must not commercially exploit any Content or and Premium Content to the commercial detriment of GL or any supplier to GL of Content.
7.4 GL cannot warrant or guarantee the accuracy, completeness or appropriateness of Third Party Information which may appear in the Content, nor does GL, in the normal course, monitor or control such Third Party Information, or any results which may be derived from it. The Customer acknowledges that it is the Customer's responsibility to evaluate the accuracy and completeness of the Content (including any Third Party Information). In particular the Customer acknowledges that it is not entitled to rely on any Content in making any decision and that the Customer's use of the Content (for whatever purpose) is at the Customer's sole risk.
7.5 The Customer acknowledges that there may be additional conditions displayed online relating to particular Content. If the Customer chooses to access such Content those online conditions will also form part of this Contract.
7.6 The Service must not be used:
c. fraudulently or in connection with a criminal offence;
d. to send, receive, upload, download, use or re-use any Content or other information or material which is offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of confidence, copyright, privacy or any other rights;
e. in breach of any instructions GL has given under clause 4.5 (c);
f. to cause annoyance, inconvenience or needless anxiety;
g. other than in accordance with the acceptable use policies of any connected networks and the Internet Standards.
7.7 If the Customer or anyone else, with or without the Customer's knowledge or approval, uses:
h. the Service in contravention of clauses 7.1, 7.2, 7.3 or 7.6; or
i. the server capacity or the Software made available to it in any way which, in GL’s opinion, is, or is likely to be, detrimental to the provision of the Service to the Customer or any other customer and fails to take corrective action within a reasonable period of receiving notice from GL, GL can treat the contravention as a material breach of this Contract which cannot be remedied for the purposes of clause 15.
7.8 The Customer must indemnify GL against any claims or legal proceedings which are brought or threatened against GL by a third party because:
j. the Service is used in breach of clause 7; or
k. the Service is faulty or cannot be used by that third party. GL will notify the Customer of any such claims or proceedings and keep the Customer informed as to the progress of such claims or proceedings.
7.9 GL reserves the right to suspend user ID and password access to the Service if at any time GL considers that there has been or is likely to be a breach of one of the conditions of this Contract.

8. INTERNET
The Service contains links to third party Content on the Internet. The Internet is independent of the Service and GL, and use of the Internet is solely at the Customers risk and subject to all applicable laws. GL has no responsibility or liability for any information, software, services or other materials obtained by the Customer using the Internet.

9. INTELLECTUAL PROPERTY RIGHTS
9.1 Intellectual property rights in the Content and Software or any documentation supplied by GL to the Customer are and remain the property of GL or its licensors.
9.2 GL may offer updates or modifications to the Software or documentation. Any applicable charges for such updates or modifications will be notified to the Customer at the time GL offers such updates or modifications.

10. CONFIDENTIALITY
10.1 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 GL, their children, employees or their colleagues who need to know the information) without the written consent of the other party.
10.2 This clause 10 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;
b. information obtained from a third party who is free to disclose it; and
c. information which a party is requested to disclose and if it did not could be required by law to do so.
10.3 This clause 10 will remain in effect for 2 years after the termination of this Contract.

11. CHARGES, DEPOSITS AND CANCELLATION
11.1 The charges for the Service will be calculated in accordance with the Charges List from the details recorded by or on behalf of GL. Charges are payable from the date on which the Customer first has access to the service.
11.2 Licence fee charges for the Service will be payable in advance.
11.3 Licence fee charges for two or three years are calculated and charged at the full list price for year one, and charges discounted for years two and three.
11.4 Once full licence fee payment is recieved by GL for the service no refund is available through cancellation.
11.5 Unless GL's Charges list provides otherwise, all charges for the Service will be invoiced in pounds sterling and are exclusive of Value Added Tax. Customers from overseas may pay in Pounds Sterling, Euros or US Dollars. For a quotation on costs please email info@gridlearning.com.
11.6 All charges for educational institutions are to be paid within 30 days of the Effective Date. All charges for individuals are to be paid on order.
11.7 Credit Cards and Debit Cards are accepted with online registration or over the phone.
11.8 An admin fee of £50+VAT is payable by any school or establishment which places an order, accesses www.GridClub.com via the login and subsequently fails to pay. Grid Learning may resort to legal processes to recoup this charge. Any school not paying its licence fee will be cut off after a reasonable period.

12. LIMITATION OF LIABILITY
12.1 GL accepts unlimited liability for death or personal injury resulting from its negligence. Clause 12.2 does not apply to such liability.
12.2 GL is not liable to the Customer, either in contract, tort (including negligence) or otherwise for direct or indirect loss of profits, business or anticipated savings, nor for any indirect or consequential loss or damage or for any destruction of data.
12.3 The Customer accepts that GL is under no obligation to edit, review or modify Third Party Information and that GL does not examine the use to which customers put the Service. However, GL reserves the right to remove any Third Party Information without notice for any reason whatsoever.
12.4 GL excludes all liability of any kind in respect of:
a. Third Party Information, any other material on the Internet which can be accessed using the Service and is not responsible in any way for any goods (including software) or services provided by third parties advertised, sold or otherwise made available by means of the Service or on the Internet; and
b. the accuracy, completeness or suitability for any purpose of any Content.
12.5 GL is not liable to the Customer either in contract, tort (including negligence) or otherwise for the acts or omissions of other providers of telecommunications or Internet services (including domain name registration authorities) or for faults in or failures of their equipment.
12.6 Each provision of this Contract, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts shall continue to apply.

13. MATTERS BEYOND EITHER PARTY'S REASONABLE CONTROL
13.1 If either party is unable to perform any obligation under this Contract because of a matter beyond its reasonable control such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving its employees), or acts of local or central Government or other competent authorities, or events beyond the reasonable control of its suppliers, it will have no liability to the other for that failure to perform.
13.2 If any of the events detailed in clause 13.1 continue for more than 14 days either party may serve notice on the other terminating this Contract, under the terms detailed in Clause 14.

14. TERMINATION OF THIS CONTRACT BY NOTICE
14.1 Grid Learning may terminate the contract if the Customer fails to pay the licence fee within a reasonable period and will warn the customer after 30 days has expired on an unpaid invoice.
14.2 Grid Learning may also terminate the contract where it deems a breach of contract to have occurred.
New 14.3 Grid Learning is not obliged to refund any or part of the licence fee if the Customer wishes to terminate the contract, for whatever reason.

15. BREACHES OF THIS CONTRACT
15.1 Grid Learning may terminate this Contract or the provision of the Service (in whole or in part) under it without notice if the Customer:
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.
15.2 If GL reasonably believes the Customer has breached any of the terms or conditions of this Contract, GL may suspend the Service (in whole or in part) without prejudice to its right to terminate this Contract. Where the Service is suspended under this clause, the Customer will not be entitled to a refund of any charges already paid.
15.3 If GL terminates this Contract under clause 15.1, the Customer must pay GL all charges which are due for the Service under the Contract.
15.4 The Customer will continue to be liable to pay all charges due for the Service during any period in which the Customer fails to comply with this Contract.

16. ASSIGNMENT
Neither party may assign or transfer any of their rights or obligations under this Contract, without the written consent of the other.

17. ENTIRE AGREEMENT
This Contract contains the whole agreement between the parties and supersedes all previous written or oral agreements relating to its subject matter.

18. NOTICES
Notices given under this Contract must be in writing and delivered by hand, or sent by prepaid post, fax or electronic mail as follows:
a. to GL at the address shown on www.GridClub.com or on the last bill or any alternative address which GL notifies to the Customer at any time;
b. to the Customer at the address to which the Customer asks GL to send invoices or the address of the Customer's premises.

19. CHANGES TO CONDITIONS IN THIS CONTRACT
GL can change the terms of this Contract (excluding the charges) at any time on 14 days' notice to the Customer.

20. LAW
This Contract is governed by the law of England and Wales. Disputes arising here from shall be exclusively subject to the jurisdiction of the courts of England and Wales.