Individual Subscribers Agreement

USER OF HAMILTON BROOKES LICENCE AGREEMENT

LAST UPDATED: 16/06/2023

This agreement is between Hamilton Brookes ('we', 'our' and 'us') and the Subscriber to whom Hamilton Brookes has agreed to supply the Services ('the Subscriber' and 'you'). Hamilton Brookes operates as part of Oxford Brookes University.

The following terms and conditions together with the Terms of Use set out your use of the Services supplied by Hamilton Brookes.

We may make changes to these terms from time to time. We may notify you of such changes by any reasonable means, including by posting the revised version of these terms on the Website. You can determine when we last changed these terms by referring to the 'LAST UPDATED' statement above. Your use of the Services following changes to these terms will constitute your acceptance of those changes. If you do not accept these terms please DO NOT continue to use the Services.

DEFINITIONS

1. The definitions and terms used in the Terms of Use apply to this agreement together with the following:

1.1 Payment means the annual amount payable by you to Hamilton Brookes for subscribing to the elected Services and as stated from time to time on the Website.

1.2 Subscriber person who has elected to pay Hamilton Brookes and agree to benefit from the Services by completing the checkout process.

1.3 Services means as elected by the Subscriber on registration either:

1.3.1 Key Stage 1 subscription - including English, Maths, Science and cross-curricular Topic materials for Reception, Reception/Year 1, Year 1, Year 1/2, Year 2 and Year 2/3 and supporting materials for primary schools and their teachers; and/or

1.3.2 Lower Key Stage 2 subscription - including English, Maths, Science and cross-curricular Topic materials for Year 2/3, Year 3, Year 3/4, Year 4 and Year 4/5 and supporting materials for primary schools and their teachers; and/or

1.3.3 Upper Key Stage 2 and Key Stage 3 Numeracy subscription - including English, Maths, Science and cross-curricular Topic materials for Year 4/5, Year 5, Year 5/6 and Year 6, Numeracy materials for Year 7 and Year 8, and supporting materials for primary schools and their teachers; and/or

1.3.4 Supporting resources for primary schools and their teachers.

1.4 Resources means the various plans and other materials (including the English, Maths, Science, and plans, topics, sessions and materials) made available by Hamilton Brookes on its Website as part of the Services.

1.5 Software means the various software (including but not limited to source code) deployed by the Hamilton Brookes on the Website to enable a Subscriber to access the Services.

LICENCE

2. In consideration of becoming a Subscriber and of the obligations undertaken by you under this agreement you are granted a non-exclusive, non-transferable limited licence for a period of 12 months starting on the date of the payment, to access your elected Services for your own personal use and/or as teaching aids.

3. You may throughout the 12 month period:

3.1 search, view, copy, download and print out the Resources relating to your elected Services from the Website; and

3.2 copy, revise, customise and use the Resources relating to your elected Services for the purposes set out in Clause 2.

PROHIBITED USES

4. The Subscriber shall not:

4.1 copy, print out or otherwise reproduce any Resources (in whole or part) for any commercial use or any of purpose except as permitted under this agreement or authorised in advance by Hamilton Brookes in writing;

4.2 mount or distribute any part of the Resources on any electronic network;

4.3 make available your username, password or other identification to the Services and/or any part of thereof to anyone. Where such disclosure of any such information occurs, the Subscriber shall inform Hamilton Brookes immediately so that we can take appropriate security measures. Without prejudice to any other right or remedy available to us we have the right to disable any username or password at any time, if in our opinion you have failed to comply with this clause. In addition, where you wish to terminate this agreement with us, you agree to inform us of the same so that we can update our records;

4.4 remove or alter any copyright notices or means of identification or disclaimers as they appear in the Resources;

4.5 attempt to duplicate, modify, disclose or distribute any portion of the Software;

4.6 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the Software, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties;

4.7 transfer, temporarily or permanently, any rights or obligations under this agreement; and

4.8 use the Services and/or information extracted from the Resources for any illegal, fraudulent or immoral purposes.

5. Hamilton Brookes has the right to monitor use by the Subscriber of the Services in order to verify compliance with this agreement and the Terms of Use of the Website or to satisfy any law, regulation or authorised government request.

SUBSCRIBER’S OBLIGATIONS

6. You shall notify us immediately of any errors or inaccuracies in respect of any information and/or data extracted from the Resources. In this regard, you shall contact us by email to hellohamilton@brookes.ac.uk

7. You acknowledge that Hamilton Brookes and our licensors own all intellectual property rights in the Software, Resources and the Services. Except as expressly stated in this agreement, this agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Software, Resources and the Services.

8. Our liability for any and all breaches of our obligations under this agreement (including for negligence) and for any and all damages and losses arising directly or indirectly out of any such breaches shall not in any circumstances exceed £100. Save as foresaid, we provide the Services and Resources on an 'as is' basis and make no guarantees, conditions, warranties or representations as to the quality, completeness or accuracy of any content made available by us. To the maximum extent permitted by law, we expressly exclude:

8.1 all conditions, warranties and other terms that might otherwise be implied by statute, common law or the law of equity into these agreement; and

8.2 any and all liability to you, whether arising under this agreement or otherwise in connection with your use and/or inability to use the Services.

The foregoing is a comprehensive limitation of liability that applies to all loss or damages of any kind, including (without limitation) compensatory, direct, indirect or consequential loss or damages; loss of data, income, revenue or profit; loss of business, contracts or goodwill; loss of anticipated savings; loss of or damage to property; claims of third parties; wasted management or office time; and for any other loss of damage of any kind, however arising and whether caused in tort (including negligence), breach of contract or otherwise, even if foreseeable. Notwithstanding the foregoing, nothing in this agreement is intended to exclude or limit any liability that may not by law be excluded or limited, and in particular none of the exclusions and limitations in this clause are intended to limit any rights you may have as a consumer under statutory rights which may not be excluded under applicable local law, nor in any way to exclude or limit our liability to you for death or personal injury resulting from our negligence or that of our employees or agents.

9. You warrant that you are at least 18 years of age and that you are the person whose details have been incorporated into the relevant registration form.

RIGHT OF CANCELLATION

10. Subject to clause 12 below, the Subscriber may cancel the agreement by making a clear statement in writing to Hamilton Brookes by email ( hellohamilton@brookes.ac.uk ) or by post Hamilton Brookes, Oxford Brookes University, Gipsy Lane, Headington, Oxford, OX3 0BP setting out the decision to cancel the agreement.

11. Subject to clause 12 below, on receipt from the Subscriber of a clear written statement cancelling this agreement Hamilton Brookes will reimbursement the Payment to the Subscriber in full.

12. The Subscriber acknowledges that his right to cancel and right of refund under clauses 10 and 11 above ends at the earliest of:

12.1 at the end of the fourteenth day after the day of Payment; or

12.2 immediately upon the first digital supply of the Services by us. Digital supply of the Service shall include any search, view, download, copy or print of the Resources (in whole or part) by you from the Website.

HAMILTON BROOKES’ OBLIGATIONS

13. We will use reasonable endeavours to ensure that the Resources are accurate at the date of uploading to the Website or such updates to the same.

14. We warrant that as far as we are aware, the Resources and Software do not infringe any patents, designs or copyright of third party. In the event the Subscriber is aware and/or has reasonable suspicion that the Resources and/or Software may infringe the intellectual property or any third parties, you shall:

14.1 notify Hamilton Brookes as soon as it is practicable of any such claim being made;

14.2 authorise Hamilton Brookes (at our expense) to conduct any litigation that may ensue and negotiations for settlement of such claim; and

14.3 give Hamilton Brookes all information and assistance reasonably necessary to defend or settle such claim and you shall not compromise or settle such claim save that under no circumstances shall Hamilton Brookes admit liability for and/or on your behalf without your prior written consent, such consent not to be unreasonably withheld or delayed.

15. Notwithstanding Clause 14, Hamilton Brookes shall have no liability if the alleged infringement is based on:

15.1 use by the Subscriber of the Software and/or Resources in a manner contrary to the terms of this agreement or the Terms or Use; or

15.2 use by the Subscriber of the Software and/or Resources after notice of the alleged or actual infringement from Hamilton Brookes or any other person.

16. The Parties agree that this agreement together with the Terms of Use sets out the Subscriber’s sole and exclusive rights and remedies, and our entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

17. We will take reasonable steps to ensure that relevant sections of the Resources and Software that we supply to you as part of your Services are virus-free. Notwithstanding the foregoing, Hamilton Brookes makes no representation or warranty or agrees or accepts any other condition or term that the whole or any part of the relevant Services will be accessible at all times or be virus free. We reserve the right, without notice, to suspend temporarily or alter the operation of the Services for legal, regulatory or technical reasons.

18. We reserve the right to update and/or make changes to the Resources from time to time at its sole discretion.

TERMINATION

19. This agreement may be terminated by Hamilton Brookes if the Subscriber is in breach of any of its terms and if the breach is not remedied within the period of 7 working days after written notice of it has been given.

20. After expiry of the right of cancellation above a Subscriber may terminate this agreement at any time by giving Hamilton Brookes 7 day prior written notice by contacting Hamilton Brookes at hellohamilton@brookes.ac.uk Where Hamilton Brookes is not in breach of this agreement, no refund of the Payment shall be given to the Subscriber.

21. On termination of this agreement for any reason:

21.1 all licences granted under this agreement shall immediately terminate;

21.2 the Subscriber shall take reasonable steps to delete the information extracted from the Resources from any its electronic media, including the its intranet and electronic storage devices; and

21.3 the termination of this agreement shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.

PRIVACY AND PERSONAL INFORMATION

22. We are committed in our efforts to ensure that your personal data is protected and we are compliant with the Data Protection Act 1998. For information on our data protection practices, please read the Company’s privacy policy (‘Privacy Policy’).

23. You agree to the use of your data in accordance with the Privacy Policy.

GENERAL PROVISIONS

24. The rights provided under this agreement are granted (as the case may be) to the Subscriber only.

25. This agreement is not intended to benefit anyone other than the Parties to it and, in particular, no provisions of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.

26. If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

27. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it provisions are deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

28. This agreement and such other terms and conditions set out on the Website (including but not limited to the Terms of Use) constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this agreement. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this agreement or not) other than as expressly set out in this agreement.

29. This agreement shall be governed by and construed in accordance with the laws of England, and the courts of England will have non-exclusive jurisdiction over any claim or dispute arising under or in connection with this agreement.

30. In case of any dispute, if, after contacting us, you feel we have not resolved your issue, you can contact the Citizens Advice Consumer Service for help.