EDVANZA – ACCOUNT AND SUBSCRIPTION TERMS
Edvanza UK Limited is a company registered in England and Wales under company number [***], with its registered office at [***] and with VAT number [***] (the "Company" or “Edvanza”). We operate a platform, made available through the Edvanza Mobile Application (the “App”) and [insert URL] (the “Website”) which allows users to access our career and learning development tools.
1. Understanding these Terms
1.1 These account and subscription terms (these "Terms") set out how you can register an account (the "Account") and use the services provided by us on the App and/or the Website (the App and Website together being the “Edvanza Sites”). It also sets out how you can subscribe to access Additional Features (as defined below) made available by us on the Edvanza Sites. These Terms govern your use of your Account, the Services (as defined below) and, if you take out a subscription with us, the Additional Features and your Subscription. Please read these Terms carefully before registering for an Account and/or taking out a Subscription.
1.2 When certain words and phrases are used in these Terms, they have specific meanings (these are known as "defined terms"). You can identify these defined terms because they start with capital letters (even if they are not at the start of a sentence). Where a defined term is used, it has the meaning given to it in the section of these Terms where it was defined (you can find these meanings by looking at the sentence where the defined term is included in brackets and speech marks).
1.3 In these Terms, when we refer to "we", "us" or "our", we mean the Company; and when we refer to "you" or "your" we mean you, the person registering an Account and/or subscribing to access and use the Additional Features.
1.4 The Account is intended for use by consumers only i.e. for individuals acting for purposes that are wholly or mainly outside of their trade, business, craft or profession. If you are acting for business purposes, you will need to enter into a Partner Agreement with us. By registering for an Account and accepting these Terms, you represent to us that you are acting as a consumer and not for purposes relating to your trade, business, craft or profession.
1.5 These Terms are only available in the English language and we will not file the contract that forms between you and us.
2.1 In these Terms:
“Additional Features” means additional career and learning development tools made available by us, which users of the Edvanza Sites must subscribe to in order to access;
"App" has the meaning set out above;
"Applicable Law" means in respect of either Party, all laws, statutes, regulations, directions, guidelines and codes of conduct of any governmental or other regulatory body of competent jurisdiction, and any orders of any court or other tribunal of competent jurisdiction which are applicable to the performance by that Party of its obligations or enjoyment of its rights under these Terms;
"Charges" means the price for a Subscription as set out during the Order process;
"Confirmation Email" has the meaning given to it in clause 6.4;
“Contract” has the meaning given to it in clause 10.4;
"Cooling-off Period" has the meaning given to it in clause 10.1;
"Device" has the meaning given to it in clause 4.3;
“Edvanza Sites” has the meaning set out above;
“Free Trial” has the meaning given to it in clause 7.5;
“Initial Term” has the meaning given to it in clause 7.1;
"Intellectual Property Rights" means any and all present and future, patents, inventions, know-how, trade secrets and other confidential information, trademarks, service marks, logos, emblems, badges, mascots, insignia, identifying music and sounds, get-up, domain names, business names, trade names, moral rights, performance rights, registered designs, copyrights, database rights, the sui generis rights of extraction relating to databases, design rights and other intellectual property rights of whatever nature, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world;
“Interactive Services” has the meaning given to it in clause 5.7;
"New Service Provider" has the meaning given to it in clause 16.2;
"Order" means an order for the Additional Features placed by you with us in accordance with these Terms;
"Party" means each of you and us;
"Payment Methods" has the meaning given to it in clause 9.6;
"Regulations" has the meaning given to it in clause 10.1;
"Renewal Period" has the meaning given to it in clause 7.1;
"Services" means the career and learning development services made available by us via the Edvanza Sites, excluding the Additional Features;
"Subscription" means your subscription for the Services which is governed by these Terms and which is formed in accordance with clause 6 (and "Subscribe" shall be construed accordingly);
"System Requirements" means the system requirements set out at: [insert link to system requirements];
"Terms" has the meaning set out above;
“User Generated Content” has the meaning given to it in clause 5.4;
"Website" has the meaning set out above; and
3. Account Registration
3.1 You can register for an Account either via the Website or the App. In order to register for an Account, you must be aged 18 or over and you will need to provide us with certain information (such as your name and e-mail address), create a password and follow the instructions. You must treat the password as confidential and you must not disclose it to any third party. We may also offer the functionality for you to log on to the Edvanza Sites using a single sign-on process, which allows you to log on with an existing third party account (for example, your Facebook or Google Account).
3.2 Your application to register an Account is an offer by you to take an account with us. After you place your order, you will receive an e-mail from us acknowledging your order and confirming whether we have accepted your offer. If we accept your offer, a contract will be formed on these Terms between you and us in respect of your Account.
3.3 We have the right to disable any Accounts and/or passwords, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.
3.4 If you know or suspect that anyone other than you knows your Account login details, you must immediately notify us at [insert email address].
3.5 You are responsible for any unauthorised use of your Account login details.
3.6 Please note that:
3.6.2 to download the App, you must also review and agree to the additional app terms set out in appendix 1 to these Terms and any other terms and conditions imposed by the app store from which you have downloaded the App;
3.6.5 certain functions available on the Edvanza Sites are provided by third parties and will be governed by their terms and conditions, including:
4. Access to the Services and the Additional Features
4.1 We shall make the Services available to you once your registration for an Account is confirmed. The Services may change from time to time, and any material changes to the nature of the Services shall be changed in accordance with the process set out in clause 11 below.
4.2 Please note that in order to access the Additional Features, you will need to take out a Subscription with us.
4.3 In order to use the Services and the Additional Features the device you use (the "Device") must meet the System Requirements and you will need Internet access.
4.4 You are responsible for making all arrangements necessary for you to have access to the Services and the Additional Features. You are also responsible for ensuring that all persons who access the Services and the Additional Features through your internet connection are aware of these Terms and that they comply with them.
4.5 We shall endeavour to provide constant, uninterrupted access to the Services and Additional Features. However, please note that:
4.5.1 we may suspend, withdraw, discontinue or change parts of the Services and Additional Features without notice, provided that it does not affect the overall provision of the Services and Additional Features to you;
4.5.2 the Services and the Additional Features may not be uninterrupted, timely, secure or error-free; and
4.5.3 from time to time we may need to close the suspend the Services and/or Additional Features to carry out upgrades and/or maintenance.
4.6 You will be assumed to have obtained permission from the owners of any Devices that are controlled, but not owned, by you to download a copy of the App onto the Devices. You and they may be charged by your and their service providers for internet access on the Devices. You accept responsibility in accordance with these Terms for the use of the App or the Services on or in relation to any Device, whether or not it is owned by you.
5. Your Obligations
5.1 You are responsible for ensuring that you have and maintain all the hardware and software necessary to access, receive and view the Services and the Additional Features.
5.2 You agree that you shall not:
5.2.1 use the Services and/or the Additional Features to develop or provide, directly or indirectly, any product or service that competes with our business;
5.2.2 use the Services and/or the Additional Features in any unlawful manner, for any unlawful purpose or in any manner inconsistent with these Terms or Applicable Law;
5.2.3 infringe our Intellectual Property Rights or those of any third party in relation to your use of the Services and/or the Additional Features (to the extent that such use is not licensed under these Terms);
5.2.4 provide any false or misleading information in your Account details;
5.2.5 except as permitted by Applicable Law, modify, decompile or reverse engineer any software supplied as part of, or in connection with, the Services and/or the Additional Features;
5.2.6 archive, reproduce, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale, or use (except as explicitly authorised in these Terms) content and information contained on or obtained from or through the Services and/or the Additional Features;
5.2.7 use the Services and/or the Additional Features by automated means or otherwise for the purposes of scraping, extracting or otherwise obtaining any material from the Services and/or the Additional Features for use within a third party website or application;
5.2.8 collect or harvest any information or data from our systems or attempt to decipher any transmission to or from the servers running the Services and the Additional Features;
5.2.9 use the contact information of any user of the Edvanza Sites for any purposes other than in relation to receiving the Services and/or Additional Features;
5.2.10 use the ratings or feedback system in a way which is unfair or unlawful;
5.2.11 by any act or omission bring the Edvanza Sites, Services, Additional Features and/or the Company and/or any of our affiliates into disrepute;
5.2.12 use the Edvanza Sites, Services and/or Additional Features in any way that is contrary to Edvanza's public image, goodwill or reputation;
5.2.13 express or imply that any of your statements, activities or causes are endorsed by Edvanza, without Edvanza's prior consent in each instance;
5.2.14 test or develop any third-party integrations with the Edvanza Sites, Services and/or Additional Features without Edvanza's express written permission;
5.2.15 "frame" or "mirror" any part of the Edvanza Sites without Edvanza's prior written consent;
5.2.16 execute any form of network monitoring or run a network analyser or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between or with the servers of the Edvanza Sites servers or any data not intended for it;
5.2.18 copy, or otherwise reproduce or re-sell any part of the Services and/or the Additional Features unless expressly permitted to do so in these Terms;
5.2.19 access, query or search the Edvanza Sites with any automated system, other than through Edvanza's published interfaces;
5.2.21 make alterations to, or modifications of, the whole or any part of the Services and/or the Additional Features, or permit the Services and/or the Additional Features or any part of them to be combined with, or become incorporated in, any other programs;
5.2.22 provide or otherwise make available the Services and/or the Additional Features in whole or in part (including object and source code) in any form to any person without prior written consent from us;
5.2.23 circumvent any technical measures we use to provide and/or secure the Platform; and
5.2.24 create multiple accounts to evade punishment or avoid restrictions.
5.3 You agree that you shall co-operate with us in all matters relating to the Services and/or the Additional Features and shall comply with all technology control or export laws and regulations that apply to the technology used or supported by the Services and/or the Additional Features.
User Generated Content
5.4 If it is the case that you supply/upload any content to the Edvanza Sites - whether it be pictures, text, videos, sound recordings or whatever - the content supplied ("User Generated Content") must comply with the following rules:
5.4.1 it must not be obscene, abusive, offensive or racist and it must not promote or propose hatred or physical harm against anyone;
5.4.2 it must not harass or bully another person;
5.4.3 it must be true and honest so far as you know;
5.4.4 it must not be defamatory of anyone;
5.4.5 it must not be unlawful;
5.4.6 it must not use the material or content or infringe the rights or privacy of anyone else; for example you should not use images of well-known characters, footage or music (unless it is your own or you have permission to use it);
5.4.7 it must not constitute plagiarism;
5.4.8 it must not contain someone else's personal details or confidential information relating to other people; and
5.4.9 it must not promote or condone terrorism, violence or illegal behaviour.
5.5 We take no responsibility for, and we do not expressly or implicitly endorse, any User Generated Content. By submitting your User Generated Content, you agree that you have all rights, power and authority necessary to grant the rights to such User Generated Content as set out in these Terms. As you alone are responsible for your User Generated Content, you may expose yourself to liability if you post or share User Generated Content without all necessary rights.
5.6 We reserve the right to refuse to accept or refuse or cease to use any User Generated Content supplied by any person that we think contravenes these rules. If you become aware of any User Generated Content that breaches clause 5.4 above, please contact us on [insert email], providing details of: (i) the date on which it was posted and where it can be found on the Website; (ii) the username of the person who posted it; (iii) reasons why the content should be deleted; and (vi) copies of any communication with the person who posted it (if any).
5.7 In addition, we may from time to time provide interactive services on the Edvanza Sites that shall enable you to upload User Generated Content, including, without limitation:
5.7.1 comment facilities;
5.7.2 chat rooms; and/or
5.7.3 bulletin boards,
(together "Interactive Services").
5.8 Where we provide an Interactive Service, we will use reasonable endeavours to provide information to you about the kind of service offered and if it is moderated. However, we are under no obligation to oversee, monitor or moderate any Interactive Service we provide.
5.9 We do not guarantee that the Edvanza Sites will be totally secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform in order to access the Edvanza Sites and we recommend that you use your own virus protection software.
5.10 You must not misuse the Edvanza Sites by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Edvanza Sites, the server on which the Edvanza Sites are stored or any server, computer or database connected to the Edvanza Sites. You must not attack the Edvanza Sites via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit criminal offences. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Edvanza Sites will cease immediately.
6.1 You must be at least 18 years old to place an Order with us via the Website.
6.2 To submit an Order, you must follow the procedure set out on the Edvanza Sites.
6.3 Our Order process allows you to check and amend any errors before submitting your Order to us. Please check the Order carefully before confirming it. You are responsible for ensuring that your Order is complete and accurate. The Order process is only available in the English language and we will not file a copy of any contract formed between you and us.
6.4 Your Order for the Additional Features is an offer by you to enter into a Subscription with us. We will confirm our acceptance of your Order by sending you a confirmation email (the "Confirmation Email"). These Terms and the Order will become legally binding on you and us when we send you the Confirmation Email and each Order shall incorporate the Terms and shall be a new and separate contract between you and us.
6.5 Following conclusion of your order in accordance with this clause 6, we shall make the Additional Features available to you.
6.6 The Additional Features to be provided to you, and the duration of your Subscription, is as set out in the Order process.
7. Term and Termination of your Subscription, Trial Periods
7.1 Unless otherwise terminated or cancelled in accordance with these Terms, your Subscription will last for a period of 1 month (the “Initial Term”). Your Subscription will automatically renew at the end of the Initial Term for a further period of 1 month and shall continue to renew for successive periods of 1 month (each such month, a “Renewal Period”). By way of example, if you Subscribe on 25 January, the Initial Term is 25 January to 24 February (inclusive) and Renewal Periods shall run from the 25th of 1 month to the 24th of the next month (inclusive).
7.2 You may cancel your Subscription by logging in to the "My Account" page on the Edvanza Sites and selecting the option to unsubscribe. Your Subscription will be cancelled from the end of the Initial Term or Renewal Period (as applicable) during which you cancelled your Subscription.
7.3 You will continue to have access to the Additional Features for the period between you notifying us that you wish to cancel your Subscription and the cancellation taking effect under clause 7.2 above, provided that you have paid the Charges for that period.
Suspension and termination by us
7.4 We may terminate your Subscription at any time with immediate effect without refunding or compensating you by giving written notice to you if:
7.4.1 you fail to pay any amount due under these Terms on the due date for payment;
7.4.2 you breach any material term of these Terms and fail to remedy such breach (if remediable) within seven days of notice by us to you, and we shall suspend access to the Additional Features until the earlier of: (i) such breach being remedied to our reasonable satisfaction; and (ii) termination of these Terms by us; or
7.4.3 we reasonably believe that your use of the Additional Features is infringing or is likely to infringe any third party rights or you are in any other way committing fraudulent activity in the use of the Additional Features.
7.5 From time to time, we may offer free trials of Subscriptions for a specified period of time (a "Free Trial"). We may determine your eligibility for a Free Trial and withdraw or modify a Free Trial at any time.
7.6 Where we offer Free Trials, we will require you to provide your payment details at the start of the Free Trial. By providing such details you agree that we may automatically begin charging you for the Subscription on the day after the end of the Free Trial. If you do not want to be charged for your Subscription following the end of the Free Trial, you must cancel your Subscription before the end of the Free Trial by logging in to the "My Account" page on the Edvanza Sites and selecting the option to unsubscribe.
8. Consequences of Termination
8.1 On expiry or termination of your Subscription for any reason:
8.1.1 save where it is contrary to these Terms, you shall immediately pay to us all outstanding unpaid Charges;
8.1.2 your access to the Additional Features will be revoked; and
8.1.3 the licence granted in clause 13.1 will cease.
8.2 We shall pay any refund due from us to you on termination of your Subscription no later than 30 days from the date of termination. We shall pay such refund using the Payment Method you selected when you placed your Order, unless you expressly agree otherwise.
8.3 Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
9. Charges and Payment
9.1 The Charges for your Subscription are as set out during the Order process.
9.2 The Charges shall include the price for your Subscription and any applicable VAT.
9.3 You shall pay to us the Charges for the Initial Term and each subsequent Renewal Period upfront at the start of that Initial Term or Renewal Period (as applicable).
9.4 If the price or Charge we state to you for your Order is clearly incorrect then we are not obliged to provide you with a Subscription at that price or Charge even if we have accepted your Order. If we notify you of a pricing error, you may continue your Subscription at the correct price or cancel your Subscription without any obligation to us and we shall refund you any monies that you have paid to us in respect of that Subscription.
9.5 We have the right to make changes to the Charges from time to time, although we shall not make any change to the Charges applicable to you during the current Initial Term or Renewal Period (as applicable). If these changes result in an increase in the Charges payable by you, we shall inform you at least 28 days in advance of the change. If you do not agree to pay the increased Charges, you may terminate your Subscription in accordance with clause 7.2.
9.6 You shall pay the Charges by MasterCard, Visa, PayPal or Direct Debit mandate or other payment methods set out in the Order process (the “Payment Methods”). You confirm that the card or bank account which is being used is yours, or that you have the authorisation of the card holder to use it.
9.7 If your Payment Method is a MasterCard or Visa card, you authorise us to take payments from the card chosen by you on a recurring monthly basis, for the duration of your Subscription including for any additional amounts arising under Clause 9.5 or otherwise (including any VAT or other taxes and late fees, as applicable) that may be accrued by you or in connection with your Subscription.
9.8 We may, without limiting our other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.
This clause 10 relates to your statutory rights to cancel your Subscription and receive a refund. You can obtain advice about your right to cancel your Subscription from your local Citizens' Advice Bureau or Trading Standards Office.
10.1 Under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the "Regulations") you have the right to cancel your Subscription, for any reason, within 14 days of the date of the Initial Term (the “Cooling-off Period”).Please note that if you have taken out a Free Trial, the Cooling-off Period will begin on the date that the Free Trial begins.
10.2 If you wish to exercise your right to cancel in accordance with,you must contact us to let us know that you are doing so. You may do this by logging in to the "My Account" page on the Edvanza Sites and selecting the option to unsubscribe or by completing the following model cancellation form and returning it by email to us at [insert]:
Model Cancellation Form
To: Edvanza UK Limited, [Belmont House, Station Way, Crawley, West Sussex, United Kingdom, RH10 1JA]
E-mail address: [insert]
I/We(*) hereby give notice that I/We(*) cancel my/our(*) contract of sale for the provision of the following service:
Ordered on(*) / received on(*)
Name of consumer(s),
Address of consumer(s),
Signature of consumer (only if this form is notified on paper)
(*) Please delete if not applicable
10.3 We will send you an acknowledgement of receipt by email.
10.4 If you exercise your right of cancellation in accordance with clause 10.1, the contract between you and us for a Subscription (“Contract”) will come to an end and we will reimburse to you all payments received from you for your Subscription. We will make this reimbursement no later than 14 days after the day on which we are informed about your decision to cancel your Subscription. We will make the reimbursement using the same means of payment you use to pay for your Subscription, unless you expressly agree otherwise.
10.5 If you wish to access the Additional Features during the Cooling-off Period then you may do so but:
10.5.1 you expressly agree that we may begin to make the Additional Features available to you during the Cooling-Off Period; and
10.6 you expressly acknowledge and agree that your right to cancel the Contract under the Regulations (as set out in clause 10.1) will be lost.
10.7 Please note that the right to cancel under the Regulations will only apply during the Cooling-off Period and is separate from your right to cancel in accordance with clause 7.2.
11.1 Save as set out in clause 11.2, we may make changes to these Terms from time to time. Unless the reason for the change is due to a change in law or for security reasons – in which case we may need to change these Terms on shorter notice - we will provide you with at least seven days' advance notice of any such changes. If you do not wish to continue using the Edvanza Sites following the changes to these Terms, you can cancel your agreement to these Terms by cancelling your Account.
11.2.1 the amendment or addition shall only take effect on the commencement of the next following Renewal Period and we shall provide you with at least seven days' advance notice of such amendment or addition, unless the amendment or addition is due to a change in law or for security reasons – in which case we may need to provide you with shorter notice; and
11.2.2 if you are dissatisfied with such amendments or additions, you may cancel your Subscription from the end of the current Initial Term or Renewal Period by logging in to the "My Account" page on the Edvanza Sites and selecting the option to unsubscribe.
11.3 From time to time updates to the App may be issued through the relevant app store. Depending on the update, you may not be able to use the App until you have downloaded the latest version of the App and accepted any new terms.
12. Termination of these Terms
Your rights to terminate
12.1 You may cancel your Account by logging in to “My Account” on the Edvanza Sites and selecting the option to remove your Account or by notifying us in accordance with clause 19. Your Account will then be cancelled by us. Please note that if you have a Subscription and you cancel your Account before the end of the Initial Period or a Renewal Period, your Subscription will also be cancelled, and you will no longer have access to the Additional Features. If you want to cancel your Subscription only (rather than your Account), please refer to clause 7.2.
Suspension and termination by us
12.2 We may terminate your Account at any time with immediate effect without compensating you by giving written notice to you if:
12.2.2 we reasonably believe that your use of the Services and (if applicable) Additional Features is infringing or is likely to infringe any third party rights or you are in any other way committing fraudulent activity in the use of the Services and (if applicable) Additional Features.
12.3 We may also suspend or terminate your Account and/or (if applicable) your Subscription at any time with immediate effect if we cannot provide the Services or Additional Features to you due to technical or operational reasons outside of our control. If we suspend or terminate your Account and/or (if applicable) your Subscription in accordance with this clause 12.3, we shall refund you, on a pro rata basis, the Charges paid by you that are for the portion of your Subscription: (i) if suspended, during such suspension period; and (ii) if terminated, remaining after termination of your Subscription occurs.
12.4 In exceptional circumstances, we may cancel your Account and/or (if applicable) your Subscription by giving you at least 14 days' notice in writing. If we exercise this right and you have a Subscription, we shall refund you, on a pro rata basis, the Charges paid by you that are for the portion of your Subscription remaining after termination of your Subscription occurs.
13. Intellectual Property Rights
13.1 Save for User Generated Content (for which see clause 13.7 below), we grant to you a non-transferable, non-exclusive, revocable licence to use the Services and (if you have taken out a Subscription) the Additional Features on the Devices, provided that you comply with these Terms and the documents referred to in them. We reserve all other rights. You are not granted any right to use, and may not use, any of our Intellectual Property Rights other than as set out in these Terms.
13.2 You must not use the Services and Additional Features (or any part of them or their content) for commercial purposes; however, you may download material from the Edvanza Sites solely for non-commercial, personal use.
13.3 We, or our content providers, are the owners or licence holders of the Intellectual Property Rights in the Edvanza Sites, Services and Additional Features. You acknowledge and agree that nothing in these Terms or in an Order shall be construed so as to transfer any Intellectual Property Rights in the Edvanza Sites, Services or Additional Features to you.
13.4 No part of the Edvanza Sites, Services or Additional Features, including, without limitation, the text, designs, graphics, photographs and images contained in them, may be copied, reproduced, republished, uploaded, re-posted, modified, transmitted or distributed or otherwise used in any way for any non-personal, public or commercial purpose without our prior written consent.
13.5 The Edvanza Sites may from time to time contain links to third party websites. You are responsible for deciding whether to access a third party website and your use of third party websites will be governed by the terms of that third party website.
13.6 Any communications or materials (including, without limitation, any User Generated Content) you send to us by electronic mail or other means will be treated as non-proprietary and non-confidential (other than communications in respect of your purchase of a Subscription through the Website). We are free to publish, display, post, distribute and otherwise use any ideas, suggestions, concepts, designs, know-how and other information contained in such communications or material for any purpose, including, but not limited to, developing, manufacturing, advertising and marketing us and our products.
User Generated Content
13.7 You will retain ownership of your User Generated Content, subject to any pre-existing rights that third parties may have in its content. If your User Generated Content contains material and/or content owned or generated by a third party, you should ensure that you have permission from that third party to use such material and/or before posting your User Generated Content on the Edvanza Sites.
13.8 You grant us a non-exclusive, irrevocable, royalty-free, sub-licensable, fully paid up, perpetual, worldwide licence to use, copy, modify, adapt, amend, prepare derivative works of, publish, transmit and distribute the User Generated Content in any format and through any media for any purposes including (without limitation): (i) advertising, marketing and promotion, including in relation to the Edvanza Sites, the Services, the Additional Features and the Company; (ii) providing the Services and Additional Features available through the Edvanza Sites; and (iii) allowing other users of the Edvanza Sites and other third parties to view and access your User Generated Content (it being agreed that such rights shall last for 99 years in territories where a perpetual licence may not be granted).
14.1.1 death or personal injury caused by its own negligence;
14.1.2 fraud or fraudulent misrepresentation; or
14.1.3 any other liability which may not be limited or excluded under Applicable Law.
14.2 Save as set out in clause 14.1, the following sub-clauses apply.
14.2.1 If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into these Terms.
14.2.2 We are not liable for any loss or damage suffered by you as a result of your negligence whilst using the Services and/or the Additional Features.
14.2.3 We assume no responsibility for the content of websites linked to from the Edvanza Sites (including links to our commercial sponsors and partners). Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
14.2.4 We only supply the Services and Additional Features for domestic and private use. You agree not to use the Services or Additional Features for any commercial or business purposes and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
14.2.5 If defective digital content that we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that that was caused by you failing to correctly follow installation or download instructions or to have in place the System Requirements.
14.2.6 Nothing in these Terms affects your statutory rights. Advice about your statutory rights is available from your local Citizens' Advice Bureau or Trading Standards Office.
14.2.7 Our total aggregate liability to you in respect of any loss or damage suffered and arising out of or in connection with these Terms, whether in contract, tort (including negligence) or otherwise shall not exceed: (a) if you have taken out a Subscription: (i) the amount of the Charges paid by you for the Initial Term or Renewal Period during which the liability arose; or (ii) £100, whichever is the greater; or (b) if you have not taken out a Subscription, £100.
14.3 This clause 14 shall survive termination or expiry of these Terms.
15. Third Party Rights
These Terms are made between you and us. No other person shall have any rights to enforce any of its terms except for any person to whom the benefit of these Terms is assigned or transferred in accordance with clause 16
16.1 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
16.2 We may transfer our rights and obligations under these Terms in whole or in part at any time to any third party (a “New Service Provider”), save that we will comply with clauses 16.3 and 16.4 below.
16.3 In the event that we transfer our rights and obligations to a New Service Provider:
16.3.1 we shall give you advance written notice of such transfer;
16.3.2 these Terms shall remain in full force and effect as if you had entered into these Terms with the New Service Provider as opposed to us; and
16.3.3 all your rights arising from these Terms shall be enforceable against the New Service Provider.
16.4.1 your agreement to these Terms; and
16.4.2 (if applicable) your Subscription immediately by logging in to the "My Account" page and selecting the option to unsubscribe or sending an e-mail to [insert]. Upon cancellation in accordance with this clause 16.4.2, we shall refund you, on a pro rata basis, the Charges paid by you that are for the portion of your Subscription remaining after termination of your Subscription occurs.
17. Other Important Information
17.1 Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.
17.2 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
18. Governing law and Jurisdiction
18.1 These Terms are governed by English law. This means that your access to and use of the Services and/or Additional Features, your Subscription, and any dispute or claim arising out of or in connection therewith (including non-contractual disputes or claims) will be governed by English law.
18.2 You may bring any dispute which may arise under these Terms to, at your discretion, either the competent court of England, or to the competent court of your country of habitual residence if this country of habitual residence is within the UK or is an EU Member State, which courts are (with the exclusion of any other court) competent to settle any of such a dispute. We shall bring any dispute which may arise under these Terms to the competent court of your country of habitual residence if this is within the UK or is an EU Member State or otherwise the competent court of England.
18.3 If you are resident in the UK or the European Union and we direct the Edvanza Sites to (and/or pursue our commercial or professional activities in relation to the Website in) the country in which you are resident, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in these Terms, including clause 18.1, affects your rights as a consumer to rely on such mandatory provisions of local law.
19. Contacting us
19.1 Should you have any reasons for a complaint, we will endeavour to resolve the issue and avoid any re-occurrence in the future. You can always contact us by clicking here or by using the following details:
For further details of our complaints handling procedures, please see here.
Terms and Conditions last updated [***]
1. You acknowledge and agree that these Terms have been concluded between you and us, and not with the Appstore Provider. You acknowledge and agree that the Appstore Provider is not responsible for the App and its content.
2. You acknowledge and agree that the Appstore Provider has no obligation to provide any maintenance or support in respect of the App. Should you have any problems in using the App, please contact us as set out in clause 19 above.
3. In the event that the App does not conform with any product warranty provided for by these Terms, the Appstore Provider may provide you with a refund of the price that you paid to purchase the App (if any). The Appstore Provider shall, to the maximum extent permitted by law, have no obligation to you whatsoever with respect to the App.
4. You acknowledge and agree that the Appstore Provider shall not be responsible for addressing any claims that you might have relating to the App, including (without limitation): (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
5. In the event that a third party claims that the App infringes its intellectual property rights, we (and not the Appstore Provider) shall be solely responsible for the investigation, defence, settlement and discharge of such claim.
6. You warrant and represent that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
7. If the Appstore Provider is Apple, you acknowledge and agree that Apple and its subsidiaries are third party beneficiaries to these Terms. Upon your acceptance of these Terms, Apple will have the right to enforce the EULA against you as a third party beneficiary.