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Avantis Customer Terms & Conditions

1. DEFINITIONS AND EFFECT OF CONDITIONS

  • 1.1 In these Conditions, the following definitions apply:
    • Additional Fees: means as defined in clause 11.3.2.
    • Authorised Users: those employees, agents, independent contractors, customers, clients (which maybe pupils, children, students or otherwise) of the Customer, who are authorised by the Customer to use the Services.
    • Avantis: means Avantis Education Limited registered in England and Wales with company number 06318008 whose registered address is Unit 2 and 3 Jessop Court, Waterwells Business Park, Quedgeley, Gloucester, England, GL2 2AP.
    • Business Day: means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
    • Business Hours: the period from 9:00am to 5:00pm on any Business Day.
    • Conditions: means these terms and conditions as amended from time to time in accordance with clause 16.4.
    • Contract: means the contract between Avantis and the Customer for the supply of Products and Services in accordance with these Conditions, the EULA and the Order.
    • Customer: means the person or firm who purchases Products and Services from Avantis, as identified in the Order.
      End User Licence Agreement (EULA): the licence agreement between Avantis and the Customer in Schedule 1 of this Contract, as amended by Avantis from time to time.
    • Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.
    • Intellectual Property Rights: means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist now or in the future in any part of the world.
    • Order: means the Customer’s order for the supply of Products and/or Services, as set out in the Customer’s email or purchase order form, in response to the Quotation.
    • Products: means the Products or any part of them set out in the Order.
    • Quotation: means a quote issued by Avantis for the supply of Products and/or Services.
    • RMA Policy: means Avantis’ returns policy as provided to the Customer from time to time.
    • Services: shall mean access to the digital content provided by Avantis, as specified in the EULA.
    • Software: means the programs and other operating systems used in the Products.
    • Total Charges: means as defined in clause 12.1.
    • Warranty Period: shall mean as defined in clause 4.1.
  • 1.2 Basis of Contract
    • 1.2.1 The Order constitutes an offer by the Customer to purchase Products and Services in accordance with these Conditions.
    • 1.2.2 The Order shall only be deemed to be accepted when Avantis issues written acceptance of the Order, at which point the Contract shall come into existence. Any telephoned orders must be confirmed by the Customer in writing to Avantis, duly marked with any confirmation reference given by Avantis, otherwise Avantis cannot accept liability for any duplication of delivery that may occur. Only following Avantis’ written acceptance will the Order be deemed to be accepted.
    • 1.2.3 Any samples, drawings, descriptive matter or advertising issued by Avantis and any descriptions of the Products contained in Avantis’ catalogues, Quotation or brochures are issued or published for the sole purposes of giving an approximate idea of the Products and/or Services described in them, unless expressly agreed otherwise by Avantis. They shall not form part of the Contract or have any contractual force.
    • 1.2.4 These Conditions apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    • 1.2.5 The Customer waives any right it might otherwise have to rely on any terms endorsed upon, delivered with or contained in any documents of the customer that is in consistent with these Conditions.
    • 1.2.6 Any Quotation given by Avantis for the supply of Products and/or Services shall not constitute an offer. Any Quotation given by Avantis is only valid for a period of seven (7) days from its date of issue (unless otherwise agreed by Avantis) and Avantis shall be entitled to vary or withdraw the Quotation at its discretion after that time.
    • 1.2.7 If there is an inconsistency between any of the provisions in the main body of this Contract and the schedules, the provisions in the main body of this Contract shall prevail.

2. PRODUCTS

  • 2.1 The Products and/or the Services are as described in Avantis catalogue.
  • 2.2 Avantis reserves the right to amend the Products if required by any applicable statutory or regulatory requirement, and Avantis shall notify the Customer in any such event.
  • 2.3 Any delivery dates stated in the Quotation, the Order or otherwise are estimates only, and in regard to such date, time shall not be of the essence. Avantis shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event (as set out in clause 10 below) or the Customer’s failure to provide Avantis with any instructions that are relevant to the supply of the Products.
  • 2.4 Delivery of the Products purchased by Customer hereunder shall be made by Avantis Ex Works (Incoterms 2020) Avantis’ facilities or such other location or locations as Avantis may from time to time designate in writing. Avantis may amend the Incoterms in this clause 2.4 as agreed in writing with the Customer.
  • 2.5 Provided that Avantis shall provide advanced notification to the Customer, Avantis shall be entitled to make partial deliveries, or deliveries by instalments and these Conditions shall apply to each partial delivery or instalment. Each partial delivery or instalment shall be deemed a separate Contract under a separate Order, and payment shall therefore become due in accordance with these Conditions.
  • 2.6 Avantis shall not be responsible for adapting or modifying any Products to conform to statutory requirements not current at the time of acceptance of the Order.
  • 2.7 If the Customer reasonably considers the Product is damaged in delivery, the Customer shall notify Avantis in writing by email to shipping@avantiseducation.com within 3 days from delivery. The Customer shall provide Avantis with all sufficient information in relation to the nature and extent of the damage (including without limitation, pictures of such damaged Products) required by Avantis.
  • 2.8 As soon as practicable after receiving such information provided by the Customer under clause 2.7, Avantis shall confirm by email to the Customer whether it considers the Product is damaged in delivery, and whether a replacement is necessary. If Avantis confirms under this clause 2.8 that the Product is damaged in delivery and a replacement of the Products is necessary, Avantis shall arrange collection of the damaged Product at Avantis’ cost, subject to the Customer making such damaged Product available for collection in accordance with Avantis’ instructions.
  • 2.9 The Customer shall keep the original packaging of the Products until any damaged Product is collected.

3. TITLE OF PRODUCTS

  • 3.1 Title to the Products shall pass to the Customer when Avantis receives payment in full for the Products or if paying by instalments (as set out in the estimate) then on receipt of the first instalment and any VAT and Additional Fees that are due.
  • 3.2 Until title to the Products has passed to the Customer, the Customer shall:
    • 3.2.1 store the Products separately from all other Products held by the Customer so that they remain readily identifiable as Avantis’ property;
    • 3.2.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
    • 3.2.3 maintain the Products in a satisfactory condition and keep them insured against all risks for their full price on Avantis’ behalf from the date of delivery;
    • 3.2.4 notify Avantis immediately if it becomes subject to any of the events listed in clause 10.
    • 3.2.5 give Avantis such information relating to the Products as Avantis may require from time to time.

4. WARRANTY

  • 4.1 Avantis warrants to the Customer that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Products shall:
    • 4.1.1 conform in all material respects with their description; and
    • 4.1.2 be free from material defects in design, material and workmanship; and
    • 4.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
  • 4.2 Subject to Clause 4.3, if:
    • 4.2.1 the Customer gives notice in writing to Avantis during the Warranty Period within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in Clause 4.1;
    • 4.2.2 Avantis is given a reasonable opportunity of examining such Products;
    • 4.2.3 the Customer follows the Avantis RMA Policy as updated from time to time and provided upon request; and
    • 4.2.4 the Customer (if asked to do so by Avantis) returns such Products to the Avantis’ place of business at the Customer’s cost;
  • then Avantis shall, at its option, repair or replace the defective Products, or refund the price of the defective Products in full.
  • 4.3 Avantis shall not be liable for the Products' failure to comply with the warranty set out in Clause 4.1 if:
    • 4.3.1 the Customer makes any further use of such Products after giving notice in accordance with Clause 4.2;
    • 4.3.2 the defect arises because the Customer failed to follow Avantis’ oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Products or (if there are none) good trade practice regarding the same;
    • 4.3.3 the Customer does not follow Avantis’ RMA Policy;
    • 4.3.4 the Customer alters or repairs such Products without the written consent of Avantis;
    • 4.3.5 the defect arises because of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
    • 4.3.6 the Products differ from their description because of changes made to ensure they comply with applicable statutory or regulatory requirements.
  • 4.4 If the Customer makes any claim in relation to any Products falling outside the terms of this clause 4, Avantis will charge the Customer a standard handling charge. Any repairs to the Products deemed by Avantis will be subject to a Quotation and will not be carried out until Avantis receives authorisation from the Customer.
  • 4.5 This clause 4 shall apply to any repaired of replacement Products supplied by Avantis for the balance of the original Warranty.
  • 4.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
  • 4.7 Except as provided in this Clause 4, Avantis shall have no liability to the Customer in respect of the Products' failure to comply with the Warranty.

5. INSURANCE AND PRODUCT RECALLS

  • 5.1 Avantis shall maintain product liability insurance with a reputable insurer of no less than £2,000,000 in total in any one year for all liability (however arising) for a claim that the Products are faulty or defective.
  • 5.2 The Customer shall, at Avantis’ cost, give any assistance that Avantis shall reasonably require to recall the Products, as a matter of urgency.

6. RETURNED PRODUCTS AND CANCELLATIONS

  • The Customer shall not return any Products (except in accordance with clause 4) or cancel any Order without Avantis’ previous written consent. Such consent will not be given where Products have been specially purchased by Avantis to meet the customer’s requirements. If Avantis at its discretion gives consent, it reserves the right to make a cancellation charge of 25% (or such higher percentage as may be notified to the customer when such consent is given by Avantis) of the price of the Products plus VAT.

7. SUPPLY OF SERVICES

  • 7.1 All Intellectual Property Rights in or arising out of or in connection with the Products and the Services shall be owned by Avantis.
  • 7.2 Subject to the Customer purchasing the Services in accordance with the EULA and the other terms and conditions of this Contract, Avantis hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to access the Services.
  • 7.3 The Customer shall use all reasonable endeavours to prevent any unauthorised access to the Services and, in the event of any such unauthorised access or use, promptly notify Avantis.
  • 7.4 The rights provided under this clause 7 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.

8. CUSTOMER’S OBLIGATIONS

  • 8.1 The Customer shall:
    • 8.1.1 ensure that the terms of the Order is complete and accurate;
    • 8.1.2 co-operate with Avantis in all matters relating to the Products and Services;
    • 8.1.3 provide Avantis with such information and materials as Avantis may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
    • 8.1.4 obtain and maintain all necessary licences, permissions and consents which may be required for the Services; and
    • 8.1.5 comply with all applicable laws.
  • 8.2 If Avantis’ performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
    • 8.2.1 without limiting or affecting any other right or remedy available to it, Avantis shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Avantis’ performance of any of its obligations;
    • 8.2.2 Avantis shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Avantis’ failure or delay to perform any of its obligations as set out in this clause 8.2; and
    • 8.2.3 the Customer shall reimburse Avantis on written demand for any costs or losses sustained or incurred by Avantis arising directly or indirectly from the Customer Default.

9. DATA PROTECTION

  • Avantis shall collect and process personal data of the Customer in accordance with the EULA and subject to and in accordance with the terms of Avantis Privacy Policy.

10. FORCE MAJEURE

  • Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for three (3) months, the party not affected may terminate the Contract by giving four (4) weeks’ written notice to the affected party.

11. PRICE

  • 11.1 The price of the Products and the Services shall be the price set out in the Order, or if no price is quoted, the price set out in Avantis’ published price list in force as at the date of delivery.
  • 11.2 Any and all expenses, costs and charges incurred by the Customer in the performance of its obligations under this Contract shall be paid by the Customer unless Avantis has expressly agreed in advance in writing to pay such expenses, costs and charges.
  • 11.3 The price of the Products and Services excludes:
    • 11.3.1 amounts in respect of VAT, which the Customer shall additionally be liable to pay to Avantis at the prevailing rate, subject to the receipt of a valid VAT invoice; and
    • 11.3.2 the costs and charges of packaging, insurance and transport of the Products (Additional Fees), which shall be invoiced to the Customer in accordance with clause 12.1.

12. PAYMENT

  • 12.1 Avantis may invoice the Customer for the price of Product and Services, plus any applicable VAT and any Additional Fees (Total Charges) at the time of the Order. The Customer shall pay the Total Charges in accordance with the payment profile set out in the estimate and in full and in cleared funds to the bank account nominated by Avantis in writing. Where applicable, Avantis agrees to provide the Services on the basis that the standing order is set up by the Customer, prior to the delivery of Product. Time for payment shall be of the essence of the Contract. Payment of the Total Charges shall be due in accordance with the estimate or in the absence of any express payment terms in the estimate then within 30 days of invoice.
  • 12.2 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  • 12.3 Where payment is not made in accordance with clause 12.1 and clause 12.2, and/or any other alternative payment terms as agreed in writing between Avantis and Customer, then without limiting Avantis’ other rights and remedies under this Contract:
    • 12.3.1 Avantis may suspend delivery of the Products and/or access to the Services, partially or entirely, until all due and unpaid amounts under this Contract are paid by the Customer; and
    • 12.3.2 the Customer shall pay interest on any unpaid amounts calculated at 8% above Bank of England base rate for the time being in force calculated daily, where such interest rate falls below 0% from time to time, the interest rate shall be 8%.
  • 12.4 Without limiting any other right or remedies, Avantis shall have a lien over the Products until the full Total Charges is received by Avantis. If any payment remains unpaid for more than three (3) months after it becomes due:
    • 12.4.1 Avantis shall be entitled to: (i) require the Customer to deliver up all Products in its possession; and (ii) if the Customer fails to do so promptly, enter any premises of the Customer where the Products are stored and recover them; and
    • 12.4.2 any and all unpaid amount of the Total Charges shall become immediately due and payable by the Customer.
  • 12.5 No cash or other discounts allowed unless agreed in writing.

13. INDEMNITY

  • 13.1 The Customer shall defend, indemnify and hold harmless Avantis against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Products and Services, provided that:
    • 13.1.1 the Customer is given prompt notice of any such claim;
    • 13.1.2 Avantis provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
    • 13.1.3 the Customer is given sole authority to defend or settle the claim.
  • 13.2 Avantis shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Products and Services in accordance with this Contract infringes any third party Intellectual Property Rights, and shall indemnify the Customer provided that:
    • 13.2.1 Avantis is given prompt notice of any such claim;
    • 13.2.2 the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Avantis in the defence and settlement of such claim, at Avantis' expense; and
  • 13.3.1 a modification of the Products and/or Services by anyone other than Avantis; or
    • 13.3.2 the Customer's use of the Products and/or Services in a manner contrary to the instructions given to the Customer by Avantis; or
    • 13.3.3 the Customer's use of the Products and/or Services after notice of the alleged or actual infringement from Avantis or any appropriate authority; or
    • 13.3.4 the Customer's breach of this Contract.
  • 13.4 This clause 13 states the Customer's sole and exclusive rights and remedies, and Avantis' (including Avantis' employees', agents' and sub-contractors') entire obligations and liability, for infringement of any Intellectual Property Rights.

14. EXCLUSION OF LIABILITY

  • 14.1 Subject to clause 14.2, Avantis’ total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with the Contract, shall be limited to the lesser of £100,000 or the total price paid under the Order under which the claim arose.
  • 14.2 All conditions, warranties or other terms, whether express or implied, statutory or otherwise, are hereby expressly excluded providing that nothing in this clause 14 shall exclude or restrict any liability of Avantis for death or personal injury resulting from the negligence of the company, its servants or agents or any other liability that cannot be excluded by law.
  • 14.3 In any event Avantis’ liability shall be limited to direct loss and shall not include indirect or consequential loss, loss of profits, loss of sales or business, loss of or damage to goodwill, loss of use or corruption of software, data or information, loss of anticipated savings and loss of agreements and contracts.
  • 14.4 Avantis shall not be liable for the loss or damage to Software programs or other stored information during the upgrade or repair of any Products whether or not the same are under Warranty.
  • 14.5 This clause 14 shall survive termination of the Contract.

15. TERMINATION

  • 15.1 Without limiting its other rights or remedies, Avantis may terminate this Contract with immediate effect by giving written notice to the Customer if:
    • 15.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
    • 15.1.2 the Customer fails to pay any amount due under the Contract, or under any other contract between Avantis and the Customer on the due date for payment;
    • 15.1.3 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
    • 15.1.4 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
    • 15.1.5 the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
  • 15.2 Without limiting its other rights or remedies, Avantis may suspend provision of the Products or access to the Services under the Contract or any other contract between the Customer and Avantis if the Customer becomes subject to any of the events listed in Clause 15.1.3 to Clause 15.1.5 or Avantis reasonably believes that the Customer is about to become subject to any of them.
  • 15.3 On termination of the Contract for any reason the Customer shall immediately pay to Avantis all of Avantis' outstanding unpaid invoices and interest and, in respect of Products supplied but for which no invoice has been submitted, Avantis shall submit an invoice, which shall be payable by the Customer immediately on receipt.
  • 15.4 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
  • 15.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

16. GENERAL

  • 16.1 Assignment and other dealings.
    • 16.1.1 Avantis may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
    • 16.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract (including without limitation the warranty under clause 4) without the prior written consent of Avantis.
  • 16.2 Confidentiality.
    • 16.2.1 Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 16.2.2.
    • 16.2.2 Each party may disclose the other party's confidential information:
    • 16.2.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 16.2; and
    • 16.2.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  • 16.2.3 Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
  • 16.3 Entire agreement.
  • The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation on any statement in the Contract.
  • 16.4 Variation.
  • Unless set out otherwise in this Contract, no variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
  • 16.5 Waiver.
  • A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
  • 16.6 Severance.
  • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 16.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
  • 16.7 Notices.
    • 16.7.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
      • 16.7.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or
      • 16.7.1.2 by email to the email set out on the Order.
  • 16.7.2 Any notice shall be deemed to have been received, if:
    • 16.7.2.1 delivered by hand, at the time the notice is left at the proper address; or
    • 16.7.2.2 sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.
    • 16.7.2.3 sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
  • 16.7.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
  • 16.8 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
  • 16.9 Governing Law and Jurisdiction

    The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Schedule 1: EULA

Avantis Education Limited End User Licence Agreement (EULA)
PLEASE READ CAREFULLY BEFORE USING OUR SERVICE OR ACCESSING ANY LICENSED CONTENT

Parties

This End User Licence Agreement (EULA) is a legal agreement between you (Licensee), and the licensor as identified below. The applicable licensor will depend on your location. For this EULA, unless expressly stated by us or one of our resellers in writing to you or unless otherwise stated to the contrary in our invoice as being another company in the Avantis group, the licensor will be either:

Your LocationApplicable Licensor
United States of America, Canada (the Americas)Avantis Education Inc, with registered office at 519 W Golf Rd Arlington Heights, IL, 60005-3904 United States
Outside the AmericasAvantis Education Limited with registered office at Unit 2 and 3 Jessop Court, Waterwells Business Park, Quedgeley, Gloucester, GL2 2AP, United Kingdom

(Licensor, we, us, our). *

Overview of licence

This EULA shall govern your access to and use of:

  • the library of educational resource via our Portal, which shall mean any of:
    • ClassVR Portal: portal.classvr.com;
    • ClassConnect Portal: connect.learnpad.com;
    • Eduverse Portal: portal.eduverse.com
  • (Resource). For the purpose of this EULA, the Resource does not include any User Generated Content (as defined below);
  • any Other User Content (as defined below) which is uploaded by other licensed users of the Resource and Software via the Portal;
  • the software program and other operating system used on any of our products (such as, without limitation, the ClassVR software application which is used by and / or installed on ClassVR virtual reality headsets, and the ClassConnect software application which is used by and / or installed on LearnPad tablets) including any subsequent upgrades or updates, any supplemental software code such as beta releases provided including any subsequent upgrades or updates provided (Software);
  • any documents available as part of the Resource, Software, and/or Other User Content (Documents);

Our Resource and Software, any Other User Content, and the Documents are referred to collectively as Licensed Content.

We license use of the Licensed Content to you on the basis of this EULA. We, or our licensors, remain the owners of the Licensed Content at all times.

To the extent that you undertake to carry out, or Avantis provide, any translated version of this EULA (a Translation) then such Translation is for convenience only. In the event of conflict between the English version of this EULA and any Translation then the English version shall always prevail.

Contact address for questions

If you have any questions in relation to this EULA, please contact us at:

Unless expressly specified otherwise, any written notice or communication required from you under this EULA shall be sent by an email to this email address.

IMPORTANT NOTICE TO ALL USERS:

BY ACCESSING AND USING OUR SERVICES AND ANY LICENSED CONTENT:

  • YOU CONFIRM THAT YOU ACCEPT THE TERMS OF THIS EULA.
  • YOU AGREE TO COMPLY WITH THIS EULA AND ENSURE THAT ALL YOUR AUTHORISED USERS COMPLY WITH ALL APPLICABLE TERMS OF THIS EULA.

IF YOU DO NOT AGREE TO THIS EULA YOU MUST IMMEDIATELY STOP USING OUR SERVICES AND THE LICENSED CONTENT.

You should print a copy of this EULA for future reference.

1. Definition

The following defined terms are used in this EULA:

  • 1.1 Account means the unique account created for you and the Authorised Users to access the Licensed Content.
  • 1.2 Authorised Users means your employees, staff members, agents and independent contractors, your subsidiaries and affiliates, who you authorise to use the Service and the Licensed Content.
  • 1.3 Billing Period means as defined in clause 2.1.2.
  • 1.4 Free Trial means a limited period of free Subscription as granted by us in accordance with clause 2.3.
  • 1.5 Good Industry Practice means at any time the exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a licensee under a licence similar to this Licence, seeking in good faith to comply with its contractual obligations and complying with all relevant laws.
  • 1.6 Initial Subscription Period means your initial period of Subscription as stated in the Subscription plan you agreed with us (or our authorised reseller if you purchase the Software from them).
  • 1.7 Intellectual Property Rights means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  • 1.8 Licensee Data means the data inputted by or on behalf of you, for the purpose of using or facilitating your use of the Services and the Licensed Content, and any data generated by, or derived from your use of the Software or Documents, whether hosted or stored within the Portal, Software or elsewhere. For the avoidance of doubt, Licensee Data excludes any User Generated Content.
  • 1.9 Renewed Subscription means as defined in clause 2.2.3.
  • 1.10 Service means our service that enables you to access and use the Licensed Content, which shall include any Support Services.
  • 1.11 Subscription means the relevant subscription to our Service and Licensed Content purchased by you from us (or our authorised reseller) or a Free Trial, which entitles you and the Authorised Users to access and use the Licensed Content and our Service subject to this EULA and any other terms you and us (or our authorised reseller) agree in writing.
  • 1.12 Subscription Period means the total period of Subscription you are entitled to, including the Initial Subscription Period and any Renewed Subscription.
  • 1.13 Support Services means the standard support services provided by us in relation to the Software (or by our authorised reseller, if you purchase the Software from them).
  • 1.14 User Generated Content means any text, images or other information (regardless of the form of it) that is posted, uploaded, linked (or otherwise made) via our Portal, by you or by other licensed users of our Resource and Software. For this EULA, Your Content shall mean any User Generated Content uploaded by you; and Other User Content shall mean any User Generated Content uploaded by other licensed users of our Resource and Software.
  • 1.15 Virus means any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

2. Subscription

  • 2.1 Billing and payment
    • 2.1.1 You shall provide us (or our authorised reseller if you purchase the Software from them) with accurate and complete billing information, including without limitation full name, full billing address, telephone number, email address, and a valid method of payment.
    • 2.1.2 You shall be billed by:
      • 2.1.2.1 us directly throughout your Subscription Period, if you purchase the Software from us directly; or
      • 2.1.2.2 our authorised reseller for the 1st year of your Subscription Period, and thereafter by us directly, if you purchase the Software from our authorised reseller;
        on a recurring and periodic basis (for example, monthly, yearly or multi year as agreed) in advance, in accordance with the Subscription plan you selected. Each period of time between two billing dates shall be a Billing Period.
    • 2.1.3 Should automatic billing fail for any reason, we will issue an electronic invoice, and you shall pay manually by a specified due date as set out in such invoice
  • 2.2 Subscription Period
    • 2.2.1 Our Services and Licensed Content are available only with a Subscription. Your access to the Service and the Licensed Content will cease at the end of your Subscription.
      • 2.2.2 You may not cancel your Subscription during your Initial Subscription Period.
      • 2.2.3 At the end of your subscription period, your Subscription will automatically renew (Renewed Subscription) in accordance with the period agreed as part of your Initial Subscription plan or the last Renewed Subscription (if different) under the same conditions applicable to the previous period, unless:
        • 2.2.3.1 you refuse the renewal prior to the end of your Initial Subscription Period by giving us no less than 30 days written notice or we have agreed that we will change your Account setting to remove auto renewal, in which case your Subscription shall end on the last day of your Initial Subscription Period;
        • 2.2.3.2 you cancel the Renewed Subscription by giving us no less than 30 days written notice or we have agreed that we will change your Account setting to remove auto renewal, in which case your Subscription shall end on the last day of your then current Billing Period; or
        • 2.2.3.3 we cancel the Renewed Subscription, in which case we will inform you by email, and your Subscription shall end on the last day of your then current Billing Period.
          You shall remain liable for the full Subscription fees for (i) the Initial Subscription Period and (ii) any period of Renewed Subscription up to the end of your then current Billing Period. You shall not be entitled to a refund or discount of any Subscription fees paid or payable up to the end of your then current Billing Period.
  • 2.3 Free Trial
    • 2.3.1 We may at our sole discretion offer you a Free Trial before you start paying for your Subscription. You will be required to provide the details under clause 2.1.1, but you will not be charged until Free Trial ends.
    • 2.3.2 You may cancel your Subscription at any time before the Free Trial ends with no further liability for Subscription fees.
    • 2.3.3 Unless you cancel your Subscription before the Free Trial ends, your Initial Subscription Period shall automatically start immediately after the end of Free Trial.
    • 2.3.4 We may in our sole discretion at any time modify any conditions applicable to your Free Trial and/or cancel your Free Trial. We shall provide reasonable notice to you of any cancellation of Free Trial to give you an opportunity to cancel the Subscription prior to our cancellation of Free Trial.
  • 2.4 Subscription fee changes
    • 2.4.1 We may in our sole discretion and at any time change the fees applicable to your Subscription. Any Subscription fee change will become effective at the end of your then current Billing Period, unless agreed otherwise by us in writing.
    • 2.4.2 We will provide you with reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
    • 2.4.3 Your continued use of the Service after the Subscription fee change comes into effect shall be deemed as your consent to such change.

3. EULA

  • 3.1 In consideration of payment by you of the agreed Subscription fee to us, or to any of our authorised resellers (as applicable), and you agreeing to abide by the terms of this EULA, we:
    • 3.1.1 grant to you a limited, non-exclusive, non-transferable, revocable licence, without the right to sublicense to access and use the Services and Licensed Content, on the terms of this EULA, solely for your internal business operations; and
    • 3.1.2 or our authorised reseller (where you have paid a licence fee to an authorised reseller) shall provide Support Services to you.
  • 3.2 You shall:
    • 3.2.1 provide us with all necessary:
      • 3.2.1.1 co-operation in relation to this EULA; and
      • 3.2.1.2 access to such information as may be required by us;
        to the extent required for us to provide you access to the Licensed Content, including but not limited to Licensee Data, security access information and configuration services;
    • 3.2.2 without affecting your other obligations under this EULA, comply with all applicable laws and regulations with respect to your activities under this EULA; and
    • 3.2.3 ensure that your network and systems comply with the relevant specifications provided by us from time to time.
  • 3.3 You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Licensee Data. You hereby license us to use the Licensee Data for:
    • 3.3.1 the proper performance of the Software and use of other Licensed Content;
    • 3.3.2 the purposes set out in our Privacy Notice as described in clause 13; and
    • 3.3.3 all other purposes relevant to the proper exercise of our rights and obligations under this agreement.
  • 3.4 You undertake that you:
    • 3.4.1 will not allow any persons other than your Authorised Users access to the Services and Licensed Content;
    • 3.4.2 shall, and shall procure any of your Authorised Users shall, be liable to safeguard your or the Authorised Users’ (as applicable) password for their Account;
    • 3.4.3 shall supervise and control use of the Service and Licensed Content, and ensure they are used by your Authorised Users only in accordance with the terms of this EULA, and any agreement with us or one of our authorised resellers (if applicable); and
    • 3.4.4 shall comply with all applicable technology control or export laws and regulations.
  • 3.5 You represent and warrant that you are not:
    • 3.5.1 listed on, and you are not located in a country or region that is subject to, the United States embargo list, the United Kingdom sanction list, or the European Union sanction list;
    • 3.5.2 located in a country that has been designated by either the United States, European Union or UK government as a “terrorist supporting” country; and
    • 3.5.3 listed on any United States, European Union or UK government list of prohibited or restricted parties.
  • 3.6 For the avoidance of doubt, we do not collect, monitor or otherwise use data relating to or identifying pupils. Whilst pupils may benefit from the Licensed Content, they are not a party to this EULA.

4. RESTRICTIONS

  • 4.1 Except as expressly set out in this EULA or as permitted by any local law which is incapable of exclusion by agreement between the parties, you shall not:
    • 4.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service and/or Licensed Content in any form or media or by any means;
    • 4.1.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
    • 4.1.3 use all or any part of the Service and/or Licensed Content to build a product or service which competes with our business in whole or in part;
    • 4.1.4 use the Service and/or Licensed Content to provide services to third parties;
    • 4.1.5 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service and/or Licensed Content available to any third party except the Authorised Users; or
    • 4.1.6 attempt to obtain, or assist third parties in obtaining, access to the Service and/or Licensed Content other than as provided under this EULA.
  • 4.2 You shall not use the Software to:
    • 4.2.1 distribute or transmit any Viruses and shall implement procedures in line with Good Industry Practice to prevent such distribution or transmission;
    • 4.2.2 store, access, publish, disseminate, distribute or transmit any material which:
      • 4.2.2.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      • 4.2.2.2 facilitates illegal activity;
      • 4.2.2.3 depicts sexually explicit images;
      • 4.2.2.4 promotes unlawful violence;
      • 4.2.2.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
    • 4.2.3 is otherwise illegal or causes damage or injury to any person or property.
  • 4.3 You shall not use, as your username for the Account, the name of another person or entity, or a name that is not lawfully available for use, or a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorisation, or a name that is otherwise offensive.
  • 4.4 Notwithstanding our rights under clause 10, we may, on written notice to you specifying your breach of this EULA and requiring it to be remedied within thirty (30) days, disable your access to the Service and Licensed Content for the duration of time that the breach remains unremedied.

5. INTELLECTUAL PROPERTY RIGHTS

  • 5.1 You acknowledge that all Intellectual Property Rights in the Service and Licensed Content belong to us or our licensors as applicable, that the Intellectual Property Rights in the Service and Licensed Content are licensed (not sold) to you, and that you have no rights in, or to, the Service and Licensed Content other than the right to use them in accordance with the terms of this EULA.
  • 5.2 You acknowledge that you have no right to have access to any Software in source code form.

6. LIMITED WARRANTY

  • 6.1 Where you have purchased the Software from one of our authorised resellers, to the extent permitted under law, all warranties (whether implied or otherwise) are excluded. Please refer to the agreement with our authorised reseller from who you purchased your Subscription for details of any warranties which may apply.
  • 6.2 Where you have purchased the Software directly from us, we warrant that:
    • 6.2.1 the Resource and Software will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the Documents; and
    • 6.2.2 that the Documents correctly describe the operation of the Resource and Software in all material respects.
  • 6.3 If you notify us in writing of any defect or fault in the Resource or Software as a result of which it fails to perform substantially in accordance with the Documents, we will, at our sole option, either repair or replace the Resource or Software, provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.
  • 6.4 The warranty set out in clause 6.2 does not apply if the defect or fault in the Resource or Software results from;
    • 6.4.1 you having altered or modified the Software, Resource or Documents; and/or
    • 6.4.2 you having used the Resource, Software or Documents in breach of the terms of this EULA.
  • 6.5 We provide no representation or warranty of any kind, express or implied, as to any User Generated Content you have access to via our Portal.

7. USER GENERATED CONTENT

  • 7.1 We allow you to upload User Generated Content via our Portals. You are responsible for all Your Content, including its legality, reliability, and appropriateness.
  • 7.2 By uploading Your Content, you grant to us:
    • 7.2.1 a worldwide, non-exclusive, royalty-free, transferable, permanent and irrevocable licence to use, reproduce, distribute, prepare derivative works of, display, and perform Your Content in connection with any of our services and products and across different media including to promote our business;
    • 7.2.2 a worldwide, non-exclusive, royalty-free, transferable, permanent and irrevocable licence for other licensed users of our Resource and Software to use Your Content in accordance with the terms of the EULA.
  • 7.3 You retain any and all of your Intellectual Property Rights in Your Content and you are responsible for protecting those rights.
  • 7.4 You represent and warrant that:
    • 7.4.1 Your Content is yours (you own it) or you have the right to use it and grant us the rights and licence as provided in this EULA; and
    • 7.4.2 the uploading of Your Content does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
  • 7.5 We are not responsible for any User Generated Content. You expressly understand and agree that you are solely responsible for the User Generated Content and for all activity that occurs under your Account, whether done so by you or any third person using your Account.
  • 7.6 You may not transmit any User Generated Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable User Generated Content include, but are not limited to, the following:
    • 7.6.1 unlawful or promoting unlawful activity;
    • 7.6.2 defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups;
    • 7.6.3 spam, machine – or randomly – generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
    • 7.6.4 containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person;
    • 7.6.5 infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights;
    • 7.6.6 impersonating any person or entity including us and our employees and representatives;
    • 7.6.7 violating the privacy of any third person; and
    • 7.6.8 false information and features.
  • 7.7 We reserve the right, but not the obligation, to, in its sole discretion, determine whether or not any User Generated Content is appropriate and complies with this EULA, and refuse or remove the User Generated Content. We further reserve the right to make formatting and edits and change the manner any User Generated Content. We can also limit or revoke your use of the Service and/or Licensed Content, if you upload any objectionable User Generated Content.
  • 7.8 As we cannot monitor or control all User Generated Content, you agree to use Other User Content at your own risk. You understand that by using Other User Content, you may be exposed to information that you may find offensive, indecent, incorrect or objectionable.
  • 7.9 You agree that under no circumstances will we be liable in any way for any content, including any errors or omissions in any User Generated Content.
  • 7.10 Backups of User Generated Content.
    • 7.10.1 Although regular backups of User Generated Content are performed, we do not guarantee there will be no loss or corruption of the User Generated Content.
    • 7.10.2 Corrupt or invalid backup points may be caused by, without limitation, User Generated Content that is corrupted prior to being backed up or that changes during the time a backup is performed.
    • 7.10.3 We will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of User Generated Content. But you acknowledge that we haves no liability related to the integrity of any User Generated Content or the failure to successfully restore any User Generated Content to a usable state.
    • 7.10.4 You agree to maintain a complete and accurate copy of Your Content in a location independent of the Service and Licensed Content.

8. LINKS TO OTHER WEBSITES

  • Our Portals may contain links to third-party web sites or services that are not owned or controlled by us. We have no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or the Services. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

9. LIMITATION OF LIABILITY

  • 9.1 You accept responsibility for the selection of the Service and Licensed Content to achieve your intended results and acknowledge that the Service or Licensed Content has not been developed or designed to meet or support any individual requirements you have, including any particular cybersecurity requirements you might be subject to, or any regulated activity that you may be engaged in, including the provision of an online intermediation service, an online search engine or service that facilitates online interaction between users (such as, but not limited to, a social media platform) (each a Regulated Activity). If you use the Service and/or Licensed Content for any Regulated Activity you agree to comply with any requirements that apply to such Regulated Activity from time to time (including in any jurisdiction in which you operate or where the Regulated Activity is undertaken) and you shall defend, indemnify and hold us harmless against any loss or damage (including regulatory fines or penalties) costs (including legal fees) and expenses which we may suffer or incur as a result of your breach of this clause 9.1.
  • 9.2 Except for when you are our authorised reseller, you shall only use the Service and/or Licensed Content for internal use by your business, and you agree not to use the Service and/or Licensed Content for any resale purposes.
  • 9.3 We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the EULA or your use of the Service and/or Licensed Content for:
    • 9.3.1 loss of profits, sales, business, or revenue;
    • 9.3.2 business interruption;
    • 9.3.3 loss of anticipated savings;
    • 9.3.4 wasted expenditure;
    • 9.3.5 loss or corruption of data or information;
    • 9.3.6 loss of business opportunity, goodwill or reputation,
    • 9.3.7 where any of the losses set out in clause 9.3.1 to clause 9.3.6 are direct or indirect;
    • 9.3.8 any special, indirect or consequential loss, damage, charges or expenses; or
    • 9.3.9 any loss or damage (whether direct or indirect) of any kind incurred as a result of your use of any User Generated Content.
  • 9.4 Other than the losses set out in clause 9.3 (for which we are not liable), our maximum aggregate liability under or in connection with this EULA whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the amount actually paid by you for the Subscription in the 12 months preceding the breach. This maximum cap does not apply to clause 9.5.
  • 9.5 Nothing in this EULA shall limit or exclude our liability for:
    • 9.5.1 death or personal injury resulting from our negligence;
    • 9.5.2 fraud or fraudulent misrepresentation; or
    • 9.5.3 any other liability that cannot be excluded or limited by English law.
  • 9.6 This EULA sets out the full extent of our obligations and liabilities in respect of the Service and Licensed Content. Except as expressly stated in this EULA, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the Service and Licensed Content which might otherwise be implied into, or incorporated in, this EULA whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

10. TERMINATION

  • 10.1 We may terminate this EULA immediately by written notice to you if you commit a material or persistent breach of this EULA or any agreement with one of our authorised resellers, which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
  • 10.2 On termination for any reason:
    • 10.2.1 all rights granted to you under this EULA shall cease;
    • 10.2.2 you must immediately cease all activities authorised by this EULA; and
    • 10.2.3 you must immediately and permanently delete or disable interfaces to the Portal and the Software from all computer equipment in your possession, and immediately destroy, delete or return to us (at our option) all copies of the Licensed Content then in your possession, custody or control and, in the case of destruction or deletion, certify to us that you have done so.

11. COMMUNICATIONS BETWEEN US

  • 11.1 We may update the terms of this EULA at any time on notice to you in accordance with this clause 11. Your continued use of any part of the Service and Licensed Content following the deemed receipt and service of the notice under clause 11.3 shall constitute your acceptance to the terms of this EULA, as varied. If you do not wish to accept the terms of the EULA (as varied) you must immediately stop using and accessing the Service and Licensed Content on the deemed receipt and service of the notice.
  • 11.2 If we have to contact you, we will do so by email or by pre-paid post to the email address or the physical address as applicable that you provided in accordance with your order for the Subscription.
  • 11.3 Any notice:
    • 11.3.1 given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and
    • 11.3.2 given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.
  • 11.4 In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

12. EVENTS OUTSIDE OUR CONTROL

  • 12.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this EULA that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 12.2.
  • 12.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
  • 12.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this EULA:
    • 12.3.1 our obligations under this EULA will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
    • 12.3.2 we will use our reasonable endeavours to find a solution by which our obligations under this EULA may be performed despite the Event Outside Our Control.

13. OUR USE OF PERSONAL DATA

  • 13.1 Under applicable data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Service and Licensed Content and for what purposes and those individuals' rights in relation to their personal data and how to exercise them. This information is provided in www.avantiseducation.com/privacy-policy (Privacy Notice) and it is important that you read that information.
  • 13.2 We will process your personal information in accordance with our Privacy Notice and all applicable laws. You acknowledge and accept that if either you or we change or decide to transfer to a different authorised reseller then we will need (and you consent) to transfer all applicable information to them so as to enable them to assist you. We will use our reasonable efforts to notify you of any change by us of an authorised reseller.

14. OTHER IMPORTANT TERMS

  • 14.1 We may transfer our rights and obligations under this EULA to another organisation, but this will not affect your rights or our obligations under this EULA. You may only transfer your rights or your obligations under this EULA to another person if we agree in writing.
  • 14.2 This EULA and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.
  • 14.3 You acknowledge that in agreeing to this EULA you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this EULA, or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this EULA or any document expressly referred to in it.
  • 14.4 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
  • 14.5 Each of the clauses of this EULA operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.
  • 14.6 This EULA, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.
  • 14.7 This EULA may be translated into other languages by us however these original English text shall prevail in case of dispute.
  • 14.8 Other country specific terms may apply to you if you are located in one of the countries set out in Schedule 1 (Country Specific Terms). In the event that there is a conflict between the main body of this EULA and Schedule 1, Schedule 1 shall prevail to the extent of the conflict only.

Schedule 1 Country Specific Terms

Section 1 United States Specific Terms

DMCA Notice and DMCA Procedure for Copyright Infringement Claims

If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Licensed Content, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) in writing by email to our copyright agent at dmca@avantiseducation.com, with the following information (see 17 U.S.C 512(c)(3) for further detail):

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest.
  • A description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work.
  • Identification of the URL or other specific location within the Licensed Content where the material that you claim is infringing is located.
  • Your address, telephone number, and email address.
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Upon receipt of such DMCA notification, we will take whatever action, in our sole discretion we deem appropriate, including removal of the challenged content from the Licensed Content.

You may be held accountable for damages (including costs and legal fees) for misrepresenting that any Licensed Content is infringing your or any third party’s copyright.

United States Federal Government End Use Provisions

If You are a U.S. federal government end user, our Licensed Content is a “Commercial Item” as that term is defined at 48 C.F.R. §2.101.

Last updated: 23rd May 2025

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Cookie Policy

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