Schoolshape Terms & Conditions

  1. Your relationship with Schoolshape
  1. Your use of Schoolshape’ products, software, services and/or websites (referred to as “the  Services”) as set out in this agreement or as provided to You from time to time, are subject to the terms and conditions of this agreement (the “Terms”).
  2. “Schoolshape” means Schoolshape Limited trading as Schoolshape whose principal place of business is at La Garenne, Le Catillon, Grouville, Jersey JE3 9UR.
  3. “Terms” as defined in clause 1.2.
  4. “The Services” as defined in clause 1.1.
  5. The Terms form a legally binding agreement between you and Schoolshape in relation to your use of the Services. It is therefore important that you take the time to read them carefully.

  1. Accepting these Terms
  1. In order to use the Services, you must first agree to accept that the Terms. You may not use the Services if you do not accept these Terms.
  2. You can accept the Terms by:
  1. Signing this document;
  2. clicking to accept or agree to these Terms, where this option is made available to you by Schoolshape in the user interface for any Service; or
  3. by making use of the Services. In this case, you understand and agree that Schoolshape will treat your use of the Services as acceptance of these Terms from that point onwards.
  1. You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Schoolshape, or

(b) you are a person barred from receiving the Services under the laws of the Island of Jersey or other countries including the country in which you are resident or from which you use the Services.

  1. Language of the Terms
  1. The English language version of these Terms shall take precedence over any translation, whether or not such translation is provided by Schoolshape or not, of these Terms into any other language. Schoolshape excludes to maximum permissible extent under the Laws of Jersey or any other jurisdiction, any liability arising due to any translation error, or conflict with the English language version.
  2. Where Schoolshape has provided you with a translation of the English language version of these Terms, then you agree that the translation is provided for your convenience only.
  3. If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.

  1. Provision of The Services by Schoolshape
  1. You acknowledge and agree Schoolshape may sub-contract, at its sole discretion, the provision of the whole or part of the Services to its subsidiaries and affiliated legal entities around the world (“Subsidiaries and Affiliates”).
  2. Schoolshape is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of The Services which Schoolshape provides may change from time to time without prior notice to you provided that the functionality or availability of the The Services will not substantially decrease from the The Services as at the date of these Terms.
  3. You acknowledge and agree that while Schoolshape may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any the Services, that such fixed upper limits may be implemented by Schoolshape at any time, at Schoolshape’s  sole discretion.

  1. Use of The Services
  1. In order to access the Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process, or as part of your continued use of the Services. You agree that any registration information you give to Schoolshape will always be accurate, correct and up to date.
  2. You agree to use the Services only for purposes that are permitted by (a) these Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the Island of Jersey or other relevant countries).
  3. You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Schoolshape, unless you have been specifically permitted to do so in a separate written agreement with Schoolshape. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including but not limited to use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file provided by Schoolshape as part of the Services.
  4. You agree that you will not engage in any activity, inconsistent with these Terms or the user instructions, that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
  5. Unless you have been specifically permitted to do so by way of a separate written agreement with Schoolshape, you agree that you will not reproduce, reverse engineer, duplicate, copy, sell, trade or resell or otherwise imitate the Services for any purpose.
  6. You agree that you are solely responsible for (and that Schoolshape has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Schoolshape may suffer) of any such breach to the extent that such consequences (including loss or damage) were not caused or contributed to by Schoolshape and its Subsidiaries and Affiliates as a result of their negligence or breach of these Terms.

  1. Multi­user provisions
  1. Only your employees, students and others, each as authorised by both us and you shall be entitled to access and use the the Services ("Authorised Users").
  2. You must ensure that each person having access to the The Services:
  1. is an Authorised User; and
  2. is using those the Services strictly in accordance with the Terms.

  1. Your passwords and account security
  1. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account You or your Authorised Users use to access the Services.
  2. Accordingly, you agree that you will be solely responsible to Schoolshape for all activities that occur under your account to the extent that such activity was not caused or contributed to by Schoolshape and its Subsidiaries and Affiliates as a result of their negligence or breach of these Terms.
  3. If you become aware of any unauthorized use of your password or of your account, you agree to notify Schoolshape immediately at info@schoolshape.com.

  1. Privacy and your personal information
  1. For information about Schoolshape’ data protection practices, please read Schoolshape’ privacy statement at schoolshape.com/data-protection. This statement explains how Schoolshape treats your personal information, and protects your privacy, when you use The Services. A copy of Schoolshape’s privacy statement is incorporated into these Terms.
  2. You (including your Authorised Users) and Schoolshape (including its Subsidiaries and Affiliates) separately agree to the use of your data in accordance with Schoolshape’s Privacy Statement.

  1. Content in the Services

You agree that you are solely responsible for (and that Schoolshape has no responsibility to you or to any third party for) any content that you or your Authorised Users create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Schoolshape may suffer) by doing so to the extent that such consequences (including loss or damage) were not caused or contributed to by Schoolshape and its Subsidiaries and Affiliates as a result of their negligence or breach of these Terms.

  1. Payment
  1. If paying online, your credit/debit card will be debited when you click "Submit Order". You will then be entitled to use the Schoolshape Language Lab service for which you have paid.
  2. If paying online using credit/debit card, you will be entitled to use the Schoolshape Language Lab service as soon as Schoolshape receives payment confirmation from your card issuer. If you are not using your own credit/debit card to pay for the Schoolshape service, you must ask the permission of the credit/debit card holder before entering the payment details. By clicking "Submit" you are confirming that you have obtained the express prior permission of the credit/debit card holder.
  3. If paying by bank transfer, you will be entitled to use the Schoolshape Examination Entry / Schoolshape Language Lab service as soon as Schoolshape receives payment confirmation from its bank.
  4. If paying by cheque, you will be entitled to use the Schoolshape Examination Entry / Schoolshape Language Lab service as soon as Schoolshape receives confirmation from its bank that the cheque has been cleared.

  1. License from Schoolshape
  1. Schoolshape gives you a personal, worldwide, royalty­-free, non-­assignable and non­-exclusive licence to use the software provided to you by Schoolshape as part of the Services (referred to as the “Software” below). This licence is for the sole purpose of enabling you and your Authorised Users to use and enjoy the benefit of the Services as provided by Schoolshape, in the manner permitted by the Terms. Schoolshape warrants that it has the rights to provide the above licence in relation to the Software to You and that such Software and the Services do not infringe the intellectual property rights of any third party.
  2. You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Schoolshape, in writing.
  3. Unless Schoolshape has given you specific written permission to do so, you may not assign (or grant a sub­-licence of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

  1. Educational Resources licence from you
  1. You retain copyright and any other legal or beneficial rights (whether registered or unregistered) you already hold in Educational Resources which you submit, post or display on or through,

the Services. Only by You specifically electing to submit, post or display the Educational Resources (including which other users may access those Educational Resources) you give Schoolshape a worldwide, royalty­-free, and non-­exclusive licence to reproduce, publish, publicly perform, display and distribute any Educational Resources which you submit, post or display on or through, the Services. This licence is for the sole purpose of providing You with the the Services.

  1. You agree that this licence includes a right for Schoolshape to make such Educational Resources available to other schools, companies, organizations or individuals with whom Schoolshape has relationships if You specifically elect to do so in the sharing option.
  2. You understand that Schoolshape, in performing the required technical steps to provide The Services to our users, may (a) transmit or distribute your Educational Resources over various public networks and in various media; and (b) make such changes to your Educational Resources as are necessary to conform and adapt the Educational Resources to the technical requirements of connecting networks, devices, services or media. You agree that this licence shall permit Schoolshape to take these actions.
  3. You confirm and warrant to Schoolshape that you have all the rights, power and authority necessary to grant the above licence.

  1. Software updates
  1. The Software which you use may automatically download and install updates from time to time from Schoolshape. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Schoolshape to deliver these to you) as part of your use of The Services.

  1. Ending your relationship with Schoolshape
  1. The Terms will continue to apply until terminated by either you or Schoolshape as set out below.
  2. If you want to terminate these Terms, you may do so by (a) notifying Schoolshape at any time and (b) closing your accounts for all of The Services which you use. Your notice should be sent, in writing, to Schoolshape’ address which is set out at the beginning of these Terms.
  3. Schoolshape may at any time, terminate these Terms if:
  1. you have breached any provision of the Terms (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
  2. Schoolshape is required to do so by law (for example, where the provision of The Services to you is, or becomes, unlawful); or
  3. Schoolshape is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or
  4. the provision of the Services to you by Schoolshape is, in Schoolshape’s opinion, no longer commercially viable.
  1. Nothing in this Section shall affect Schoolshape’ rights regarding provision of Services under Section 4 of the Terms.
  2. When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Schoolshape have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 18.7 shall continue to apply to such rights, obligations and liabilities indefinitely.

  1. EXCLUSION OF WARRANTIES
  1. NOTHING IN THESE TERMS, INCLUDING SECTIONS 14 AND 15, SHALL EXCLUDE OR LIMIT Schoolshape’s WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
  2. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF the Services IS AT YOUR SOLE RISK AND THAT The Services ARE PROVIDED "AS IS" AND “AS AVAILABLE.”
  3. IN PARTICULAR, subject to Schoolshape’s (including its Subsidiaries’ and Affiliates’) compliance with these Terms, Schoolshape, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
  1. YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS;
  2. YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;
  3. ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; AND
  4. THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
  1. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT subject to Schoolshape’s (including its Subsidiaries’ and Affiliates’) compliance with the Terms, YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
  2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Schoolshape OR THROUGH OR FROM The Services SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
  3. OTHER THAN FOR ANY WARRANTIES AND CONDITIONS SET OUT IN THE TERMS, Schoolshape FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON­INFRINGEMENT.

  1. LIMITATION OF LIABILITY
  1. SUBJECT TO OVERALL PROVISION IN PARAGRAPH 15.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT SCHOOLSHAPE, ITS SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE TO YOU FOR:
  1. ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
  3. ANY LOSS OR DAMAGE INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
  1. ANY CHANGES WHICH Schoolshape MAY MAKE TO The Services OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF the Services (OR ANY FEATURES WITHIN The Services);
  2. THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF Schoolshape  Subscription Services;
  3. YOUR FAILURE TO PROVIDE Schoolshape WITH ACCURATE ACCOUNT INFORMATION;
  4. YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
  1. THE LIMITATIONS ON Schoolshape’ LIABILITY TO YOU IN PARAGRAPH 15.1 ABOVE SHALL APPLY WHETHER OR NOT Schoolshape HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
  1. Other content
  1. The Services may include hyperlinks to other web sites or content or resources. Schoolshape has no control over any web sites or resources which are provided by third parties or products that may infringe third party rights or be in breach of applicable laws.
  2. You acknowledge and agree that Schoolshape is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
  3. You acknowledge and agree that Schoolshape is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

  1. Changes to the Terms
  1. Schoolshape may make changes to the Terms from time to time. When these changes are made, Schoolshape will make a new copy of the Terms available at http://www.schoolshape.com.
  2. You understand and agree that if you use the Services after the date on which the Terms have changed, Schoolshape will treat your use as acceptance of the updated Terms.

  1. General legal terms
  1. You agree that Schoolshape may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on its website.
  2. You agree that if Schoolshape does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Schoolshape has the benefit of under any applicable law), this will not be taken to be a formal waiver of Schoolshape’ rights and that those rights or remedies will still be available to Schoolshape.
  3. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
  4. You acknowledge and agree that each member of the group of companies to which Schoolshape is affiliated shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
  5. The Terms, and your relationship with Schoolshape under the Terms, shall be governed by the laws of the Island of Jersey without regard to its conflict of laws provisions. You and Schoolshape agree to submit to the exclusive jurisdiction of the courts located within the Island of Jersey to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Schoolshape shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.