Contents
10. The extent of our liability to you.
By agreeing to the terms and conditions you confirm that as a TLM centre you will:
In these Terms, the following words and expressions have the following meanings:
“Agreement”
the agreement between you and us upon the terms set out in these Terms, the Terms of Site Use, Privacy Policies and Copyright Statement;
“Centre”
educational institution(s) as detailed in the Order Form;
“Conditions”
the standard terms and conditions of supply of the Service as set out in this document;
“Content”
materials (including but not limited to text, graphics, and software) at the Site;
“Contract Period”
the period for which you have committed to receiving the Service, as detailed in the Order Form, which period commences on the Start Date or such other date as may be agreed between us in writing;
“Fees”
the fees payable in respect of the Service, as detailed in the Order Form or as agreed between us in writing
“Learner”
a Student with access to the Service;
“Site”
the Site operated by us at www.theingots.org [1] and awards.theingots.org [2] via which you, Centres and the Learners can access the Service;
“Start Date”
the date we accept the Order Form by issuing you an invoice in respect of the initial Fees payable in respect of your chosen payment option;
“Student Data”
all information relating to Learners which we hold for the purpose of providing the Service.
“Student”
a pupil at a Centre;
“Terms of Site Use”
the terms governing the use of the Site by you, Centres and the Learners, which are displayed on the Site at www.theingots.org [1]
the Service.
“we”, “our” and “us”
refers to The Learning Machine Limited;
“you” and “your”
refers to the subscriber detailed on the Order Form;
In these Terms:
The Service is accessible using a standard Internet browser.
You must comply with all policy and procedures for both TLM and Ofqual as amended from time to time in relation to the use or operation of the Service, whether provided in hard copy or made available on the website(s) shown: https://theingots.org/community/ofqual_policies [3] and https://www.gov.uk/guidance/ofqual-handbook [4]
You will fully support TLM in its centre monitoring process, including, but not limited to, allowing named TLM representatives to complete access to records, premises and learners. This provision can include short or zero notice inspections requests.
You will ensure you comply with all relevant government legislation, including but not limited to, Data Protection, Equality, and Copyright with more information available on the TLM website https://theingots.org/community/OfqualTPs#government-legislation [5]
You will follow the required internal/external assessment requirements for TLM as shown in all applicable qualification specifications.
You will monitor, review, and appraise your operations to ensure compliance with TLM policy and procedures
You will ensure that enough resources, including personnel, are assigned to allow efficient and safe delivery of TLM qualifications.
You are responsible for compliance by your Centres and Students with these Terms, the Terms of Site Use.
You must not re-sell or offer in any manner to a third party the Service or use of or access to any facilities on the Learning site or Mark book site
We may:
You agree that we shall not be liable to you or any third party for any such modification or discontinuance save as provided by 12 below.
As a centre with an agreement with an Ofqual regulated Awarding Organisation – TLM, certain obligations apply to you.
On receipt of agreement of the fees offered, we will issue you an invoice for the initial Fees payable in respect of your chosen payment option. Invoices are payable within 21 days of the date thereof.
Fees are inclusive of Value Added Tax which you shall pay at the prevailing rate in addition and at the same time as payment of the Fees.
If you do not pay any invoice by its due date, we may terminate access to the Service by you or any Learner.
In so far as applicable to the Service, you and we shall comply with the Data Protection Act 2018 (GDPR) and any other applicable data protection legislation that may be in force or come into force during the continuance of the Agreement. In this clause, the terms “personal data”, “process” and “data subject” have the meanings given to them in the Data Protection Act 2018 (GDPR)
Our Privacy Policies explains how Student Data and other personal data will be treated. You warrant that you have all necessary authority and consent to provide the Student Data to us for use in connection with the Service.
Where, in connection with the Service, we process personal data on your behalf or on behalf of a Centre, we shall:
All intellectual property (including, without limitation, all copyright, database rights, rights in designs and inventions, trademarks (whether registered or unregistered)) in the Site, the Content, the Service.
You, Centres, Learners and their parents may only use the facilities provided on the websites during the Contract Period.
Any rights not expressly granted in the Agreement are reserved.
We warrant that:
We shall use reasonable endeavours to provide continuing availability of the Service, but we shall not, in any event, be liable for interruptions or downtime of the Service. We do not guarantee fault-free performance of the Service and you are entitled to the quality of performance generally provided by us from time to time to all users of the Service.
In the event of any defect in the Service that is notified to us in writing, our sole responsibility shall be to use reasonable endeavours to remedy the defect.
We accept no responsibility for the content of any web site to which there is a hypertext link from the Site. Such links are provided for your convenience on an “as is” basis with no warranty, express or implied, for the information provided within them
Save as expressly provided in the Agreement, we shall not be liable for any loss or damage (including, without limitation, loss of profit, opportunity, savings or any type of indirect, economic or consequential loss) arising in contract, tort or otherwise from the use of or inability to use the Service, or any Content, or from any action or decision taken as a result of using the Service or any Content. We do not exclude or restrict our liability for fraudulent misrepresentation or for death or personal injury resulting from our negligence.
You agree that our liability to you for any other loss or damage arising in relation to the Agreement shall be limited to an amount equal to the same proportion of the total Fees paid by you under the Agreement at the date of written notification by you to us of your claim (“the claim date?) as the period from the Start Date to the claim date bears to the Contract Period.
Nothing in the Agreement shall affect Learner’s legal rights as a consumer.
You understand that TLM has the right to refuse approval without the need to give reasons for their decisions.
You understand that on an annual basis TLM will ask that no material changes have occurred, and you are still fully compliant with all TLM policy and procedures.
You understand that your organisation must follow and comply with all policy and procedures, and failure to do so can lead to the application of sanctions in accordance with the published TLM policy and procedures.
The Agreement will commence on the Start Date and will continue for the Contract Period unless ended under 14 or 15 below.
We will notify you at least 1 month prior to the expiry of the Contract Period. You will have the option to renew provision of the Service for a further period or terminate the Service at the end of the current Contract Period.
Cancellation: If at any time during the Contract Period, you wish to stop receiving the Service, you may end the Agreement by not less than one month’s notice to us in writing. If you end the Agreement in this way, no refund of Fees which you have paid will be payable by us and you shall pay to us forthwith:
On termination of the Agreement for any reason, we will disable your administration account, teacher account and all Learner accounts.
You shall indemnify us in respect of all losses suffered by us as a result of any breach by you or any Centre or Learner of these Terms or the Terms of Site Use.
Notwithstanding anything contained in the Agreement we shall not be liable for failure or delay in performing any of our obligations under the Agreement because of any cause beyond our reasonable control (including but not limited to (a) decision of any court or other judicial body of competent jurisdiction, (b) unavailability of equipment, power or other commodity, (c) failure or non-availability of Internet or telecommunications facilities, computer hardware or software, (d) act of God, war, riot, terrorist attack, civil commotion, malicious damage, fires, flood or storm (e) strikes or other industrial disputes (whether involving our workforce or that of any other party) or (f) acts of government or other prevailing authorities or default of suppliers, sub-contractors or other third parties).
You shall not assign any of your rights or obligations under the Agreement without our prior written consent. We may assign any or all our rights and obligations under the Agreement to a person who acquires the whole or a substantial part of our business in which event it shall be sufficient for us to give notice to you of the assignment.
Any notice under the Agreement shall be made via regular mail or fax or email to the address for the party being given the notice last known to the party giving the notice. Notice served by post shall be deemed served on the second business day after the date of posting. Notice served by fax or email shall be deemed served on the next business day after the date of transmission and shall be confirmed by regular mail.
Any failure by us to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.
You and we agree that we do not intend any third party (including specifically any Student or parent) to have any right to enforce any of the provisions of these Terms pursuant to the Contracts (Rights of Third Parties) Act 1999.
You agree that in entering into the Agreement, you do not do so based on, and do not rely on, any representation, warranty or other provision except as expressly set out in these Terms.
The Agreement operates to the exclusion of any other agreement or understanding of any kind between you and us preceding the date of the Agreement and in any way relating to the subject matter of the Agreement. The Agreement constitutes the whole agreement and understanding between you and us as to the subject matter hereof and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to herein.
If any provision of the Agreement is found by a court of competent jurisdiction to be unenforceable or invalid in any way such unenforceability or invalidity shall in no way impair or affect any other condition, all of which shall remain in full force and effect.
The Agreement shall be governed by the laws of England and Wales. You and we agree to submit to the exclusive jurisdiction of the English Courts.
Links
[1] http://www.theingots.org/
[2] http://www.awards.theingots.org/
[3] https://theingots.org/community/ofqual_policies
[4] https://www.gov.uk/guidance/ofqual-handbook
[5] https://theingots.org/community/OfqualTPs#government-legislation
[6] https://theingots.org/community/ofqualCofI
[7] https://theingots.org/community/QCF5.29-5.32
[8] https://theingots.org/community/Sanctions2019