Terms & Conditions

Agreement and Parties
Definitions
Provision of the Service
Warranty
Changes to the Service
Setting up Learner Accounts
ID, Usernames and Passwords
Training
Payment
Contract Period
Data Protection
Intellectual Property
Early termination
Default termination
Indemnity
Force Majeure
Assignment
Miscellaneous

Terms of Service

Arcadu is a product of Learning With Games Limited, a company registered in England under company number 7427257 whose registered office is 170 High Street, Gorleston, Norfolk, England, NR31 6RG.

This document will set out the terms and conditions of the use of Arcadu and the responsibilities of both parties.

Learning With Games Ltd may change these terms and conditions at any time by posting changes online and notifying users electronically. Your continued use of Arcadu after notification of changes has been posted means you accept and agree to be legally bound by the amended terms.

These terms and conditions shall be governed in accordance with English Law.

1. Agreement and Parties

The Agreement takes effect from the Start Date and is made between you, the subscriber detailed on the Order Form, representing your organisation and us, Learning With Games Limited providing the product Arcadu.

By signing and returning to us the Order Form, sending to us any Student Data or using the Service you are deemed to have accepted these Terms of Service, the Terms of Site Use and Privacy Policies. Please read each of these before signing the Order Form or using the Service. No variation to these Terms of Service or the Order Form shall be binding unless in writing and signed by us. If there is any conflict between the Terms of Site Use and these Terms of Service, then the latter shall prevail. If you are entering into a Contract for greater than one year on an annual payment basis, you are accepting that you will be paying for each of the years in advance and that in the event that you wish to cancel the agreement you will be bound by our termination policy (see clause 13)

You confirm that all the information supplied by you on the Order Form is accurate. We are not obliged to accept any order.

Nothing in this agreement shall affect your statutory legal rights as a consumer.

2. Definitions

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 and entered into upon receipt and acceptance of a signed order form;

"Centre" educational institution(s) as detailed on 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, audio, animations, video and software) at the Site;

"Contract Period" the period for which you have committed to receive the Service, as detailed on 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;

"Learner" a Student with access to the Service;

"Order Form" the order form detailing your Service subscription and information about you;

"Privacy Policies" our web site Privacy Policy which can be found on the Site;

"MIS Compatible Software" the software provided by us to you in order to enable you to export Student Data via your school management software;

"Service" the provision of on-line learning materials for use by Learners to revise and practice for exams and to enable Centres, teachers and parents to track the usage and progress of Learners and set homework challenges;

"Site" the Site operated by us at www.Arcadu.com via which you, Centres and the Learners can access the Service;

"Start Date" the date we accept the Order Form by issuing to you an invoice in respect of the appropriate fees payable in respect of your contract period;

"Student Data" all information relating to Learners which we hold for the purpose of providing the Service, as more particularly described in the Privacy Policy;

"Student" a pupil at a Centre with access to Arcadu;

"Terms of Site Use" the terms governing use of the Site by you, Centres and the Learners, which are displayed on the Site at www.arcadu.com

"User Guide" the User Guide to be supplied to you by us, giving detailed instructions as to how to access and use the Service.

"we", "our" and "us" refers to Learning With Games Limited;

"you" and "your" refers to the subscriber detailed on the Order Form;

In these Terms:

words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing bodies corporate, corporations, unincorporated associations and partnerships and vice-versa, words importing the singular shall be treated as importing the plural and vice-versa, and words importing whole shall be treated as including a reference to any part thereof.
clause headings are inserted for ease of reference only and do not affect construction;

3. Provision of the Service

Arcadu is accessible using a standard Internet browser. Details of how to set up the Service are contained in the User Guide. You shall ensure that the Uniform Resource Locator of the Site (http://www.Arcadu.com) is included on any list you may maintain of permitted web sites, and that this URL is not included on your list of banned web sites.

You shall ensure that the technical check as detailed in the User Guide is carried out by a suitably experienced and qualified individual. If you experience difficulty in setting up or accessing the Service, please contact us immediately.

You must comply with all procedures and policies which we may issue from time to time in relation to the use or operation of the Service, including those set out in the User Guide.

You are responsible for compliance by your Centres and Students with these Terms, the Terms of Site Use and Privacy Policies.

You must not re-sell or offer in any manner to a third party the Service or use of or access to any Content.

4. Warranty

We warrant that we have all necessary rights to grant to you the licence to use the Service and the MIS Compatible Software.

We shall make all reasonable endeavours to ensure that Arcadu is accessible 24 hours a day, 7 days a week, save for scheduled routine maintenance and circumstances beyond our reasonable control. It may be necessary to suspend, temporarily or permanently, access to the system without notice. We will not be liable if for any reason the system is unavailable at any time or for any period.

Arcadu is designed as a homework solution and as an aid to revision and assessment and all endeavours are made to continually ensure the content in the system provides a valuable educational experience. No warranty, express or implied, is given as to the effectiveness of such material as an educational tool, and we do not accept any liability for unsatisfactory examination results.

Any defects or errors in the system should be notified to us in writing and we will make all reasonable efforts to make necessary amendments to remedy the defect within a reasonable timescale.

We shall not be liable for any loss or damage from the use of or inability to use the system, or any revision material contained in it, or from any resulting action or decision taken as a result of using the material or analysis.

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.

5. Changes to the Service

We may:

For operational reasons, modify the technical specification of the Service, provided that any change to the technical specification does not materially adversely affect the performance of the Service; or
Discontinue, temporarily or permanently, any part of the Service after giving reasonable notice to you of our intention to do so.

You agree that we shall not be liable to you or any third party for any such modification or discontinuance save as provided by clause 13 below.

6. Setting up Learner Accounts

In order for Students to be able to access and use the Service, we require the Student Data as set out in the User Guide. Information on how to use the MIS Compatible Software to export data about Students automatically and in bulk is set out in the User Guide and on our website. The MIS Compatible Software is provided "as is" without express or implied warranty of any kind. We cannot be responsible for any damage to your computer system or data resulting from use of the MIS Compatible Software.

You are responsible for the accuracy of the Student Data and updating Learner accounts. You shall ensure that the Student Data is up to date and accurate and are responsible for promptly updating any inaccurate or out of date information.

We will use reasonable endeavours to set up Learner accounts by the next working day after Student data is received.

6. Setting up Learner Accounts

We will use reasonable endeavours to set up Learner accounts by the next working day after Student data is received.

7. ID, Usernames and Passwords

Each Centre will be allocated a unique ID number which the Centre and all Learners will need in order to access the Service. It is your responsibility to ensure that the Centre's ID number is well publicised throughout the Centre(s).

You will be provided with an administration account and will be required to set up teacher accounts. Details of how to set up these accounts are contained in the User Guide. You will need to allocate a different username and password for each of these accounts. You are responsible for ensuring that any such usernames and passwords remain confidential and secure and are fully responsible for all activities which occur under such usernames and passwords including all content added to the site by these users.

Learners will be provided with a unique User ID which will allow them to access their Learner Account. You are responsible for ensuring that all Learners are aware of the Centre ID and their User ID and know how to use these to access the Site.

You are responsible for ensuring all records and data for teacher and learner accounts is removed from the site when they no longer work or study at your centre.

8. Training

Following any training or demonstration we provide, you are responsible for any further whole school training of teachers, students and parents.

Materials are provided to support this training and are available for download from the support area on the website once logged in.

9. Payment

On receipt of a signed order form we will create and issue an invoice as per the agreed fees stated for the term of contract.

If you have chosen a Contract Period of more than one year on an annual payment basis, Fees for subsequent years are payable annually in advance. We will invoice you one month prior to the expiry of each year of the Contract Period for the Fees due in respect of the following year.

Invoice terms are strictly 30 days of the date of invoice. None receipt of payment within the term may result in the termination of access to the system for your school.

Fees are exclusive of Value Added Tax which you shall pay at the prevailing rate in addition and at the same time as payment of the Fees.

10. Contract Period

This agreement will commence on the Start Date and will continue for the agreed contract period, unless ended under early termination (see clause 13).

We will notify you a minimum of 1 month before expiry of the current contract to offer the option to renew subscription for a further period or terminate the subscription at the end of the current contract.

11. Data Protection

Learning With Games will operate within and comply with the Data Protection Act 1998 in all instances and requires full adherence by you and any associated users.

Please ensure you have read and understand our separate privacy policy which contains full details of our and your obligations to safeguarding student data.

12. Intellectual Property

All intellectual property for the design and construction of the system, the database, the website, the educational content, the supporting services, the documentation and any other materials provided by us to you as part of the provision of service is owned in entirety by us.

By completing the order form you, authorised by your school (or other educational establishment), enter into a fixed term licence agreement to access Arcadu.

The licence grants fair use of the system for the purposes of homework, revision, assessment and teaching purposes only.

Subscribers to the service may access content for personal non-commercial use only.

Users may not copy, download, replicate, distribute, transmit, modify, publically show/demonstrate or print any materials, either in part or full, of the Arcadu materials without the prior written consent of Learning With Games Ltd.

13. Early termination

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. In the case of a 1 year contract or a 3 year contract with single payment please be aware that by voluntarily ending this agreement in this way, you will only be entitled to a refund for 50% of unused subscription months rounded down to the nearest full month and you shall pay to us forthwith any Fees which are due or in arrears at the time the Agreement is ended.

In the case of a 3 year contract with annual payment any discount will be revoked should the full term not be completed please also be aware that by voluntarily ending this agreement in this way, you will only be entitled to a refund for 50% of unused subscription months rounded down to the nearest full month and you shall pay to us forthwith any Fees which are due or in arrears at the time the Agreement is ended.

Bulk Purchase Agreement: Where you are a Centre, if at any time during the Contract Period your local education authority, city learning centre or other educational body enters into a separate agreement with us for the provision of the Service to you and perhaps a number of other Centres, then we will notify you and you may end the original Agreement. If you end the original Agreement in this way, we shall credit you an amount equal to the same proportion of the total Fees which you have paid under the Agreement at the date the Agreement ends as the relevant period (defined below) bears to the Contract Period. If you do not wish to end the original Agreement you should notify us in writing within not less than one calendar month and you should not accept any rebate in respect of the original Agreement.

Discontinuance: If for any reason we discontinue provision of the Service, we may end the Agreement by not less than one month's notice to you in writing. If we end the Agreement in this way, we shall credit you with an amount equal to the same proportion of the total Fees which you have paid under the Agreement at the date the Agreement ends as the relevant period (defined below) bears to the Contract Period.

For the purpose of this clause, the relevant period shall be:

in the case of a 1 year contract or a 3 year contract with single payment – the period between the date the Agreement ends and the end of the Contract Period rounded down to the nearest number of full months, or
in the case of a 3 year contract with annual payment – the period between the date the Agreement ends and the end of the current year in respect of which payment has been made rounded down to the nearest number of full months.

Subject to this, we shall have no further liability to you or any Centre or Leaner as a result of such discontinuance.

14. Default termination

We may, by notice to you having immediate effect, terminate the Agreement if you commit a serious breach of any of your obligations under the Agreement or fail to pay any Fee for a period of 14 days from the date such Fee is due. If we end the Agreement in this way, you shall (without prejudice to any other remedy which we may have) pay to us forthwith an amount calculated as per 13 above as if you had given notice that you wish to stop receiving the Service.

On termination of the Agreement for any reason, we will disable your administration account, teacher account and all Learner accounts.

full details of our and your obligations to safeguarding student data.

15. Indemnity

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.

16. Force Majeure

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). In such an event we shall provide prompt information indicating the estimated duration of the event of force majeure and shall use all reasonable efforts to mitigate the effects of such event of force majeure. In the event that this agreement cannot be performed or our obligations fulfilled due to a reason of force majeure for a continuous period of 3 months then you may, at your discretion, terminate this agreement by notice in writing at the end of this period and be entitled to refund as per termination (clause 13).

17. Assignment

You shall not assign any of your rights or obligations under the Agreement without our prior written consent. We may assign any or all of 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.

18. Miscellaneous

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 on the basis of, 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