Terms of Sale (Licence Agreement)

This Agreement sets out the terms on which you may access and use our Platform (defined below) and is entered into between:

1.       the company or individual named on the Order confirmation that we will send to following purchase of the licence(s) (“you”) and

2.      Thinking & Writing Ltd, a company registered in England and Wales with company number 07569246 whose registered office is at 2, Ranelagh Road, Winchester, SO23 9TA and registered VAT number is 522120508 (“us” or “we”)

Please read this Agreement carefully before you proceeding with your purchase or accessing the Platform to ensure that you are comfortable with its terms, particularly the provisions relating to liability.

1. Definitions and interpretation

1.1 In this Agreement the following highlighted terms shall have the meanings set out below:

Agreement: means the provisions of the Order, this Licence Agreement, the Terms of Use and the Privacy Policy. In the event of any conflict between the provisions of the individual documents named then the order of precedence shall be the order in which such documents appear in this definition;

Fee: means the licence fee(s) payable in advance in respect of the Licence(s) purchased as set out in the Order confirmation;

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, 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;

Licence: the licence(s) to access the Platform which you purchase or which are granted to you on a trial basis in an Order;

Licence Period: a period of twelve months commencing on the date the Licence is activated by the User logging onto the Platform, provided that such activation occurs within 24 months of the date the Licence is purchased (as evidenced by the relevant Order confirmation) or unless otherwise agreed in writing;

Order: means your purchase of a Licence(s) to access the Platform which is made via our website at www.writingmachine.com or which are otherwise executed in writing on behalf of both parties, details of which are set out in the Order confirmation that we will email to you upon commencement of this agreement. Each Order shall be subject to the terms of the Agreement;

Platform: means our e-learning platform at www.writingmachine.com including any text, information, data, software, executable code, images, audio, or video material in any medium or form which is available at that link and any services we provide to you in connection;

Terms of Use: means the terms governing any access to or use of the Platform by any person which are available at www.writingmachine.com/terms as amended from time to time in accordance with this terms;

User: the individual who you assign to use each Licence who will be required to insert certain information in order to activate the Licence and access the Platform, namely, their name, email address, a password and an optionally coupon code if they are part of a cohort of learners.

1.2  Any words following use of the term including, or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.

2. Contacting each other

2.1 You can contact us by telephoning our customer service team at +44 77 95 614 555 or by writing to us at paul@writingmachine.com or to the postal address set out at the start of this Agreement.

2.2 If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us at the time of your Order, as set out in the Order confirmation. Please let us know by sending us a notification in accordance with Clause 2.1 if these details change.

3. Our agreement with you

3.1 Our Agreement with you will commence when you have paid the Fee or, for cohorts, opted to generate an invoice for the Fee (in which case the invoice is payable within 30 days of issue) and when we have emailed you an Order confirmation. The Agreement will continue until expiry of the Licence Period in respect of all Licences specified in the Order unless terminated earlier in accordance with Clause 10.

3.2 For cohorts, the Order confirmation will include a unique coupon number together with instructions for activating the Licence(s) purchased. It will help us if you can tell us the coupon number whenever you contact us about your Order or any individual Licence.

3.3 Where more than one Licence has been purchased, you agree that the Administrator identified in the Order confirmation shall be responsible for sending each User the instructions that we will provide for the activation of each Licence. You also agree that the Administrator is authorised on your behalf to receive information about the Licences purchased including the progress of each User. You are solely responsible for ensuring that you have the necessary consent from each User and for the Administrator for us to process the information about them that you provide to us in this way.

4. Grant of licence

4.1 Subject to payment of the Fee, we hereby grant to you a non-transferable, non-exclusive licence for each User to access the Platform for the duration of the relevant Licence Period subject to the provisions of this Agreement.

4,2 There may only be one User per Licence, and User information may not be shared. It is a condition of the Licence that each User confirms its acceptance of the Terms of Use.  You shall be responsible for any User breach of the Terms of Use.

4.3 We retain ownership of all Intellectual Property Rights in the Platform.

4.4 Neither you nor any User may sub-licence or assign, in whole or in part, of any of the rights granted under this Agreement, without our prior written consent.

5. Co-branding

5.1 If the Order confirmation indicates that you have purchased the Co-Branding option, then the Platform will (when it is accessed by your Users or Administrator only) include the logo and branding which you provide to us (“Customer IPR”), in which case the following terms shall apply:

a)     You agree to provide us with any information or assistance we reasonably require to enable us to co-brand the Platform to your reasonable satisfaction;

b)     Any updates to the content of the Platform that you require may be subject to an additional charge which shall be agreed between the parties;

c)      You hereby grant us a non-exclusive licence to use the Customer IPR for the purposes described herein for the duration of the Agreement; and

d)     You undertake to defend us from and against any claim or action that the provision, receipt or use of the Customer IPR (wholly or in part) infringes any intellectual property right of a third party (“IPR Claim”) and shall be responsible for any losses, damages, costs (including all legal fees) and expenses incurred by or awarded against us as a result of, or in connection with, any such IPR Claim.

We will comply with your reasonable instructions as to how the Customer IPR should appear on the Platform.

6. Suspension

6.1 We may suspend access to the Platform if:

a) we reasonably believe that you or a User has breached a material provision of the Agreement; or

a)     use of the Platform by you or a User infringes the Intellectual Property Rights of any third party or breaches any applicable law or regulation; or

b)     we or our suppliers need to maintain the Platform or the underlying infrastructure on which it is hosted; or

c)      we wish to update the Platform or its content to comply with any changes in relevant laws or regulations or to improve its content or performance.

6.2 We will endeavour to contact you before suspending access to the Platform unless in case of an emergency.

6.3 In the event of a suspension pursuant to clause 6.1(b) we may, at our option either:

a)     provide you with an alternative Platform so as to avoid the infringement or breach (but provide you with substantially the same features and functionality described herein); or

b)     terminate the Agreement immediately on written notice.

7. Your obligations

7.1 You shall comply, and shall be responsible for ensuring that each User complies, with the Terms of Use.

7.2 You shall comply with all applicable laws in respect of your rights and obligations under this agreement.

7.3 If you become aware of any misuse of any Platform, or any security breach in connection with this agreement that could compromise the security or integrity of the Platform or otherwise adversely affect us, you shall, at your expense, promptly notify us and fully co-operate with us to remedy the issue as soon as reasonably practicable. We may suspend your rights under this agreement until the misuse or security breach is remedied.

8. Our rights to make changes

8.1 We may update or change the Platform at any time.

9. Delays outside our control

9.1 If access to the Platform is delayed or interrupted by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay or interruption. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us in accordance with Clause 2.1 to end the Agreement and receive a refund for any Platform you have paid for but not received.

10. Termination

10.1 You can always end your Agreement with us. Your rights when you end the Agreement will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the Agreement.  If you are ending the Agreement for a reason set out at (a) to (e) below then the Agreement will end immediately and, if you are a consumer, we will refund you in full for any Licences which have not been activated:

a)     we have told you about an upcoming change to the Platform or the Agreement which you do not agree to;

b)     we have told you about an error in the Fee or description of the Platform you have ordered and you do not wish to proceed;

c)      there is a risk that availability of the Platform may be significantly delayed because of events outside our control;

d)     we have suspended supply of the Platform for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 7 consecutive days; or

e)     you have a legal right to end the Agreement because of something we have done wrong.

If you wish to end the Agreement for any reason you must notify us in writing in accordance with Clause 2.1

10.2 Exercising your right to change your mind (Consumer Contracts Regulations 2013). If you are a consumer then you have a legal right to change your mind within 14 days of entering into this Agreement and receive a refund of the Fee in relation to any Licence that has not yet been activated by that time.

10.3 Ending the Agreement where we are not at fault and there is no right to change your mind. Even if we are not at fault and you do not have a right to change your mind under clause 10.2 you can still end the Agreement before it is completed, but you will not be entitled to a refund of the Fee.

10.4 We may end the Agreement if you break it. We may end the Agreement for the Platform at any time by writing to you if you breach the provisions of this Agreement including the Terms of Use, in which case we will not be liable to refund the Fee.

10.5 We may withdraw the Platform. We may write to you to let you know that we are going to stop providing the Platform. We will let you know at least 2 months in advance of our stopping the supply of the Platform and will refund any Fees you have paid in advance for Licences which have not be activated or which have at the date of termination have been active for less than 12 months.

11. If there is a problem with the platform

11.1 How to tell us about problems. If you have any questions or complaints about the Platform, please contact us at the details set out in Clause 2.1.

11.2 Summary of your legal rights. We are under a legal duty to supply the Platforms in conformity with this Agreement. See the box below for a summary of your key legal rights in relation to the Platform. Nothing in these terms will affect your legal rights.

Summary of your key legal rights. This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.

The Platform we are supplying to you is digital content. The Consumer Rights Act 2015 says that, if you are a consumer, then digital content must be as described, fit for purpose and of satisfactory quality:

  • if your digital content is faulty, you’re entitled to a repair or a replacement.

  • if the fault can’t be fixed, or if it hasn’t been fixed within a reasonable time and without significant inconvenience, you can get some or all of your money back

  • if you can show the fault has damaged your device and we haven’t used reasonable care and skill, you may be entitled to a repair or compensation

12. Fee and payment

12.1 Neither you nor any User or Administrator may access the Platform or activate any Licence until we have received payment of the Fee. If you have opted to pay the Fee by generating an invoice rather than paying online and you do not pay the invoice by the due date then we may charge interest to you on the overdue amount at the rate of 3% a year above the base lending rate of Barclays Bank PLC from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.

12.2 If you think an invoice is wrong please contact us promptly in accordance with Clause 2.1 to let us know and we will not charge you interest until we have resolved the issue.

13. Our responsibility for loss or damage suffered by you

13.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Agreement or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Agreement was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

13.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Platform.

13.3 If the Platform damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

13.4 Subject to clause 13.2, our maximum liability to you under this Agreement shall not exceed the aggregate Fees paid or payable.

14. How we may use your personal information

14.1 How we will use the personal information supplied to us. We will use any personal information you provide to us (including information about the Administrator and Users):

a)     to supply the Platform to the Users and Administrator;

b)     to process your payment for the Licences; and

c)      if you agreed to this during the Order process, to give you information about other similar services or products that we provide, but you may stop receiving this at any time by contacting us,

We will only use your personal information in accordance with our Privacy Policy which can be found at www.writingmachine.com/privacy-policy.html.

15. Other important terms

15.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the Agreement.

15.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

15.3 Nobody else has any rights under this Agreement. This Agreement is between you and us. No other person shall have any rights to enforce any of its terms.

15.4 If a court finds part of this Agreement illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

15.5 Even if we delay in enforcing this Agreement, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this Agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

15.6 Which laws apply to this Agreement and where you may bring legal proceedings. These terms are governed by the laws of England and Wales and you can bring legal proceedings in respect of the Platform in the courts of England and Wales.

15.7 Alternative dispute resolution. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are a consumer and you are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. You can submit a complaint to London ADR via their website at http://www.londonadr.com/.

In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform at https://webgate.ec.europa.eu/odr/main/?event=main.home.show.