Subscription Terms
1. Introduction
These Subscription Terms are a contract between you and BusinessEnglish.com Ltd a company registered in England and Wales with registered number 08567639, whose registered office is at 5 Godalming Business Centre, Woolsack Way, Godalming, Surrey GU7 1XW United Kingdom (referred to as we or our).
References to you or your are to the individual, company or other organisation subscribing to the Services. By submitting an Order Form, you confirm your legal agreement to be bound by these Subscription Terms. For Corporate Subscribers, the person who submits an Order Form confirms that it has your authority to enter into these Subscription Terms on your behalf and in doing so will bind you to these Subscription Terms.
The following Subscription Terms are binding on any use of the Service.
We reserve the right to change and update these Subscription Terms at any time. We shall give you 60 days notice of any changes to these Subscription Terms. If you do not agree to the changes, the provisions of Condition 8.1 may apply.
2. Definitions and Interpretation
2.1 In these Subscription Terms, the following words have the following meanings:
Administrator: has the meaning given to it in Condition 4.3;
Client Content: any content that you upload to the Services;
Confidential Information: has the meaning given to it in Condition 10;
Consumer Subscriber: an individual who subscribes to the Services for reasons wholly or mainly outside that individual’s trade, business, craft or profession;
Corporate Subscriber: (a) an individual other than a Consumer Subscriber, or (b) a company or other organisation who subscribes to the Services;
Fee: the fee due to us for access and use of the Services;
IP Rights: any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design rights, rights in trade, business or domain names, rights in trade dress, rights in inventions, rights in confidential information or know-how or any similar of equivalent rights in any part of the world;
Order Form: the form (if any) completed by you to apply to access the Services;
Services: the provision of access to learning materials and associated content on the Website;
User: an individual nominated by you to access the Service in accordance with these Subscription Terms;
Website: the website located at businessenglish.com or any other website notified to you; and
Working Day: a day other than a Saturday, Sunday or public holiday in England.
2.2 Words in the singular include the plural and in the plural include the singular.
2.3 The headings shall not affect the interpretation of these Subscription Terms.
2.4 References to Conditions are references to the numbered provisions of these Subscription Terms.
2.5 Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party's other rights and remedies.
2.6 Any phrase introduced by the words including shall be construed as illustrative and shall not limit the generality of the related general words.
2.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.
3. How to Subscribe
3.1 Where we offer an online Order Form for a subscription type, you can order the Services by choosing the subscription type you require and completing and submitting the Order Form.
3.2 You can also order the Services by emailing us or clicking contact us on the Create an Account Page at https://www.businessenglish.com/create-account.html. You should indicate the number of Users you wish to access the Services. Following receipt of the email or contact as the case may be, we may submit to you a proposal setting details of the Fee. If you wish to proceed with the subscription, you should complete the Order Form through the link included within the email from us.
3.3 All subscription orders are subject to our acceptance, and access to the Services is not available until we have received the Fee in full (see Condition 6) unless we agree otherwise.
3.4 You are responsible for ensuring that the Users nominated to access the Services under your account choose a secure password for your subscription and keep this confidential. We are not liable for any losses or damages you may experience from any failure to keep this information confidential. You are solely responsible for all activities that occur within your account and the acts and omissions of your Users. You must notify us immediately if you suspect there has been unauthorised access to or use of your account and provide all reasonable assistance to bring an end to such unauthorised access or use.
3.5 You shall ensure that your Users shall not share their password with any other person employee to ensure that the number of Users authorised to access the Services is not exceeded and that each set of access credentials shall only be used by one person.
3.6 For certain account types, at your request, we may from time to time grant access to some or all of the learning records and/or related learning materials of your Users to a teacher of English at our discretion. Where such access is granted, you agree that the Teachers Terms of Use shall apply. Access by such a teacher may be withdrawn by us at any time without notice
3.7 If you are a Corporate Subscriber, you agree that you are responsible for any taxes or other payments required to enable any of your Users access the Service.
3.8 Please note that you must be resident in the country selected on the Order Form. We may restrict access to the Services from certain countries.
4. Use of Services
4.1 Subject to continued payment of the Fees, we grant to you the non-exclusive, non-transferable right to access and use the Service for your own purposes. You may not sub-license the right to access and/or use any the Service to any third party. All rights in and to the Service and all software relating to the Services belong to us or our licensors.
4.2 The maximum number of Users who are permitted to access the Services is as agreed at sign up. Unless agreed otherwise, this is one User. User access is for a named user, fixed for the subscription term unless agreed otherwise.
4.3 You shall designate one contact as the responsible party for communication (your Administrator). We will normally assume that this is the person submitting the Order Form unless advised otherwise. Your Administrator shall have the authority to bind you, and to grant permission to access the Services under the subscription to Users, within the parameters for the account. You shall ensure that each User shall, as a condition of being granted access to any Service, be required by your Administrator to acknowledge and agree to comply with the restrictions on use of the Service set out in these Subscription Terms.
4.4 If a User breaches any of these Subscription Terms, we reserve the right to remove access to accounts or cancel them without notice. We also reserve the right to refuse access to the Service to anyone for any reason at any time.
4.5 You acknowledge and agree that whilst we have used our best endeavours to prepare the Services, there may be minor errors. Please notify us of any errors and we shall correct them as soon as possible. You further agree that nothing in the Services should be relied upon as financial, legal or other advice in relation to the operation of your business. We do not warrant or represent that your Users will achieve any particular results, outcomes or improvements following their use of the Services.
5. Access Terms
You must only use the Service for your own lawful business purposes in accordance with these Subscription Terms and all applicable laws and regulations. Without prejudice to the generality of this provision, you shall not, shall procure that your Users shall not, and shall not assist a third party to: 5.1 try to undermine, damage or disrupt the security of our Website, associated software, computing systems or networks;
5.2 act in a way which could risk overloading, impairing or damaging the Services, and supporting infrastructure;
5.3 attempt to access any materials or other parts of our infrastructure using any automated system or attempt any bulk downloads of any content;
5.4 attempt to gain unauthorised access to any materials or other parts of our infrastructure;
5.5 attempt to modify, disassemble, copy or adapt any computer programs used to deliver the Services (except strictly to the extent that you are permitted to do so under applicable law not capable of exclusion);
5.6 sell, resell, duplicate, reproduce or create any derivate works from any part of the Service;
5.7 make for any purpose including error correction, any modifications, adaptions, additions or enhancements to the Service;
5.8 reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble all or part of the Service or attempt to gain access to the source code, save to the extent expressly permitted by law and not capable of exclusions;
5.9 build a product competitive to the Service or otherwise using similar ideas, features, functions of graphics as the Service; and/or
5.10 use the Service to provide services to third parties;
5.11 use the Services to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
5.12 upload to the Services any content that contains any viruses or other computer programs intended to damage, detrimentally interfere with and/or surreptitiously intercept any system, network or platform; and/or
5.13 upload to the Services any content that infringes any copyright, database right or trade mark of any other person or that is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
6. Fees and Payment
6.1 On submitting the Order Form, we may at our discretion give Consumer Subscribers and Corporate Subscribers the choice to pay the Fee either:
(a) through our online payment services provider; or
(b) following receipt of an invoice via bank transfer.
6.2 You acknowledge and agree that any payment card and related billing and payment information that you provide to us may be shared with companies who work on our behalf, such as payment processors, solely for the purposes of effecting payment.
6.3 Please note that access to the Services is not available until we have received the Fee in full and cleared funds unless permitted at our discretion.
6.4 We may increase the Fee on written notice to you.
6.5 If you have not cancelled renewal of your subscription (see Condition 8), we shall send you a renewal reminder around 15 days before the subscription is due to renew.
Where we hold payment card details in relation to your subscription we will, on or around the renewal date , generate an invoice (for payment within 3 days ) and attempt to use these payment card details to take payment on or around the renewal date.
Where we do not hold payment card details in relation to your subscription, we will issue a renewal invoice around 15 days before the subscription is due to renew for payment within 15 days.
Without prejudice to any other rights and remedies available to us, if you fail to pay Fees due on renewal by the due date, or if payment has not been made for the current or a past subscription period , we may:
(a) suspend or terminate your access to the Services; and
(b) if you are a Corporate Subscriber, charge you costs and interests in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
We make the charge in the currency shown on the Order Form. You might also be subject to bank and/or other charges including foreign currency transaction charges on the transaction, for which you are responsible.
7. Availability
7.1 We shall use reasonable endeavours to make the Service available at all times, but you acknowledge that there may be occasions when access to the Service may be interrupted, including for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.
7.2. We reserve the right to remove any content or features from the Services for any reason, without prior notice, and shall have no liability or responsibility to you in any manner whatsoever in such circumstances, save to refun pro-rata any Fees paid in advance in respect of any significant content or features suspended or stopped that you previously accessed and used. We shall calculate such pro-rata refund at our sole discretion, provided that we shall act reasonably in doing so.
8. Term, Renewal and Termination
8.1 Your subscription access term shall commence once we have activated your access to the Services. You acknowledge that you cannot cancel the contract and claim a full refund for the applicable subscription cycle once access to the Services has been made available. However, whether you are a Consumer Subscriber or a Corporate Subscriber, you, or we, may cancel your subscription on notice and your subscription will then end on the next renewal date. You can notify us of cancellation on the Subscription Termination page at https://www.businessenglish.com/subscription-termination.html.
8.2 Without prejudice to any other rights or remedies which may be available to it, including under Condition 4.4, either party shall be entitled to give notice in writing to the other party terminating your account with immediate effect if:
(a) the other party commits any material breach of any of the terms of these Subscription Terms and if such breach is capable of remedy fails to remedy that breach within 5 Working Days of being notified of the breach, provided we both agree that a breach of Condition 5 shall not be capable of remedy; or
(b) for a Corporate Subscriber, the other party enters into liquidation compulsorily or voluntarily or compounds with its creditors or has an administrator, receiver or administrative receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of debt (except where any action occurs for the purposes of reconstruction or amalgamation whilst solvent).
8.3 Upon termination of your subscription you may no longer use the Service.
8.4 If you terminate your subscription under Condition 8.2, we shall refund you within 30 days the Fee paid to us for the remainder of your subscription term.
8.5 Unless cancelled under Condition 8.1 and/or 8.2, your subscription will automatically renew at the end of each subscription cycle. You will receive a renewal reminder in accordance with Condition 6.5.
9. IP Rights
9.1 All IP Rights in the Service are owned by us or our licensors.
9.2 You hereby assign to us all IP Rights in the Client Content.
9.3 If you are a Corporate Subscriber, you grant to us the right and licence to use your name and any associated logo in any and all promotional and marketing materials, including online materials.
9.4 You shall promptly notify us of any claim, notification or allegation that you receive that your use of the Services infringes the IP Rights of any third party (a Claim). You shall:
(a) not make any admission of liability, agreement, settlement or compromise in relation to a Claim without our prior written consent;
(b) give to us and our professional advisers all reasonable assistance as may be required in relation to a Claim;
(c) at our request, give us the exclusive control and right to defend a Claim and make settlements in relation to a Claim; and
(d) mitigate your losses in relation to a Claim, including where requested to do so by stopping using the part of the Services that is the subject of the Claim.
9.5 On receipt of a notice under Condition 9.4, we shall at our sole expense either procure for you the right to continue accessing and using the Services or modify or replace the infringing part of the Services to avoid the infringement.
10. Confidential Information
10.1 Confidential Information shall mean all information which is marked as confidential or by its nature is manifestly confidential, whether written or oral and in whatever medium and relates to the business, products, financial and management affairs, clients, employees or authorised agents, plans, proposals, strategies or trade secrets disclosed by one party (the Disclosing Party) to the other party (the Receiving Party).
10.2 The Receiving Party shall not, and shall ensure that its Users shall not, use copy or disclose any of the Confidential Information of the Disclosing Party except to carry out its obligations and exercise its rights under these Subscription Terms.
10.3 The Receiving Party shall only disclose the Disclosing Party’s Confidential Information to those of its employees to the extent that they need to know the same in order to carry out its obligations under these Subscription Terms and where those employees are bound by written obligations of confidentiality and non-use and such obligations apply to the Confidential Information disclosed to them.
10.4 The provisions of Conditions 10.1, 10.2 and 10.3 shall not apply to any Confidential Information which:
(a) is or becomes generally available to the public other than as a result of any act or omission of the Receiving Party;
(b) is already in or comes into the possession of the Receiving Party from a person lawfully in possession of the information and owing no obligation of confidentiality to the Disclosing Party in respect of the information;
or
(c) is required to be disclosed by any court, government or administrative authority competent to require disclosure.
11. Privacy
11.1 In performing its obligations and exercising its rights under these Subscription Terms, each party shall comply with the requirements of all legislation in force from time to time relating to data protection, including the General Data Protection Regulation 2016/679 and the Data Protection Act 2018.
12. Liability - Consumer Subscribers
12.1 We warrant to Consumer Subscribers that the Service will be of satisfactory quality, fit for purpose and as described on the Website. We further warrant that we have the right to supply the Services to Consumer Subscribers.
12.2 If there is a problem with the Website or Services that damages a device or any other digital content belonging to you and this is caused by our failure to use reasonable skill and care, we will either repair the damage or pay you compensation up to £20 per device. However, we will not be liable for damage which you could have avoided by following instructions about use or anything in the documentation on the Website. Your statutory rights as a consumer are not affected.
12.3 Nothing in these Subscription Terms limits or excludes our liability for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation and/or any other liability that cannot lawfully be excluded under English law.
13. Liability - Corporate Subscribers
13.1 Except as expressly set out in these Subscription Terms, no implied conditions, warranties or other terms, including any implied terms relating to satisfactory quality or fitness for any purpose, will apply to the Services. In particular, it is your sole responsibility to ensure the Service meets the needs of your business and is suitable for your business purposes.
13.2 You warrant that you have not relied on any oral representation made by us or on our behalf, or on any descriptions, illustrations or specifications contained in any materials, including online materials, produced by us which are only intended to convey a general idea of the Services.
13.3 Subject to Condition 13.5 we shall not be liable to you for:
(a) loss of profits;
(b) loss of business;
(c) loss or corruption of data or information;
(d) business interruption;
(e) loss of or wasted staff or management time;
(f) any kind of special, indirect, consequential loss or pure economic loss; and/or
(g) error, omission, failure to operate, loss or damage arising as a result of any error, omission or inaccuracy in the Client Content.
The parties agree that the provisions of this Condition 13.3 are severable.
13.4 Subject to Condition 13.5, our total liability to you for all claims or series of claims under these Subscription Terms whether in contract, negligence or otherwise for any damages, losses or expenses shall be limited to the Fee paid in the 12 months preceding the date the claim arose.
13.5 Nothing in these Subscription Terms limits or excludes our liability for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation and/or any other liability that cannot lawfully be excluded under English law.
14. Force Majeure
14.1 For the purposes of this Condition 14, an event of Force Majeure means any event beyond the reasonable control of either party, including change in laws or regulations, war, invasion, armed conflict, terrorism, strike, lock-out, labour dispute, failure of suppliers or subcontractors, riot, civil commotion, accident, act of God, fire, flood and storm.
14.2 If a party is prevented, hindered or delayed from or in performing any of its obligations under these Subscription Terms by an event of Force Majeure, the affected party’s obligations under these Subscription Terms are suspended without liability while the event of Force Majeure continues and to the extent that it is prevented, hindered or delayed.
14.3 If performance of any obligation under these Subscription Terms is prevented, hindered, or delayed due to an event of Force Majeure either party shall be entitled to terminate these Subscription Terms on written notice to the other party.
14.4 The provisions of Condition 14 shall not be relied on in relation to the inability to pay any Fees due under these Subscription Terms.
15. Dispute Resolution
15.1 If you are a Corporate Subscriber and a dispute arises between the parties under these Subscription Terms, then within 5 Working Days of the dispute arising, the dispute shall be escalated by each of the parties to a director. If the directors are unable to resolve the dispute within 10 Working Days, then the directors shall refer the dispute to the chief operating officer, or such person of equivalent seniority. If such persons are unable to resolve the dispute within a further 10 Working Days, then the parties shall be entitled to pursue legal action under Condition 15.
15.2 Nothing in Condition 15.1 shall prevent a party taking action under Condition 16.1 in respect of misuse of the Services.
16. Governing law and Jurisdiction
16.1 These Subscription Terms shall be governed by and construed in accordance with the laws of England and Wales. The parties agree that any dispute arising from these Subscription Terms will be subject to the exclusive jurisdiction of the English courts.
16.2 If any of the provisions in these Subscription Terms is held invalid or unenforceable then they should be construed to reflect as closely as possible the intentions of those provisions. Any remaining provisions will also still be fully enforceable.
16.3 A party’s failure to exercise any of the rights in these Subscription Terms shall not be deemed a waiver of that right. These Subscription Terms supersedes any prior agreements between the parties and represents the entire agreement between the parties.
16.4 A person who is not party to these terms (including a User) has no right to benefit or enforce any of these Subscription Terms. You may not assign or transfer any rights to any other person without our prior written consent which shall not be unreasonably withheld.
16.5 Any notice given under these Subscription Terms shall be in writing and shall be served by email. Any such notice shall be deemed to have been received on sending.
16.6 Where a translation of these Subscription Terms is provided by us, the English version shall prevail in case of any discrepancy between the English version and the translated version.
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