These Terms will apply to any contract between Learning Labs and You for the provision of the Services to You (Contract). Please read these Terms carefully and make sure that you understand them, before using our website or ordering any Services from our Website or otherwise. Please note that by using our Website you are agreeing to these Terms. You can accept the Terms by simply using the Service. You understand and agree that Learning Labs will treat your use of the Service as acceptance of the Terms from that point onwards. You may not use the Service if you do not accept the Terms.

If you are a User but not the Subscriber for the Services you are using, each of the Terms imposing an obligation on you will apply to you. However, you will not have the right to make any claim against Learning Labs for breach by us of the Contract.
You should print a copy of these Terms or save them to your computer for future reference.

1. INFORMATION ABOUT LEARNING LABS

1.1 The website www.learninglabs.co is owned and operated by Learning Labs (UK) Limited (Learning Labs) a company registered in England and Wales under company number 08561333 and with our registered office at 8/9 Apollo Court, Koppers Way, Monkton Business Park South, Hebburn, Tyne & Wear, England, NE31 2ES. Our VAT number is 163876180.

1.2 To contact us, please see our Contact Us page.

2. CHANGES TO THE TERMS

2.1 Learning Labs reserves the right to make changes to the Terms from time to time, for example to address changes to the law or regulatory changes or changes to functionality offered through the Services. Therefore you must look at the Terms regularly to check for such changes. The modified version of the Terms (Modified Terms) will be posted at https://www.learninglabs.co/terms-and-conditions/ or made available within the Services (for any modified additional terms). If you do not agree to the Modified Terms you must stop using the Service. Your continued use of the Service after the date the Modified Terms are posted will constitute your acceptance of the Modified Terms.

3. DEFINITIONS AND INTERPRETATION

3.1 The definitions and rules of interpretation in the clause apply in these Terms:

3.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

3.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

3.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

3.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

3.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

3.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

3.8 A reference to writing or written includes faxes and e-mail.

3.9 References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

4. FORMATION OF CONTRACT

4.1 The Order constitutes an offer by you to purchase the Services in accordance with these Terms, the Website Terms of Use and the Privacy Policy.

4.2 The Order shall only be deemed to be accepted when the Activation Code provided to either you or an Authorised Reseller is registered to a Subscriber on the Website and, where you have purchased the Services from an Authorised Reseller, you have accepted to be bound by these Terms, the Website Terms of Use, the Acceptable Use Policy and the Privacy Policy, at which point and on which date the Contract shall come into existence (Commencement Date).

4.3 The Contract shall commence on the Commencement Date and shall be for the length set out in the Order, unless otherwise varied by us or terminated in accordance with these Terms.

4.4 The Contract constitutes the entire agreement between the parties. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in the Contract.

4.5 Any samples, drawings, descriptive matter or advertising issued by us, and any descriptions or illustrations contained in the catalogues or brochures of us, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

4.6 These Terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

4.7 In the event of any inconsistency relating to the provision of the Services between these Terms and the Website Terms of Use, these Terms shall prevail.

5. SUPPLY OF SERVICES

5.1 We shall supply the Services to you in accordance with your Order in all material respects.

5.2 We hereby grant each User a limited, non-exclusive, non-sub-licensable and non-transferable licence to Access the content and information available in the Services according to the provisions contained herein, subject always to the payment of the applicable subscription fees and adherence to these Terms.

5.3 Each Multi-User Subscriber may only allow its employees, students and agents to access the Services. If the Multi-User Subscriber’s licence terminates, the Multi-User Subscriber’s employees and agents shall no longer have Access to the Services. Each Multi-User Subscriber agrees that the Services may not be Accessed by more than the authorised number of Users purchased by the Multi-User Subscriber.

5.4 We shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services.

6. YOUR OBLIGATIONS

6.1 You shall:

6.1.1 ensure that the terms of the Order are complete and accurate;

6.1.2 co-operate with us in all matters relating to the Services;

6.1.3 provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;

6.1.4 if any of the information given to us by you when signing up for the Services changes, including changes to your payment details, immediately inform us of all such changes; and

6.1.5 notify us immediately if the your VAT registration is cancelled or you are issued with a new VAT number.

6.2 You expressly agree to refrain from carrying out any of the following activities, each of which constitute a Prohibited Activity:

6.2.1 transmit, install, upload or otherwise transfer any virus, advertisement, communication, or other item or process to the Website that in any way affects the use of the Website or adversely affects our computers, servers or databases;

6.2.2 other than in relation to the contents of the Phonological Lab part of the Learning Labs Library which you are permitted to download and print, capture, download, save, upload, print or otherwise retain information and content available on the Website other than what is expressly allowed by these Terms;

6.2.3 permit or provide others Access to the Services or Website using your user name and password or otherwise, or the name and password or another authorised User;

6.2.4 copy, modify or reverse engineer, disassemble, redistribute, republish, alter, create derivative works from, assign, licence, transfer or adapt any of the software, information, text, graphics, source code or HTML code or other content available on the Website;

6.2.5 transfer the Website content to another person; “frame”, “mirror”, “in-line link”, or employ similar navigational technology on the Website content; or “deep link” to the Website content;

6.2.6 violate or attempt to violate our security mechanisms, Access any data or server You are not authorised to Access or otherwise breach the security of the Website or corrupt the Website in any way;

6.2.7 engage in any other conduct in relation to your use of the Website which would violate the laws of England and Wales.

6.2.8 use any device (such as a “web crawler” or other automatic retrieval mechanism) or other means to harvest information about other Users, the Website or us;

6.2.9 use the Website to violate a third party’s Intellectual Property Rights or other rights;

6.2.10 upload, download, display, publish, perform, create derivative works from, transmit, or otherwise distribute information or content in violation of a third party’s Intellectual Property Rights;

6.2.11 misrepresent your identity or personal information in any email so that the email appears to be generated by us;

6.2.12 post obscene, harassing, defamatory, filthy, violent, pornographic, abusive, threatening, objectionable or illegal material on the Website;

6.2.13 post a communication that advocates or encourages criminal conduct or conduct that may give rise to civil liability;

6.2.14 advertise or otherwise solicit funds, goods or Services on the Website; or

6.2.15 provide any commercial hosting service with Access to the Website and/or the content on the Website.

6.3 You agree to defend, indemnify and otherwise hold harmless us and our officers, directors, agents, employees, successors and assigns from and against any cause or action or claim, including all professional fees and other costs incurred by us, related to or arising from the User’s Prohibited Activity or other improper or illegal use of the Website, or breach of these Terms.

6.4 To ensure that Users of the Site do not engage in Prohibited Activities, we reserve the right to monitor use of the Website and reserve the right to revoke or deny Access to the Services to any person or entity whose use of the Services suggests Prohibited Activity. Access of the materials available on the Website beyond that of normal patterns of use that suggests systematic copying of the materials constitutes abuse of the Services and will result in revocation or denial of Access to the Services. The terms “normal patterns” and “abuse” shall be determined solely by us.

6.5 If the performance by us of any of our obligations under the Contract is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (Customer Default):

6.5.1 we shall without limiting our other rights or remedies have the right to suspend your Access to the Services until you remedy the Customer Default, and to rely on the Customer Default to relieve us from the performance of any of our obligations to the extent the Customer Default prevents or delays the performance by us of any of our obligations;

6.5.2 we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from the failure or delay of us to perform any of our obligations in accordance with this clause 5.5; and

6.5.3 you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Customer Default.

7. USE OF OUR WEBSITE

Your use of our site is governed by our Website Terms of Use and Website Acceptable Use Policy. Please take the time to read these, as they include important terms which apply to you.

8. HOW WE USE YOUR PERSONAL INFORMATION

We only use your personal information in accordance our Privacy Policy. For details, please see our Privacy Policy. Please take the time to read these, as they include important terms which apply to you.

9. YOUR CONSUMER RIGHT OF RETURN AND REFUND

This clause 9 only applies if you are a consumer.

9.1 If the Subscriber is a consumer, the Subscriber has a legal right to cancel a contract (under the Consumer Protection (Distance Selling) Regulations 2000 (Regulations)) during the period set out below in clause 9.3. This means that during the relevant period if the Subscriber changes their mind or for any other reason decides theydo not want us to provide them with the Services, they can notify us of their decision to cancel the Contract and receive a refund. However, this cancellation right does not apply if the performance of the Contract has begun with the Subscriber or User’s agreement (i.e. a User has commenced using a Service) prior to the end of the cancellation period set out in clause 9.3..

9.2 Where clause 9.1 applies, your legal right to cancel a Contract starts from the Commencement Date, which is when the Contract between us is formed. You have a period of 7 (seven) Business Days from the Commencement Date in which you may cancel.

9.3 To cancel a Contract, please e-mail us at info@learninglabs.com. We advise you to keep a copy of your cancellation notification for your own records. If you send us your cancellation notice by e-mail then your cancellation is effective from the date you sent us the e-mail.

9.4 You will receive a full refund of the price you paid to us for the Services if cancelled in line with the details of clause 10We will process the refund due to you as soon as possible and, in any case, within 30 calendar days of the day on which you gave us notice of cancellation as described in clause 9.3.

9.5 Any refund will be made to you on the credit card or debit card used by you to pay.

9.6 You agree that you will lose your right to cancel the provision of the Services and to get a refund of any fee you have paid to us if you have started using the relevant Service.

9.7 Where you have purchased a Service from an Authorised Reseller and wish to cancel the purchase, you will need to contact the Authorised Reseller directly to do so in the same time period as is set out in this clause 9. The Authorised Reseller will be solely responsible for paying any refund owing to you as a result of such a cancellation.

9.8 For the avoidance of doubt the provisions in this clause 9 will not apply to Users who are not Subscribers.

10. PRICE OF SERVICES

10.1 The prices of the Services will be as quoted on our Website from time to time and are in British pounds unless specified otherwise (Subscription Fees). We take all reasonable care to ensure that the Subscription Fees are correct at the time when the relevant information was entered onto the system. However if we discover an error in the Subscription Fees for the Services you ordered, see clause 10.4 for what happens in this event.

10.2 Subscription Fees for our Services may change from time to time, but changes will not affect any order which we have confirmed by providing you with an Activation Code.

10.3 Subscription Fees shown on the Website exclude VAT. VAT will be added where applicable at the current rate chargeable in the UK. However, if the rate of VAT changes between the date of your order and the date you Access the Services, we will adjust the VAT you pay, unless you have already paid for the Services in full before the change in VAT takes effect.

10.4 Our Website contains a large number of Services. It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. We will normally check prices as part of our procedures prior to issuing you with an Activation Code. However, if the Services’ correct price is higher than the price stated on the Website, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your Order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the Order as cancelled and notify you in writing.

10.5 Without limiting any other right or remedy, if you fail to make any payment due to us under the Contract by the due date for payment (Due Date), we shall have the right to charge interest on the overdue amount at the rate of 6% per annum above the then current base rate of HSBC Bank plc accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

10.6 You shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part. We may, without limiting our other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.

10.7 Otherwise than in accordance with clause 9, all payments made by you to us in accordance with these Terms are non-refundable

10.8 Discounts, rebates or special offers advertised on our Website or elsewhere will only be valid for the period stated in the advertisement (Discount Period) and any payments to be made by you to us after the Discount Period will be at the full Subscription Fees for the Services as at the Commencement Date, or, if a subscription is renewed, at the full Subscription Fee on the date of renewal.

10.9 We may increase Subscription Fees for a subsequent subscription period at any time and for any reason, provided that we provide you with notice of this at least 30 calendar days prior to the expiration of your then current subscription.

10.10 We may terminate your subscription and these Terms if we are unable to renew your subscription based on inaccurate or outdated credit or debit card information provided by you to us.

10.11 Your right (and the right of any User who is associated with you) to Access the Services is effective only upon payment of the Subscription Fees.

11. HOW TO PAY

11.1 All payments of Subscription Fees must be received before the Services are provided. Payment must be made using a valid debit or credit card accepted by us. We accept Visa, Mastercard and American Express. An additional charges may apply to cover credit card processing fees . There is no charge for debit card transactions.

11.2 You will on entering into the Contract provide to us valid, up-to-date and complete debit or credit card details and any other relevant valid, up-to-date and complete contact and billing details and you hereby authorise us to charge such debit or credit card for the amounts set out in 11.3 below.

11.3 Where we have entered into a Contract for more than one year, you authorise us to collect debit or credit card payments from you in respect of your Subscription Fees on an annual basis without further instructions being required from you to do so. In particular you agree that:

11.3.1 you shall ensure that we are updated with the details of any new debit or credit cards in the event that you cease to use the debit or credit card the details of which have been given to us; and

11.3.2 satisfactory receipt of payment by us is a condition of renewal of your subscription to use the Services. We reserve the right to cancel your subscription at any time should any renewals of Subscription Fees not be received by us.

11.4 Time for payment of Subscription Fees is of the essence in these Terms.

12. ACCESS TO SERVICES/MODIFICATION OF CONTENT

12.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 12.2.

12.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation power failures, internet failures, system failures, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

12.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.

12.4 We reserve the right, in our sole discretion, to change, modify or discontinue any aspect or feature of the Website. Such changes, modifications, additions or deletions will be effective immediately upon notice thereof, which notice may be made by posting such changes on the Website.

12.5 Users are solely responsible for ensuring that they have sufficient and compatible hardware, software, telecommunications equipment and internet service necessary for use of the Website.

12.6 You acknowledge and agree that we may be required to alter Activation Codes or other access codes, access numbers or the technical specification associated with the Services for operational reasons.

12.7 We reserve the right to carry out planned or emergency maintenance in respect of the Website and/or the Services and you hereby agree that you shall not have any recourse against us in the event that the Services are not available to you during any such planned or emergency maintenance.

13. INTELLECTUAL PROPERTY RIGHTS

13.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by us.

13.2 Where our software is supplied to a User to enable the User to use the Services, we grant the User a non-exclusive, non-transferable licence to use the software for that purpose only.

13.3 You acknowledge that, in respect of any third party Intellectual Property Rights, the use by you of any such Intellectual Property Rights is conditional on us obtaining a written licence from the relevant licensor on such terms as will entitle us to license such rights to you.

13.4 You agree that you will not copy, modify, reverse engineer, decompile or otherwise endeavour to obtain the source code of the software, the Website, media, plain text or kinaesthetic materials contained on the Website.

13.5 All Intellectual Property Rights in the Services and the Website are our exclusive property and you agree to sign any agreement that we require you to sign to ensure that any improvements or other rights in and relating to the Services or Website remain under our absolute ownership.

13.6 You hereby agree that if you submit any solicited or unsolicited intellectual property, idea, copyrightable material, invention, discovery, improvement, trade secret or know how to us you will forfeit your Intellectual Property Rights and moral rights contained in such communication and material, which you expressly authorise us to use as we see fit.

14. OUR LIABILITY IF YOU ARE A BUSINESS

This clause 14 only applies if you are a business customer.

14.1 We only supply the Services for internal use by your business, and you agree not to use the Services for any re-sale purposes.

14.2 Nothing in these Terms limit or exclude our liability for:

14.2.1 death or personal injury caused by our negligence;

14.2.2 fraud or fraudulent misrepresentation;

14.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

14.2.4 defective Services under the Consumer Protection Act 1987.

14.3 Subject to clause 14.2, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

14.3.1 any loss of profits, sales, business, or revenue;

14.3.2 loss or corruption of data, information or software;

14.3.3 loss of business opportunity;

14.3.4 loss of anticipated savings;

14.3.5 loss of goodwill; or

14.3.6 any indirect or consequential loss.

14.4 Subject to clause 14.2 and clause 14.3 , our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 50% of the Subscription Fees paid by you to us for the provision of the Services in the 30 day period prior to any claim.

14.5 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Services are suitable for your purposes.

15. OUR LIABILITY IF YOU ARE A CONSUMER

This clause 15 only applies if you are a consumer.

15.1 We only supply the Services for use by our Users. You agree not to use the Services for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

15.2 We do not in any way exclude or limit our liability for:

15.2.1 death or personal injury caused by our negligence;

15.2.2 fraud or fraudulent misrepresentation;

15.2.3 any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);

15.2.4 any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and

15.2.5 defective Services under the Consumer Protection Act 1987.

16. NO WARRANTIES

16.1 We provide no warranty that your hardware, software, telecommunications equipment and/or internet service is compatible or sufficient to access the Website.

16.2 We have attempted to provide accurate information on the Website, we make no guarantee or warranty, express or implied, as to the reliability, accuracy, timeliness or completeness of that information and assume no responsibility for any errors or omissions therein.

16.3 Each user accesses the Website at their own risk. The Website is provided on an “as is, as available” basis without warranty of any kind other than those implied by statute, and any and all warranties of non-infringement of third parties’ rights are specifically disclaimed. We do not warrant any particular result from use of the software or Website. We do not warrant that the information on the Website is accurate, complete or complies with any particular law or regulation, or that the operation of and your access to the Website will be uninterrupted, error-free, virus free or completely secure. Your use of the Website is at your sole risk and any content that you download is downloaded at your own discretion and risk and you are solely responsible for any damage to your computer system and for any loss of data that results from the downloading of any such content, including any damages resulting from computer viruses.

17. THIRD PARTY CONTENT

17.1 You acknowledge that we do not pre-screen third party materials. We are not the publisher or author or of any information on the Website that is provided by third party content providers, and we are not liable for any claims related to such information. Content provided by third parties is for informational purposes only, and our use of the content constitutes neither an endorsement nor a recommendation by us of the content. We assume no responsibility for third party Services or Services.

17.2 The Website may contain links and references to other third party websites and materials. We do not assume any responsibility for these websites or materials and provide these links or materials solely for the convenience of Users. We do not endorse or otherwise recommend any of these third party websites, references, or the products, services, or information thereon. We may disable any hyperlink to the Website. We have the right but no obligation to monitor third party websites and hyperlinks to the Website.

18. TERMINATION

18.1 In addition to our other rights under these Terms, we may terminate the Contract with you without the provision of notice to you if we believe, in our sole discretion, that you have breached or may breach any term or condition of these Terms or are engaged in conduct which we deem inappropriate.

18.2 In the event of termination of these Terms the provisions of the following clauses shall survive in perpetuity: 2, 3, 4, 6, 7, 9, 10, 11, 12, 13, 14, 15,16, 17, 18, 19 and 20.

18.3 Your obligation to pay outstanding Subscription Fees will survive any termination of these Terms.

19. COMMUNICATIONS BETWEEN US

19.1 When we refer, in these Terms, to “in writing”, this will include e-mail.

19.2 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your Order.

19.3 If you have to contact us or give notice to us in writing, you should do so by either e-mailing us at info@learninglabs.co or posting such notice to us by first-class post at our registered office address from time to time.

19.4 Please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

20. OTHER IMPORTANT TERMS

20.1 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms.

20.2 You may not transfer your rights or your obligations under these Terms to another person.

20.3 This Contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.

20.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

20.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

20.6 If you are a consumer, please note that these Terms are governed by English law. This means a Contract for the purchase of Services through our Website and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction.

20.7 If you are a business, these Terms are governed by English law. This means that a Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales