Trial Terms and Conditions

1. Application

1.1 These Free Trial Terms and Conditions together with the Order Form (as hereinafter defined) shall apply to the provision of the services detailed in the Schedule (“Services”) by Yes Programme Limited a company registered in England and Wales under number 07579709 whose registered office is at c/o Gross Klein, 6 Bream's Buildings, London, United Kingdom, EC4A 1QL (“Supplier”, or “us”) to you (“Client” or “you”). No other terms and conditions shall apply to the provision of Services during the free trial unless agreed upon in writing between the Supplier and the Client.

1.2 In the event of conflict between these Free Trial Terms and Conditions and the Order Form the Order From shall have precedence.

1.3 The Supplier may amend these Free Trial Terms and Conditions from time to time as set out in clause 10. Every time you wish to order Services as part of a free trial, you must check these Free Trial Terms and Conditions to ensure that you understand and agree with the terms which apply at that time. Every time the Client orders Services from the Supplier as part of an agreed free trial, the Free Trial Terms and Conditions in force at that time will apply to the contract between the Client and Supplier. These Free Trial Terms and Conditions were most recently updated on 01/01/2013.

1.4 The Client’s use of the Website and Services is governed by these Free Trial Terms and Conditions, the Order Form, the Supplier’s Website Terms of Use (http://www.yesprogramme.co.uk/terms.html) and Privacy Policy (http://www.yesprogramme.co.uk/privacy.html) which together constitute the entire agreement between the parties for provision of the Services and use of the Website as part of the agreed free trial. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not as set out in the Free Trial Terms and Conditions, the Order Form, the Supplier’s Website Terms of Use or Privacy Policy.

2. Interpretation

2.1 In these Free Trial Terms and Conditions the following capitalised words and phrases shall have the following meanings:

“Business Day” means any day other than a Saturday, Sunday or bank holiday in London;

“Commencement Date” means the date upon which the Supplier gives the Client secure, passworded access to the Website;

“Institution” means the school as detailed in the Order Form corresponding to the Services;

“Order Form” means the order form completed by the Client when ordering the Services from the Supplier;

“Permitted Activities” means those activities more particularly described in clause 5.5;

“Term” shall have the meaning given to in clause 6.1 below;

“Website” means the webpages of the www.yesprogramme.co.uk domain that require secure login details to be entered by the Client for the purposes of accessing the Supplier’s educational video content.

2.2 The headings in these Free Trial Terms and Conditions are for convenience only and shall not affect their interpretation.

2.3 Words imparting the singular number shall include the plural and vice-versa.

3. Services

3.1 With effect from the Commencement Date stated herein and in consideration of the Client undertaking to comply with its obligations herein, the Supplier shall provide the Services to the Client during the Term.

3.2 The Client agrees that its use of any updates and/or upgrades of the Service will be subject to the terms of these Free Trial Terms and Conditions, together with any additional terms which may accompany such updates or upgrades.

4. Ownership Rights and Intellectual Property:

4.1 As between the parties, the Supplier shall be the owner or licensee of all intellectual property rights in the Service, Website and in all material published thereon (including but not limited to all video content provided as part of the Services or Website). Such works are protected by, amongst other things, copyright laws and all such rights are reserved by the Supplier.

4.2 All rights, title and interest in and to the Service, all components thereof and material therein, any updates and upgrades thereof, and any and all copies of the same, are owned exclusively by the Supplier together with all intellectual property rights in all of the foregoing (including but not limited to copyright, trademarks, database rights, designs and design rights, patents, inventions, know-how, trade secrets, rights in software and all other similar rights arising under the laws of any jurisdiction, whether registered or unregistered and including any applications to register the same). As between the parties, the Supplier shall own any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Client or any other party relating to the Service.

4.3 If the Client or a party in their control prints off, copies, downloads or streams any part of the Services or Website in breach of these Free Trial Terms and Conditions and / or the Website Terms of Use, the Client’s right to use the Services and Website shall cease immediately and the Client must, at the Supplier’s option, return or destroy any copies of materials the Client or the party under their control has made.

5. Permitted Use and Restrictions:

5.1 Access to the Service is by a single user name and password only for the Client and its employees whilst within the Institution, unless otherwise agreed in writing ("School User Details"). For the avoidance of doubt, the user name and password shall not be given to any pupils or individuals at the Institution who are not employees of the Institution.

5.2 The Client is responsible for the security and proper use of all user names and passwords issued to it or its employees or any party, including all Fees and liabilities incurred through them.

5.3 The Client undertakes that it will inform the Supplier immediately in the event that it has any reason to believe that any password issued to it or its employees has become known to someone not authorised to use it.

5.4 The supplier reserves the right to change the password immediately at its discretion and will notify the Client in the event of such change.

5.5 The Client (and its teacher employees) may during the Term:

(a) access, retrieve and display the Service and all material available through the Service on a network, server or on one or more personal computers under its control within the premises of its Institution solely for internal use within its Institution;

(b) print out individual screen extracts from the Service to be photocopied as is reasonably necessary for classroom use only within its Institution for internal use for homework or preparation for such classroom work; and

(c) store such printable items in temporary electronic form on disk or on a mobile device as is reasonably necessary to enable the activities described in items 5.5(a) and 5.5(b) above.

5.6 The Client (and its employees and students) shall not:

(a) copy the Service, Website or any part thereof for any purposes other than the Permitted Activities;

(b) alter the Service or Website, or in any way reverse engineer, disassemble, decompile or create a derivative product from the contents of the Service or Website or any part thereof save to the extent permitted by applicable mandatory laws (such as, for example, national laws implementing EC Directive 91/250 on the Legal Protection of Computer Programs);

(c) include the Service or Website or any part of the Service of Website in any other product or Service materials;

(d) lease, rent, hire, lend, distribute, exploit or sell the Service or Website or any part of the Service or Website

(e) use the Service or Website in any way not specified in the Permitted Activities set out above without the prior written permission of the Supplier;

(f) remove or obscure any copyright, trade mark or other proprietary notice of the Supplier or its licensors from any portion of the Service or Website or from any print outs made from the Service of Website;

(g) cache any part of the Service or Website in a proxy server unless such proxy server has been provided to the Client by the Supplier for use with the Service;

(h) create a database in electronic or structured manual form by systematically and/or regularly downloading/printing and storing all or any of the Service or Website;

(i) deep link to, frame, spider, harvest or scrape the Service or Website (or any part thereof) or otherwise access the Service or Website for similar purposes;

(j) divulge user details to, and/or permit the use of user details by persons who are not, or have ceased to be, the Client’s employees;

(k) view videos provided as part of the services in excess of the Supplier’s fair use threshold which may be agreed in writing between the parties prior to the Commencement Date or subsequently notified to the Client in writing.

6. Grant of Licence/Provision of Service:

6.1 Provided always that the Client continues at all times to adhere to these Free Trial Terms and Conditions and the Website Terms of Use, the Supplier hereby grants to the Client a revocable, non-exclusive, non-transferable, non-sublicensable licence to carry out the Permitted Activities in respect of the Service for the period of two weeks (meaning 14 days) from the Commencement Date (which shall include the date on which the first passworded access is given to the Website) or the period otherwise agreed in the Order Form or by the Supplier in signed writing (unless this Agreement is terminated earlier in accordance with these Free Trial Terms and Conditions) (the "Term") . All rights not specifically granted under this Agreement are reserved by the Supplier. The Client shall be solely responsible for the provision of and payment for all hardware, software and interconnections and telecommunications to access the Service.

6.2 At the end of the Term the Supplier will revoke the Client’s passworded access to the Website and any rights granted to the Client by way of these Free Order Terms and Conditions shall terminate.

7. Client Obligations

7.1 The Client shall use its best endeavours to provide the Supplier with access to any and all relevant information, materials, properties and other matters which are required to enable the Supplier to provide the Services.

7.2 The Client shall use its best endeavours to acquire any permissions, consents, licences or other matters which are required to enable the Supplier to provide the Services.

7.3 The Supplier shall not be liable for any delay or failure to provide the Services where such delay or failure is due to the Client’s failure to comply with the provisions of the Free Trial Terms and Conditions or Website Terms of Use.

7.4 All registration information that the Client submits to create an account must be accurate and must be kept up to date. If the Client chooses or is provided with, a user identification code, password or any other piece of information as part of the Supplier’s security procedures, the Client must treat such information as confidential, and the Client must not disclose it to any third party except as permitted herein. The Client acknowledges and agrees that they are responsible for maintaining the confidentiality of its password and that the Client is responsible for all use of their account, regardless of who is accessing it using the relevant password. The Client agrees not to use the account, username, email address or password of another member or subscriber at any time. The Client agrees to notify Supplier immediately if they suspect any unauthorised use of, or access to, their account, password or identification code. The Client agrees that they are responsible for ensuring that all persons who access the Website through its internet connection are aware of these Free Trial Terms and Conditions and Website Terms and Conditions of Use. The Client acknowledges that the Supplier has the right to disable any user identification code, account or password, whether chosen by the Client or allocated by the Supplier, if in the Supplier’s opinion the Client has failed to comply with any of the provisions of these Free Trial Terms and Conditions or Website Terms of Use.

7.5 The Client represents and warrants that the information provided to the Supplier by the Client in the Order Form or otherwise in writing, including but not limited to the information regarding the applicable number of pupils in each applicable “Key Stage” who are enrolled at and attend the Institution is accurate at the time of supply and the Client undertakes to provide to the Supplier accurate information as to the number of number of pupils in each applicable “Key Stage” who are enrolled at and attend the Institution on an annual basis during the Term and when requested by Supplier so as to allow an accurate calculation of Fees. The Client also agrees that if requested by the Supplier the Client will, to the extent permissible by law, provide the Supplier with evidence of the accuracy of the information provided with regard to the number of number of pupils in each applicable “Key Stage” to the reasonable satisfaction of the Supplier.

7.6 For the purposes of this Agreement and the Order Form, each “Key Stage” shall be as follows, unless otherwise agreed in writing between the parties:

(a) “Key Stage 0”: means those pupils who are enrolled at and attend the Institution during the Term who are in the school year known as ‘reception’;

(b) “Key Stage 1”: means those pupils who are enrolled at and attend the Institution during the Term who are in the school years 1 and 2;

(c) “Key Stage 2”: means those pupils who are enrolled at and attend the Institution during the Term who are in the school years 3,4,5 and 6 ; and

(d) “Key Stage 3”: means those pupils who are enrolled at and attend the Institution during the Term who are in the school years 7, 8 and 9.

8. Fees

8.1 The Services shall be provided as described herein to the Client free of charge for the Term only, unless otherwise revoked by the Supplier in accordance with these Free Trial Terms and Conditions.

8.2 If following termination or expiration of the Term the parties agree in writing (including by way of an Order Form) that the Client shall receive paid for services from the Supplier then the parties agree that any such supply of Services shall be on the basis of the terms and conditions contained within the Order Terms and Conditions (http://platform.yesprogramme.co.uk/order-terms-and-conditions).

9. Quotation, Contract and Variation

9.1 This Agreement shall not be binding upon the parties until the Supplier has issued acceptance of the terms of this Agreement to the Client by giving the Client passworded access to the Website at which point the Client shall be bound for the full length of any agreed Term. For the avoidance of doubt, the Client’s free trial period starts on the date that the Supplier gives the Client secure, passworded access to the Website, regardless of when the Client chooses to start using that password or gain access.

9.2 After the Client places an order via an Order Form for a free trial, the Client will receive an email from the Supplier acknowledging that the Supplier has received the Client’s order. However the Client acknowledges and agrees that this does not mean that their order has been accepted. The Supplier’s acceptance of the Client’s order will take place as described in clause 9.1.

9.3 Either the Supplier or the Client may cancel the order for any reason prior to the Suppliers acceptance (or rejection) in accordance with Clause 9.1 of the terms and conditions contained herein and in the Order Form.

9.4 If, due to circumstances beyond its control, the Supplier has to make any change in the Services or the arrangements relating to the provision thereof, it shall use reasonable endeavours notify the Client immediately. The Supplier shall endeavour to keep any such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances. For the avoidance of doubt, the Supplier does not have to notify the Client of any changes to the selection of films made available as part of the Services, such selection being at the sole discretion of the Supplier and subject to change.

10. Variation

10.1 The Supplier may revise these Free Trial Terms and Conditions from time to time in the following circumstances:

(a) changes in relevant laws and regulatory requirements; or

(b) any changes necessary (in the Supplier’s sole discretion) to the Permitted Activities as a result of technological problems with delivery of the Services.

11. Termination

11.1 The Supplier may terminate the provision of the Services immediately if:

(a) the Client commits a breach of its obligations under these Free Trial Terms and Conditions; or

(b) the Client is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors.

11.2 The Supplier may terminate this Agreement and the provision of the Services and Website with 24 hours notice to the Client.

11.3 On termination or expiration of the Agreement or Term, the Client shall immediately cease to use the Website and Services and at the Supplier’s option return or destroy any copies of materials the Client or any party under its control has made.

12. Liability and Indemnity

12.1 The Supplier only supplies the Services to the Client for internal use by the Client, and you agree not to use the Services for any re-sale purposes.

12.2 The Supplier shall not be liable to the Client or be deemed to be in breach of these Free Trial Terms and Conditions by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if such delay or failure is due to any cause beyond the Supplier’s reasonable control.

12.3 Nothing in these Free Trial Terms and Conditions shall exclude or in any way limit either party's liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent such liability may not be excluded or limited as a matter of law.

12.4 Subject to clause 12.3, and for the avoidance of doubt the Supplier shall not be liable for any loss or damage arising from failures or shortcomings in the provision of the Services caused by, arising out of or due to:

(a) the Client’s connection to the internet;

(b) the operational performance of the internet itself;

(c) private networks or VPNs or networked personal computers;

(d) leased lines;

(e) mobile service or airtime providers;

(f) failure of computers or other equipment (including mobile equipment such as smart phones or tablets) the Client uses to connect to the internet or to the Client’s mobile service or airtime provider, or to meet minimum system/equipment requirements as set out on the Website;

(g) accident, abuse or use of the Services in a manner inconsistent with these Free Trial Terms and Conditions or any other terms and conditions relating to the use of the Website or resulting from events beyond our reasonable control; or

(h) such failures or shortcomings which are covered by any service level agreements from time to time applicable to the Services being provided.

12.5 Subject to clause 12.3, the Supplier shall not be liable for:

(a) loss resulting from use not consistent with our applicable description of the Service in question;

(b) loss resulting from any defect or deficiency in the Service which we shall have remedied within a reasonable period;

(c) loss or corruption of data, information or software; and

(d) any loss of profits, salary, revenue or anticipated savings or for any special, consequential or indirect loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise whether or not such loss or damage is foreseeable, foreseen or known.

12.6 Subject to clauses 12.3, 12.4 and 12.5, the Supplier’s total liability arising under or in connection to this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise shall in no circumstances exceed the price paid for the Services by the Client in the 12 months preceding the liability arising.

12.7 The Client acknowledges that it is its sole responsibility to determine that the Services meet its requirements and that the Website has not been designed to meet its individual requirements. The Supplier gives no warranties to that effect.

12.8 The Client acknowledges and agrees that any commentary and other materials posted on the Website are not intended to amount to advice on which reliance should be placed. The Supplier therefore disclaims all liability and responsibility arising from any reliance placed on such materials by any visitor to the Website or arising from the Services, or by anyone who may be informed of any of its contents.

13. Force Majeure

13.1 The Supplier shall not be liable for any failure or delay in performing its obligations where such failure or delay results from any cause that is beyond its reasonable control (“Events Outside Supplier’s Control”). Such Events Outside Supplier’s Control include, but are not limited to: power failure, Internet Service Provider failure, failure of public or private telecommunications networks, industrial action, civil unrest, riot, invasion, fire, flood, storms, earthquakes, acts of terrorism or threat of terrorist attack, acts of war, governmental action, or any other event that is beyond the control of the party in question.

13.2 If an Event Outside Supplier’s Control takes place that affects the performance of the Supplier’s obligations under this Agreement:

(a) the Supplier will contact the Client as soon as reasonably possible to notify you; and

(b) the Supplier’s obligations under the Agreement will be suspended and the time for performance of the Supplier’s obligations will be extended for the duration of the Event Outside Supplier’s Control.

14. Communications

14.1 All notices under these Free Trial Terms and Conditions shall be in writing (which shall include email).

14.2 Notices shall be deemed to have been duly given:

(c) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;

(d) when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;

(e) on the fifth business day following mailing, if mailed by national ordinary mail; or

(f) on the tenth business day following mailing, if mailed by airmail.

14.3 All notices under these Free Trial Terms and Conditions shall be addressed to the most recent address, email address or fax number notified to the other party.

15. No Waiver

15.1 No waiver by the Supplier of any breach of these Free Trial Terms and Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.

15.2 No failure or delay on the part of either the Supplier or the Client to exercise any right, power or privilege under these Free Trial Terms and Conditions shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude, any other or further exercise of any other right, power or privilege.

16. Severance

16.1 In the event that one or more of these terms and conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Free Trial Terms and Conditions (which shall remain valid and enforceable).

17. Law and Jurisdiction

17.1 These Free Trial Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

17.2 Any dispute, controversy, proceedings or claim between the Seller and the Buyer relating to these Free Trial Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

Schedule

The Services

Access to the “First Phase Product” Yes Programme educational video programme available via the www.yesprogramme .co.uk website during the Term, being:

1. KS2 English, Maths and Science. 2. 90 educational based films as provided and selected by the Supplier (at the Supplier’s discretion) of lengths between approximately 2 and 6 minutes; and 3. 90 lesson resource sheets featuring discussion points, classroom activities and industry facts for use in the classroom.