• provide any of the services (Services) listed on our website at www.teacher-of-english.com (our Site), and;
• license any of the information and materials which we make available on our Site (Materials);
These Terms will apply to any contract between us for the supply of Services and/or licensing of Materials to you (Contract). Please read these Terms carefully and make sure that you understand them, before becoming a Subscriber (see clause 2.2 below) and downloading any Materials from our site, or downloading any of our Materials on a pay-as-you-go basis (see clause 2.9). Please note that before placing an order you will be asked to agree to these Terms.
Please tick the box on our order page to confirm that you agree to these Terms. If you do not agree to these Terms, you will not be able to purchase, or renew, your Subscription to our Services or access or download any Materials from our Site.
You should print a copy of these Terms or save them to your computer for future reference.
We may amend these Terms from time to time as set out in clause 12. Every time you wish to renew your Subscription, please check these Terms to ensure you understand the terms which will apply at that time. These Terms were most recently updated on 9 September 2014.
These Terms, and any Contract between us, are only in the English language.
1 Information about us
1.1 We operate the website www.teacher-of-english.com. We are Online Teaching Resources Limited, a company registered in England and Wales under company number 7323662 and with our registered office at Higsons, 93 Market Street, Farnworth, Bolton, BL4 7NS. Our main trading address is 3 Cranark, Bolton, BL1 5XP. Our VAT number is 124787103.
1.2 To contact us, please see our Contact Us page http://www.teacher-of-english.com/page.php?id=8
2 Our Services
2.1 Our Services are available on a subscription basis and on a pay-as-you-go basis.
Services on a subscription basis
2.2 To access to our Services on a subscription basis, you must register as a subscriber to one of our subscription plans (Subscription Plan) as set out below (Subscriber). To register as a Subscriber you must provide us with your name and contact details, set a secure password, choose one of our categories of membership and membership packages (see clause 2.3 below) and pay in advance for your Subscription Plan using a credit or debit card via SagePay, or using a PayPal account. You will remain a Subscriber for as long as you have a current Subscription Plan in place. Our Subscription Plans are annual or bi-annual subscriptions (billed in advance and renewed automatically every 6 or 12 calendar months).
2.3 We operate two different categories of Subscriber membership, each with a number of alternative membership packages:
(a) Individual Membership, which is available in the following membership packages:
(i) Primary Membership;
(ii) Secondary Membership; and
(iii) All Access Membership;
(b) School Membership, which is available in the following membership packages:
(i) Primary School Membership;
(ii) Secondary School Membership; and
(iii) All Access School Membership.
Information about these different categories of membership, and the available membership packages within each category, is available on our website http://www.teacher-of-english.com/join.php?id=5
2.4 By becoming a Subscriber:
(a) for an Individual Membership you warrant and represent to us that you are an individual teacher acting in the course of your profession or business as a teacher;
(b) for a School Membership you warrant and represent to us that you are registering on behalf of a school or other educational establishment, and that such school or other educational establishment is acting in the course of its business or professional work.
2.5 The rate at which our Subscription Plans are charged depends upon the membership type you require (Individual Membership or School Membership). For full details visit our Subscriptions page http://www.teacher-of-english.com/join.php?id=5. We may vary the rate for our Subscription Plans at any time and the increased rates will apply with effect from your next renewal.
2.6 If you choose to pay by debit or credit card we will charge your debit or credit card at the point that you place your order on our Site. If you pay using a Paypal Account we will charge your account on the same time. Schools placing an order for our Services may also pay by cheque or BACS.
2.7 Your Subscription Plan will begin when we receive your payment in full.
2.8 You warrant and represent to us that the information about you and/or your family and/or your school (as applicable) which you have given to us in your order form is complete and accurate.
Services on a pay-as-you-go basis
2.9 Our Services are also available on a pay-as-you-go basis, which means that you will pay the individual price of each set of Materials at the time you choose to download those Materials.
2.10 By downloading our Materials on a pay-as-you-go basis, you warrant and represent to us that you are either:
(a) an individual teacher acting in the course of your profession or business as a teacher; or
(b) acting on behalf of a school or other educational establishment, and that such school or other educational establishment is operating in the course of its business or professional educational.
For the avoidance of doubt, our Services and Materials are not available to individual consumers (such as students, parents or other individuals acting in a personal capacity outside of a teaching business or profession) and if you are an individual consumer you are not entitled to download any of our Materials on a pay-as-you-go basis.
2.11 Details of the prices which are payable for downloading our Materials on a pay-as-you-go basis are specified in the information about each of the Materials on our Site.
2.12 If you choose to pay by debit or credit card we will charge your debit or credit card at the point that you place your order on our Site. If you pay using a PayPal Account we will charge your account on the same time.
2.13 For Materials which you download on a pay-as-you-go basis, when we receive your payment in full we will provide you with a link to enable you to download the Materials you have paid for, and you are entitled from that point to use the Services and the Materials which you have purchased in accordance with these Terms
2.14 You warrant and represent to us that the information about you and/or your school (as applicable) which you have given to us in your order form is complete and accurate.
For the avoidance of doubt, our Services and Materials are not available to individual consumers (such as students, parents or other individuals acting in a personal capacity outside of a teaching business or profession) and if you are an individual consumer you are not entitled to register for a Subscription Plan on our site or download any of our Materials on a pay-as-you-go basis.
4 Renewal of a Subscription Plan
4.1 Once your Subscription Plan has started, your Subscription will continue for 6 or 12 months depending on your subscription package and after the date on which your Subscription Plan begins. You will continue to be a Subscriber until either:
(a) you cancel your Subscription Plan under clause 6 or clause 21 below; or
(b) we cancel your Subscription Plan or the Contract between us under clause 21 below.
4.2 We will write to you around 30 days before date on which your Subscription Plan is due to be renewed to remind you about the renewal. To do this we will use the contact details which you have most recently provided to us, so it is very important that you notify us if your contact details change. If your Subscription Plan is not cancelled by you or by us in the way referred to above, we will automatically renew your Subscription Plan on the last day of the Subscription Period and on the last day of each successive renewed Subscription Period and will charge your credit/debit card or PayPal account again at that time for the then current price for the same Subscription Plan.
5 Changing your Subscription Plan
5.1 You may change the membership type in your Subscription Plan (i.e. Individual Membership or School Membership) at any time during your Subscription Plan by:
(a) phoning us on (+44) 01204 439971;
(b) emailing us at firstname.lastname@example.org
5.2 If you change:
(a) to a more expensive level of access we will charge your credit or debit card for the additional price for the level of access you have chosen, calculated pro-rata to the number of days remaining in your current Subscription Period. Your change will take effect as soon as your credit or debit card payment is received by us;
(b) to a less expensive level of access, your change will take effect at the next renewal of your Subscription Plan after your current Subscription Period expires.
In each case, the next time we renew your Subscription Plan under clause 4.2 we will renew it at the same level of access unless you tell us otherwise under this clause 5.
6 Your right to stop the renewal of your Subscription Plan
6.1 If you do not wish your Subscription Plan to be automatically renewed at the end of your current Subscription Period you may cancel your Subscription Plan with effect from the renewal date by sending a cancellation request to us at email@example.com. All cancellation requests:
(a) must specify your first name, last name and user ID, and must inform us of your intention to cancel; and
(b) must be received by us not later than 17:00 hours (UK time) on the date which is 14 days before the last day of your current Subscription Period.
6.2 If you do not send your cancellation request to us as specified in clause 6.1 then we will automatically renew your Subscription Plan on the same basis at the end of the Subscription Period and will charge your debit or credit card for the relevant amount. We are not obliged to accept any cancellation requests which are received later than the deadline specified above, or to give refunds in those circumstances.
7 Free Trials
7.1 In some cases we may offer some of our customers a free trial of parts of our Service. We reserve the right to vary the length of a free trial at any time. Free trials are only available once to any one school, and only to one teacher in any one school. Subsequent free trials by the same school, or by another teacher at the same school, will not be offered. During your free trial period if you upgrade to a Subscription Plan you will charged the full rate on the date that you upgrade.
8 What does your Subscription Plan entitle you to receive?
8.1 When your Subscription Plan begins we will make available to you our Services and the Materials on our Site, and you are entitled from that point to use the Services and the Materials in accordance with these Terms.
8.2 If you register with an Individual Member Subscription Plan, you will be entitled to download Materials from our Site with a maximum value of:
(a) 50 credits in each month for the Economy Individual Primary Membership, Economy Individual Secondary Membership packages and Economy Individual All Access Membership; and
(b) 100 credits in each month for the Standard Individual Primary Membership and Standard Individual Secondary Membership packages; and
(c) 200 credits in each month for the Standard Individual All Access Membership package;
(referred to as the “Monthly Credit Allowance”).
8.3 On the first day of each month during your Subscription Plan, the number of credits on your account will be reset at the Monthly Credit Allowance for your Subscription Plan, as specified above. Any credits which you do not use in a month may not be carried over to the following month, and will be lost at the end of the month. You can view the remaining credits which are available to you by logging into your account. The number of credits which you must spend to download each of our Materials is specified with the details of those Materials on our Site. For these purposes a “month” begins on the commencement date of your Subscription Plan and runs until the day before the anniversary of the date in the following month. For example, if your Subscription Plan begins on 23 May, the first month for the purposes of your Monthly Credit Allowance will run from 23 May to 22 June, and on 23 June your available credits will reset to the value of your Monthly Credit Allowance (and subsequently on 23 July, 23 August, etc.).
8.4 If you register with a School Membership Subscription Plan, there is no limit on the number of Materials which you may download in any calendar month but there is a download cap of 300 credits per day. If this 300 credit limit is exceeded more than 3 times in a month your account will be placed on hold as a precaution while we investigate.
9 Your account and password
9.1 You must treat your user login and password information as confidential. You must not disclose them to any third party.
9.3 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.
10 How we use your personal information
11 How the contract is formed between you and us
11.1 For the steps you need to take to place on order for Services on our Site, please see our FAQs page http://www.teacher-of-english.com/page.php?id=124
11.2 Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.
11.3 After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 11.4.
11.4 We will confirm our acceptance to you by sending you an e-mail that confirms that your order for a Subscription Plan or to download Materials on a pay-as-you-go basis (as the case may be) has been accepted (Order Confirmation). The Contract between us will only be formed when we send you the Order Confirmation.
11.5 If we are unable to supply you with a Service, for example because of an error in the price on our Site as referred to in clause 14.5, we will inform you of this by e-mail and we will not process your order. If you have already paid for the Service, we will refund you the full amount as soon as possible.
12 Our right to vary these terms
12.1 We may revise these Terms from time to time in the following circumstances:
(a) changes in how we accept payment from you; and
(b) changes in relevant laws and regulatory requirements.
12.2 Every time:
(a) your Subscription Plan is renewed; or
(b) you purchase Materials to download on a pay-as-you-go basis;
the Terms in force at that time will apply to the Contract between you and us.
12.3 Whenever we revise these Terms in accordance with this clause 12.1, we will keep you informed and give you notice of this by stating that these Terms have been amended and the relevant date at the top of this page.
13 Making available our Services and Materials to you
13.1 We will make available to you our Services and Materials via our Site after we have sent you our Order Confirmation.
13.2 Our Service does not include the provision of computer or other necessary equipment, software or network connectivity required to access our Site. To use our Site and to view and/or download the Materials on it you will require a computer with a suitable web browser, internet connectivity, and appropriate telecommunications links. You will need a .pdf reader and a PowerPoint reader to download our Materials and a printer to print them off. Many of our Materials use sound and so it is important that your computer or device has a sound capability and speakers or headphones. Our Site contains some links where you can download some suitable web browsers and a pdf reader and PowerPoint reader. Please note that in order to benefit from the full potential of our Materials (including the ability to edit our Materials) you will need Microsoft PowerPoint or Open Office. We recommend that you use the most up-to-date version of the software which is available and, in particular, you may not be able to edit fully some of our materials using pre-2007 versions of this software.
13.3 We do not guarantee that our Site, or any content on it, will always be available or be uninterrupted. We change the content on our Site regularly. Whilst we make reasonable efforts to ensure that our Site is available, we will not be liable to you if for any reason our Site is unavailable at any time or for any period.
13.4 You are responsible for making all arrangements necessary for you to have access to our site.
14 Price of Services
14.1 The prices of our Services will be as quoted on our Site from time to time. We take all reasonable care to ensure that the prices of our Services are correct at the time when the relevant information was entered onto the system. However if we discover an error in the price of Services you ordered, please see clause 14.5 for what happens in this event.
14.2 Prices for our Services may change from time to time, but changes will not affect any order which we have confirmed with an Order Confirmation.
14.3 The price of our Services includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Services in full before the change in VAT takes effect.
14.4 The price of our Services is for the Services made available to you on our Site. You are responsible for the costs involved in the computer equipment, software, network connectivity and an internet service provider which are necessary to view and/or download the Materials.
14.5 Our site contains a large number of Services and Materials. It is always possible that, despite our reasonable efforts, some of the Services and/or Materials on our site may be incorrectly priced. If we discover an error in the price of the Services and/or Materials you have ordered we will inform you in writing of this error and we will give you the option of continuing to purchase the Services or Materials 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. Please note that if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, we do not have to provide the Services and/or Materials to you at the incorrect (lower) price.
15 How to pay
15.1 You can only pay for our Services using a debit card or credit card via SagePay or PayPal or by using a PayPal account. Information about the cards which are accepted by those payment providers is available on their websites. Schools placing an order for our services may also pay by cheque or BACS.
15.2 Payment for the Services is in advance. We will charge your debit card or credit card at the point you place your order.
16 If there is a problem with the Services
16.1 In the unlikely event that there is any defect with the Services:
(a) please contact us and tell us as soon as reasonably possible;
(b) please give us a reasonable opportunity to fix any defect; and
(c) we will use reasonable efforts to remedy any defect as soon as reasonably practicable.
16.2 Sometimes our Site will contain links to websites provided by third parties. Although we take care to provide links to pages which are correct and which contain appropriate materials or information, we are not responsible for the content of those external sites and have no control over it. Web pages on sites can be changed by the third parties without our knowledge. If you find a link on our Site which is broken, or which links to a web page which you believe is incorrect or inappropriate, please contact us by sending an email to firstname.lastname@example.org and we will look into it for you.
17 Authority and Licence for the use of the Services and the Materials
17.1 We authorise you and your Authorised Users to use the Services and the Materials for which you agree to pay our charges.
17.2 In this clause 17:
(i) you have purchased an Individual Member Subscription Plan; or
(ii) you have purchased Materials on a pay-as-you-go basis and you are an individual teacher acting the course of your business or profession as a teacher;
then “Authorised Users” means students which are taught by you only in the course of your teaching profession or business (and, for the avoidance of doubt, does not include students of other teachers at your school or educational establishment);
(i) you have purchased a School Subscription Plan; or
(ii) you have purchased Materials on a pay-as-you-go basis on behalf of a school or other educational establishment, and that school or other educational establishment is acting in the course of its business or professional work;
then “Authorised Users” means the pupils and members of staff at the school or other educational establishment which is named in, and who are based at the same campus address as you have specified in, your order (and which we have confirmed in our Order Confirmation).
17.3 This authority starts on the date that we make the Services and Materials available to you on our Site (see clause 13.1) and continues unless we terminate or cancel the Contract lawfully under clause 21.
17.4 If you have purchased an Individual Member Subscription Plan or you have purchased Materials on a pay-as-you-go basis and you are an individual teacher acting the course of your business or profession as a teacher, then you may:
(a) retrieve and display the Materials on a computer screen;
(b) display the Materials on a classroom-based display device for viewing by your Authorised Users for their own study purposes;
(c) download and print the Materials (in the case of downloadable Materials);
(d) view and use the Materials for your own teaching purposes in your professional capacity as a teacher of your Authorised Users; and
(e) modify and/or adapt the Materials for use by you for your own teaching purposes in your professional capacity as a teacher of your Authorised Users;
in each case only at the address specified for you in our Order Confirmation;
17.5 If you have purchase a School Subscription Plan or you have purchased Materials on a pay-as-you-go basis on behalf of a school or other educational establishment, and that school or other educational establishment is acting in the course of its business or professional work, then you may:
(a) retrieve and display the Materials on computer screens; and
(b) display the Materials on a classroom-based display device for viewing by the school’s Authorised Users for their own study purposes;
(c) download and print copies of the Materials (in the case of downloadable Materials); and
(d) view, use and (in the case of downloadable Materials) modify/adapt the Materials for your own internal teaching purposes at the school named in our Order Confirmation (but not at any other school or institution and not for any commercial purpose); and
(e) permit members of the teaching staff in their professional capacity as a teacher at your School to modify and/or adapt the Materials for your/their own internal teaching purposes at the school named in our Order Confirmation (but not at any other school or institution and not for any commercial purpose);
in each case only at the single geographical campus site attached to the main address specified for your school in our Order Confirmation.
17.6 For the avoidance of doubt, an Individual Membership entitles the individual teacher who has entered into a Contract with us (and not the School at which that teacher works, or any other teachers in that School) to use the materials as permitted under these Terms and Conditions. If you leave a school at which you are a teacher, you will continue to be licensed to use the Materials under your Individual Membership (provided that you continue to purchase a Subscription Plan) but the school which you have left has no rights to use those Materials. The licence is specific to you as the teacher who has entered into a Contract with us.
17.7 You will keep intact all copyright and proprietary notices which appear on the Materials even if you modify or adapt them in some way as permitted under clause 17.4(e) or 17.5(d) or 17.5(e) above.
17.8 You acknowledge that you are licensed to use the Materials and our Services only as expressly permitted by these Terms, and not further or otherwise. In particular, except as expressly permitted by these Terms, you may not reproduce, modify, copy, distribute or use any of the Materials for any commercial purpose.
18 Intellectual Property Rights
18.1 We own the copyright, design right and all other intellectual property rights of whatever nature in the Services and the Materials and any other information which we publish on our Site.
18.2 We warrant that the normal use by you of the Services and/or Materials in accordance with these Terms will not infringe any third party intellectual property rights.
18.3 We will indemnify you against losses, costs or expenses you may incur as a result any use by you of the Services and/or Materials in accordance with these Terms infringing any third party intellectual property rights, provided that you notify us within a reasonable time of any such claim being made, give us control of the claim and all reasonable assistance in defending the claim. This clause 18.3 sets out our entire liability in respect of infringement of any third party intellectual property rights.
18.4 The warranty in clause 18.2 and the indemnity in clause 18.3 shall not apply in respect of any Materials which have been modified or adapted other than by us.
19 Our liability
19.1 We only supply the Services and Materials for internal use by you in your professional educational capacity, and you agree not to use the Services or Materials for any re-sale purposes.
19.2 Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any other liability which by law we cannot exclude or limit.
19.3 Subject to clause 19.2, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise (including under the indemnity set out in clause 18.3), arising under or in connection with the Contract for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill;
(f) any indirect or consequential loss;
(g) use of, or inability to use, our site; or
(h) use of or reliance on any content displayed on our site.
19.4 Subject to clause 19.2 and clause 19.3, our total liability to you in respect of all other losses arising under or in connection with any Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise (including under the indemnity in clause 18.3), shall in no circumstances exceed the price you have paid us for the Services under that Contract.
19.5 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Services or the Materials. 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 or Materials are suitable for your purposes.
20 Events outside our control
20.1 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 20.2.
20.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation 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.
20.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) 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. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
21 Your rights and our rights to cancel the Contract for breach
21.1 Without limiting its other rights or remedies, either of us may terminate the Contract with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so.
22 Communications between us
22.1 When we refer, in these Terms, to "in writing", this will include e-mail.
22.2 Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail.
22.3 A notice or other communication shall be deemed to have been received: if delivered personally, when left at our main trading address specified at clause 1.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if sent by e-mail, one Business Day after transmission; or, if posted on our website, immediately.
22.4 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.
22.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
23 Other important terms
23.1 You confirm that you have authority to bind any business (including any School) on whose behalf you use our site to purchase Services.
23.3 Any samples of the Materials which we place on our Site are for illustrative purposes only.
23.5 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
23.6 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. We will always notify you in writing or by posting on our Site if this happens.
23.7 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
23.8 The 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.
23.9 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.
23.10 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.
23.11 Each 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) shall be governed by and construed in accordance with the law of England and Wales.
23.12 We both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).
23.13 We will not file a copy of the Contract between us.