Terms & Conditions

Harding Education Ltd – terms and conditions of sale.

Our terms

1. These terms
   • What these terms cover. These are the terms and conditions on which we supply digital content products and services to you.
   • Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products and services to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
   • Are you a business customer or a consumer? In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:

• You are an individual.
• You are buying products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
  • If you are a business customer this is our entire agreement with you. If you are a business customer these terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

2. Information about us and how to contact us
   • Who we are. We are Harding Education Ltd a company registered in England and Wales. Our company registration number is 13252960 and our registered office is at 5 George Fitzroy, Morpeth, United Kingdom, NE61 6FE. Our registered VAT number is 382 8492 57.
   • How to contact us. You can contact us by telephoning our customer service team at 07379143001 or by writing to us at wwn@hardingeducation.com.
   • How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
   • “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
3. Our contract with you
   • How we will accept your order. Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.
   • If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the product or services. This might be because the product is discontinued, or due to unexpected limits on our resources which we could not reasonably plan for, or because we have identified an error in the price or description of the product or services.
4. Your rights to make changes

If you wish to make a change to your order please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

5. Our rights to make changes
   • Minor changes. We may change the product or service:
     • to reflect changes in relevant laws and regulatory requirements; and
     • to implement minor technical adjustments and improvements, for example to address a security threat. These changes may limit your use of the product or services until the site is in working order.
   • More significant changes to the products / services and these terms. In addition, as we informed you in the description of the product or services on our website, we may make the following changes to these terms or the product / services, but if we do so we will notify you and you may then contact us to end the contract before the changes take effect and receive a refund for any products or services paid for but not received:
     • we may change the product to reflect any changes in any relevant curriculum content.
   • Updates to digital content. We may update or require you to update digital content, provided that the digital content shall always match the description of it that we provided to you before you bought it.
6. Providing the products
   • When we will provide the products.
     • If the products are one-off services. We will begin the services on the date stated on the order. The estimated completion date for the services is as stated on the order. Time shall not be of the essence.
     • If the products are ongoing services or is a subscription to receive digital content. We will supply the services and / or digital content to you until the subscription expires or you end the contract as described in clause 7 or we end the contract by written notice to you as described in clause 9.
   • We are not responsible for delays outside our control. If our supply of the products and / or services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products and / or services you have paid for but not received.
   • What will happen if you do not give required information to us. We may need certain information from you so that we can supply the products to you, for example, billing and payment information. If so, this will have been stated in the description of the products on our website. We will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 9.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products or services late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
   • Reasons we may suspend the supply of products or services to you. We may have to suspend the supply of a product or a service to:
     • deal with technical problems or make minor technical changes;
     • update the product to reflect changes in relevant laws, regulatory requirements and education syllabuses;
     • make changes to the product or service as requested by you or notified by us to you (see clause 5).
   • Your rights if we suspend the supply of products or services. We will contact you in advance to tell you we will be suspending supply of the product or service, unless the problem is urgent or an emergency. If we have to suspend the product for longer than 14 days we will adjust the price so that you do not pay for products or services while they are suspended. You may contact us to end the contract for a product or service if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 14 days and we will refund any sums you have paid in advance for the product or service in respect of the period after you end the contract.
   • We may also suspend supply of the products or services if you do not pay. If you do not pay us for the products when you are supposed to (see clause 12.4) and you still do not make payment within 7 days of us reminding you that payment is due, we may suspend supply of the products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the products. We will not suspend the products where you dispute the unpaid invoice (see clause 12.7). We will not charge you for the products during the period for which they are suspended. As well as suspending the products we can also charge you interest on your overdue payments (see clause 12.6).
   • If you do not allow us access to provide services. If you do not allow us access to your property to perform the services as arranged (and you do not have a good reason for this) we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to your property we may end the contract and clause 9.2 will apply.
7. Your rights to end the contract
   • You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, when you decide to end the contract and whether you are a consumer or business customer:
     • If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced or a service re-performed or to get some or all of your money back), see clause 11 if you are a consumer and clause 12 if you are a business;
     • If you want to end the contract because of something we have done or have told you we are going to do, see clause 7.2;
     • If you are a consumer and have just changed your mind about the product, see clause 7.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions;
     • In all other cases (if we are not at fault and you are not a consumer exercising your right to change your mind), see clause 7.8.
   • Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at 7.2.1 to 7.2.5 below the contract will end immediately and we will refund you in full for any products and / or services which have not been provided and you may also be entitled to compensation. The reasons are:
     • we have told you about an upcoming change to the product and / or service or these terms which you do not agree to (see clause 5.2);
     • we have told you about an error in the price or description of the product and / or service you have ordered and you do not wish to proceed;
     • there is a risk that supply of the products and / or services may be significantly delayed because of events outside our control;
     • we have suspended supply of the products and / or services for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 14 days; or
     • you have a legal right to end the contract because of something we have done wrong.
   • Exercising your right to change your mind if you are a consumer (Consumer Contracts Regulations 2013). If you are a consumer then for most products bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
   • When consumers do not have a right to change their minds. Your right as a consumer to change your mind does not apply in respect of digital content products and / or services after you have started to download or stream these; or in respect of training services once these have been completed, even if the cancellation period is still running.
   • How long do consumers have to change their minds? How long you have depends on what you have ordered. If you have bought digital content for download or streaming, you have 14 days after the day we email you to confirm we accept your order, or, if earlier, until you start downloading or streaming. If we delivered the digital content to you immediately, and you agreed to this when ordering, you will not have a right to change your mind.
   • Ending an annual subscription term. Unless expressly stated otherwise in the order, you agree that an annual subscription to access and use the digital content shall automatically extend for a period of 12 months. You must notify us no later than 30 days before the end of the initial or extended 12 month period if you wish to end the contract.
   • Ending a monthly subscription term. Unless expressly stated otherwise in the order, you agree that a monthly subscription to access and use the digital content shall automatically renew every month. You must notify us no later than 7 days before the end of the relevant month if you wish to end the contract.
   • Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you are not a consumer who has a right to change their mind (see clause 7.1), you can still end the contract before it is completed in certain circumstances, but you may have to pay us compensation. A contract for digital content is completed when the product is delivered, downloaded or streamed and paid for. A contract for services is completed when we have finished providing the services and you have paid for them. You may be able to terminate the contract early in the event of a change in circumstances. If this is the case, please contact us. We may ask you to provide supporting evidence. The contract will end immediately and we will refund any sums paid by you for products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the contract.
8. How to end the contract with us (including if you are a consumer who has changed their mind)
   • Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
     • Phone or email. Call customer services on 07379143001 or email us at wwn@hardingeducation.com. Please provide your name, home address, details of the order and, where available, your phone number and email address.
   • How we will refund you. If you are entitled to a refund under these terms we will refund you the price you paid for the products, by the method you used for payment. However, where the product is a subscription service, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
   • When your refund will be made. We will make any refunds due to you as soon as possible. If you are a consumer exercising your right to change your mind then your refund will be made within 14 days of your telling us you have changed your mind.
9. Our rights to end the contract
   • We may end the contract if you break it. We may end the contract for a product and / or service at any time by writing to you if:
     • you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due; or
     • you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products, for example, billing and payment information.
   • You must compensate us if you break the contract. If we end the contract in the situations set out in clause 9.1 we will refund any money you have paid in advance for products or services we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
   • We may withdraw the product or services. We may write to you to let you know that we are going to stop providing the product and / or services. We will refund any sums you have paid in advance for products and / or services which will not be provided.
10. If there is a problem with the product or services

How to tell us about problems. If you have any questions or complaints about the product and / or services, please contact us. You can telephone our customer service team at 07379143001 or write to us at wwn@hardingeducation.com.

11. Your rights in respect of defective products if you are a consumer
    • If you are a consumer we are under a legal duty to supply products that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the products. Nothing in these terms will affect your legal rights.

12. Price and payment
    • Where to find the price for the product and / or services. The price of the product and / or services (which includes VAT) will be the price indicated on the website order pages when you place your order, or as otherwise agreed between us. We take all reasonable care to ensure that the price of the product and services advised to you is correct. However please see clause 12.3 for what happens if we discover an error in the price of the product or services you order.
    • We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product and / or services, we will adjust the rate of VAT that you pay, unless you have already paid for the product and / or services in full before the change in the rate of VAT takes effect.
    • What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products and services we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product and / or services’ correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product and / or services’ correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract and refund you any sums you have paid.
    • When you must pay and how you must pay. We accept payment via Stripe, Inc. Please see their website (https://stripe.com/gb) for further information. When you pay depends on what product or service you are buying:
      • You must pay for the products before you download them or before they start.
      • If you have purchased a subscription service, you must make an annual payment for the subscription services before they start. This will automatically renew annually, unless cancelled in accordance with clause 7.6.
      • For training services, you must make an advance payment of 50% of the price of the services, before we start providing them. We will invoice you for the balance of the price of the services when we have completed them. You must pay each invoice within 30 calendar days after the date of the invoice.
    • Our right of set-off if you are a business customer. If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
    • We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
    • What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
13. Our responsibility for loss or damage suffered by you if you are a consumer
    • We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
    • We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products as summarised at clause 11.1.
    • When we are liable for damage caused by defective digital content. If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
    • We are not liable for business losses. If you are a consumer we only supply the products for to you for domestic and private use. If you use the products and / or services for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 14.
14. Our responsibility for loss or damage suffered by you if you are a business
    • Nothing in these terms shall limit or exclude our liability for:
      • death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
      • fraud or fraudulent misrepresentation;
      • breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; or
      • any matter in respect of which it would be unlawful for us to exclude or restrict liability.
    • All terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
    • Subject to clause 14.1:
      • we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
      • our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to one hundred per cent (100%) of the total sums paid by you for products and / or services under such contract.

15. How we may use your personal information

How we will use your personal information. We will only use your personal information as set out in our Privacy Policy [Privacy Policy – Winning with Numbers (wwnumbers.com)].

16. Intellectual Property Rights
    • For the purposes of this clause, the following definition shall apply:

‘Intellectual Property Rights’: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

• In relation to the products and / or services:
  • We (and any licensors) shall retain ownership of all Intellectual Property Rights in the digital content products and services;
  • We grant to you, or shall procure the direct grant to you, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of your subscription to use the digital content products and / or services in accordance with these terms and our agreement with you;
  • You shall not copy, reproduce, resell or modify the digital content products and / or services; and
  • You shall not sub-license, assign or otherwise transfer the rights granted in clause 16.2.2.
• We:
  • warrant that the receipt and use of the digital content products and / or services by you shall not infringe the rights, including any Intellectual Property Rights, of any third party;
  • shall not be in breach of the warranty at clause 16.3.1, to the extent the infringement arises from:
    • any modification of the products or services, other than by or on behalf of us; and
    • compliance with your specifications or instructions.

17. Other important terms
    • We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer you may contact us to end the contract within 14 days of us telling you about it and we will refund you any payments you have made in advance for products not provided.
    • You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing. You may not share your log in details with any other person.
    • Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.
    • If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
    • Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products and / or services, we can still require you to make the payment at a later date.
    • Which laws apply to this contract and where you may bring legal proceedings if you are a consumer. These terms are governed by English and Welsh law and you can bring legal proceedings in respect of the products in the English and Welsh courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English and Welsh courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English and Welsh courts.
    • Alternative dispute resolution if you are a consumer. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are a consumer and are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. You can submit a complaint to ProMediate via their website at https://www.promediate.co.uk/.
    • Which laws apply to this contract and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with a contract between us 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 and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
    • Schools. If we request you to inform us of the school you work for then that must be a true and legitimate place of employment. Individuals that are not employed by the declared school, or who have no genuine intent to implement the product in school, are not permitted to access the school platform products.

• Model Cancellation Form for consumer customers

(Complete and return this form only if you wish to withdraw from the contract)

To Harding Education Ltd, of 5 George Fitzroy, Morpeth, United Kingdom, NE61 6FE,  07379143001 and wwn@hardingeducation.com.

I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of supply of the following digital content [*]/for the supply of the following service [*],

Ordered on [*]/received on [*],

Name of consumer(s),

Address of consumer(s),

Signature of consumer(s) (only if this form is notified on paper),

Date

[*] Delete as appropriate

© Crown copyright 2013.