Terms and Conditions of Supply and Terms of Use (Conditions)

Our ARC Maths App is designed to be used by children aged between 11 and 16 and adults. In some cases there is a free trial but thereafter a fee is payable. This will normally be paid on a subscription basis by either a school (for use of the ARC Maths App by its pupils) or by an adult for use by children authorised by the adult.

Individuals will buy the ARC Maths App via the App Store so please see their terms of sale which will apply as well as these. If there is any conflict between these Conditions and the App Store terms of sale, the latter shall prevail.

"You"/"your" – means a school or other purchaser of our ARC Maths App and your Authorised Users (as defined below). Although brief Terms of Use will be visible to users it is your responsibility to ensure that you and your Authorised Users comply with these Conditions.

By using the ARC Maths App you accept these Conditions.

Please read these Conditions carefully before you subscribe to or use the ARC Maths App. If you do not agree to these Conditions, you must not use the ARC Maths app. We recommend that you print a copy of these Conditions for future reference.

During a free trial, whether you are an individual or an organisation or business, the licence to use the ARC Maths App is entirely at our discretion.

Information about us and how to contact us

Who we are. The ARC Maths App and associated services are owned and operated by ARC Education (York) Limited (Company no. 11127187) of Blake House, 18 Blake Street, York YO1 8QG ("we", "us", "our"). Our VAT number is 286 5023 91.

How to contact us. You can contact us by writing to us at Arc Education, Blake House, 18 Blake Street, York YO1 8QG and by email at contact@arceducation.co.uk

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 provide to us.

1. Definitions
   1. In these Conditions the following terms shall have the meanings assigned to them below:
      • "ARC Maths App" means the digital online content supplied by us directly or via a third party which may include content including, text, information, data, interactive features, images, audio or video materials in digital form including any updates and modifications made available from time to time by us;
      • "Authorised Users" means those users for whom you have purchased a User Subscription in accordance with clause 4 below;
      • "Effective Date" means the date the ARC Maths App is first accessed by you or an Authorised User;
      • "Information" means any and all confidential or proprietary documentation, materials, software, code and information disclosed by either Party to the other or otherwise obtained by either Party in connection with these Conditions;
      • "Intellectual Property" means any and all intellectual property rights including patents, trade marks, design rights, copyright, rights in data and databases, domain names, topography rights, and all similar rights (whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world) together with any and all goodwill relating or attached thereto, the right to apply for registration of and/or register such rights and all extensions and renewals thereof;
      • "Parties" means you and us;
      • "Privacy Policy" means our privacy policy which can be found at www.arceducation.co.uk/privacypolicy
      • "Subscription Fees" means the fees payable by you to us for the Authorised User details of which are set out in clause 9 below;
      • "Term" has the meaning set out in clause 14.1;
      • "User Subscriptions" means the user subscriptions purchased by you which entitle the relevant number of Authorised Users to access and use the ARC Maths App in accordance with these Conditions;
      • "Virus" means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices; and
      • "Working Day" means any day falling on or between Monday to Friday, excluding all public and bank holidays in England and Wales.
2. Our Contract with you
   1. Subject to the restrictions and your obligations set out in these Conditions, we hereby grant a non-transferable, non-exclusive licence to you and your Authorised Users to use the ARC Maths App commencing on the Effective Date for the Term. The licence granted is strictly limited to use of the ARC Maths App by you and your Authorised Users for educational purposes.
   2. By using the ARC Maths App, you agree to be bound by these Conditions.
   3. You will be responsible for ensuring that your Authorised Users comply with these Conditions.
   4. You shall not allow any third party use, in whole or in part, of any of the ARC Maths App other than Authorised Users and you shall use all reasonable endeavours to ensure that your Authorised Users do not allow any third party use, in whole or in part, of any of the ARC Maths App.
   5. We may remove and/or edit, any of the ARC Maths App licensed to you under these Conditions at any time.
   6. We may require you to cease all use of the ARC Maths App if we reasonably believe that your use or that of your Authorised Users infringes the Intellectual Property rights of any third party, or breaches any applicable law or regulation. In this instance, we may terminate these Conditions immediately on written notice.
   7. All rights that are not expressly or specifically granted in these Conditions are reserved by us.
3. Terms of Use
   1. Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties or is expressly set out in these Conditions, you may not, nor permit others to:
      1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the ARC Maths App in any form or media or by any means;
      2. rent, lease, sublicense, sell, assign, pledge, transfer or otherwise dispose of the ARC Maths App, on a temporary or permanent basis;
      3. translate, reverse engineer, decompile, disassemble, unbundle, modify or create derivative works based on the ARC Maths App, except as expressly permitted by law;
      4. vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the ARC Maths App; or
      5. access all or any part of the ARC Maths App in order to build a product or service which competes with the ARC Maths App.
   2. You undertake to use all reasonable endeavours to prevent any unauthorised access to, or use of, the ARC Maths App and, in the event of any such unauthorised access or use you shall promptly notify us.
4. Authorised Users
   1. In relation to the Authorised Users, you undertake that:
      1. you will not allow or suffer any User Subscription to be used by more than one individual user unless it has been reassigned in its entirety to another individual user, in which case the prior user shall no longer have any right to access or use the ARC Maths App; and
      2. each user or a responsible parent/guardian (if applicable) shall keep a secure password for his or her use of the ARC Maths App.
5. Provision of the ARC Maths App
   1. We shall use reasonable and commercially prudent endeavours to make the ARC Maths App available 24 hours a day, seven days a week, except for planned maintenance, but this is not guaranteed.
   2. We reserve the right at any time to make any modification, change or addition to, or replacement of, the ARC Maths App where this is required to conform with any applicable statutory requirements without notifying you.
   3. We shall not be liable for any failure to provide the ARC Maths App in accordance with these Conditions to the extent that such failure is caused directly or indirectly by your negligence or breach of any term of these Conditions by you or an Authorised User.
   4. We do not guarantee that the ARC Maths app will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and ARC Maths App to access the ARC Maths app. You should use your own up-to-date virus protection software.
6. Acceptable Use
   1. You, and you shall procure that your Authorised Users, shall not access, store, distribute or transmit any Viruses in your use of the ARC Maths App.
   2. We may from time to time provide interactive services on the ARC Maths App. We will use reasonable endeavours to assess any possible risks for Authorised Users from third parties when they use any interactive service provided on the ARC Maths App and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service on the ARC Maths App and we expressly exclude all liability for any loss or damage arising from the use of any interactive service by an Authorised User in contravention of our content standards, whether the service is moderated or not.
7. Warranty
   1. We warrant that the ARC Maths App will provide the functionality advertised, but subject to the provisions of clauses 5.1 to 5.4 above.
   2. The warranty at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the ARC Maths App contrary to our instructions, or modification or alteration of the ARC Maths App by any party other than us or our duly authorised contractors or agents. If the ARC Maths App does not conform with the foregoing warranty, we will, at our expense, use reasonable and commercially prudent endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Notwithstanding the foregoing, we:
      1. do not warrant that your use of the ARC Maths App will be uninterrupted or error-free; or that the ARC Maths App, or any information obtained by you through the ARC Maths App will meet your requirements;
      2. do not suggest or imply that the use of the ARC Maths App will result in a pass or any particular result in any exam nor acceptance at any school; and
      3. are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the ARC Maths App and access to the ARC Maths App may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8. Your Obligations
   1. You shall and shall procure that your Authorised Users shall:
      1. only use the ARC Maths App in accordance with these Conditions for your own non-commercial purposes and you shall be responsible for any Authorised User's breach of these Conditions;
      2. use the ARC Maths App in accordance with our instructions and any laws, regulations and licenses which may apply to use of the ARC Maths App from time to time;
      3. ensure that the ARC Maths App once downloaded is kept secure and shall prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display and distribution of the ARC Maths App;
      4. be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet; and
      5. provide us with up-to-date information, co-operation and support as we shall reasonably require pursuant to these Conditions.
9. Subscription Fees and Payment
   1. The Subscription Fees for use of the ARC Maths App will be payable in advance and will depend on the number of Authorised Users. We will raise an invoice for the Subscription Fees on an annual basis and on a pro rata basis where a subscription commences after the start of the academic year or where the number of Authorised Users increases part way through an academic year.
   2. Invoices shall be payable within 30 days of receipt and access to the ARC Maths App shall be removed if payment is not received within that time.
   3. No refunds will be given.
   4. This clause 9 shall apply only in respect of User Subscriptions purchased other than through the App Store.
10. Intellectual Property
    1. All of our Information and all Intellectual Property and any other rights in the ARC Maths App and/or any other services provided under or in connection with these Conditions shall be and shall remain at all times our, or our licensors' exclusive property and you shall acquire no right, title or interest in or to the same and shall use such items solely as permitted by these Conditions.
11. Confidentiality
    1. Subject to the remainder of this Clause 11, neither you nor we shall, without the other Party’s prior written consent, disclose to any third party Information which comes to that Party’s attention pursuant to these Conditions. Each Party shall only use the Information of the other Party to exercise its rights and/or perform its obligations under these Conditions.
    2. You agree that we may disclose your Information to any relevant third party to the extent reasonably required by such third party in order to allow provision of the ARC Maths App and/or any other services provided under or in connection with these Conditions.
    3. The provisions of Clause 11.1 shall not apply to Information which:
       1. is in or comes into the public domain otherwise than by breach of these Conditions, except that any compilation of otherwise public information in a form not publically known shall nevertheless be treated as confidential Information;
       2. is in the other Party’s possession prior to the commencement of these Conditions;
       3. is or was lawfully received from a third party not under an obligation of confidentiality in respect of the same as shown by written evidence that predates the date of these Conditions;
       4. was developed independently of and without reference to the other Party’s Information; or
       5. is required to be disclosed under operation of law, by court order or by any regulatory body of competent jurisdiction (but then only to the extent and for the purpose required), in which case each Party shall promptly notify the other Party of any such disclosure requirement.
    4. We shall be entitled to publicise that you have licensed use of our ARC Maths App and our advertising or promotional materials.
    5. The restrictions contained in this Clause 11 shall continue to apply after termination or expiry of these Conditions without limit in time.
12. Data Protection
    1. We will be processing your personal data and that of your Authorised Users when you subscribe and/or use the ARC Maths App in order to provide you with the ARC Maths App. Where we process your personal data we will comply with our Privacy Policy, details of which can be found here, www.arceducation.co.uk/privacy-policy/
    2. You warrant that you have a lawful basis for providing us with the personal data of your Authorised Users and that you comply with applicable data protection regulations.
13. Liability
    1. This clause 13 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you:
       1. arising under or in connection with these Conditions;
       2. in respect of any use made by you or the Authorised Users of the ARC Maths App, and/or any other services provided under or in connection with these Conditions or any part of them; and
       3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Conditions.
    2. Except as expressly and specifically provided in these Conditions:
       1. you assume sole responsibility for results obtained from the use of the ARC Maths App by you, and for conclusions drawn from such use;
       2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Conditions; and
       3. the ARC Maths App is provided to you on an "as is" basis.
    3. Nothing in these Conditions shall exclude or limit either Party's liability for:
       1. death or personal injury caused by its (or its employees’, agents’ or contractors’) negligence; and
       2. fraud or fraudulent misrepresentation; and
       3. any other liability the exclusion or limitation of which is not permitted by law.
    4. Subject to clause 13.2 and clause 13.3:
       1. we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any: loss of profits; loss of business; depletion of goodwill and/or similar losses; or loss or corruption of data or information; or pure economic loss; or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Conditions; and
       2. our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Conditions shall be limited to the Subscription Fees paid or payable by you under these Conditions during the twelve (12) month period prior to the date the liability first arose or where the liability arises after the expiry or termination of these Conditions, to the Subscription Fees payable by you to us in the twelve (12) month (or shorter period if your use has been for less than 12 months) period prior to expiry or termination of these Conditions.
14. Term and Termination
    1. These Conditions shall commence on the date you or your Authorised User first access the ARC Maths App and shall continue for either the 7 day free trial period and/or the subscription term selected by you when ordering the ARC Maths App unless otherwise terminated in accordance with these Conditions (the "Term").
    2. A Party shall have the right to terminate these Conditions at any time on immediate notice to the other Party in the event that the other Party:
       1. fails to pay any amount due under these Conditions on the due date for payment;
       2. commits an irremediable material breach of these Conditions, persistently repeats a remediable material breach or commits any remediable material breach and fails to remedy it within fourteen (14) days of receipt of the notice of the breach requiring remedy of the same; or
       3. the other Party's financial position deteriorates to such an extent that in the terminating Party's opinion the other Party's capability to adequately fulfil its obligations under these Conditions has been placed in jeopardy.
    3. We may terminate these Conditions and access to the ARC Maths App:
       1. by serving written notice on you by email with immediate effect, if termination is required for legal or regulatory reasons;
       2. if we or our third party suppliers no longer operate or provide any or all of the products or services used in relation to the ARC Maths App or intends to cease operating or providing any or all of such products or services in the immediate future.
    4. The termination of these Conditions shall be without prejudice to the accrued rights and liabilities of either Party subsisting under these Conditions prior to termination.
    5. We may at our sole discretion suspend immediately the provision of the ARC Maths App, access to the ARC Maths App and/or any other services provided under these Conditions (or any part of them) until further notice on notifying you either orally (confirming such notification in writing) or in writing if we are entitled to terminate these Conditions. Any suspension shall not exclude our right subsequently to terminate these Conditions.
15. Consequences of Termination
    1. Upon termination of these Conditions for any reason, you shall immediately cease to make use of the ARC Maths App.
    2. Any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Conditions which existed at or before the date of termination shall not be affected or prejudiced.
    3. Any terms and conditions forming part of these Conditions which are agreed by you and us to survive termination or which by their nature are to survive termination, shall survive and continue in full force and effect.
16. Force Majeure
    1. We shall have no liability to you under these Conditions if we are prevented from or delayed in performing our obligations under these Conditions, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
17. Notices
    1. Any notice to be given under these Conditions must be in writing, may be delivered to the other party or parties by any of the methods set out in the left hand column below, and will be deemed to be received on the corresponding day set out in the right hand column:
       

       Method of service	Deemed day of receipt
       By hand or courier	the day of delivery
       By pre-paid first class post	the second Working Day after posting
       By recorded delivery post	the next Working Day after posting
       By email	the day of sending, provided the sender receives notice of error-free transmission, or if sent after 16.00 (recipient's local time) on the next Working Day

       Your and our respective representatives for the receipt of notices are, until changed by notice given in accordance with this clause, as follows:

       For ARC Education (York) Limited	For you
       contact@arceducation.co.uk	the email address used to subscribe

    2. This clause does not apply to email as a form of service of any proceedings or any documents in any legal action, or where applicable, any arbitration or other method of dispute resolution.
18. General
    1. You shall not assign, purport to assign or otherwise transfer these Conditions and/or any of their obligations hereunder, in whole or in part, without our prior written consent.
    2. If we do not insist immediately that you do anything you are required to do under these Conditions, or if we delay in taking steps against you in respect of your breaching these Conditions, 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 you with access to the ARC Maths App, we can still require you to make the payment at a later date.
    3. Headings in these Conditions are for ease of reference only and do not limit the scope of the relevant section.
    4. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under these Conditions.
    5. If any part of these Conditions is held unlawful, invalid or unenforceable, that part shall be considered struck out and the remainder of these Conditions shall remain in full force and effect. We and you shall work together in good faith to agree an enforceable replacement provision capturing the spirit of the original.
    6. These Conditions together with the Privacy Policy constitutes the whole agreement between the Parties and supersedes all previous agreements between the Parties relating to its subject matter. Each Party acknowledges that, in entering into this agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in these Conditions. Nothing in this clause shall limit or exclude any liability for fraud.
    7. This agreement is between you and us. No other person shall have any rights to enforce any of its terms.
    8. This agreement 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.
    9. You and us irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).