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Policies have been updated for the following sites: 

languagenut_tos                    https://www.languagenut.com/en-au/terms/
languagenut_privacy                https://www.languagenut.com/en-au/privacy-policy/
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languagenut_privacy.txt
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@ -2,720 +2,3 @@ SITE: languagenut_privacy
URL: https://www.languagenut.com/en-au/privacy-policy/
PRIVACY POLICY
Languagenut Limited ("we", "us", "our") is committed to protecting and
respecting your privacy.
This privacy policy, ("Privacy Policy") and any other documents
referred to in it, sets out the basis on which we collect and process
your personal data as a data controller when you use our website or
services.
Please read the following carefully to understand our views and
practices regarding your personal data and how we will treat it. By
visiting www.languagenut.com, ("Site") or using our services or apps,
("Services") you are accepting and consenting to the practices
described in this Privacy Policy.
Please note:
This Privacy Policy does not apply to any data you provide to us when
we process personal data on your behalf as your data processor i.e.
where we process customer data within the cloud service we provide to
you, as a business to business service provider.
DATA CONTROLLER
For the purposes of EU and UK data protection laws and any applicable
national implementing laws, regulations and secondary legislation
relating to the processing of personal data (together "Data Protection
Law"), the data controller is Languagenut Limited of Projects The
Lanes, Nile House, Nile Street, Brighton, BN1 1HW, England, company
number insert 07401600.
DATA PROTECTION OFFICER
We have appointed a data protection officer ("DPO") who is responsible
for overseeing questions about this Privacy Policy who can be contacted
as set out at the end of this Privacy Policy.
LEGAL BASIS FOR PROCESSING
We will only use your personal data when the law allows us to. Most
commonly we will use your personal data in the following circumstances:
* To fulfil our contractual obligations to you.
* Where it is necessary for our legitimate business interests (or
those of a third party) and your interests and fundamental rights
do not override those interests.
* To comply with a legal obligation
To the extent we process your personal data for any other purposes, we
ask for your consent in advance or require that our partners obtain
such consent.
PERSONAL DATA WE MAY COLLECT ABOUT YOU
We may collect and process personal data about you. Personal data, or
personally identifiable information, means any information about an
individual from which that individual can be identified. It does not
include data where the identity has been removed (anonymous data). We
collect, use, store and transfer different kinds of personal data about
you which we have grouped together as follows:
* Identity Data: includes first name, last name, user name or similar
identifier.
* Contact Data: includes billing address, name and address, of
school, email address and telephone numbers.
* Financial Data: includes bank account and payment card details.
* Transaction Data: includes details about payments to and from you
and other details of products and services you have purchased from
us.
* Technical Data: includes internet protocol (IP) address, your login
data, browser type and version, time zone setting and location,
browser plug-in types and versions, operating system and platform,
and other technology on the devices you use to access this Site or
the Services.
* Profile Data: includes your username and password, purchases or
orders made by you, your interests, preferences, feedback and
survey responses.
* Usage Data: includes information about how you use our Site and
Services, including the full Uniform Resource Locators (URL)
clickstream to, through and from our Site and Services (including
date and time); products you viewed or searched for; page response
times, download errors, length of visits to certain pages, page
interaction information (such as scrolling, clicks, and
mouse-overs), and methods used to browse away from the page and any
phone number used to call our customer service number.
* Marketing and Communication Data: includes your preferences in
receiving marketing from us and our third parties and your
communication preferences.
* Aggregated Data: We also collect, use and share statistical or
demographic data for any purpose. This Aggregated Data could be
derived from your personal data but is not considered personal data
in law as this data will not directly or indirectly reveal your
identity. For example, we may aggregate your Usage Data to
calculate the percentage of users accessing a specific website
feature. However, if we combine or connect Aggregated Data with
your personal data so that it can directly or indirectly identify
you, we treat the combined data as personal data which will be used
in accordance with this Privacy Policy.
* Special Category Data: We do not collect, store and/or use special
category data about you. This includes details about your race or
ethnicity, religious or philosophical beliefs, sex life, sexual
orientation, political opinions, trade union membership,
information about your health, and genetic and biometric data.
If you fail to provide personal data
Where we need to collect personal data by law, or under the terms of a
contract we have with you, and you fail to provide that data when
requested, we may not be able to perform the contract we have or are
trying to enter into with you (for example, to provide you with goods
or services). In this case, we may have to cancel a product or service
you have with us but we will notify you if this is the case at the
time.
HOW PERSONAL DATA IS COLLECTED
We use different methods to collect data from and about you including
via:
* Direct You may give us your Identity, Contact and Financial Data
when you fill in forms or correspond with us by post, phone, email
or otherwise. This includes personal data you provide when you
register to use our Site or to receive our newsletter, subscribe to
use our Services, create an account to use our Site or Services,
request marketing to be sent to you, search for a product or place
an order on our Site, participate in discussion boards or other
social media functions on our Site, enter a competition, promotion
or survey, attend a conference or webinar, give us feedback or
contact us and when you report a problem with our Site or Services.
* Purchases: If you make purchases via our Site or within any
Services, or register for an event or webinar, we may require you
to provide your Identity, Contact, Financial and Transaction Data.
* Community: If you register for an online community that we provide,
we may ask you to provide us with Identity, Contact, Profile and
Technical Data.
* Automated Technologies or Interactions. As you interact with our
Services, Sites or emails, we automatically collect Technical Data
about your device, browsing actions, patterns, Location Data and
Usage Data. We collect this personal data by using cookies, server
logs, web beacons, pixels, and similar technologies about your
device, and your use of our Site and Services. We may also receive
Technical Data and Location Data about you if you visit other
websites using our cookies. Please see the Cookie section below for
further details.
PERSONAL DATA WE RECEIVE FROM OTHER SOURCES
We work closely with the third parties set out in our Third Party
Supplier List which includes, for example, business partners,
sub-contractors in technical, payment and delivery services,
advertising networks, analytics providers, search information
providers, credit reference agencies and may receive the following
personal data about you from them:
* Technical Data: from analytics providers, advertising networks and
search information providers
* Contact, Transaction and Financial Data: from providers of
technical, payment and delivery services.
* Identity and Contact Data: from providers of
chat/communication/helpdesk services with customers including via
email.
* Email Communications and Contact Data: from providers of email
communications service providers.
* Business Contact and Financial Data: from CRM service providers who
manage contacts and keep a record of communications/ interactions
with customers.
* Contact Data and Financial Data: from cloud accounting systems that
store email and names of persons sent invoices by email.
PERSONAL DATA WE COLLECT FROM OTHER SOURCES
We also collect personal data about you from publicly available
sources. We may combine this information with personal data provided by
you. This helps us update, expand, and analyse our records, identify
new customers, and create more tailored advertising to provide services
that may be of interest to you. We also use this for the purposes of
targeted advertising, delivering relevant email content, event
promotion and profiling, determining eligibility and verifying Contact
Data. The personal data we collect includes:
* Identity and Contact Data: from publicly available sources such as
Companies House.
* Identity, Contact and Profile Data: that is published about you on
social media profiles: such as LinkedIn, Facebook, Twitter.
COOKIES
We use cookies or similar technology, on our Site and in the Services
to distinguish you from other users of our Site and Services. This
helps us to provide you with a good experience when you browse our Site
and also allows us to improve the Site and Services.
What are cookies
Cookies are small text files that are placed on your computer by
websites that you visit. They are widely used in order to make websites
work, or work more efficiently, as well as to provide information to
the owners of the website. Cookies can be "persistent" or "session"
cookies.
We use persistent cookies and session cookies.
Persistent Cookies
A persistent cookie is stored on a user's device in between browser
sessions which allows the preferences or actions of a user across the
Site (or in some cases across different websites) to be remembered. We
use persistent cookies to save your login information for future logins
to the Site or Services.
Session Cookies
A session cookie allows the Site or Services to link your actions
during a browser session. We use session cookies to enable certain
features of the Site or Services, to better understand how you interact
with the Site or Services and to monitor aggregate usage by users and
web traffic routing on the Site. Unlike persistent cookies, session
cookies are deleted from your computer when you log off from the Site
or Services and then close your browser.
Which cookies we use and why
The table below explains the cookies we use and why we use each of
them.
Cookie Type Purpose Duration
Google Analytics Tracking cookies
These cookies are used to collect information about how visitors use
our Site. We use the information to compile reports and to help us
improve the Site. The cookies collect information in an anonymous form,
including the number of visitors to the Site, where visitors have come
to the Site from and the pages they visited. If you do not allow these
cookies we will not be able to include your visit in our statistics.
You can read the full Google Analytics privacy policy at:
http://www.google.com/policies/privacy/.
1 week
Anonymous Analytics Analytics cookies.
We use analytics cookies to tell us whether
you have visited the Site previously, and to gather statistics about
visits to a page.
1 week
Geotargeting Location cookies
These cookies are used by software which tries to work out what country
you are in from information supplied by your browser when it requests a
web page. This cookie is completely anonymous, and is only used to
help target content.
1 week
Registration Signin cookies
When you sign in, we generate cookies that let us know whether you are
signed in or not. Our servers use these cookies to work
out which account you are signed in with.
1 week
You can set up your browser options, to stop your computer accepting
cookies or to prompt you before accepting a cookie from the websites
you visit. If you do not accept cookies, however, you may not be able
to use the whole of the Site or all functionality of the Services.
To find out more about cookies, including how to see what cookies have
been set and how to manage and delete them,
visit www.aboutcookies.org or www.allaboutcookies.org. To opt out of
being tracked by Google Analytics across all websites
visit http://tools.google.com/dlpage/gaoptout.
Acceptable Use: You may only use Languagenut for its intended
purpose--language learning. Accessing or attempting to access
non-public areas of the site, or engaging in activities that hinder its
operations, are prohibited.
Do not track
We do not support Do Not Track ("DNT").
Do Not Track is a preference you can set in your web browser to inform
websites that you do not want to be tracked. You can enable or disable
Do Not Track by visiting the "Preferences" or "Settings" page of your
web browser.
USES MADE OF PERSONAL DATA
We have set out below, in a table format, a description of all the ways
we plan to use your personal data, and which of the legal bases we rely
on to do so. We have also identified what our legitimate interests are
where appropriate.
Note that we may process your personal data for more than one lawful
basis depending on the specific purpose for which we are using your
data. Please contact us if you need details about the specific legal
ground we are relying on to process your personal data where more than
one ground has been set out in the table below.
Purpose/Activity Type of Data Lawful basis for processing
To register you as a new customer
(a) Identity Data
(b) Contact Data
Performance of a contract with you
To process and deliver your order including:
(a) Manage payments, fees and charges
(b) Collect and recover money owed to us
(a) Identity Data
(b) Contact Data
(c) Financial Data
(d) Transaction Data
(e) Marketing and Communications Data
(a) Performance of a contract with you
(b) Necessary for our legitimate interests (to recover debts due to
us)
To manage our relationship with you which will include:
(a) Notifying you about changes to our terms, this Privacy Policy,
the Site or Services
(a) Identity Data
(b) Contact Data
(c) Profile Data
(d) Marketing and Communications Data
(a) Performance of a contract with you
(b) Necessary to comply with a legal obligation
(c) Necessary for our legitimate interests (to keep our records
(b) Asking you to leave a review or take a survey updated and to study
how customers use our products/services)
To enable you to partake in a prize draw, competition or complete a
survey
(a) Identity Data
(b) Contact Data
(c) Profile Data
(d) Usage Data
(e) Marketing and Communications Data
(a) Performance of a contract with you
(b) Necessary for our legitimate interests (to study how customers
use our products/services, to develop them and grow our business)
To administer and protect our business and this Site (including
troubleshooting, data analysis, testing, system maintenance,
support, updates, reporting and hosting of data)
(a) Identity Data
(b) Contact Data
(c) Technical Data
(a) Necessary for our legitimate interests (for running our
business, provision of administration and IT
services, network security, to prevent fraud and in the context of a
business reorganisation or group restructuring exercise)
(b) Necessary to comply with a legal obligation
To deliver relevant Site and Services content and advertisements to you
and measure or understand the effectiveness of the advertising we serve
to you
(a) Identity Data
(b) Contact Data
(c) Profile Data
(d) Usage Data
(e) Marketing and Communications Data
(f) Technical Data
Necessary for our legitimate interests (to study how customers use our
products/services, to develop them, to grow our business and to inform
our marketing strategy)
To use data analytics to improve our Site and Services,
marketing, customer relationships and experiences
(a) Technical Data
(b) Usage Data
Necessary for our legitimate interests (to define types of customers
for our products and services, to keep our website updated and
relevant, to develop our business and to inform our marketing strategy)
To make suggestions and recommendations to you about goods or services
that may be of interest to you
(a) Identity Data
(b) Contact Data
(c) Technical Data
(d) Usage Data
(e) Profile Data
(f) Marketing and Communications Data
Necessary for our legitimate interests (to develop our Services and
grow our business)
We will not sell or rent your personal data to anyone.
We will only use your personal data for the purposes for which we
collected it, unless we reasonably consider that we need to use it for
another reason and that reason is compatible with the original purpose.
If you wish to get an explanation as to how the processing for the new
purpose is compatible with the original purpose, please contact us.
Please note that we may process your personal data without your
knowledge or consent, in compliance with the above rules, where this is
required or permitted by law.
DISCLOSURE OF YOUR PERSONAL DATA
Personal data we share with third parties. We may share your personal
data with the third parties set out in our Third Party Supplier List
for the purposes set out in the table above. Below is a summary of the
types of third parties used:
* Any member of our group, which means our subsidiaries, our ultimate
holding company and its subsidiaries, as defined in section 1159 of
the UK Companies Act 2006.
* Business partners, suppliers and sub-contractors for the
performance of any contract we enter into with them or you to
provide services such as IT and system administration services,
email communications, hosting services, backup services, credit
card processing, research, development, marketing and customer
support.
* Analytics and search engine providers that assist us in the
improvement and optimisation of our Site and Services.
* Professional advisors acting as service providers to us in relation
to the Site or Services - including lawyers, bankers, auditors, and
insurers who provide consultancy, banking, legal, insurance and
accounting services.
* Tax authorities, regulators and other authorities who require
reporting of processing activities in certain circumstances.
* Advertisers and advertising networks that require the data to
select and serve relevant adverts to you and others. We do not
disclose personal data about identifiable individuals to our
advertisers, but we may provide them with Aggregated Data about our
users (for example, we may inform them that 250 men aged over 25
have clicked on their advertisement on any given day). We may also
use such Aggregated Data to help advertisers reach the kind of
audience they want to target (for example, women living in London).
We may make use of the personal data we have collected from you to
enable us to comply with our advertisers' wishes by displaying
their advertisement to that target audience.
* Credit reference agencies for the purpose of assessing your credit
score where this is a condition of us entering into a contract with
you.
Personal data we disclose to third parties. We may disclose your
personal data to third parties:
* In the event that we sell or buy any business or assets, in which
case we may disclose your personal data to the prospective seller
or buyer of such business or assets.
* If we or a member of our group of companies or substantially all of
their assets are acquired by a third party, in which case personal
data held by them about their customers will be one of the
transferred assets.
* If we are under a duty to disclose or share your personal data in
order to comply with any legal obligation, or in order to enforce
or apply our terms and conditions, terms of use and/or any other
legal agreements; or to protect our rights, property, safety, our
customers or others. This includes exchanging information with
other companies and organisations for the purposes of fraud
protection and credit risk reduction.
* Including Aggregated Data in the normal course of operating our
business; for example, with other Site or Services users, our
customers or publicly to show trends or benchmark the general use
of our Site and Services.
INTERNATIONAL TRANSFERS
Our Services are global and your personal data may be stored and
processed in any country where we have operations, our staff are
located or where we engage service providers engaged in, among other
things, the fulfilment of your order, the processing of your payment
details or the provision of support services. This will involve a
transfer of your personal data to countries outside of your country of
residence, where data protection rules are different from those of your
country of residence.
Processing of your personal data will involve a transfer of data to
countries outside the European Economic Area ("EEA"), Switzerland or
the UK.
We will take all steps reasonably necessary to ensure that your
personal data is treated securely and in accordance with this Privacy
Policy. In particular, this means that your personal data will only be
transferred to a country that provides an adequate level of protection
(for example, where the European Commission or the UK Data Protection
Authority, ("ICO") has determined that a country provides an adequate
level of protection) or where the recipient is bound by standard
contractual clauses according to conditions provided by the European
Commission or ICO.
Our Site and Services are accessible via the internet and may
potentially be accessed by anyone around the world. Other users may
access the Site or Services from outside the EEA, Switzerland or the
UK. This means that where you chose to post your personal data on our
Site or within the Services, it could be accessed from anywhere around
the world and therefore a
transfer of your personal data outside of the EEA, Switzerland or the
UK may be deemed to have occurred.
DATA SECURITY
We have put in place appropriate security measures to prevent your
personal data from being accidentally lost, used or accessed in an
unauthorised way, altered or disclosed. For example, all information
you provide to us is stored on our secure servers. Any credit card
information or payment transactions will be encrypted using SSL
technology. Where we have given you (or where you have chosen) a
password which enables you to access certain parts of the Site or
Services, you are responsible for keeping this password confidential.
We ask you not to share any password with anyone. In addition, we limit
access to your personal data to those employees, agents, contractors
and other third parties who have a business need to know. They will
only process your personal data on our instructions and they are
subject to a duty of confidentiality.
We have put in place procedures to deal with any personal data breach
and will notify you and any applicable regulator of a breach where we
are legally required to do so.
Unfortunately, the transmission of information via the Internet is not
completely secure. Although we will endeavour to protect your personal
data, we cannot guarantee the security of your personal data
transmitted to our Site or the Services. Any transmission is at your
own risk. Once we have received your personal data, we will use strict
procedures and security features to try to prevent unauthorised access.
LINKS TO OTHER WEBSITES
Our Site and Services may, from time to time, contain links to and from
the websites of our partner networks, advertisers and affiliates. If
you follow a link to any of these websites, please note that these
websites have their own privacy policies and that we do not accept any
responsibility or liability for these policies. Please check these
policies before you submit any personal data to these websites.
USE OF BLOGS, FORUMS AND CHAT ROOMS
Any information that you post to areas of the Site or Services that are
viewable by others (for example, to a blog, forum or chat-room) will
not be treated as proprietary, private, or confidential. We have no
obligation to monitor such posts to the Site or Services or to exercise
any editorial control over such posts; however, we reserve the right to
review such posts and to remove any material that, in our judgment, is
not appropriate. Posting, transmitting, promoting, using, distributing
or storing content that could subject us to any legal liability,
whether in tort or otherwise, or that is in violation of any applicable
law or regulation, or otherwise contrary to commonly accepted community
standards, is prohibited, including without limitation information and
material protected by copyright, trademark, trade secret, nondisclosure
or confidentiality agreements, or other intellectual property rights.
YOUR RIGHTS
You have the right under Data Protection Law, free of charge, to
request:
* Access to your personal data.
* Rectification or deletion of your personal data.
* A restriction on the processing of your personal data.
* Object to the processing of your personal data.
* A transfer of your personal data (data portability) in a
structured, machine readable and commonly used format.
* Withdraw your consent to us processing your personal data, at any
time.
If you wish to exercise any of the above rights, please contact us as
set out at the end of this Privacy Policy. We will respond to such
queries within 30 days and deal with requests we receive from you, in
accordance with the provisions of Data Protection Law. Occasionally it
could take us longer, if your request is particularly complex or you
have made a number of requests. In this case, we will notify you and
keep you updated.
You will not have to pay a fee to access your personal data (or to
exercise any of the other rights). However, we may charge a reasonable
fee if your request is clearly unfounded, repetitive or excessive.
Alternatively, we could refuse to comply with your request in these
circumstances.
We may need to request specific information from you to help us confirm
your identity and ensure your right to access your personal data (or to
exercise any of your other rights). This is a security measure to
ensure that personal data is not disclosed to any person who has no
right to receive it. We may also contact you to ask you for further
information in relation to your request to speed up our response.
MARKETING COMMUNICATIONS
* Marketing: We may use your Identity, Contact, Technical, Usage and
Profile Data to form a view on what we think you may want or need,
or what may be of interest to you. This is how we decide which
products, services and offers may be relevant for you (we call this
marketing).
* Promotional Offers from us: We will send you marketing emails if
you "opt in" to receive marketing emails when registering on our
Site, or if you have enquired about, or purchased any of our goods
or services from us and you have not opted out of receiving such
marketing.
* Third Party Marketing: We will obtain your express opt-in consent
before we share your personal data with any third party for
marketing purposes.
* Opt out: Please note that, if you change your mind about being sent
marketing emails you can "opt out" at any time by clicking the
"unsubscribe" link at the bottom of any marketing email. Once you
"opt out", you will no longer receive any marketing emails from us.
We will continue to communicate with you regarding your service
billing and support via email and where we send push notifications
from time to time in order to update you about any service updates,
events and promotions we may be running. If you no longer wish to
receive these communications, please disable these in the settings
on your device.
DATA RETENTION
We retain personal data for as long as reasonably necessary to fulfil
the purposes for which it was provided or collected, including for the
purposes of satisfying any legal, regulatory, tax, accounting or
reporting requirements. We may retain your personal data for a longer
period in the event of a complaint, if we reasonably believe there is a
prospect of litigation in respect of our relationship with you, to
comply with law enforcement requests, maintain security, prevent fraud
and abuse, resolve disputes, enforce our legal agreements, or fulfil
your request to "unsubscribe" from further messages from us.
To determine the appropriate retention period for personal data, we
consider the amount, nature and sensitivity of the personal data, the
potential risk of harm from unauthorised use or disclosure of your
personal data, the purposes for which we process your personal data and
whether we can achieve those purposes through other means, and the
applicable legal, regulatory, tax, accounting or other requirements.
This will be for as long as we provide access to the Site or Services
to you, your account with us remains open or any period set out in any
relevant contract you have with us. After you have closed your account
or ceased using the Services as set out below.
We will retain some anonymised information after your account has been
closed and we may use this for research or statistical purposes, in
which case we may use this information indefinitely without further
notice to you.
Please note: After you have closed your account or deleted information
from your account, any information you have shared with others will
remain visible. We do not control data that other users may have copied
from the Site or Services. Your profile may continue to be displayed in
the services of others (e.g. search engine results) until they refresh
their cache.
COMPLAINTS
Our intention is to meet the highest standards when collecting and
using personal data. For this reason, we take complaints we receive
very seriously. We encourage users to notify us if they think that our
collection or use of personal data is unfair, misleading or
inappropriate. If you have any complaints about our use of your
personal data, please contact us as set out at the end of this Privacy
Policy or contact your local data protection supervisory authority.
For UK individuals: The Information Commissioner's Office at, Wycliffe
House, Water Lane, Wilmslow, Cheshire, SK9 5AF, England.
Our EU representative is reachable at suppliers@languagenut.com.
CHANGES TO OUR PRIVACY POLICY
Any changes we may make to our Privacy Policy in the future will be
posted on this page and, where appropriate, notified to you by email.
Please check back frequently to see any updates or changes to our
Privacy Policy.
This Privacy Policy was last updated on 4^th October 2022 and this
version replaces any other Privacy Policy previously applicable from
this date.
CONTACT
Our DPO is reachable at suppliers@languagenut.com.
If you have any questions, comments, or requests regarding our privacy
practices or about this Privacy Policy please contact us as follows:
By post: Languagenut Limited, Projects The Lanes, Nile House, Nile
Street, Brighton, BN1 1HW
By email: support@languagenut.com.
* T&Cs
* Privacy Policy
* FAQs

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languagenut_tos.txt
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@ -2,653 +2,3 @@ SITE: languagenut_tos
URL: https://www.languagenut.com/en-au/terms/
Terms of Service
Please read these Terms of Service carefully before registering for a
chargeable subscription to use the Services offered on this website,
operated by Languagenut Limited, with its registered office at Projects
The Lanes, Nile House, Nile Street, Brighton, England, company number
07401600, VAT number 983 9715 59.
By registering for a chargeable subscription to use the Services at
www.languagenut.com, and clicking on the accept buttons relating to our
Terms of Service, , you agree to be legally bound by these Terms of
Service, DPA and Privacy Policy as they may be modified and posted on
our website from time to time. In the event of any inconsistency
between the content of the Terms of Service, DPA and the Privacy
Policy, the Terms of Service shall prevail followed by the DPA and then
the Privacy Policy.
If you do not wish to be bound by these Terms of Service, DPA and
Privacy Policy then you may not register to use a free trial or
purchase our Services.
1. Definitions
In this Agreement, the following capitalised words shall have the
following meanings:
"Agreement" means these Terms of Service, DPA and Privacy Policy
together;
"Authorised User" means your employees, agents, consultant or
independent contractors or students who have been expressly authorised
by you to receive a password in order to access the Services online;
"Confidential Information" means any and all information in whatsoever
form relating to our business, prospective business, finances,
technical processes, computer software (both source code and object
code), Intellectual Property Rights or finances, or compilations of two
or more items of such information, whether or not each individual item
is in itself confidential, which comes into our possession by virtue of
its entry into this Agreement or provision of the Services, and which
we regard, or could reasonably be expected to regard, as confidential
and any and all information which has been or may be derived or
obtained from any such information and includes all Content;
"Consequential Loss" means pure economic loss, special loss, losses
incurred by any third party, losses arising from business interruption,
loss of business revenue, goodwill or anticipated savings, losses
whether or not occurring in the normal course of business, costs of
procuring substitute goods or product(s) or wasted management or staff
time;
"Content" means all information or materials made available to you via
the Services;
"DPA" means our data processing agreement published at
www.languagenut.com/en-gb/data-processing-agreement as amended from
time to time;
"Effective Date" means the date on which we send you a confirmation
invoice, confirming your order of the Services and providing you with
login details;
"Feedback" means feedback, innovations or suggestions created by the
you or Authorised Users regarding the attributes, performance or
features of the Services;
"Fees" means the fees set out in the confirmation invoice sent to you;
"Force Majeure" means anything outside the reasonable control of a
party, including but not limited to, acts of God, fire, storm, flood,
earthquake, explosion, accident, acts of the public enemy, war,
rebellion, insurrection, sabotage, pandemic, epidemic, quarantine
restriction, labour dispute, labour shortage, power shortage, including
without limitation where we cease to be entitled to access the Internet
for whatever reason, transportation embargo, failure or delay in
transportation, any act or omission (including laws, regulations,
disapprovals or failures to approve) of any government or government
agency;
"Initial Term" means a period of 12 months starting on the Effective
Date;
"Intellectual Property Rights" means all copyrights, patents, utility
models, trademarks, service marks, registered designs, moral rights,
design rights (whether registered or unregistered), technical
information, know-how, database rights, semiconductor topography
rights, business names and logos, computer data, generic rights,
proprietary information rights and all other similar proprietary rights
(and all applications and rights to apply for registration or
protection of any of the foregoing) as may exist anywhere in the world;
"Operating Rules" means any of our rules or protocols, in whatever form
that affect your access to or use of the Services, and made available
to you by us from time to time to;
"Privacy Policy" means our privacy policy published
at https://www.languagenut.com/en-gb/data-processing-agreement as
amended from time to time;
"Renewal Term" means a period of 12 months;
"Services" means the software applications services, ordered online by
the you and set out in the confirmation invoice sent to you which are
made available to you in accordance with any Operating Rules and
including any computer software programmes and, if appropriate, Updates
thereto;
"Statistical Data" means aggregated, anonymised data derived from you
or any user's use of the Services which does not include any personal
data;
"Term" means the Initial Term plus any Renewal Terms together;
"Terms and Conditions" means these terms of service published
at www.languagenut.com/en-gb/terms/ as amended from time to time;
"Updates" means any new or updated applications services or tools
(including any computer software programmes) made available by us
during the Term as part of the Services.
"Website" means www.languagenut.com;
"we", "us" or "our" means Languagenut Limited;
"you" or "you" means the company or person who completes the online
registration form for use of the Services;
2. Provision of the Services
2.1 You engage us and we agree to provide the Services to you in
accordance with terms of this Agreement from the Effective Date for the
Term.
2.2 Access to the Services is only provided to you on condition that
either you pay the Fee (if you are an individual member) or you are an
Authorised User of an institution that has paid the Fee. We have no
obligation under no obligation to provide to access to the Services
until the Fee has been paid.
2.3 We will endeavour to ensure that the Services are available 24
hours a day, excluding any scheduled maintenance carried out to the
Services.
2.4 We shall provide customer support services from Monday to Friday
(excluding any national holidays in the UK) to you by telephone or
email from 8 am - 5 pm (UK times) for the purpose of assisting you in
maintaining your access to the Services.2.3 Access to the Services is
subject to payment of all Fees owed under this Agreement.
2.5 It is your responsibility to ensure that login details are passed
on to the relevant person at your school or library to gain access to
the Services.
3. Licence
3.1 Subject to payment of the Fees, you are granted a non-exclusive and
non-transferable licence to permit Authorised Users to use the Services
(including any associated software, Content, Intellectual Property
Rights and Confidential Information) from the Effective Date during the
Term for your internal business operations. Such licence permits you
and Authorised Users to make cache copies of software or other
information necessary for your to receive the Services via the
Internet. Where open source software is used as part of the Services,
this software will be subject to the terms of the applicable open
source licences. No additional implied rights are granted beyond those
specifically mentioned in this clause 3.1.
3.2 No right to modify, adapt, or translate the Services or create
derivative works from the Services is granted to you . Nothing in this
Agreement shall be construed to mean, by inference or otherwise, that
you have any right to obtain source code for the software comprised
within the Services. Disassembly, decompilation or reverse engineering
and other source code derivation of the software comprised within the
Services is prohibited. Unless otherwise specified in this Agreement,
the Services are provided and may be used solely by you as part of your
website/desktop architecture. Except as specifically stated in this
Agreement, you may not: (i) lease, loan, resell or otherwise distribute
the Services save as permitted in writing by us; (ii) use the Services
to provide ancillary services related to the Services; or (iii) permit
access to or use of the Services by or on behalf of any third party.
3.3 Unless otherwise specified in this Agreement, the Services are
provided and may be used solely by you and Authorised Users. You may
not: (i) lease, loan, resell, assign, licence, distribute or otherwise
permit access to the Services; or (ii) use the Services to provide
ancillary services related to the Services; or (iii) except as
permitted in this Agreement, permit access to or use of the Services by
or on behalf of any third party.
3.4 We may suspend access to the Services, or portion thereof, at any
time, if in our sole reasonable discretion, the integrity or security
of the Services is in danger of being compromised by your acts or those
of Authorised Users. Where possible, we shall give you 24 hours written
notice, before suspending access to the Services, giving specific
details of our reasons.
4. Authorised Users
4.1 Your subscription to the Services is for a single school/home or
institution only. We do not permit you to share your user name and
password for use in multiple schools or institutions. If you have
purchased a home licence then this is for home only and not to be used
in school or an institution.
4.2 Where we allow you to register on behalf of several users within
one organisation, we refer to you as a group user, ("Group User"). Any
of your Authorised Users who makes use of the Services via this licence
shall, subject to the terms of this Agreement, be entitled to continue
using the Services as an independent user following termination of that
Authorised User's connection with a Group User, including having access
to the information and programs created during the course of that
Authorised Users employment with or connection through the Group User.
Each Group User hereby irrevocably agrees to permit such continued
access to a leaving Authorised User. A Group User shall have no
liability for the leaving Authorised User's continued use of the
Services, following our receipt of a written notice informing us that
the individual concerned is no longer connected to the Group User.
5. Passwords and Security
5.1 You are responsible for any and all activities that occur under
your account and via your passwords. You will immediately notify us if
you become aware of any unauthorised use of an account or password or
breach of any breach of security becomes known to you. We shall have no
liability for any loss or damage arising from your failure to comply
with these requirements.
5.2 We may suspend access to the Services, or portion thereof, at any
time, if in our sole reasonable discretion, the integrity or security
of the Services is in danger of being compromised by acts of you or
Authorised Users. Where possible we shall give you prior notice before
suspending access to the Services.
5.3 You (and Authorised Users) shall maintain reasonable security
measures (as may change over time) covering, without limitation,
confidentiality, authenticity and integrity to ensure that the access
to the Services granted under this Agreement is limited as set out
under this Agreement. In particular you and Authorised Users shall
treat any identification, password or username or other security device
for use of the Services with due diligence and care and take all
necessary steps to ensure that they are kept confidential, secure and
are used properly and are not disclosed to unauthorised persons. Any
breach of the above shall be immediately notified to us in writing. You
shall be liable for any breach of this Agreement by an Authorised User.
6. Intellectual Property Rights
6.1 All Intellectual Property Rights and title to the Services and
Content (save to the extent these incorporate any third party owned
item) shall remain with us and/or its licensors and subcontractors. No
interest or ownership in the Services, the Intellectual Property
Rights, Content or otherwise is transferred to you under this
Agreement. Nothing in this Agreement shall be construed to mean, by
inference or otherwise, that you have any right to obtain source code
for the software comprised within the Services.
6.2 You grants us a perpetual, non-exclusive, transferable, royalty
free, worldwide licence to use any information that you upload to the
Services, (excluding your personal data).
6.3 You are not allowed to remove any proprietary marks or copyright
notices from the Services.
6.4 You assign all rights, title, and interest in any Feedback to us.
If for any reason such assignment is ineffective, you shall grant us a
non-exclusive, perpetual, irrevocable, royalty free, worldwide right
and licence to use, reproduce, disclose, sub-licence, distribute,
modify, and exploit such Feedback without restriction.
6.5 We may take and maintain technical precautions to protect the
Services from improper or unauthorised use, distribution or copying.
7. Term
7.1 This Agreement shall commence on the Effective Date for the Initial
Term. At the expiry of the Initial Term, this Agreement will
automatically renew for Renewal Terms and continue until either party
terminates the Agreement by giving the other at least 90 days' notice
in writing prior to a Renewal Term. Neither party may terminate the
Agreement without cause during the Initial Term.
8. Fees, Invoicing and Payment
8.1 We shall invoice the Fees annually in advance from the Effective
Date. All Fees exclude any Value Added Tax legally payable on the date
of the invoice, which shall be paid by you in addition, where
applicable.
8.2 Fees for your subscription are calculated annually on the
anniversary of the Effective Date (unless otherwise stated).
8.3 You undertake that all details provided for the purpose of
obtaining the Services will be correct and that any credit card details
used are your own and that there are sufficient funds or credit
facilities to cover the Fees and that it is your responsibility to
update us of any changes to your contact information (including your
email address) via support@languagenut.com.
8.4 Fees are payable on the date of each invoice by such method of
payment as we request.
8.5 We are under no obligation to provide access to the Services until
Fees are paid.
8.6 Where payment of any Fee is not received when due we may, without
liability to you, disable your password, account and access to all or
part of the Services and we shall be under no obligation to provide any
or all of the Services while the invoice(s) concerned remains unpaid.
8.7 We shall be entitled to charge interest on overdue Fees at the
applicable statutory rate.
8.8 We reserve the right to recover any costs and reasonable legal fees
it incurs in recovering overdue payments.
9. Confidential Information
9.1 You may use Confidential Information only for the purposes of this
Agreement. You must keep confidential all Confidential Information
disclosed to you, except where the recipient of Confidential
Information is required to disclose the Confidential Information by law
to any regulatory, governmental or other authority with relevant powers
to which either party is subject.
9.2 You may disclose Confidential Information to those of your
employees and agents who have a need to know the Confidential
Information for the purposes of this Agreement but only if the employee
or agent is bound by confidentiality undertakings equivalent to those
set out in this Agreement.
9.3 You agree to destroy or return all documents and other materials
containing Confidential Information immediately upon completion of the
Services or termination or expiry of this Agreement.
9.4 The obligations of confidentiality under this Agreement do not
extend to information that: (i) was rightfully in your possession
before the negotiations leading to this Agreement; (ii) is, or after
the Effective Date, becomes public knowledge (otherwise than as a
result of a breach of this Agreement); or (iii) is lawfully disclosed
to you by a third party without restriction on disclosure; or (iv) is
independently developed by you, which independent development can be
shown by written evidence; or (v) is required by law to be disclosed.
9.5 If you are required to disclose any Confidential Information
pursuant to clause 9.4(v) you shall, where lawfully permitted to do so:
(i) promptly consult with and take into account any comments from us
prior to making any disclosure; and (ii) work us to ensure that any
exemptions or other legitimate means of preventing disclosure or
limiting disclosure are used to the fullest extent possible.
9.6 You may print and download Content for your own use on the
following basis: (i) no documents or related graphics are modified in
any way; (ii) no graphics are used separately from accompanying text;
and (iii) our copyright and trademark notices and this permission
notice appear in all copies of Content. If you breach any terms of this
clause 9.6, your permission to use the Services automatically
terminates and you must immediately destroy any downloaded or printed
Content and remove any such Content from other electronically held
systems including other websites. Other than permitted in this clause
9.6, no part of the Content may be reproduced or stored in any other
website or included in any public or private electronic retrieval
system or service without our prior written permission.
9.7 Other than any personal data that you provide to us when using the
Services and save where we require you to provide specific
authorisation within the Services for the use of information or
material you provide, any material you transmit or post in the Services
will be considered non-confidential and non-proprietary. We have no
obligations with respect to such material. We, our agents and other
users of the Services will be free to copy, disclose, distribute,
incorporate and otherwise use such material and all data images,
sounds, text and other things embodied therein for any and all
commercial or non-commercial purposes, as will other users subject to
the provisions of clause 9.6.
9.8 We may require the removal of any material, in whole or in part,
uploaded to the Services where such material is, in our view, likely to
fall within the provisions of clause 9.9, or which may cause damage to
our reputation. We therefore reserve the right to edit and/or remove,
in whole or in part, any material uploaded to the Services without
notice.
9.9 You are prohibited from posting or transmitting to or from the
Services any material: (i) that is threatening, defamatory, obscene,
indecent, seditious, offensive, pornographic, abusive, liable to incite
racial hatred, discriminatory, menacing, scandalous, inflammatory,
blasphemous, in breach of confidence, in breach of privacy or which may
cause annoyance or inconvenience; (ii) for which you have not obtained
all necessary licences; or (iii) which constitutes or encourages
conduct that would be considered a criminal offence, give rise to civil
liability, or otherwise be contrary to the law of or infringe the
rights of any third party, in the UK or any other country in the world;
or (iv) which is technically harmful (including without limitation,
computer viruses, logic bombs, Trojan horses, worms, harmful
components, corrupted data or other malicious software or harmful
data).
9.10 You may not misuse the Services (including without limitation by
hacking).
9.11 We will fully co-operate with any law enforcement authorities or
court order requesting or directing us to disclose the identity or
locate anyone posting any material in breach of clauses 9.9 and 9.10.
9.12 We, and our officers, directors, employees, shareholders, or
agents do not accept any liability for the use made by you of any
Content.
10. Data Protection
10.1 Each party undertakes to comply with its obligations under
relevant applicable data protection laws, principles and agreements.
10.2 To the extent that personal data is processed when you or
Authorised Users use the Services, the parties acknowledge that we are
a data processor and you are a data controller and the parties shall
comply with their respective obligations under applicable data
protection law and the terms of the DPA.
10.3 Any personal data that you provide to us during registration or
when ordering or using the Services (such as your email address) shall
be collected and processed by us in accordance with the Privacy Policy.
10.4 If a third party alleges infringement of its data protection
rights, we shall be entitled to take measures necessary to prevent the
infringement of a third party's rights from continuing.
11. Warranties
11.1 Each party warrants and represents that: (i) it has full corporate
power and authority to enter into this Agreement and to perform the
obligations required hereunder; (ii) the execution and performance of
its obligations under this Agreement does not violate or conflict with
the terms of any other agreement to which it is a party and is in
accordance with any applicable laws; and (iii) it shall respect all
applicable laws and regulations, governmental orders and court orders,
which relate to this Agreement.
11.2 We warrant to you that: (i) we have the right to license the
Services: (ii) the Services shall be performed with reasonable skill
and care and in a professional manner in accordance with good industry
practice; (iii) that use of the Services will not infringe the
Intellectual Property Rights of any third party. The foregoing
warranties shall not: (a) cover deficiencies or damages relating to any
third-party components not furnished by us; or (b) any third party
provided connectivity necessary for the provision or use of the
Services. In the event of a breach of the warranties under this clause
11.2, we shall have no liability or obligations to you other than to
reimburse the Fees for the Services.
11.3 No warranty is made regarding the results of usage of the Services
or that the functionality of the Services will meet the requirements of
you or that the Services will operate uninterrupted or error free. This
clause shall survive the termination of this Agreement.
11.4 You acknowledges that Services should not be used for high-risk
applications where precise locations or features on maps are essential
to you.
11.5 All Content provided via the Services, is provided "as is" and we
do not warrant the accuracy and completeness of the Content contained
within the Services, or the authenticity of data images, sounds, text
and other things which are uploaded to the Services by third parties.
We may make changes to the Content or to the products and prices
described in the Services at any time without notice. The Content in
the Services may be out of date, and we make no commitment to update
Content. The Content of the Services should only be used for
information purposes, and you should not rely on it to make or refrain
from making any decision or take or refrain from taking any action. We
provide no warranties in relation to Content and shall have no
liability whatsoever to you for its use or reliance upon any Content.
11.6 You warrant that you rightfully own the necessary user rights,
copyrights and ancillary copyrights and permits required for you to
fulfil your obligations under this Agreement.
11.7 You shall ensure that your network and systems comply with the
relevant Operating Rules provided by us from time to time and that it
is solely responsible for procuring and maintaining its 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.
11.8 Except as expressly stated in this Agreement, all warranties and
conditions, whether express or implied by statute, common law or
otherwise (including but not limited to satisfactory quality and
fitness for purpose), are hereby excluded to the fullest extent
permitted by law.
12. Liability
12.1 Neither party excludes or limits its liability for: (i) fraud;
(ii) death or personal injury caused by any negligent act or omission
in connection with the provision or use of the Services; (iii) wilful
misconduct; or (iv) anything which cannot lawfully be limited or
excluded by applicable law.
12.2 Neither party shall be liable for any Consequential Loss arising
out of or related to this Agreement or in tort (including negligence or
breach of statutory duty), misrepresentation or however arising, even
if the party was advised of the possibility of such damages.
12.3 Subject to clauses 12.1 to 12.3 inclusive the total liability of
us to you in aggregate (whether in contract, tort or otherwise) for any
and all claims relating to or arising under this Agreement or based
upon any claim for indemnity or contribution shall be limited to the
total Fees (excluding all taxes) paid by you to us during the 12 month
period prior to the date on which any such claim arose. If the duration
of the Agreement has been less than 12 months, such shorter period
shall apply.
12.4 Subject to clause 4.2, you shall be liable for any breaches of
this Agreement caused by the acts, omissions or negligence of any
Authorised Users who access the Services as if such acts, omissions, or
negligence had been committed by you.
12.5 The parties acknowledge and agree that in entering into this
Agreement, each had recourse to its own skill and judgement and have
not relied on any representation made by the other, their employees or
agents.
13. Indemnity
13.1. You agree to fully indemnify, defend and hold us, and our
officers, directors, employees, agents and suppliers, harmless on
demand, from and against all claims, liability, damages, fines, losses,
costs and expenses, including reasonable legal fees, arising out of:
(i) any breach of a third party's rights caused by you (or where you
are a Group User, by any Authorised User's) use of the Services in
breach of the terms of this Agreement; or (ii) any other liabilities
arising out of your or an Authorised User's use of the Services; or
(ii) use by any third party accessing the Services using your logins or
passwords.
14. Links to and from other websites
14.1. We are not responsible for the content of any websites linked to
the Services. We provide these links solely for convenience. If you use
these links, you leave our Website. We have not reviewed all of these
third-party websites and do not control and are not responsible for
these websites or their content or availability. We therefore do not
endorse or make any representations about them, or any material found
there, or any results that may be obtained from using them. If you
decide to access any of the third-party websites linked to the
Services, you do so entirely at your own risk.
14.2 If you would like to link to our Services you may do so on the
basis that you link to, but do not replicate, the home page of our
Website and subject to the following conditions: (i) you do not remove,
distort, or otherwise alter the size or appearance of our logos; (ii)
you do not create a frame or any other browser or border environment
around our Website; (iii) you do not in any way imply that we are
endorsing any products or services other than our own; (iv) you do not
misrepresent your relationship with us nor present any other false
information about us; (iv) you do not otherwise use any Languagenut.com
trademarks displayed on the Website, without express written permission
from us; (v) you do not link from a website that is not owned by you;
and (vi) your website does not contain content that is distasteful,
offensive or controversial, infringes any intellectual property rights
or other rights of any other person or otherwise does not comply with
all applicable laws and regulations.
14.3 We expressly reserve the right to revoke the rights granted in
clause 14.2 for any breach of this Agreement and reserve the right to
take any action that we deem appropriate for such breach.
15. Termination
15.1 We may immediately terminate this Agreement or the provision of
any Services provided pursuant to this Agreement if: (i) you have used
or permitted the use of the Services other than in accordance with this
Agreement; or (ii) we are prohibited under applicable law, or otherwise
from providing the Services.
15.2 Either party shall be entitled to terminate this Agreement on
written notice to the other party if the other party: (i) goes into
voluntary or involuntary liquidation (otherwise than for the purpose of
a solvent reconstruction or amalgamation) or has a receiver or
administrator or similar person appointed or is unable to pay its debts
within the meaning of s268 Insolvency Act 1986 or ceases or threatens
to cease to carry on business or if any event occurs which is analogous
to any of the foregoing in another jurisdiction; or (ii) commits a
material breach of any term of this Agreement which, if capable of
remedy, is not remedied within five (5) Business Days of receipt of a
written notice specifying the breach and requiring it to be remedied;
or (iii) is prevented by Force Majeure from fulfilling its obligations
for more than twenty eight (28) days.
15.3 Upon termination of this Agreement we shall immediately cease
providing the Services to you and all licences granted hereunder shall
terminate. No Fees already paid shall be refunded if the Agreement is
terminated prior to the end of the Term.
15.4 At your option and following receipt of a request from you, we
shall delete (in accordance with the terms of the DPA) or return all
personal data stored in our database in its then current format, free
of charge, provided that such request is made within 30 days of
termination. If you require any personal data to be returned in a
different format we reserve the right to charge for this additional
service on a time and materials basis.
15.5 Termination of this Agreement for whatever reason shall not affect
the accrued rights of the parties. All clauses which by their nature
should continue after termination shall, for the avoidance of doubt,
survive the expiration or sooner termination of this Agreement and
shall remain in force and effect.
16. Assignment
No party may assign or transfer its rights under this Agreement without
the prior written consent of the other party, such consent shall not be
unreasonably withheld, however we shall be entitled to assign the
Agreement to: (i) any company in our group of companies; or (ii) any
entity that purchases our shares or assets as the result of a merger,
takeover or similar event.
17. Force Majeure
If a party is wholly or partially prevented by Force Majeure from
complying with its obligations under this Agreement, then that party's
obligation to perform in accordance with this Agreement will be
suspended. As soon as practicable after an event of Force Majeure
arises, the party affected by Force Majeure must notify the other party
of the extent to which the notifying party is unable to perform its
obligations under this Agreement. If the Force Majeure event lasts for
more than 28 days, the non-defaulting party may terminate this
Agreement with immediate effect without penalty.
18. Miscellaneous
18.1 The parties are independent contractors and nothing in this
Agreement will be construed as creating an employer-employee
relationship.
18.2 Nothing contained in this Agreement or in any instrument or
document executed by any party in connection with the provision of the
Services is intended to be enforceable by a third party under the
Contracts (Rights of Third Parties) Act 1999, or any similar
legislation in any applicable jurisdiction.
18.3 Should a provision of this Agreement be invalid or become invalid
then the legal effect of the other provisions shall be unaffected. A
valid provision is deemed to have been agreed which comes closest to
what the parties intended commercially and shall replace the invalid
provision. The same shall apply to any omissions.
18.4 This Agreement constitutes the whole agreement and understanding
between the parties and supersedes all prior agreements,
representations, negotiations, and discussions between the parties
relating to the subject matter thereof.
18.5 In the event of any inconsistency between the content of the Terms
and Conditions, the DPA and the Privacy Policy, the Terms and
Conditions shall prevail followed by the DPA and then the Privacy
Policy.
18.6 Amendments to, or notices to be sent under this Agreement, shall
be in writing and shall be deemed to have been duly given if sent by
registered post to a party at the address given for that party in this
Agreement. Notwithstanding the aforesaid, we may change or modify the
terms of this Agreement upon giving you 30 days notice via email to the
email address used for billing purposes. All changes shall be deemed to
have been accepted by you unless you terminate the Agreement prior to
the expiry of the 30-day period.
18.5 This Agreement shall be governed by the laws of England and Wales.
The courts of England shall have exclusive jurisdiction for the
settlement of all disputes arising under this Agreement.
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