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Licence Agreement

BACKGROUND:

This Licence Agreement, together with any and all other documents referred to herein, set out the terms under which Paid Content, accessed via Subscriptions, is sold by Us to consumers through this website, www.thepehub.co.uk(“Our Site”).  Please read this Licence Agreement carefully and ensure that you understand it before purchasing a Subscription.  You will be required to read and accept this Licence Agreement when ordering a Subscription. If you do not agree to comply with and be bound by this Licence Agreement, you will not be able to purchase a Subscription and access Paid Content through Our Site.

  1. Definitions and Interpretation
    1.1 In this Licence Agreement, unless the context otherwise requires, these expressions have the following meanings:
“Contract” means a contract for the purchase of a Subscription to access Paid Content, as explained in Clause 6;
“Paid Content” means the digital content sold by Us through Our Site;
“Subscription” means a subscription to Our Site providing access to Paid Content;
“Subscription Confirmation” means Our acceptance and confirmation of your purchase of a Subscription;
“Subscription ID” means the reference number for your Subscription; and
“We/Us/Our” means Educe Trading Ltd, a company registered in England under 08918344, whose registered address is  Grosvenor House, 11 St. Pauls Square, Birmingham, England, B3 1RB.

 

  1. Information About Use

2.1 Our Site, thepehub.co.uk, is owned and operated byUs.Our VAT number is 185671767.

2.2 We are a member of the Association for Physical Education.

 

  1. Access to and Use of Our Site

3.1 Access to Our Site is free of charge.

3.2 It is your responsibility to make any and all arrangements necessary in order to access Our Site.

3.3 Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our     Site (or any part of it) at any time and without notice.  We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.

 

  1. Business Customers and Consumers

4.1 This Licence Agreement applies to educational providers only, coaching companies, and individuals who act as      professional coaches. They do not apply to individual consumers purchasing Paid Content for personal use (that is, not in connection with, or for use in, their trade, business, craft, or profession).

4.2 This Licence Agreement constitutes the entire agreement between Us and you with respect to your purchase of Subscriptions and Paid Content from Us. You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out in these Terms of Sale and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.

 

  1. Subscriptions, Paid Content, Pricing and Availability

5.1 We may from time to time change Our prices. Changes in price will not affect any Subscription that you have already purchased but will apply to any subsequent renewal or new Subscription.  We will inform you of any change in price at least three months before the change is due to take effect.  If you do not agree to such a change, you may cancel the Contract as described in sub-Clause 11.1.

5.2 Minor changes may, from time to time, be made to certain Paid Content, for example, to reflect changes in relevant laws and regulatory requirements, or to address technical or security issues. These changes will not alter the main characteristics of the Paid Content and should not normally affect your use of that Paid Content.  However, if any change is made that would affect your use of the Paid Content, suitable information will be provided to you.

5.3 In some cases, as described in the relevant content descriptions, We may also make more significant changes to the Paid Content. If We do so, We will inform you at least one month’s notice before the changes are due to take effect.  If you do not agree to the changes, you may cancel the Contract as described in sub-Clause 11.1.

5.4 Where any updates are made to Paid Content, that Paid Content will continue to match Our description of it as provided to you before you purchased your Subscription to access the Paid Content. Please note that this does not prevent Us from enhancing the Paid Content, thereby going beyond the original description.

5.5 We make all reasonable efforts to ensure that all prices shown on Our Site are correct at the time of going online. Changes in price will not affect any order that you have already placed (please note sub-Clause 5.9 regarding VAT, however).

5.6 All prices are checked by Us before We accept your order. In the unlikely event that We have shown incorrect pricing information, We will contact you in writing to inform you of the mistake.  If the correct price is lower than that shown when you made your order, We will simply charge you the lower amount and continue processing your order.  If the correct price is higher, We will give you the option to purchase the Subscription at the correct price or to cancel your order (or the affected part of it). We will not proceed with processing your order in this case until you respond.  If We do not receive a response from you within 28 days, We will treat your order as cancelled and notify you of this in writing.

5.7 If We discover an error in the price or description of your Subscription after your order is processed, We will inform you immediately and make all reasonable efforts to correct the error. You may, however, have the right to cancel the Contract if this happens.  If We inform you of such an error and you do wish to cancel the Contract, please refer to sub-Clause 11.4.

5.8 If the price of a Subscription that you have ordered changes between your order being placed and Us processing that order and taking payment, you will be charged the price shown on Our Site at the time of placing your order. Subsequent Subscriptions and renewals will be charged at the new price.

5.9 Prices on Our Site are shown exclusive of VAT. If the VAT rate changes between your order being placed and Us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.

 

  1. Orders – How Contracts Are Formed

6.1 Our Site will guide you through the process of purchasing a Subscription. Before completing your purchase, you will be given the opportunity to review your order and amend it.  Please ensure that you have checked your order carefully before submitting it.

6.2 If, during the order process, you provide Us with incorrect or incomplete information, please contact Us as soon as possible. If We are unable to process your order due to incorrect or incomplete information, We will contact you to ask to correct it.  If you do not give Us the accurate or complete information within a reasonable time of Our request, We will cancel your order and treat the Contract as being at an end.  We will not be responsible for any delay in the availability of Paid Content that results from you providing incorrect or incomplete information.

6.3 No part of Our Site constitutes a contractual offer capable of acceptance. Your order to purchase a Subscription constitutes a contractual offer that We may, at Our sole discretion, accept.  Our acknowledgement of receipt of your order does not mean that We have accepted it.  Our acceptance is indicated by Us sending you a Subscription Confirmation by email.  Only once We have sent you a Subscription Confirmation will there be a legally binding Contract between Us and you.

6.4 Subscription Confirmations shall contain an acknowledgment of your order. They shall be followed by an invoice containing your purchase order number.

6.5 In the unlikely event that We do not accept or cannot fulfil your order for any reason, We will explain why in writing. No payment will be taken under normal circumstances.  If We have taken payment, any such sums will be refunded to you.

6.6 Any refunds due under this Clause 6 will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which the event triggering the refund occurs.

6.7 Refunds under this Clause 6 will be made using the same payment method that you used when purchasing your Subscription.

 

  1. Payment

7.1 You will be invoiced upon activation. Payment is required within 15 days of this.

7.2 Payments due must be made in full, without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law).

7.3 We accept the following methods of payment:

7.3.1 Cheque;

7.3.2 Debit card; and

7.3.3 Credit card.

7.4 If you do not make any payment due to Us on time, We will suspend your access to the Paid Content. For more information, please refer to sub-Clause 8.4.  If you do not make payment within 14 days  of Our reminder, We may cancel the Contract.  Any outstanding sums due to Us will remain due and payable.

7.5 If you believe that We have charged you an incorrect amount, please contact Us as soon as reasonably possible to let Us know. You will not be charged for Paid Content while availability is suspended.

 

  1. Provision of Paid Content

8.1 Paid Content appropriate to your Subscription will be available to you immediately when We send you a Subscription Confirmation and will continue to be available for the duration of your Subscription (including any renewals), or until the Contract is otherwise ended.

8.2 In some limited circumstances, We may need to suspend the provision of Paid Content (in full or in part) for one or more of the following reasons:

8.2.1 To fix technical problems or to make necessary minor technical changes, as described above in sub-Clause 5.2;

8.2.2 To update the Paid Content to comply with relevant changes in the law or other regulatory requirements, as described above in sub-Clause 5.2; or

8.2.3 To make more significant changes to the Paid Content, as described above in sub-Clause 5.3.

8.3 If We need to suspend availability of the Paid Content for any of the reasons set out in sub-Clause 8.2, We will inform you in advance of the suspension and explain why it is necessary (unless We need to suspend availability for urgent or emergency reasons such as a dangerous problem with the Paid Content, in which case We will inform you as soon as reasonably possible after suspension).

8.4 We may suspend provision of the Paid Content if We do not receive payment on time from you.We will inform you of the non-payment on the due date, however if you do not make payment within 14 days of Our notice, We may suspend provision of the Paid Content until We have received all outstanding sums due from you.  If We do suspend provision of the Paid Content, We will inform you of the suspension. You will not be charged for any Paid Content while provision is suspended.

 

  1. Licence

9.1 When you purchase a Subscription to access Paid Content, We will grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the relevant Paid Content for commercial and/or educational purposes. The licence granted to you does not give you any rights in Our Paid Content (including any material that We may licence from third parties).

9.2 The licence granted to you under sub-Clause 9.1 is subject to the following usage restrictions and/or permissions:

9.2.1 You may not copy, rent, sell, publish, republish, share, broadcast or otherwise transmit the Paid Content (or any part of it) or make it available to the public except as permitted under the Copyright Designs and Patents Act 1988 (Chapter 3 ‘Acts Permitted in relation to Copyright Works’), or as is necessary in using the Paid Content for educational purposes.

9.2.2 When your subscription expires for any reason, you must destroy all materials downloaded from, or based upon, the Paid Content.

9.2.3 You agree not to compete with Us.

9.3  You will be granted access to the Paid Materials via a unique ID and password. You are responsible for the security and responsible use of all IDs.  You must ensure they are not disclosed to unauthorised people.  If you suspect that the ID has been disclosed to an unauthorised person, you must immediately inform us.  An unauthorised person includes, but is not limited to, any person who is not an employee or agent of your educational establishment or coaching premises.

9.4  You are not entitled to pass off the Paid Content as your own.

 

  1. Our Liability

10.1 Subject to sub-Clause 10.3, We will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any contract between you and Us.

10.2 Subject to sub-Clause 10.3, Our total liability to you for all other losses arising out of or in connection with any contract between you and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not be greater than the total sums paid by you under the contract in question.

10.3 Nothing in these Terms of Sale seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); for fraud or fraudulent misrepresentation; or for any other matter in respect of which liability cannot be excluded or restricted by law.

10.4 The Paid Content is designed to serve as suggestions serve as suggestions only, and are not a substitute for professional advice or specific, authoritative knowledge or direction. We do not guarantee that the Paid Content will be suitable for your purposes, or that it is free from viruses, bugs or other defects.

 

  1. Events Outside of Our Control (Force Majeure)

11.1 We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control.Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.

11.2 If any event described under this Clause 11 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms of Sale:

11.2.1 We will inform you as soon as is reasonably possible;

11.2.2 We will take all reasonable steps to minimise the delay;

11.2.3 To the extent that We cannot minimise the delay, Our affected obligations under these Terms of Sale (and therefore the Contract) will be suspended and any time limits that We are bound by will be extended accordingly;

11.2.4 We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Paid Content as necessary;

11.2.5 If the event outside of Our control continues for more than28 daysWe will cancel the Contract and inform you of the cancellation.  Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible and will be made using the same payment method that you used when ordering your Subscription;

11.2.6 If an event outside of Our control occurs and continues for more than 28 daysand you wish to cancel the Contract as a result, you may do so in any way you wish. Any refunds due to you as a result of such cancellation will be paid to you as soon as is reasonably possible and will be made using the same payment method that you used when ordering your Subscription.

 

  1. Communication and Contact Details

12.1 If you wish to contact Us with general questions or complaints, you may contact Us using the details provided from time to time on our Site.

 

  1. How We Use Your Personal Information (Data Protection)

13.1 All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and your rights under the GDPR.

13.2 For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Policy https://thepehub.co.uk/about-us/privacy-policy/.

 

  1. Other Important Terms

14.1 We may transfer (assign) Our obligations and rights under these Terms of Sale (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing.  Your rights under these Terms of Sale will not be affected and Our obligations under these Terms of Sale will be transferred to the third party who will remain bound by them.

14.2 You may not transfer (assign) your obligations and rights under these Terms of Sale (and under the Contract, as applicable) without Our express written permission.

14.3 The Contract is between you or your establishment as defined in paragraph 4.1 and Us. By accepting you confirm that you are authorised to do so on your establishment’s behalf.  You also agree to be bound by the licence restrictions at section 9 of this Contract as an individual.  It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of Sale.

14.4 If any of the provisions of these Terms of Sale are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms of Sale. The remainder of these Terms of Sale shall be valid and enforceable.

14.5 No failure or delay by Us in exercising any of Our rights under these Terms of Sale means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms of Sale means that We will waive any subsequent breach of the same or any other provision.

14.6 We may revise these Terms of Sale from time to time in response to changes in relevant laws and other regulatory requirements. If We change these Terms of Sale as they relate to your Subscription, We will give you reasonable advance notice of the changes and provide details of how to cancel if you are not happy with them.

 

  1. Law and Jurisdiction

15.1 These Terms of Sale, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.

15.2 Any disputes concerning these Terms of Sale, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.