Subscription Terms – Twig Box

Subscription terms for Use of twig-world.com via the Twig Box in Schools and Colleges:

IMPORTANT: Before signing an order form for the Service, accepting delivery of the Twig Box and/or installing the Twig Box - please read carefully these terms and conditions regarding (i) your use of the enclosed hard-drive known as the “Twig Box” which allows local network access to some or all of the content and interactive functionalities contained within www.twig-world.com  or www.tigtag-world.com  (the “Website”) and/or (ii) your access to the Website via the Internet (such access to the Twig content and /or interactive functionalities via Twig Box or via the Internet, the "Service").

By signing the order form, and/or installing the Twig Box on your network you confirm that you agree to these terms and conditions.

The Parties:

This Agreement for the use of the Twig Box and access to the Services is between:- 

Service Provider: Twig Education Limited of Claremont House, 14 North Claremont Street, Glasgow G3 7LE ("Twig”); and 

Customer: With such name and details as provided to Twig as part of the registration process and within the order form (“you”).

You should note that “you” means you as the single school, college or other educational institution or entity which has purchased access to the Service, and does not include any affiliates or other educational entities or institutions which may be connected or affiliated to you. If any such affiliates or other educational institutions or entities wish to use the Website or the Twig Box they must purchase their own access.

You confirm that all details supplied by you when you register for the Service are accurate and complete and you agree to notify Twig promptly of any changes to such details.

The contract between us:

By signing an order form and by signing in to the network through the Twig Box or the Website, you are warranting that you have read and you are agreeing to be bound by the terms and conditions of this Agreement, which will form a legal agreement between you and Twig. If you do not agree to these terms and conditions, you will not be permitted to use or access the Service or permit anyone else to do so.

These terms and conditions replace and supersede any previous offer of terms and conditions previously posted on any website operated by Twig or entered into between you and Twig.

Terms of Use:

You understand that your right to use the Service is dependent upon your payment of all applicable Fees (as defined below) when due, and that if you do not pay such Fees when they are due, Twig may terminate your access to the Service with or without notice and you will cease to be entitled to use or access the Service.

You understand that the Twig Box is owned by Twig Education Limited (registered company number is 06719651) and provided to you on loan solely in order to allow you to locally access the Services.

You acknowledge that Twig Box is only for use in connection with the Service and you shall only be loaned the Twig Box for the term of your subscription agreed to on your order form.

You acknowledge and agree that as part of the installation and registration process for the Service, you will provide to Twig certain personal data from which individuals may be identified, including, by way of example, the names and email addresses of contact persons within your school, college or other educational institution or entity, so that we can contact you regarding your use of the Service, and in particular, in relation to renewing your access to the Service each year. We are committed to protecting such personal data in accordance with all relevant legislation, as set out in our Privacy Policy which can be viewed on our website. By accepting these terms and conditions, you are giving your consent to Twig’s use of your personal data.

You acknowledge that all information and other materials from time to time available via the Service (the "Data") is subject to availability and may be amended or replaced or withdrawn with or without notice at any time.

You agree that your use of any Updates and/or Upgrades (both as defined below) of the Service will be subject to the terms of this Agreement, together with any additional terms, which may accompany such Updates or Upgrades.

Ownership Rights:

All rights, title and interest in and to the Twig Box and the Service, all components thereof and material therein, any Updates and Upgrades of Twig Box or the Service (see below), and any and all copies of the same, are owned exclusively by Twig (or Twig’s licensors) together with all intellectual property rights in all of the foregoing (including but not limited to copyright, trademarks, database rights, designs and design rights, patents, inventions, know-how, trade secrets, and all other similar rights arising under the laws of any jurisdiction, whether registered or unregistered and including any applications to register the same). As between the parties, Twig owns any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. Except as expressly provided by this Agreement, you do not have and are not granted any right, title or interest in or to the Service. The Website stored within the Twig Box and all films and online resources and interactive functionalities contained within it, are protected worldwide by copyright, trademark rights, database rights and other intellectual property and related rights, which are owned by Twig and/or Twig’s suppliers under English law.

Permitted Use and Restrictions:

Access to the Service via the Twig Box is by a single user name and password for you and your employees and students ("School User Details").

You are responsible for the security and proper use of all user names and passwords issued to you or your employees and students, and for payment of all Fees incurred through them. You must inform Twig immediately if you have any reason to believe that any password issued to you or your employees or students has become known to someone not authorised to use it. If Twig reasonably believes that there has been or is likely to be a breach of security or misuse of the Service by you or any of your employees or students, Twig may change the password immediately and will notify you accordingly.

You and your employees and students ("Permitted Users") are permitted to:

  1. access, retrieve and display the Service and all material available through the Service on a network, server or on one or more personal computers under your control within the premises of your institution solely for internal use within your institution;
  2. access, retrieve and display the Service and all material available through the Service using their Individual Access User Details on their own single personal computer both inside and outside of your premises for use in connection with their school work;
  3. in the case only of a Permitted User who is a teacher, print out individual screen extracts, Word Documents or pdfs from the Service to be photocopied as is reasonably necessary for classroom use only within your institution for internal use by Permitted Users and for use outside of the classroom by Permitted Users solely for homework or preparation for such classroom work;
  4. in the case only of a Permitted User who is a teacher, store such printable items in temporary electronic form on disk or on a mobile device as is reasonably necessary to enable the activities described in paragraphs 1 to 3 above.

Teachers who cease to be your employees and students who cease to be your students shall cease to be Permitted Users at the time they cease to be employees or students as the case may be.

The activities described in paragraphs 1 to 4 above are referred to in this Agreement as the "Permitted Activities".

You and Permitted Users cannot, and you will not allow Permitted Users to:

  1. copy the Twig Box or the Service or any part thereof for any purposes not specified above in the Permitted Activities; 
  2. alter the Twig Box or the Service, or in any way reverse engineer, disassemble, decompile or create a derivative product from the contents of the Service save to the extent permitted by applicable mandatory laws (such as, for example, national laws implementing EC Directive 91/250 on the Legal Protection of Computer Programs); 
  3. include the Twig Box or the Service or any part of it in any other product or materials; 
  4.  lease, rent, hire, lend, distribute or sell the Twig Box or the Service or any part of it or otherwise use the Service for commercial use; 
  5.  use the Twig Box or the Service in any way not specified in the Permitted Activities set out above without the prior written permission of Twig; 
  6.  remove or obscure any copyright, trade mark or other proprietary notice of Twig or its licensors from any portion of the Twig Box or the Service or from any print outs made from the Service; 
  7.  redistribute the Twig Box or any of the Service (including by using it as part of any syndication, content aggregation, library, archive or similar service) unless distribution of a piece of content is specifically permitted in writing on the Website; 
  8.  cache any part of the Twig Box or the Service in a proxy server unless such proxy server has been provided to you by Twig for use with the Service; 
  9.  create a database in electronic or structured manual form by systematically and/or regularly downloading/printing and storing all or any of the Twig Box or the Service; 
  10. frame, spider, harvest or scrape the Twig Box or the Service or otherwise access the Twig Box or the Service for similar purposes; 
  11. use any machine, electronic, web based or similar device to read, copy or extract the Twig Box or the Service by automated or machine based means (as distinct from using your own eyes); 
  12. tamper with or open the Twig Box, or 
  13. divulge School User Details or Individual Access User Details to, and/or permit the use of School User Details or Individual Access User Details by, persons who are not, or have ceased to be, your employees or students. 

The activities described in paragraphs 1 to 13 above are referred to in this Agreement as the "Prohibited Activities".

You agree that you will draw the terms of this Agreement to the attention of all Permitted Users, that you will ensure that all such Permitted Users comply with these terms and that you will remain liable for any breaches of these terms by such Permitted Users. For the purposes of this Agreement, all acts and omissions of Permitted Users shall be deemed to be your acts and omissions.

If Twig reasonably believes that you and/or a Permitted User are, for example, misusing School User Details, it reserves the right to terminate the Service as provided for below and to prosecute you for any breach of UK copyright legislation. These terms apply to you and to all Permitted Users both irrespective of the delivery platform you and the Permitted User(s) use - e.g. desktop PC, laptop, mobile device, PDA or otherwise - and irrespective of how the Service is delivered to you and the Permitted User(s) - e.g. via Twig Box local network, web browser, WAP browser, email, SMS or otherwise. By accepting the Twig Box and accessing the Service and by facilitating access to the Service by the Permitted Users you are agreeing that these terms and conditions are binding on you and the Permitted Users.

Grant of Licence/Provision of Service:

Provided that you have paid in full any Fees owing to Twig or its resellers, distributors or agents in respect of the Service, and that you are not committing or carrying out any Prohibited Activities, Twig grants you a non-exclusive, non-transferable, non-sublicensable licence to carry out the Permitted Activities in respect of the Service and any and all Updates and Upgrades thereof for the period recorded in Twig’s invoice to you for delivery of the Service or as otherwise agreed in writing by Twig (the "Term"). All rights not specifically granted under this Agreement are reserved by Twig. You shall be solely responsible for the provision of and payment for all hardware, software and interconnections and telecommunications to access the Service.

Updates and Upgrades:

The terms and conditions of this Agreement apply to the Service and to any and all Updates and Upgrades provided from time to time by Twig. When an Update or an Upgrade is incorporated in the Service, it will be deemed to form part of the Service for the purposes of this Agreement, and you must comply with all the terms and conditions of this Agreement in relation to all Updates and Upgrades which Twig may provide. "Updates" means any bug fixes, workarounds or minor corrections, enhancements or modifications to the Service made available by Twig at its absolute discretion from time to time to you under the terms of this Agreement. "Upgrades" means releases of the Service containing additional content, features and curriculum changes, which may include related additional functionality, made available by Twig at its absolute discretion from time to time to you under the terms of this Agreement. Provided that the essence of the Service as an online resource of educational content for use by teachers and their students is maintained, Twig may change, alter or withdraw any part of the Service at any time (with or without notice to you). Twig may at any time release products and services similar to the Service, including, for example, incorporating additional functionality, content and features. Nothing in this Agreement grants to you or entitles you to any rights in relation to such similar products and services. If you are interested in purchasing any such similar products and services, you should contact Twig or its resellers, distributors or agents for further information.

Fees

You will be invoiced for all charges for the Twig Box (if applicable) and subscription fees for the Service as set out in your order form and amended from time to time by notice from Twig plus any applicable value added tax, sales tax or other applicable tax (the "Fee" and "Fees" shall be construed accordingly). Payment of the Fees will be by invoice. Invoices will be payable within thirty 30 days of the date stated on the invoice. If you do not pay an invoice in cleared funds within this period, Twig shall be entitled to (i) charge interest on any outstanding moneys due; and/or (ii) suspend your password and user name, until full payment of the applicable Fee is received by Twig, and/or (iii) require the return of the Twig Box via courier – as set out in the paragraph entitled Terms of Use above.

Term and Termination:

This Agreement shall commence on the start date as specified on the order form and confirmed in your invoice sent to you for the Service and shall continue for the Term as described above in Clause 6 headed "Grant of Licence/Provision of Service".

You may terminate this Agreement before the end of the Term by giving Twig notice in writing at any time. Unless Twig is in breach of its obligations to you, you will not be entitled to any refund of the Fees paid by you.

At the end of the Term, this Agreement will automatically renew for an additional term and you will be invoiced for the Services during this renewed Term at Twig’s then current prices. If the invoice is not paid within 30 days this Agreement will automatically terminate and your access to the Service and that of all the Permitted Users will be automatically disabled unless you have agreed to extend this Agreement for a new period and have paid the applicable renewal Fees by the start of the new period.

Upon termination of your subscription (for non-payment or otherwise) and unless otherwise agreed by us, you shall be required to return the Twig Box to us at Twig Education Limited, 3rd Floor, Claremont House, 14 North Claremont Street, Glasgow, G3 7LE via courier at your expense. Should you fail to return the Twig Box within 45 days of the end of the Term then you agree to pay us an amount equal to £300 (the nominal replacement cost of the Twig Box hardware) and we shall invoice you for such amount upon the expiry of the 45 day return period.

In addition to any other rights Twig may have, if: (i) you or any of the Permitted Users are in breach of any of the terms and conditions set out in this Agreement; or (ii) you are made bankrupt, enter into liquidation or any arrangement or composition with your creditors or if a receiver or administrator or administrative receiver is appointed against you or your assets, Twig shall have the right to terminate this Agreement without notice and/or to disable your access to the Service and to take action to recover from you any damages suffered by Twig as a result.

If Twig delays in acting upon a breach of this Agreement by you, that delay will not be regarded as a waiver of the breach. If Twig does agree to waive a breach of this Agreement by you, that waiver shall be limited to that particular breach.

Twig also reserves the right to terminate this Agreement at any time and for any reason on giving notice to you. If Twig terminates your access to the Service pursuant to the immediately preceding sentence, it will refund a proportion of the Fee relating to the remainder of the Term for which you have paid (if any).

Limited Warranty:

a) In Relation to the Services:

The Service primarily consists of short films about science and related learning resources. Twig makes no representation or warranty concerning the suitability, accuracy or fitness for any purpose of the Service. Twig is not responsible for any use of the Service by you and/or your Permitted Users outside its scope as stated in these terms and conditions.

What Twig guarantees: TWIG SHALL DEVELOP AND OPERATE THE SERVICE WITH REASONABLE SKILL AND CARE. TWIG SHALL USE REASONABLE ENDEAVOURS TO MAKE THE WEBSITE AVAILABLE TO YOU AND TO YOUR PERMITTED USERS 24 HOURS A DAY 7 DAYS A WEEK, SUBJECT TO ROUTINE MAINTENANCE AND SITE UPDATES AND TO THE SECTION ENTITLED "FORCE MAJEURE" BELOW.

What Twig does not guarantee: TWIG DOES NOT GIVE ANY WARRANTIES IN RESPECT OF THE SERVICE. AS WITH ANY EDUCATIONAL PROGRAMME, THE BENEFIT DERIVED FROM THE USE OF THE SERVICE DEPENDS ON THE SKILL OF THE TEACHERS AND THE DILIGENCE OF THE STUDENTS WHO USE IT. TWIG CANNOT BE RESPONSIBLE IF SOME TEACHERS OR STUDENTS OR THEIR PARENTS/ RELATIONS FIND OFFENCE IN SOME OF THE SERVICE WHETHER FOR RELIGIOUS, ETHNIC, CULTURAL OR OTHER REASONS. IF ANY OFFENCE IS CAUSED, IT WILL BE COMPLETELY UNINTENDED. TWIG DOES NOT GUARANTEE THAT THE SERVICE WILL NEVER BE FAULTY BUT TWIG SHALL ENDEAVOUR TO CORRECT REPORTED FAULTS WITH THE SERVICE AS SOON AS REASONABLY PRACTICABLE.

IF THERE ARE ISSUES WITH THE TWIG BOX WITHIN THE FIRST TWO YEARS OF USE UNDER THIS AGREEMENT, TWIG WILL IN THE FIRST INSTANCE REQUIRE THE ABILITY TO COMMUNICATE WITH THE AUTHORISED NETWORK ADMINISTRATOR OF THE SCHOOL TO TROUBLESHOOT THE PROBLEM. IF AFTER SPEAKING WITH THE SCHOOL’S NETWORK ADMINSTRATOR THE PROBLEMS CONTINUE THE SCHOOL SHALL RETURN THE TWIG BOX TO TWIG AND UPON RECEIPT TWIG WILL REPLACE THE DEFECTIVE TWIG BOX WITH A NEW BOX WITHIN 20 DAYS. THE COST OF SHIPPING AND REPLACEMENT SHALL BE COVERED BY TWIG. IF, UPON INSPECTION OF THE TWIG BOX, IT IS CLEAR THAT THE FAULT WAS CAUSED BY THE SUBSCRIBER (EG BY WATER DAMAGE, TAMPERING WITH THE BOX ETC.) THEN TWIG RESERVES THE RIGHT TO CHARGE THE SUBSCRIBER FOR THE SHIPPING AND TWIG BOX REPLACEMENT COSTS.

This benefit of the assurances and commitments given and made by Twig under this paragraph headed “Limited Warranty” (“the Limited Warranty”) is limited to you and is not transferable.

You will not be entitled to rely upon the Limited Warranty and the Limited Warranty shall be void if any failure of the Service to comply with the Limited Warranty has resulted from accident, abuse, misapplication, neglect, use of the Twig Box or the Service or modification of the Twig Box or the Service by someone other than Twig. In no event shall Twig be liable for any damages whatsoever arising out of using the Twig Box or accessing the Service other than in accordance with the terms of this Agreement, even if advised of the possibility of such damages. Twig will not be liable for any loss or damage of any kind suffered by any party as a result of reliance upon or reproduction of any errors in the content of the Twig Box or the Service.

Twig does not warrant that the functions of the Twig Box or the Service meet your requirements or that the media is compatible with any computer system or network on which it is used or that the operation of the Twig Box or the Service will be unlimited or error free. The selection of the Twig Box and the Service to achieve your intended results and the installation of, the use of and the results obtained from the Twig Box and the Service shall be your sole responsibility. To the maximum extent permitted by applicable law, the entire liability of Twig and your only remedy in connection with this Agreement, the Twig Box and the Service, shall be a refund of the Fee paid by you for the Twig Box and/or the Service which failed to meet the Limited Warranty.

No information or advice (oral, written or otherwise) given by Twig or Twig’s agents or distributors shall create a warranty or in any way increase the scope of the Limited Warranty.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, TWIG HEREBY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS OR DUTIES OF EVERY NATURE WHATSOEVER (EXCEPT ANY DUTIES OF GOOD FAITH), INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, ANY EXPRESS OR STATUTORY WARRANTIES, AND ANY WARRANTIES OR DUTIES REGARDING ACCURACY, TIMELINESS, COMPLETENESS, PERFORMANCE, AVAILABILITY, LACK OF NEGLIGENCE OR OF WORKMANLIKE EFFORT. TWIG OFFERS NO ASSURANCE OF UNINTERRUPTED OR ERROR-FREE SERVICE NOR THAT THE SPEED OF THE SERVICE WILL NOT BE ADVERSELY AFFECTED BY FACTORS AFFECTING THE INTERNET GENERALLY. NEITHER DOES TWIG PROVIDE ANY WARRANTY THAT THE SERVICE IS FREE FROM INFECTION BY VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES.

Limitation of Liability:

TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, YOU ALSO AGREE THAT TWIG WILL NOT BE LIABLE TO YOU FOR ANY OTHER INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES WHATSOEVER THAT ARISE OUT OF OR ARE RELATED TO YOUR OR YOUR PERMITTED USERS' USE OF OR INABILITY TO USE THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TWIG SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND (EXCEPT FOR PERSONAL INJURY OR DEATH RESULTING FROM TWIG'S NEGLIGENCE OR FOR LOSSES RESULTING FROM FRAUD ON THE PART OF TWIG IN WHICH CASE TWIG’S LIABILITY SHALL NOT BE LIMITED) ARISING FROM THE USE OF OR INABILITY TO USE THE SERVICE OR FROM ERRORS, DEFICIENCIES OR FAULTS THEREIN, WHETHER SUCH LOSS OR DAMAGE IS CAUSED BY NEGLIGENCE OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, TWIG AND ITS LICENSORS SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES, EVEN IF TWIG OR ITS LICENSORS ARE ADVISED OF OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL TWIG’S AND ITS LICENSORS' AGGREGATE LIABILITY EXCEEDS THE PURCHASE PRICE OF THE SERVICE FOR A ONE-YEAR PERIOD.

Indemnity

You agree to indemnify Twig against all costs, claims, damages or expenses arising from any use by you or Permitted Users of the Service and the Data which would be a breach of the terms of this Agreement which are brought or threatened against Twig by another person.

Force majeure:

Notwithstanding anything contained in this Agreement Twig shall not be liable for failure or delay in performing any of its obligations because of any cause beyond its reasonable control (including but not limited to (a) decision of any court or other judicial body of competent jurisdiction, (b) unavailability of equipment, power or other commodity, (c) failure or non-availability of Internet or telecommunications facilities, computer hardware or Service, (d) act of God, war, riot, terrorist attack, civil commotion, malicious damage, fires, flood or storm (e) strikes or other industrial disputes (whether involving its workforce or that of any other party) or (f) acts of government or other prevailing authorities or default of suppliers, sub-contractors or other third parties).

Privacy Policy:

Twig’s Privacy Policy is displayed on www.twig-world.com and should be read in conjunction with this Agreement to determine its use of cookies and tracking devices as well as Twig’s processing of data in its provision of the Service.

Third Party Sites:

The Service may contain links to other websites or online or mobile services provided by third parties (“Third Party Sites”). Third Party Sites may be co-branded with Twig and include its trade-marks. Twig is not responsible for the availability or content of Third Party Sites or for any transaction entered into by you with any Third Party Site.

Discussion Forums:

The Service may include discussion forums that allow users of the Service to interact. Twig reserves the right to delete or edit any messages posted to such forums and terminate your access to and use of such forums.

Governing Law:

This Agreement and any non-contractual obligations arising out of it will be governed by and construed in accordance with the laws of England and Wales, and you agree to submit to the exclusive jurisdiction of the courts of England and Wales in relation to any matter arising hereunder. Notwithstanding the preceding sentence, Twig shall have the right to seek injunctive or similar relief in any court of competent jurisdiction anywhere in the world in order to protect its intellectual property rights or its rights in its confidential information.

General:

This Agreement represents the entire agreement between you and Twig as to the matters dealt with in it and shall prevail over any inconsistent terms or conditions referred to in any purchase order or other correspondence you may submit to Twig or its resellers, distributors or agents (which terms shall not be binding on Twig).

Twig reserves the right to vary or amend these terms and conditions at any time. Twig will give you notice of any material variation. By continuing to use the Service following any such modification you will be deemed to have accepted such variations or amendments.

Twig may assign its rights and obligations under this Agreement, or may sub-contract performance thereof to any third party.

You may not assign, sub-contract, transfer or sub license any of your rights and obligations under this Agreement to any third party.

If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force.

It is not intended by you or by Twig that anyone other than you and Twig as the parties to this Agreement be entitled to obtain any benefit under this Agreement or to enforce any of its terms and the Contracts (Rights of Third Parties) Act 1999 is hereby expressly excluded.

Any notices required to be given in writing to Twig or any questions concerning this Agreement should be addressed to The Secretary at Twig Education Limited, Claremont House, 14 North Claremont Street, Glasgow G3 7LE and copied by email to legal@twig-world.com.

© 2013 Twig Education Limited