Complete P.E. | Terms & conditions

Terms & conditions

Complete P.E. Ltd™ Terms and Conditions for using the Resource

1. Definitions

1.1 “Annual Membership Agreement” means the annual membership agreement to be entered into by the Customer in order to have access to the full functionality of Complete P.E., the form of the agreement being as set out in the Schedule to these Terms.

1.2 ''Authorised Users'' means those employees, agents, independent contractors and customers of the Customer who are authorised by the Customer to use the Resource.

1.3 “Content” means the information, videos, photographs and any other materials (in whatever form) or services which may be made available to the Customer as part of the Resource.

1.4 “Contract” means the purchase order for access to the Resource and/or for a User Annual Membership which includes these Terms and if applicable to the Annual Membership Agreement.

1.5 “Customer” means the educational institution or individual named upon purchasing the Resource and/or using the Resource.

1.6 “Membership Period” means the period during which the User Annual Membership is paid up to date.

1.7 “Resource” means the web based portal resource provided to a Customer by Complete P.E. Ltd, and where an Annual Membership Agreement is entered into by a Customer and paid up to date, the Video Content, Assessment Tool, Subject Leaders Area, Curriculum Mapping Builder and Differentiated Learning Cards are provided to a Customer by Complete P.E. Ltd as the enhanced resource, all and any part of the resource known as Complete P.E.

1.8 “Terms” means these terms and conditions (including its schedule) which govern the Customer’s use of the Resource to the exclusion of all and any other terms purportedly put forward by the Customer.

1.9 “User Annual Membership” means the user membership purchased by the Customer pursuant to clause 5.2 which entitles Authorised Users to access all paid for content in accordance with these Terms.

2. Copyright and Trademark Statement

2.1 The Content of the Resource is protected by the copyright of Complete P.E. Ltd.

2.2 Complete P.E. Ltd''s copyright must remain on all Content accessed from the Resource.

2.3 Complete P.E. is a registered Trademark.

2.4 You may NOT download or store Content. You may not republish, retransmit, redistribute or otherwise make the Content to any other party or make the same available on any web based portal resource, on-line service or bulletin board of your own or any other party or make the same available in hard copy or on any other media without Complete P.E. Ltds express prior written consent.

3. Disclaimer Statement

3.1 By purchasing the Resource, the Customer expressly agrees that such use is at its own risk.

3.2 Complete P.E. Ltd. endeavours to provide a service of the highest quality but cannot guarantee that the Resource will be uninterrupted or error free, or that the Resource will reach the intended recipient.

3.3 Complete P.E. Ltd provides the Resource and its Content on an ''as is'' basis and makes no representations or warranties of any kind, express or implied, with respect to the Resource or its operation, Content, products or service.

3.4 Complete P.E. Ltd. does not represent or warrant that Content available on the Resource is accurate, current or complete, and we disclaim any and all representations and warranties, including but not limited to any implied warranty as to satisfactory quality or fitness for a particular purpose, to the full extent permitted by the applicable law.

3.5 In no event shall Complete P.E. Ltd be liable to the Customer or to any other person or entity, in any manner (including in negligence) for damages of any kind arising from the use of the Resource, including but not limited to direct, indirect, actual, incidental, punitive, special or consequential damages, lost income, revenue or profits, lost or damaged data, or other commercial or economic loss, that result from your use of, or inability to use, the Resource. Even if Complete P.E. Ltd has been advised of the possibility of such damages or such damages are foreseeable, by using the Resource, the Customer agrees that this limitation will apply to all use of the Content available through the Resource.

3.6 In the event, that the applicable law does not allow the limitation or exclusion of liability or damages, the Customer agrees that, in no event shall Complete P.E. Ltd''s total liability to the Customer, for all damages, losses and causes of action of any kind, exceed the amount, if any, the Customer has paid Complete P.E. Ltd for use and or access of the Resource during the 3 months immediately preceding the date on which the claim arose.

3.7 The Customer must ensure that the Content accessed or purchased from Complete P.E. Ltd is implemented in a manner and an environment which is safe and suitable for all the individuals involved. Complete P.E. Ltd. cannot be held responsible for improper implementation of the Content or any deviation from normal teaching standards.

4. Conditions of Security

4.1 In order to access the Resource, the Customer will be issued a unique log in ID and password. The Customer is responsible for the security and proper use of all user IDs and passwords used in connection with the Resource (including changing passwords on a regular basis) and must take all necessary steps to ensure that they are kept confidential, secure, used properly and not disclosed to unauthorised people.

4.2 The Customer must immediately inform Complete P.E. Ltd. If there is any reason to believe that a log in ID or password has or is likely to become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way.

4.3 Complete P.E. Ltd reserves the right to suspend log in ID and password access to the Resource if at any time Complete P.E. Ltd considers that there is or is likely to be a breach of security.

4.4 Complete P.E. Ltd reserves the right (at its sole discretion) to require the Customer to change any or all of the passwords used by the Customer in connection with the Resource.

4.5 The Customer must immediately inform Complete P.E. Ltd of any changes to the information the Customer supplied when registering for the Resource.

5. Terms of Use of the Resource

5.1 As a cooling off period, the Customer shall have 14 days from the Contract coming into force in which it may notify Complete P.E. Ltd of its intention to cancel the Contract with immediate effect and any paid fees shall be refunded within 7 days of receipt of notice of cancellation.

5.2 The Customer shall pay the invoice for access to the Resource within 30 days of date of invoice.

5.3 The Resource is provided solely for the Customer''s own use (including use by Authorised Users) and the Customer will not resell or attempt to resell the Resource or allow access to the Resource (or any part or facility of it) to any third party.

5.4 Upon purchase of the Resource, the Customer will also be able to enter into an Annual Membership Agreement, and upon payment of the membership will enable access to the Video Content, Assessment Tool, Subject Leaders Area, Curriculum Mapping Builder and Differentiated Learning Cards. The TOP PE and My Personal Best Resources are not included in the Annual Membership Agreement and/or User Annual Membership.

5.5 The Annual Membership will commence on 1st November annually, upon payment of the membership, until such time that the Customer wishes to cancel the Annual, by providing email notification at any time before 31^st October.

5.6 During the Membership Period, the Customer will have access to Resource content (units of work). In addition the Customer will have full access to the Video Content, Assessment Tool, Subject Leaders Area, Curriculum Mapping Builder, Differentiated Learning Cards, and access to any upgrades made to updated versions of the Resource during their Membership Period.

5.7 Upon cancellation of the Annual Membership Agreement, the Customer agrees that all content will be switched off except for the written lesson plans.

5.8 The Content is protected by copyright and other intellectual property rights, as applicable. The Customer MUST NOT and MUST NOT PERMIT ANYONE ELSE to copy, store, adapt, modify, transmit, distribute externally (and if the Customer accesses the Resource and or Resource from a LAN other than to Authorised Users on such LAN), perform, play or show in public, broadcast or publish any part of the Content.

5.9 The Customer is NOT entitled to download and store the Content for their own use to reproduce it in hard copy form.

5.10 The Customer is only allowed to use the Resource for the purposes of education and must not commercially exploit any Content and or Material to the commercial detriment of Complete P.E. Ltd.

5.11 Complete P.E. Ltd cannot warrant or guarantee the accuracy or completeness of any of the Content supplied to it by third parties. The Customer acknowledges that it is the Customer''s responsibility to evaluate the accuracy and completeness of the Content. In particular the Customer acknowledges that it is not entitled to rely on any Content in making any decision and that the Customer''s use of the Content (for whatever purpose) is at the Customer''s sole risk.

5.12 The Customer acknowledges that there may be additional conditions displayed on-line relating to particular content. If the Customer chooses to access such Content, those online conditions will also form part of this Contract.

5.13 The Customer warrants that it will comply with all consumer and other legislation, instructions or guidelines issued by regulatory authorities, relevant licences and any other codes of practice which apply to the Customer in using the Resource.

5.14 The Resource must not be used:

5.14.1 fraudulently or in connection with a criminal offence or giving rise to any civil liability;

5.14.2 in breach of any instructions Complete P.E. Ltd. has given;

5.14.3 to send or provide unsolicited advertising or promotional material or to receive responses to any unsolicited advertising or promotional material sent or provided using the Resource or by any third party; nor

5.14.4 other than in accordance with the acceptable use policies of any connected networks .

5.15 If the Customer or anyone else, with or without the Customer''s knowledge or approval, uses the Resource in contravention of paragraphs 5.1 to 5.12, the server capacity or the software made available to it in any way which, in Complete P.E. Ltd.’s opinion, is, or is likely to be, detrimental to the provision of the Resource to the Customer or any other customer and fails to take corrective action within a reasonable period of receiving notice from Complete P.E. Ltd, Complete P.E. Ltd can treat the contravention as a material breach of this Contract.

5.16 The Customer must indemnify Complete P.E. Ltd against any claims or legal proceedings which are brought or threatened against Complete P.E. Ltd by a third party because:

5.16.1 the Resource is used in breach of clause 5; or Complete P.E. Ltd will notify the Customer of any such claims or proceedings and keep the Customer informed as to the progress of such claims or proceedings.

5.17 Complete P.E. Ltd. reserves the right to suspend user log in ID and password access to the Resource if at any time Complete P.E. Ltd considers that there is likely to be a breach of one of the conditions of this Contract.

SCHEDULE Annual Membership Agreement

AGREED TERMS

1. Interpretation

1.1 The definitions and rules of interpretation as detailed in Schedule 1 to this Agreement, shall apply in this Agreement.

2. User Membership

2.1 Subject to the Customer purchasing the User Membership in accordance with clause 5 the restrictions set out in clause 10 and the other terms and conditions of this Agreement, Complete P.E. Ltd hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Resources via the Web based portal resource Complete P.E. during the Annual Membership Agreement in accordance with the Website Term of Use, solely for the Customer''s internal business operations.

2.2 The rights provided under clause 2.1 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3. Term

3.1 This Agreement shall, unless otherwise terminated as provided in this clause 3, commence on the Effective Date and shall continue for the Initial Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

3.1.1 either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or

3.1.2 otherwise terminated in accordance with the provisions of this Agreement.

4. Resources, Support Resources, Training, Integration and Upgrades

4.1 Resources: Complete P.E. Ltd shall, during the Subscription Term, provide the Resources and make available the Documentation to the Customer on and subject to the terms of this Agreement.

4.2 Complete P.E. Ltd shall use commercially reasonable endeavours to make the Resources available 24 hrs a day 7 days a week, including UK public holidays, except during planned maintenance and unscheduled maintenance of which Complete P.E. Ltd shall give the Customer reasonable notice in advance.

4.3 Support Resources: Complete P.E. Ltd shall, as part of the Resources and at no additional cost to the Customer, provide the Customer with Complete P.E. Ltd’s standard customer support and maintenance services during normal business hours in accordance with Complete P.E. Ltd''s Support Resources Policy in effect at the time that the Resources are provided.

4.4 Training: Complete P.E. Ltd shall provide the Training to the Customer, subject to payment by the Customer of the Training Fee, or as otherwise agreed

4.5 Integration: Complete P.E. Ltd does not warrant or represent that the Resources will be compatible with the Customer''s existing Software and internet service provider (“ISP”). It will be the Customers responsibility to ensure their ISP firewall and other security, are set to enable the functionality of the web based portal resource Complete P.E.

4.6 The standard of the integration provided for in clause 4.5 above, shall be the sole responsibility of the Customer’s existing information technology designated specialist.

4.7 Upgrades: Subject to clause 4.10, Complete P.E. Ltd shall, as part of the Resources and at no additional cost to the Customer, apply Upgrades to the Resources from time to time during the Membership Period.

4.8 The Customer acknowledges that such Upgrades may, subject to clause 4.9, result in changes to the appearance and/or functionality of the Resources.

4.9 No Upgrade shall disable, delete or significantly impair the functionality of the Resources. This will be in the sole opinion of Complete P.E. Ltd.

4.10 The Customer shall not be subject to any additional charges arising out of the Upgrade, save where the upgrade is deemed to be a substantial upgrade (one that introduces new functionality to the Resources) in Complete P.E. Ltd''s reasonable opinion and such additional charge shall be raised at its sole discretion.

5. Charges and Payment

5.1 The Customer shall pay the User Membership fees to Complete P.E. Ltd for the Annual Membership Agreement in accordance with this clause 5 and Schedule 2 to this Agreement.

5.2 The User Membership Fees shall be calculated by Complete P.E. Ltd as per Schedule 2

5.3 Complete P.E. Ltd shall raise an invoice to the Customer:

5.3.1 on the 5^th October each year

5.3.2 and the Customer will pay within 30 days after the date of such invoice.

5.4 If the Customer fails to make any payment due to Complete P.E. Ltd under this Agreement by the due date for payment, then, and without prejudice to any other rights and remedies of Complete P.E. Ltd:

5.4.1 Complete P.E. Ltd may, without liability to the Customer, disable the Customer’s access to the Resources content and Complete P.E. Ltd shall be under no obligation to provide the aforementioned Resources while the invoice(s) concerned remain unpaid. Any suspension by Complete P.E. Ltd of the Resources under this clause shall not excuse the Customer from their obligation to make payment(s) under this Agreement; and

5.5 All amounts and fees stated or referred to in this Agreement:

5.5.1 shall be payable in pounds sterling;

5.5.2 are, subject to clause 13.4.2, noncancellable and non-refundable;

5.5.3 are exclusive of value added tax, which shall be added to Complete P.E. Ltd’s invoice(s) at the appropriate rate; and

5.5.4 may be subject to an increase at the start of each Renewal Period upon 60 days’ prior notice to the Customer.

6. Proprietary Rights

6.1 The Customer acknowledges and agrees that Complete P.E. Ltd and/or its licensors own all intellectual property rights in the Resources and the Documentation. Except as expressly stated herein, this Agreement, Complete P.E. Ltd does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Resources or the Documentation.

6.2 Complete P.E. Ltd confirms that it has all the rights in relation to the Resources and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

7. Customer Data

7.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

7.2 Complete P.E. Ltd shall follow its archiving procedures for Customer Data.

7.3 In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for Complete P.E. Ltd to use reasonable endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Complete P.E. Ltd in accordance with the archiving procedures.

7.4 Complete P.E. Ltd shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Complete P.E. Ltd to perform services related to Customer Data maintenance and back-up).

7.5 Complete P.E. Ltd shall, in providing the Resources, comply with its:

7.5.1 privacy and security policy relating to the privacy and security of the Customer Data; and

7.5.2 disaster recovery plan relating to data recovery.

7.6 If Complete P.E. Ltd processes any personal data on the Customer’s behalf when performing its obligations under this Agreement, the parties record their intention that the Customer shall be the data controller and Complete P.E. Ltd shall be a data processor and in any such case:

7.6.1 the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to Complete P.E. Ltd so that Complete P.E. Ltd may lawfully use, process and transfer the personal data in accordance with this Agreement on the Customer’s behalf;

7.6.2 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

7.6.3 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

8. Confidentiality

8.1 Each party undertakes that it shall not at any time during this Agreement, and after its termination, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 8.2.

8.2 Each party may disclose the other party’s confidential information:

8.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 8; and

8.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

8.3 No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Agreement.

8.4 Each party shall take all reasonable steps to ensure that the other’s confidential information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

8.5 Neither party shall be responsible for any loss, destruction, alteration or disclosure of confidential information caused by any third party.

8.6 The Customer acknowledges that details of the Resources, and the results of any performance tests of the Resources, constitute Complete P.E. Ltd’s confidential information. Complete P.E. Ltd acknowledges that the Customer Data is the confidential information of the Customer.

8.7 No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law.

8.8 This clause 8 shall survive termination of this Agreement, however arising.

9. Complete P.E. Ltd’s Obligations

9.1 Complete P.E. Ltd undertakes that the Resources will be performed substantially in accordance with the Documentation and with reasonable skill and care.

9.2 The undertaking at clause 9.1 shall not apply to the extent of any non-conformance which is caused by use of the Resources contrary to Complete P.E. Ltd’s instructions, or modification or alteration of the Resources by any party other than Complete P.E. Ltd or Complete P.E. Ltd’s duly authorised contractors or agents. If the Resources do not conform with the foregoing undertaking, Complete P.E. Ltd will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 9.1. Notwithstanding the foregoing, Complete P.E. Ltd:

9.2.1 does not warrant that the Customer’s use of the Resources will be uninterrupted or error-free, or that the Resources, Documentation and/or the information obtained by the Customer through the Resources will meet the Customer’s requirements; and

9.2.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Resources and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

9.3 Complete P.E. Ltd warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

10. Customer’s Obligations

10.1 In relation to the Authorised Users, the Customer undertakes that:

10.1.1 each Authorised User, shall keep their own password for their own use of the Resources and Documentation confidential;

10.1.2 each Authorised User shall comply with Complete P.E. Ltd’s Terms of Use (and the documents referred to within it) when accessing the Resources; and

10.1.3 It shall ensure that the Authorised Users use the Resources and the Documentation in accordance with the terms of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;

10.2 The Customer shall not:

10.2.1 access, store, distribute or transmit any viruses, or any material during the course of its use of the Resources that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or in a manner that is otherwise illegal or causes damage or injury to any person or property; or harms or attempts to harm any minor and Complete P.E. Ltd reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause 10.2;

10.2.2 except as may be allowed by any applicable law and except to the extent expressly permitted under this Agreement: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or (b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human perceivable form all or any part of the Software; or (c) access all or any part of the Resources and Documentation in order to build a product or service which competes with the Resources and/or the Documentation; or (d) use the Resources and/or Documentation to provide services to third parties; or (e) subject to clause 16.8, license, or re-sell, or otherwise commercially exploit, or otherwise make the Resources and/or Documentation available to any third party except the Authorised Users.

10.3 The Customer shall:

10.3.1 use all reasonable endeavours to prevent any unauthorised access to, or use of, the Resources and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Complete P.E. Ltd;

10.3.2 co-operate in relation to this Agreement and provide all necessary access to such information as may be required by Complete P.E. Ltd in order to provide the Resources;

10.3.3 comply with all applicable laws and regulations with respect to its activities under this Agreement;

10.3.4 obtain and shall maintain all necessary licences, consents, and permissions necessary for Complete P.E. Ltd, to perform its obligations under this Agreement;

10.3.5 ensure that its network, hardware and systems comply with the relevant specifications provided by Complete P.E. Ltd from time to time; and

10.3.6 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Complete P.E. Ltd’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

11. Indemnity

11.1 the Customer shall defend, indemnify and hold harmless Complete P.E. Ltd against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Resources and/or Documentation, provided that:

11.1.1 the Customer is given prompt notice of any such claim;

11.1.2 Complete P.E. Ltd provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and

11.1.3 the Customer is given sole authority to defend or settle the claim.

11.2 Complete P.E. Ltd shall defend the Customer, its officers, directors and employees against any claim that the Resources or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

11.2.1 Complete P.E. Ltd is given prompt notice of any such claim;

11.2.2 the Customer provides reasonable cooperation to Complete P.E. Ltd in the defence and settlement of such claim, at Complete P.E. Ltd’s expense; and

11.2.3 Complete P.E. Ltd is given sole authority to defend or settle the claim.

11.3 in the defence or settlement of any claim, Complete P.E. Ltd may procure the right for the Customer to continue using the Resources, replace or modify the Resources so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 business days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

11.4 In no event shall Complete P.E. Ltd, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

11.4.1 a modification of the Resources or Documentation by anyone other than Complete P.E. Ltd; or

11.4.2 the Customer’s use of the Resources or Documentation in a manner contrary to the instructions given to the Customer by Complete P.E. Ltd; or

11.4.3 the Customer’s use of the Resources or Documentation after notice of the alleged or actual infringement from Complete P.E. Ltd or any appropriate authority.

11.5 The foregoing and clause 13.4.2 states the Customer’s sole and exclusive rights and remedies, and Complete P.E. Ltd’s (including Complete P.E. Ltd’s employees’, agents’ and subcontractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

12. Third Party Providers

12.1 The Customer acknowledges that the Resources may enable or assist it and Authorised Users to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Complete P.E. Ltd makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Complete P.E. Ltd. Complete P.E. Ltd recommends that the Customer and its Authorised Users refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. Complete P.E. Ltd does not endorse or approve any third-party website nor the content of any of the third party website made available via the Resources.

13. Limitation of Liability

13.1 This clause 13 sets out the entire financial liability of Complete P.E. Ltd (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:

13.1.1 rising under or in connection with this Agreement;

13.1.2 in respect of any use made by the Customer of the Resources and Documentation or any part of them; and

13.1.3 in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

13.2 Except as expressly and specifically provided in this Agreement:

13.2.1 the Customer assumes sole responsibility for results obtained from the use of the Resources and the Documentation by the Customer, and for conclusions drawn from such use. Complete P.E. Ltd shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Complete P.E. Ltd by the Customer in connection with the Resources, or any actions taken by Complete P.E. Ltd at the Customer’s direction;

13.2.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

13.2.3 the Resources and the Documentation are provided to the Customer on an “as is” basis.

13.3 Nothing in this Agreement excludes the liability of Complete P.E. Ltd:

13.3.1 for death or personal injury caused by Complete P.E. Ltd’s negligence; or

13.3.2 for fraud or fraudulent misrepresentation.

13.4 Subject to clause 13.2 and clause 13.3:

13.4.1 Complete P.E. Ltd shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and

13.4.2 Complete P.E. Ltd’s total aggregate liability in contract (including in respect of the indemnity at clause 11.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Licence Fees paid for the User Subscriptions during the 3 months immediately preceding the date on which the claim arose.

14. Termination

14.1 without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

14.1.1 the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 working days after being notified in writing to do so;

14.1.2 the other party becomes subject to any insolvency event or bankruptcy proceedings;

14.1.3 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

14.1.4 the other party reasonably believes the other party is about to suffer any event or proceedings set out in clause 14.1.2 and 14.1.3 above.

14.2 if the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified to make such payment, Complete P.E. Ltd may, at its option, terminate or suspend the Resources.

14.3 either party may terminate this Agreement in accordance with clause 3.1.1.

15. Consequences of Termination

15.1 upon termination of this Agreement, however caused: 15.1.1 all licences and rights granted under this Agreement shall immediately terminate;

15.1.2 each party shall return and make no further use of Documentation, property (and any copies of them) belonging to the other party;

15.1.3 Complete P.E. Ltd may destroy or otherwise dispose of any of the Customer Data in its possession unless Complete P.E. Ltd receives, no later than fifteen days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Complete P.E. Ltd shall use reasonable endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Complete P.E. Ltd in returning of Customer Data;

15.1.4 the Customer shall pay on demand all sums due in respect of the Software and/or Resources and any other sums due under this Agreement, but which are unpaid at the date of such demand, together with any interest accrued pursuant to clause 5.5.2; and

15.1.5 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

16. General Provisions and Force Majeure

16.1 Force Majeure: Complete P.E. Ltd shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its businesses to an event outside its control (“Force Majeure Event”), provided that the Customer is notified of such an event and its expected duration. If Complete P.E. Ltd is affected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance.

16.2 Conflict: If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the main body of this Agreement shall prevail.

16.3 Variation: No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16.4 Waiver: No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16.5 Rights and Remedies: Except as Complete P.E. Ltd provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

16.6 Severance: If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

16.7 Entire Agreement: This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

16.8 Assignment: The Customer shall not, without the prior written consent of Complete P.E. Ltd, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement. Complete P.E. Ltd may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

16.9 No Partnership or Agency: Nothing in this Agreement is intended to or shall operate to create a partnership or agency between the parties.

16.10 Third Party Rights: This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

16.11 Notices: Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or recorded delivery post, to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.

16.12 Governing Law: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

16.13 Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

This Agreement has been entered into on the date stated at the beginning of it.

SCHEDULE 1 TO THE ANNUAL MEMBERSHIP AGREEMENT Definitions and Interpretation

“Authorised Users” means those employees, agents, independent contractors and customers of the Customer who are authorised by the Customer to use the Resources and the Documentation;

“Customer” means the educational institution or individual named upon purchasing the Resource;

“Customer Data” means the data inputted by the Customer, Authorised Users, or Complete P.E. Ltd on the Customer’s behalf for the purpose of using the Resources or facilitating the Customer’s use of the Resources; “Documentation” means the documents made available to the Customer in connection with the Resources as may be updated from time to time;

“Effective Date” means 1st November of the year in which the contract is signed up to by the Customer;

“Initial Term” means the fixed period of twelve months following the Effective Date; “Annual Membership Agreement” means the membership fees payable by the Customer to Complete P.E. Ltd for the User Membership as detailed in Schedule 2 to this Agreement

“Renewal Period” means the period described in clause 3.1;

“Resources” means the membership services (including but not limited to Video Content, Assessment Tool, Subject Leaders Area, Curriculum Mapping Builder and Differentiated Learning Cards) provided by Complete P.E. Ltd to the Customer under this Agreement;

“Software” means the online software application, known as Complete PE provided by Complete PE Ltd as part of the Resources;

“Membership Term” Means the Initial Term together with any Renewal Periods; “Support Resources Policy” means Complete P.E. Ltd’s policy for providing support and maintenance in relation to the Resources, as amended from time to time; “Terms of Use” means Complete P.E. Ltd’s standard terms and conditions which govern the Customer’s use of the Resource to the exclusion of all and any other terms purportedly put forward by the Customer; ''Training'' means the training to be provided by Complete P.E. Ltd (face to face or through online resources) to the Customer on how to use the Software, in conjunction with the Resources in accordance with clause 4; ''Training Fee'' means the fees payable by the Customer to Complete P.E. Ltd for the Training, at Complete P.E. Ltd''s then current rates;

''Upgrade(s)'' means new versions of, and updates to, the Resources whether for the purpose of fixing an error, bug or other issue in the Resources or enhancing the functionality of the Resources; ''User Subscription'' means the user subscription purchased by the Customer pursuant to clause 5.1 which entitles Authorised Users to access and use the Video Content, Assessment Tool, Subject Leaders Area, Curriculum Mapping Builder and Differentiated Learning Cards in accordance with this Agreement.

''Website'' means www.completeperesource.co.uk and/or www.completepe.com ;

''Website Terms '' means the general terms of use of the Website and the general terms of service, as displayed on the Website.

1.1 Clause and paragraph headings shall not affect the interpretation of this Agreement.

1.2 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person''s legal and personal representatives, successors or permitted assigns.

1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.5 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.6 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.

1.7 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

1.8 A reference to writing or written includes email.

1.9 References to clauses are to the clauses of this Agreement.

SCHEDULE 2 TO THE ANNUAL MEMBERSHIP AGREEMENT

Complete PE Annual Membership Agreement:

User Membership Fees