This page (together with our Privacy Policy, Terms of Website Use and Website Acceptable Use Policy) tells you information about us and the legal terms and conditions (Terms) on which we allow you access to the [SoundsWriter educational software] (Learning Tool) via our website (our site).
These Terms will apply to any contract between us for access to the Learning Tool (Contract). Please read these Terms carefully and make sure that you understand them, before subscribing to any Learning Tool from our site. Please note that by subscribing to our Learning Tool, you agree to be bound by these Terms and the other documents expressly referred to in it.
Please click on the button marked "I Accept" at the end of these Terms if you accept them. If you refuse to accept these Terms, you will not be able to access the Learning Tool from our site.
You should print a copy of these Terms or save them to your computer for future reference.
We amend these Terms from time to time. Please check these Terms regularly to ensure you understand the terms which will apply at that time. These Terms were most recently updated on 25th May 2018.
These Terms, and any Contract between us, are only in the English language.
www.soundswriter.co.uk is a site operated by Sounds Writer Ltd (we, us, our). We are registered in England and Wales under company number 07554263 and have our registered office at 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX.
To contact us, please see our Contact Us page.
Your use of our site is governed by our Terms of website use and Website Acceptable Use Policy. Please take the time to read these, as they include important terms which apply to you.
We only use your personal information in accordance our Privacy Policy. For details, please see our Privacy Policy. Please take the time to read these, as they include important terms which apply to you.
This clause only applies if you are a consumer.
We intend to rely upon these Terms and any document expressly referred to in them in relation to the Contract between you and us.
As a consumer, you have legal rights in relation to the Learning Tool that are faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.
This clause only applies if you are a business.
If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you use our site to access the Learning Tool.
These Terms and any document expressly referred to in them constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of the us which is not set out in these Terms or any document expressly referred to in them.
For the steps you need to take to access the Learning Tool on our site, please see our Sign-up page: https://soundswriter.co.uk/register.
Our subscription process allows you to register your interest in purchasing SoundsWriter for your school as well as provide us with details of the number of student subscriptions you would like to purchase. Please take the time to read and check your order at each page of the subscription process.
Once you have sent your request to us, you will receive a quote (invoice) detailing the total cost for your school. Once you have confirmed that you would like to purchase a subscription, an invoice will then be emailed to you. After you purchase the Learning Tool, we will confirm our acceptance to you by sending you an e-mail (Confirmation). The Contract between us will only be formed when we send you the Confirmation.
This Contract shall come into force on Confirmation and subject to earlier termination, shall last for a period of one year and shall continue thereafter for further periods of one year unless and until either party gives to the other not less than 3 months prior written notice of termination, such notice to take effect at the end of the relevant yearly period.
We hereby grant and you hereby accept upon the terms and conditions set out in this Contract a non-exclusive licence to access the Learning Tool.
You may not make any copies of the Learning Tool other than as permitted under this Contract.
We shall issue you with an individual password for accessing the site (Password) and the use by you of your Password shall constitute acceptance by you of the terms and conditions of this Contract.
Your Password is personal to you and may not be transferred to another party. Notwithstanding the actual identity of a user, any use of your Password to access the Learning Tool shall constitute use of the Learning Tool by you and/or any other person(s) who has been granted permission by you to access and use certain of the Learning Tool (User(s)) and the Fee will become due and payable to us by you.
You shall be responsible for User’s use of the Learning Tool [and will, upon request by us, provide us with a list of the Users and corresponding User’s Passwords which have been issued to each of them].
During the life of this Contract the User shall:
(a) Not use the Learning Tool for any purpose other than those set out in accordance with this Contract.
(b) Not sell licence assign transfer or supply the Learning Tool, any copies of or extracts from them.
(c) Not remove or tamper with any proprietary and/or copyright notice upon the Learning Tool.
(d) Label any copy or reproduction of the Learning Tool and any Learning Tool with our copyright notice in such form as it may from time to time be notified by us.
(e) Only use the registered and unregistered trade marks of Sounds Writer Ltd from time to time (Trade Marks) upon the Learning Tool during the term of this Contract, and shall not apply or use any other trade marks or markings upon them save that you may identify itself as the producer of Learning Tool under licence from us.
(f) Not use the Trade Marks or any other trade marks so resembling the Trade Marks as to be likely to cause confusion or deception whether by themselves or as part of any other identification or name upon or in relation to any goods or Learning Tool other than the Learning Tool and you Learning Tool.
(g) Comply with any reasonable instructions issued by us which concern the use of the Learning Tool.
We may revise these Terms from time to time in the following circumstances:
(a) changes in how we accept payment from you;
(b) changes in relevant laws and regulatory requirements;
Every time you order Learning Tool from us, the Terms in force at that time will apply to the Contract between you and us.
Whenever we revise these Terms, we will keep you informed and give you notice of this by stating that these Terms have been amended and the relevant date at the top of this page.
This clause only applies if you are a consumer.
If you are a consumer, you have a legal right to cancel a Contract under the Consumer Protection (Distance Selling) Regulations 2000) during the period set out below. This means that during the relevant period if you change your mind or for any other reason you decide you do not want to keep a Learning Tool , you can notify us of your decision to cancel the Contract and receive a refund. Advice about your legal right to cancel the Contract under these regulations is available from your local Citizens' Advice Bureau or Trading Standards office.
Your legal right to cancel a Contract starts from the date of the Confirmation, which is when the Contract between us is formed. If the Learning Tool have already been delivered to you, you have a period of 7 (seven) working days in which you may cancel, starting from the day after the day you receive the Learning Tool. Working days means that Saturdays, Sundays or public holidays are not included in this period.
To cancel a Contract, you must contact us in writing by sending an e-mail to [email protected]. You may wish to keep a copy of your cancellation notification for your own records.
You will receive a full refund of the price you paid for the Learning Tool [and any applicable delivery charges you paid for]. We will process the refund due to you as soon as possible and, in any case, within 30 calendar days of the day on which you gave us notice of cancellation.
We refund you via bank transfer in the same way that you have paid.
Details of your legal right to cancel and an explanation of how to exercise it are provided in the Confirmation.
As a consumer, you will always have legal rights in relation to Learning Tool that are faulty or not as described. These legal rights are not affected by the returns policy in this section or these Terms. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
We charge a fee of £400 per annum for you to access the e-learning development software (minimum commitment one calendar year) plus an individual cost per user which will be confirmed with you as part of your quote and invoice. (Fees)
You shall pay the Fees to us in consideration of the grant of the licence and we shall monitor continually the use of the Learning Tools to enable us to calculate the Fees.
Save for the Fee which is payable upon execution of this Contract all other Fees are due and payable 7 days after the date of the invoice. Interest at the annual rate of 4% over the base rate of HSBC Bank plc (London) will be charged at the rate prevailing on the due date on all monies outstanding after the due date until the actual date of payment (both before and after judgement).
All prices are inclusive of VAT which shall be charged, where appropriate, at the rate prevailing at the relevant tax point.
You can only pay for the Learning Tool via bank transfer. Details will be provided on the invoice that is sent to you.
We warrant to you that we have taken all reasonable steps to provide the Learning Tool virus-free but it is the User’s duty to scan the Learning Tool and the updated Learning Tool for viruses. If the User fails to take all reasonable steps to detect viruses this warranty shall not apply.
To claim the benefit of this warranty, you must inform us of the defect as soon as reasonably possible but in any event not later than 30 days after discovery. When notifying a defect, you should provide us with a documented example of the defect and allow us reasonable access to your premises, facilities and relevant personnel to resolve the relevant issues.
If you are a consumer, this warranty is in addition to your legal rights in relation to Learning Tool that are faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
Whilst we will try to ensure that the Learning Tool is always available to you and the User, we do not guarantee that the Learning Tool will be available for access continuously or free of faults. We will need to carry out maintenance to the Learning Tool from time to time and in doing so we shall attempt to keep any disruption of the Learning Tool to a minimum.
We shall be under no obligation to refund all or any of the Fees in the event that access to the Learning Tool is interrupted, is incomplete or is otherwise unsuccessful as a result of the failure in whole or in part of: any software or hardware of we; any essential maintenance work; and/or any other item or party directly or indirectly involved in the provision of the Learning Tool.
[We shall supply Technical Support to you for a period of 12 months after execution of this Contract and you shall from time to time nominate a member of its staff as the sole contact in order to receive such Technical Support. Upon request we will provide technical support by e-mail at [email protected] for the diagnosis and rectification of faults in the Learning Tool (Technical Support). We shall use its reasonable endeavours to respond within 1 working day (excluding weekends, bank and public holidays) or receipt of a request. Technical Support shall not include advice and/or assistance on how to operate and/or use the Learning Tool.]
You shall notify us of any defect or fault or all alleged defect or fault within 5 days of such defect or fault becoming apparent.
Technical Support shall not include the diagnosis and rectification of any fault resulting from:
(a) improper use, operation or neglect of the Learning Tool; or
(b) the failure by you to implement our reasonable recommendations in respect of or solutions to faults previously advised by we; or
(c) any repair, adjustment, alteration or modification of the Learning Tool by any person other than we or without our prior consent; or
(d) use of the Learning Tool for a purpose for which it was not designed.
This clause only applies if you are a business customer.
We only supply the Learning Tool for internal use by your business, and you agree not to use the Learning Tool for any re-sale purposes.
Nothing in these Terms limit or exclude our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) defective Learning Tool under the Consumer Protection Act 1987.
Subject to the above, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any indirect or consequential loss.
Subject to the events listed above in this section, our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £100 or 10% of the price of the Learning Tool.
Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Learning Tool. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Learning Tool is suitable for your purposes.
This clause only applies if you are a consumer.
If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into the Contract.
We only supply the Learning Tool for domestic and private use. You agree not to use the Learning Tool for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
We do not in any way exclude or limit our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
(d) any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and
(e) defective Learning Tool under the Consumer Protection Act 1987.
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below.
An Event Outside Our Control means any act or event beyond our reasonable control[, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.
If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Learning Tool to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
Without prejudice to any other rights or remedies available hereunder either party may terminate this Contract forthwith by giving notice in writing to the other upon the happening of any one or more of the following events, namely:
(a) if the other commits any material breach of any of its obligations under the Contract which (if capable of remedy) it fails to remedy within three days of a notice in writing given by the aggrieved party to the party in default specifying the breach and requiring such breach to be remedied;
(b) if the other is deemed to be unable to pay his or its debts within the meaning of applicable insolvency regulations or calls a meeting or presents or has granted a petition to wind-up (save for a solvent reconstruction) or to appoint an administrator or has an administrative receiver, receiver and manager, or receiver appointed over any part of its or his business, undertaking, property or assets, or presents or has granted a petition for bankruptcy;
(c) if a secured lender to the other party takes any steps to obtain possession of the property on which it has security or otherwise to enforce a security;
(d) if the other suffers or undergoes any procedure analogous to any of those listed above or any other procedure available in the territory in which the other is constituted or established or domiciled to an insolvent debtor or to the creditors of such a debtor.
Without prejudice to any rights and remedies available to it, we shall be entitled, forthwith on written notice to you, to either suspend the User’s access to the Learning Tool or terminate the Licence (and any other licence with you) if:
(a) any sum owing to us from you on any account whatsoever shall have been left unpaid after the due date for payment; and/or
(b) any person making use of a Password acts in any way, whether knowingly or otherwise, which will impair the operation of the Learning Tool and/or the Learning Tool or any part of it, or put it in jeopardy.
Upon termination of this Contract for any reason whatsoever:
(a) we shall cease hosting your Learning Tools;
(b) the authority to use your Password shall be revoked; and
(c) the Licence granted hereunder shall cease.
The Contract of the parties in relation to confidentiality under this Contract shall continue in full force and effect.
Termination of this Contract shall be without prejudice to any rights of either party against the other which may have accrued up to the date of such termination.
Upon termination of this Licence for any reason whatsoever, all monies due to we shall become immediately due and payable.
When we refer, in these Terms, to "in writing", this will include e-mail.
If you wish to contact us in writing, or if any clause in these Terms requires you to give us notice in writing, you can send this to us by e-mail or by pre-paid post to Sounds Writer Ltd. at 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX or [email protected]. We will confirm receipt of this by contacting you in writing, normally by e-mail. If you are a consumer and exercising your right to cancel under this Agreement, please follow the directions for informing us above.
If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.
If you are a business, please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms. We will notify you in writing or by posting on this webpage if this happens.
You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
This contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
If you are a consumer, please note that these Terms are governed by English law. This means a Contract for the access to the Learning Tool through our site and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
If you are a business, these Terms are governed by English law. This means that a Contract, 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), will be governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.