Learning Science Terms and Conditions

Learning Science Terms and Conditions


1.      Interpretation
1.1   The definitions and rules of interpretation in this clause apply in this agreement.
Authorised Users: those employees, agents, students and service users of the Customer who are authorised by the Customer to use the Services.
Additional Services: the provision of ad-hoc development or consultancy services, or any other additional services agreed by the parties.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in this document..
Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer’s use of the Services. 
GDPR: the General Data Protection Regulation (EU) 2016/679 as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time.
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Privacy and Data Protection Requirements: all applicable laws and regulations relating to the processing of personal data and privacy in any relevant jurisdiction, including, if relevant, the GDPR, the Regulation of Investigatory Powers Act 2000, and the Privacy and Electronic Communication Regulations 2003, any amendment, consolidation or re-enactment thereof, any legislation of equivalent purpose or effect enacted in the United Kingdom, and any orders, guidelines and instructions issued under any of the above by relevant national authorities, a judicial authority in England and Wales or a European Union judicial authority.  
Renewal Period: the period described in clause 12.1.
Services: the subscription services provided by the Supplier to the Customer under this agreement, as more particularly described in the cover sheet.
Software: the online software applications provided by the Supplier as part of the Services.
Subscription Fees: the subscription fees payable by the Customer to the Supplier for the Services, as set out in the cover sheet.
Subscription Term: has the meaning given in clause 12.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Supervisory Authority: an independent public authority, which is established by a Member State pursuant to Article 51 of GDPR.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.2     Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3     A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
1.4     References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.
1.5     A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.6     Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.7    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, and shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
1.8     Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.9     Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.     User subscriptions
2.1     Subject to the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services during the Subscription Term.
2.2     In relation to the Authorised Users, the Customer undertakes that each Authorised User shall keep a secure password for his use of the Services, that such password shall be changed at reasonable intervals and that each Authorised User shall keep his password confidential.
2.3     The Customer and its Authorised Users shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
a. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
b. facilitates illegal activity;
c. depicts sexually explicit images;
d. promotes unlawful violence;
e. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
f. in a manner that is otherwise illegal or causes damage or injury to any person or property,
and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to remove and/or disable the Customer’s access to any material that breaches the provisions of this clause.
2.4     The Customer shall not:
a. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
i. and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
ii. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
iii. copy, modify, adapt or distribute any of the content accessed via the Services; or
b. access all or any part of the Services in order to build a product or service which competes with the Services; or
c. subject to clause 19.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users.
2.5      The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, in the event of any such unauthorised access or use, promptly notify the Supplier.
3.     Services
3.1     The Supplier shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this agreement.
3.2     The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
a. planned maintenance carried out at such times as the Supplier may specify by giving the Customer at least 10 Business Days’ notice; and
b. unscheduled maintenance performed outside of Business Hours or during Business Hours where the Supplier has given the Customer at least 3 Business Hours' notice.
3.3     The Supplier will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Supplier’s standard customer support services during Normal Business Hours.
3.4     The Customer is solely responsible for its and its users’ use of the Software and for the outputs generated as a result of such use. To the extent that the Software provides practical information and/or guidance as to good practice, such information and guidance does not constitute advice and the Supplier shall not incur any liability as a result of the Customer, or any of its employees, students, agents or representatives’ reliance on the same.
3.5     The Customer may request in writing from time to time that the Supplier provides Additional Services and subject to the parties agreeing the scope of such Additional Services and the fees and expenses payable to the Supplier, the Supplier shall perform such Additional Services in accordance with any agreed specifications and good industry practice. To the extent that any intellectual property rights are created or generated in the course of the performance of the Additional Services, all such intellectual property rights shall vest and remain vested in the Supplier.
4.     Customer data
4.1     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.
4.2     The Customer grants the Supplier a perpetual, irrevocable, non-exclusive, worldwide licence to use the Customer Data for the purposes of its business, including analytical, research and reporting purposes, provided that the Supplier anonymises such Customer Data prior to dissemination or distribution.
4.3     In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier. The Supplier 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 the Supplier to perform services related to Customer Data maintenance and back-up) and the Customer should therefore keep its own back-ups of Customer Data.
5.     The Supplier's obligations
5.1     The Supplier undertakes that the Services will be performed substantially in accordance with the description for the Services set out in Schedule 1, and with reasonable skill and care.
5.2     The undertaking at clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, the Supplier will, at its expense, use 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 5.1.  Notwithstanding the foregoing, the Supplier:
a. does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
b. 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 Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.    
 5.3     The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
6.     Customer's obligations
      The Customer shall:
a. provide the Supplier with:
i. all necessary co-operation in relation to this agreement; and
ii. all necessary access to such information as may be required by the Supplier;
in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
b. comply with all applicable laws and regulations with respect to its activities under this agreement;
c. carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
d. ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
e. obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
f. ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
g. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’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.
7.      Charges and payment
7.1     The Customer shall pay the Subscription Fees to the Supplier in accordance with this clause 7 and the cover sheet.
7.2     The Supplier shall invoice the Customer:
a. on the Effective Date for the Subscription Fees and as set out in the cover sheet;
b. subject to clause 12.1, for the Subscription Fees on the first day of any Renewal Period as and when such Renewal Period commences; and
c. for any fees and expenses payable in respect of Additional Services on completion of such Additional Services or (if longer than one month in duration) monthly in arrears, unless otherwise agreed,
and the Customer shall pay each invoice within 30 days after the date of such invoice.
7.3     If the Supplier has not received payment within 7 days after the due date, and without prejudice to any other rights and remedies of the Supplier:
a. the Supplier may, without liability to the Customer, disable the Customer’s passwords, accounts and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
b. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Supplier's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
7.4     All amounts and fees stated or referred to in this agreement:
a. shall be payable in pounds sterling;
b. are, subject to clause 11.4(b), non-cancellable and non-refundable;
c. are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.
7.5     The Supplier shall be entitled, on each anniversary of this agreement, to increase the Subscription Fees by giving the Customer at least 60 days prior written notice of such increase.
8.     Proprietary rights
8.1     The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services, including all content, information and data available or generated via the Services (excluding Customer Data). Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services.
8.2     The Supplier confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
9.     Confidentiality
9.1     Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement.  A party's Confidential Information shall not be deemed to include information that:
a. is or becomes publicly known other than through any act or omission of the receiving party;
b. was in the other party's lawful possession before the disclosure;
c. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
d. is independently developed by the receiving party, which independent development can be shown by written evidence; or
e. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
9.2     Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
9.3     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.
9.4     The Customer agrees that the Supplier may disclose that it is a customer and a user of the Software for publicity purposes.
9.5     This clause 9 shall survive termination of this agreement, however arising.
10.     Indemnity
10.1   The Customer shall defend, indemnify and hold harmless the Supplier 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 Services, provided that:
a. the Customer is given prompt notice of any such claim;
b. the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
c. the Customer is given sole authority to defend or settle the claim.
10.2   The Supplier shall defend, indemnify and hold harmless the Customer, its officers, directors and employees against any claim that the Services infringes any third party intellectual property rights, provided that:
a. the Supplier is given prompt notice of any such claim;
b. the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and
c. the Supplier is given sole authority to defend or settle the claim.
10.3     In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 5 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
10.4     In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
a. a modification of the Services by anyone other than the Supplier; or
b. the Customer's use of the Services in a manner contrary to the instructions given to the Customer by the Supplier; or
c. the Customer's use of the Services after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
10.5     The foregoing  and clause 11.3(b) states the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier’s employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
11.     Limitation of liability
11.1    Except as expressly and specifically provided in this agreement:
a. the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. the Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;
b. 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
c. the Services are provided to the Customer on an "as is" basis.
11.2    Nothing in this agreement excludes or limits the liability of the Supplier:
a. for death or personal injury caused by the Supplier's negligence; or
b. for fraud or fraudulent misrepresentation; or
c. any other liability which cannot lawfully be excluded or limited.
11.3    Subject to clause 11.1 and clause 11.2:
a. the Supplier 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
b. the Supplier's total aggregate liability in contract (including in respect of the indemnity at clause 10.2), 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 Subscription Fees paid during the 12 months immediately preceding the date on which the claim arose.
12.     Term and termination
12.1   This agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: 
a. either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
b. otherwise terminated in accordance with the provisions of this agreement;
                  and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
12.2    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:
a. the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
b. 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 30 days after being notified in writing to do so;
c. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
d. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
12.3    On termination of this agreement for any reason:
a. all licences granted under this agreement shall immediately terminate; 
b. each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party;
c. the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; and
d. 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.
13.     Data protection
13.1     In this clause 13, the terms “Controller”, “Data Subject”, “Personal Data”, “Processor”, “processing/process”, and “Subprocessor”, shall have the respective meanings ascribed to them in the Privacy and Data Protection Requirements.
13.2     Each party shall comply with its respective obligations under the Privacy and Data Protection Requirements and the terms of this clause 13 in relation to the processing of any Personal Data in connection with this agreement.
13.3     To the extent that the Customer Data includes Personal Data (“Customer Personal Data”), the parties acknowledge that the Customer is the Controller and the Supplier is the Processor of such Customer Personal Data. The Customer shall ensure that it has all necessary and appropriate consents and notices in place to enable the lawful transfer of the Customer Personal Data to the Supplier for the duration and purposes of this agreement.
13.4     The Customer shall only provide instructions to the Supplier in relation to Customer Personal Data that are in accordance with the terms of this agreement. Such instructions shall be limited to the subject matter of the Services.
13.5     Processor obligations. To the extent that the performance of the Services and/or the Supplier’s other obligations under the Agreement involves the Supplier processing Customer Data, the Supplier acting as Processor shall: 
a. only carry out processing of Customer Personal Data in accordance with this agreement and/or the Customer’s instructions (unless the Supplier is otherwise required to process Customer Data by European Union, Member State and/or UK law to which the Supplier is subject, in which case the Supplier shall inform the Customer of that legal requirement unless prohibited by that law on important grounds of public interest), and shall promptly inform the Customer if, in the Supplier’s opinion, any instruction given by the Customer to the Supplier infringes any Privacy and Data Protection Requirements;  
b. assist the Customer by taking appropriate technical and organisational measures, insofar as this is possible, with fulfilling its obligations in respect of Data Subject rights under the Privacy and Data Protection Requirements; 
c. take all security measures required in accordance with Privacy and Data Protection Requirements (including where relevant, Article 32 GDPR),  and within a reasonable time from a reasonable request of the Customer provide a written description of, and rationale for, the technical and organisational measures implemented, or to be implemented, to protect the Customer Personal Data against unauthorised or unlawful processing and accidental loss; 
d. taking into account the nature of the processing and the information available to the Supplier, assist the Customer in ensuring compliance with the Customer’s obligations to: i. keep Customer Personal Data secure (Article 32 GDPR); ii. notify Personal Data breaches to the Supervisory Authority (Article 33 GDPR); iii. advise Data Subjects when there has been a Customer Personal Data breach (Article 34 GDPR); iv. carry out data protection impact assessments (Article 35 GDPR); and v. consult with the Supervisory Authority where a data protection impact assessment indicates that there is an unmitigated high risk to the processing (Article 36 GDPR);
e. without undue delay, inform the Customer of becoming aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, the Customer Personal Data transmitted, stored or otherwise processed;
f. in addition to the confidentiality obligations contained within the Agreement, ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; and
g. on expiry or termination of the Agreement, immediately cease to use Customer Personal Data and arrange for its safe return or destruction as required by the Customer (unless European Union, Member States and/or UK Law requires storage of any Personal Data contained within the Customer Data or an exemption under GDPR applies).
13.6     Audit. 
a. Upon the Customer’s reasonable request, the Supplier agrees to provide the Customer with any documentation or records (which may be redacted to remove confidential commercial information not relevant to the requirements of this clause 13) which will enable it to verify and monitor the Supplier’s compliance with its data protection and security obligations under this agreement, within 30 days of receipt of such request.  
b. Where, in the reasonable opinion of the Customer, such documentation is not sufficient in order to meet the obligations of Article 28 of the GDPR, the Customer will be entitled to request on reasonable grounds (no more than once per annum), to conduct an on-site audit of the Supplier’s premises used in connection with the Service, solely to confirm compliance with its data protection and security obligations under this agreement. the Supplier shall, in its sole discretion, determine whether an audit is necessary in order to facilitate proper compliance with the Privacy and Data Protection Requirements and, if so, agree a mutually convenient time for such an audit. 
c. Any audit carried out by the Customer will be conducted at the Customer’s cost (including the Supplier’s reasonable expenses) in accordance with the Supplier’s IT and data security procedures, with the Supplier supervision at all times, and in a manner that does not disrupt, delay or interfere with the Supplier’s performance of its business.  The Customer shall ensure that the individuals carrying out the audit are under the same confidentiality obligations as set out in this agreement.
13.7     Subprocessors.
a. The Customer provides their consent for the Supplier to use Subprocessors in the delivery of the Services. 
b. Where the Supplier uses third party suppliers or subcontractors and where they are acting as a Sub-processor in relation to the Customer Personal Data the Supplier shall: (a) enter into a legally binding written agreement that places the equivalent data protection obligations as those set out in this clause 13 to the extent applicable to the nature of the services provided by such Subprocessor;  (b) shall remain liable for any act or omission of a Subprocessor that does not comply with the data protection obligations as set out in this clause 13; and (c) where required by law, the Supplier shall inform the Customer of any intended changes concerning the addition or replacement of a Subprocessor with access to Customer Personal Data and give the Customer the opportunity to object to such changes.
14.    Force majeure
The Supplier 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 business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of the Supplier's suppliers or sub-contractors.
15.     Variation
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.     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.
17.     Severance
17.1     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.
17.2     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.
18.     Entire agreement
18.1     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.
18.2     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.
19     Assignment
19.1     The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
19.2     The Supplier 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.
20.     No partnership or agency
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
21.    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.
22.     Notices
22.1     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 or email addresses as may have been notified by that party for such purposes.
22.2     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. A notice sent by email shall be deemed to have been received at the time it was sent.
23.     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.
24.     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).

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      These instructions are intended for the Moodle administrator at your institution. The LearnSci resources fully integrate with your Moodle platform. All of your resources are hosted, maintained and updated by Learning Science and are added to Moodle ...
    • Blackboard: How to add a Learning Science Homepage

      Before you start... You will need the LTI URL(s) for your LearnSci homepage(s) provided by Learning Science. The LTI URL should have the following format: https:// resources.learnsci.co.uk/enrol/lti/tool.php?id=xxxxx (where xxxxx is a set of numbers ...