OUR TERMS OF SALE – WAYFARER EDUCATION 1. THESE TERMS 1.1 These are the terms and conditions on which we sell access to the content of our website at www.wayfarereducation.com (“Our Site”), to you. The content of Our Site is referred to herein as “Content”, and is made available to you on a subscription basis (“Subscription”). Subscription periods are annual (each such year-long period being a “Subscription Period”). Please read these terms carefully before you submit your order for a Subscription to us. 1.2 You will be asked to check a tick box during the Subscription order process to confirm your acceptance of these terms. If you disagree with these terms, please do not proceed to purchase a Subscription from Our Site. 1.3 The term ‘you’ or ‘your’ refers to the other party to this contract, whose name is entered onto the relevant Subscription order page of Our Site, and who is either (i) a school or other institution or incorporated entity, or (ii) if none of the details referred to at point (i) above are provided on the relevant Subscription order page, the individual in whose name the order is submitted. We therefore encourage individuals who submit orders on Our Site on behalf of the schools/institutions in which they work, to identify that school/institution in the Subscription order page. 1.4 You warrant that: 1.4.1 your access to and use of Our Site is not in the capacity of a consumer (i.e. you are not an individual contracting with us wholly or mainly for your personal use); 1.4.2 you are aged 18 or over; 1.4.3 where you are entering into this contract with us on behalf of a school/institution, you are duly authorised to enter into such a contract on their behalf. 2. INFORMATION ABOUT US AND HOW TO CONTACT US 2.1 We are Sulk Media Limited (trading as Wayfarer Education), a company registered in England and Wales. Our company registration number is 10707202 and our registered office is at 27 Old Gloucester Street, London, WC1N 3AX. We operate the website at www.wayfarereducation.com. 2.2 You can contact us by telephoning our customer service team at +44 800 689 3062 or by writing to us at contact@wayfarereducation.com 2.3 If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order. When we use the words "writing" or "written" in these terms, this includes emails. 3. OUR CONTRACT WITH YOU 3.1 Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us, but our contract is subject always to (and conditional upon) receipt by us of payment in full, cleared funds from you in advance for the applicable Subscription Period. 3.2 These terms constitute the entire agreement between you and us in relation to your Subscription. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms. 3.3 If we are unable to accept your order, we will inform you of this and will not charge you in respect of that order. We are not obliged to accept your order. 4. SUBSCRIPTION & SUBSCRIPTION RENEWALS 4.1 You must pay to us the Subscription charges in respect of the first, and any subsequent, Subscription Period in advance and in cleared funds. 4.2 We may vary Subscription charges from time to time by posting new charges on Our Site. However, such variations will not affect Subscriptions that have already been paid for. 4.3 Your Subscription will be activated automatically following receipt of your Subscription charges in cleared funds. Your Subscription will continue for the Subscription Period(s) for which you have paid in advance, subject to early termination in accordance with these terms. 4.4 In common with other online services, your Subscription will be automatically renewed at the end of each Subscription Period for which you have previously paid in advance. Each renewal Subscription payment will be taken from your credit card on the last working day of the Subscription Period you have previously paid for. 4.5 You may cancel your Subscription at the end of any Subscription Period, provided that you give us NOT LESS THAN 30 days’ written notice prior to the end of the said Subscription Period. You will be able to continue to access the Content until the end of the Subscription Period you have paid for. 4.6 We cannot refund your Subscription payment once it has been paid. We do not offer any early cancellation or cooling off period for your Subscription. 4.7 The Subscription charges (which are exclusive of any applicable VAT or other sales tax, which shall be added to the charges at the prevailing rate at the time of your order, and paid by you) will be set out on Our Site. We accept payment with those credit cards shown on Our Site. 4.8 You must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 5. OUR RIGHTS TO MAKE CHANGES 5.1 We may change the Content on Our Site: 5.1.1 to reflect changes in relevant laws and regulatory requirements; and 5.1.2 to implement technical adjustments and improvements. 5.2 We may add to or withdraw any Content at any time in our discretion. We may also suspend access to any Content to deal with technical problems, or for any of the reasons in clause 5.1 above. 6. USE OF CONTENT 6.1 We provide you with a login and password to enable you to access Content on Our Site. You must ensure that your login and password details are kept confidential. You must notify us in writing immediately if you become aware of any un-authorised use of any of your logins or passwords. You are responsible for all and any activity on Our Site via your login/password. 6.2 You, and any employee of any school/institution on whose behalf you have entered into this contract with us, may access any Content on Our Site (and, where we make Content available for download and printing, you may download and print such Content) at any time during the applicable Subscription Period for which you have paid, provided that you comply with these terms and in particular the terms of this clause 6. 6.3 You must not make any Content available to third parties other than strictly in accordance with clause 6.2 above (whether by making your login or password for Our Site available to third parties or otherwise). Our Content must only be made available within your school/institution for internal purposes, and should not be made available or disclosed to anyone else. 6.4 Worksheets can be downloaded from Our Site and reproduced any number of times for distribution within your school/institution, but must not be disclosed or distributed outside of your school/institution. 6.5 For the avoidance of doubt, you shall be responsible for any breach of these terms by any user who accesses Our Site with your Subscription login/password details. You shall procure compliance with these terms by all such users who access Our Site pursuant to your Subscription, or via logins/passwords provided by us to you pursuant to your Subscription. 6.6 You must not use Our Site in any way that causes, or may cause, damage to it or impairment of the availability or accessibility to any of the areas of, or Content on, Our Site. 6.7 You must not (otherwise than as may be expressly permitted in these terms): 6.5.1 republish or redistribute any Content (including republication on another website); 6.5.2 sell, rent or sub-license any Content; 6.5.3 show any Content in public (other than in lessons in your school/institution); 6.5.4 reproduce, duplicate, copy or otherwise exploit any Content; 6.5.5 edit or otherwise modify any Content (including without limitation by putting your trademarks or trade indicia on any Content); 6.5.6 share any Content with third parties; or 6.5.8 pass off any Content as your own. 6.8 We track and review account activity and Content use on Our Site to determine level of usage, by monitoring the IP address used to access it. We reserve the right to restrict access to certain areas of Our Site, or indeed the whole website, at our discretion. 6.9 We or our licensors own the intellectual property rights in all Content on Our Site, and in our trading names and logos. You have no rights in or to any of the intellectual property rights in any of our Content, other than the limited rights to access it pursuant to your Subscription and these terms. All of our intellectual property rights are reserved. 7. OUR RIGHTS TO END THE CONTRACT 7.1 Without affecting any other right or remedy available to us, we may terminate your Subscription with immediate effect if you: 7.1.1 breach any of these terms, and such breach is incapable of remedy (or, if the breach is capable of being remedied, you fail to remedy the breach within fifteen (15) days of a written request to do so); or 7.1.2 You fail to pay in full, cleared funds the price for a Subscription Period, prior to the start of the first Subscription Period, or (after the first Subscription Period) prior to the end of the immediately preceding Subscription Period. 7.2 As an alternative to (but without prejudice to) our rights in clause 7.1 above, we may immediately suspend or restrict the scope of your Subscription in our discretion upon the occurrence of any of the events listed above. 7.3 If we end the contract in the situations set out in clause 7.1 we may deduct or charge you reasonable compensation for the costs and losses we will incur as a result of your breaking the contract. 7.4 For the avoidance of doubt, on and following any termination of this contract, neither you nor any user who may have previously accessed Content pursuant to your Subscription will have any right to access or use any of the Content, and any rights or licence to access or use any Content will cease. Any use of any Content following termination shall be without our consent and shall constitute a breach of our rights, including the intellectual property rights, in such Content, and we reserve the right to take legal proceedings in respect of such unauthorised use. 8. LIMIT OF LIABILITY 8.1 Nothing in these terms shall limit or exclude our liability for: 8.1.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable); 8.1.2 fraud or fraudulent misrepresentation; or 8.1.3 any matter in respect of which it would be unlawful for us to exclude or restrict liability. 8.2 All terms that may otherwise be implied into our contract are hereby excluded to the fullest extent permitted by law. 8.3 Subject to clause 8.1: 8.3.1 we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and 8.3.2 our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the value of the last full year’s annual Subscription paid by you. 9. OTHER IMPORTANT TERMS 9.1 We may transfer our rights and obligations under the contract to another organisation. You may not transfer your rights and obligations under the contract without our prior written consent. 9.2 This contract is between you and us. No other person shall have any rights to enforce any of its terms. 9.3 Each of the clauses of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect. 9.4 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date. 9.5 We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control. 9.6 There may be third party advertising posted on Our Site from time to time which will likely contain links to third party websites. You acknowledge and accept that we do not exercise any review or editorial control over the content of such third party advertising whatsoever. Accordingly, our liability and responsibility for the content of such third party advertising on Our Site and any damage it may cause is hereby disclaimed and excluded to the maximum extent permitted by law. 9.7 Where we provide hyperlinks to a third party site, we shall not take any responsibility for nor do we make any warranties, representations or undertakings about the content of such site and we do not endorse or approve the content of such third party sites. If you decide to use any link to a third party site, you leave Our Site and you do so at your own risk. 9.8 Any dispute or claim arising out of or in connection with a contract between us 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 and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.