Subscription Agreement

IMPORTANT NOTICE: PLEASE READ THS DOCUMENT CAREFULLY BEFORE SUBSCRIBING TO USE THE lettersandsoundsphonics.com SERVICE.

This agreement governs your use of our Grow the Code service (your “Subscription”) and limits our liability to you. By clicking on “I accept” when purchasing a product and service (the “Service”) you are forming a contract and agreeing to the terms that appear below. References to “you” and “your” or the "School", in this agreement, are to the school or other educational institution or establishment named when you register to use the Service. If you have subscribed to the Service on behalf of a school or other educational institution or establishment you warrant and represent that you are authorised to do so. If you have any questions please email us at help@lettersandsoundsphonics.com.

1. Information about us

Your lettersandsoundsphonics.com subscription agreement depends on which store you purchase your subscription through:

Australia:

Smart Kids Education Limited, registered number ARBN 169 891 114 with our registered office at Suite 303, Level 3, 12 Mount Street NORTH SYDNEY NSW 2060 (the "Company" or "we", "us" or "our").

New Zealand (and rest of the world):

Smart Kids Education Limited, registered number 9429037872236 with our registered office at 7 Mono Place, Mt Wellington, Auckland 1051, New Zealand (the "Company" or "we", "us" or "our").

United Kingdom:

Smart Kids (U.K.) Limited, Registered in England & Wales Company No. 03525873, Registered office: Elizabeth House, 13-19 London Road, Newbury, Berkshire, RG14 1JL

2. Information about you

You confirm and acknowledge that you have provided the Company with accurate and complete registration information and that it is your responsibility to update the Company of any changes to that information (including your email address, contact details and name of the School where the Service will be used) by emailing help@lettersandsoundsphonics.com.

3. Free Trials

1. If you select a free trial of the Service, the Company grants you a limited, non-exclusive, non-transferable licence to use the Service free of charge for the relevant trial period ("Trial Period") only and for the sole purpose of evaluating whether you wish to purchase a full Subscription to use the Service.

2. The licence granted under clause 3.1 will terminate automatically at the end of the applicable Trial Period, unless you purchase a full Subscription of the Service pursuant to clause 4. If you have not purchased a full Subscription to use the Service at the end of the Trial Period, you must make no further use of the Service after the end of the Trial Period.

3. Each School may only benefit from one free trial of the Service and if the Company discovers that you (or any Users for which you are responsible) have requested or benefitted from more than one free trial, or continued using the Service after the end of the Trial Period, you will become liable to pay the applicable Subscription Fees in full.

4. Full Subscriptions of the Service

1. If you purchase a full Subscription to use the Service, you will receive access to the Service, provided that you pay the relevant Subscription Fees by the due date for payment in accordance with clause 7 below.

2. Each Subscription is for a single school or other educational institution or organisation only and the Subscription Fee you pay will depend upon the both the term of your subscription, as well as the number of pupils or students who will use the Service. You must notify us immediately if the number of pupils or students who need to use the Service exceeds the maximum number permitted under your Subscription and you must upgrade your Subscription accordingly.

3. If you purchase a full Subscription, the Company grants to you a non-exclusive, non-transferable right and licence to use (and to permit your Users to use) the Service for the duration of your Subscription at your School, for the purpose for which it is intended, namely to help to teach your students literary and phonics and to assess and monitor their attainment.

4. The Company is continually seeking to improve the Service. The Company reserves the right, at its discretion, to make changes to any part of the Service provided that it does not materially reduce their content or functionality.

5. Following your acceptance of this agreement, you expressly consent to our making the Service available to you, and except as set out in this agreement you will have no right to cancel your agreement with us before the end of your Subscription once we have done so.

5. Access Credentials

1. On registration, you will be allocated user names and passwords and/ or other access credentials ("ID"). You may choose to authorise your teachers and other employees and personnel (together "Users") to use your ID whilst carrying out their duties at your School. You are responsible for all use of the Service by all such Users and anyone else using your ID and for preventing unauthorised use of your ID. You must ensure that your Users comply with the terms of this agreement.

2. If you believe there has been any breach of security such as the disclosure, theft or unauthorised use of your ID, you must notify the Company immediately by emailing help@growthecode.org . If the Company reasonably believes that your ID is being used in any way which is not permitted by this agreement, the Company reserves the right to suspend access rights immediately on giving notice to you and to block access from your ID until the issue has been resolved.

6. Rights in the Service and restrictions on use

1. With the exception of any data you upload to the Service or store on the Service relating to your teachers, employees, pupils and students, all parts of the Service, including any software used to the provide the Service and all materials used or displayed on the Service, belong to the Company or its licensors. Except for the rights specifically granted under clause 3.1 and 4.3 above (as applicable) you shall not acquire any rights, title or interest in the Service.

2. You may not (without obtaining our prior written permission):

i. redistribute any part of the Service or make it available for use at any school other than the School detailed when you registered to use the Service;

ii. or remove any copyright or trade mark notices appearing on any part of the Service or any content made available to you via the Service;

iii. except as expressly set out above, modify, reproduce or in any way commercially exploit any part of the Service.

3. The Grow the Code brand and associated logos are the property of the Company.

7. Subscription Fees

1. If you purchase a full Subscription to use the Service, the fee for your Subscription ("Subscription Fee") is calculated based on the duration of your Subscription and number of pupils or students who will use the Service.

2. The Company shall be under no obligation to provide the Service for any period if you fail to pay the applicable Subscription Fee by the due date for payment. Accordingly, if you fail to pay the applicable Subscription Fee by the due date for payment, then (without prejudice to any other rights and remedies we may have) we may suspend your access to the Service, until the sums due are paid in full.

3. Subscription Fees must be paid by such method of payment as the Company reasonably requests from time to time.

4. Before the end of your Subscription Term, the Company will contact you to ask you if you want to purchase a new Subscription and to advise you of the Subscription Fees which will be due if you wish to do so.

5. There can be no changes in the number of licences without the consent of the Company.

8. Warranties

1. If you have selected a free-trial of the Service, then during the Trial Period the Service is provided free of charge for evaluation purposes only and on an "AS IS" basis without any warranties, representations or guarantees of any kind, whether express or implied, all of which are excluded to the fullest extent permitted by law.

2. If you have purchased a full Subscription to use the Service, the Company warrants that:

i. it will use all reasonable skill and care in making the Service available to you and in ensuring its availability during your Subscription; and

ii. it has the right to permit you to use the Service under this agreement.

3. Because of the nature of software and the internet, errors and omissions do occur and the Company does not give any other warranties in respect of the Service being continuously available or error free. Save as expressly provided in this agreement, all implied warranties are excluded from this agreement to the extent that they may be excluded as a matter of law.

9. Limitation Of Liability

1. If you have purchased a full Subscription to use the Service, the Company will use its reasonable endeavours to remedy faults in the Service during the period of your Subscription. If we are in breach of this agreement, you agree that your only recovery for damages that you incur, and your exclusive remedy, shall be limited to an amount equivalent to the Subscription Fees paid or payable in relation to your use of the Service during the relevant Subscription Term.

2. The Company will not be liable for any business losses such as lost or corrupted data, lost profits or business interruption arising from your (or your Users’) use or inability to use the Service or from any action taken (or refrained from being taken) as a result of using the Service.

3. Notwithstanding the above provisions of this clause 8, the Company’s liability will not be limited in the case of fraud or for death or personal injury caused by the Company’s negligence.

10. Data Protection

1. Please read our Privacy Notice for details of how we collect and process personal data about you and in providing the Service. In agreeing to this Subscription Agreement you are agreeing to the Privacy Policy.

2. The Service enables you to upload and store personal data on the Service concerning your Users, as well as pupils and students at your School ("School Personal Data"). To the extent that the Company processes any School Personal Data on your behalf in providing the Service, we each agree to comply with the terms set out in the Privacy Policy.

11. Term and Termination

1. If you have selected a Free Trial, your agreement with us will continue only for the duration of the relevant Trial Period.

2. Your Subscription will commence on the date that you first purchase a full Subscription to use the Service and will continue for the applicable Subscription Term you have selected.

3. At the end of your Subscription Term, we will contact you to ask you if you wish to purchase a new Subscription.

4. This agreement and your access to the Service may be terminated by written notice if you are in material breach of this agreement and (if the breach can be remedied) the breach is not remedied within the period of fourteen (14) days after written notice of the breach has been given to you.

5. You may terminate this agreement and receive a pro-rata refund if the Service is discontinued or if we are in material breach of this agreement and the breach is not remedied within the period of fourteen (14) days after written notice of the breach has been given to us.

6. On termination we may ask you to delete all your user information before your subscription is cancelled.

12. Notices

1. All notices shall be given to the Company via email at help@lettersandsoundsphonics.com ; or to you at either the email or postal address you provide when registering to use the Service.

2. Notice will be deemed received when an email is received (or else on the next business day if it is received on a weekend or a public holiday in the place of receipt) or 3 days after the date of posting.

13. General

1. The clause headings in this agreement are for convenience only and shall not affect the interpretation of the clauses that follow.

2. We may transfer and/or assign our rights and/or our obligations under this agreement. This will not affect your rights under this agreement. You may not transfer any of your rights or obligations under this agreement without our prior written consent.

3. Nothing in this agreement shall confer your rights on any other person.

4. If you breach this agreement and we ignore this, we will still be entitled to use our rights and remedies at a later date or in any other situation where you breach this agreement.

5. This agreement, together with any legal terms and notices we may publish on the Service from time to time, represents the entire terms agreed between the parties in relation to its subject matter and may be amended only by our agreement in writing.

6. This agreement shall be governed by New Zealand law. We will try to solve any disagreements quickly and efficiently. If you want to take court proceedings in relation to this agreement you must do so in New Zealand.

7. We may amend and update the terms of this agreement from time to time. Your use of the Service will be governed by the terms of this agreement which were in force at the beginning of your Subscription or when you last renewed your Subscription (whichever was the most recent).