OUR TERMS AND CONDITIONS
1.
THESE TERMS
1.1
Our contract. These terms and conditions apply to your use of and access to our Services, software and website,
1.2
This is our entire agreement with you. These terms constitute the entire agreement between us in relation to your purchase.
2.
INFORMATION ABOUT US AND HOW TO CONTACT US
2.1
Who we are. We are Arc Pathway Ltd, a company registered in England with company number 11504592 and a registered address of 2nd Floor Stanford Gate, South Road, Brighton, BN1 6SB, UK.
2.2
How to contact us. You can contact us by telephoning our customer service team at +44 2080 802 727 or by writing to us at info@arcpathway.com.
2.3
How we may contact you. If we have to contact you, we will do so by writing to you at the email address you provided to us in your order.
2.4
"Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.
3.
OUR CONTRACT WITH YOU
How we will accept your order. By ticking the box to agree to our terms and conditions and by paying in full, a contract will come into existence between us.
4.
OUR SERVICES
4.1
Scope of Services. We provide profiling software which tracks progress of children to provide targeted next step pathways for use at home by you as may be amended or extended from time to time (Services).
4.2
Availability of Services. We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for any planned maintenance or to deal with any technical problems or changes. We will not be responsible for any interruption of service related to your own equipment or service providers.
4.3
When we will provide the Services. We will supply the Services, or digital content to you until the subscription expires.
4.4
Reasons we may suspend the supply of Services to you. We may have to suspend the supply of a service if:
4.4.1 We need to update the service to reflect changes in relevant laws and regulatory requirements;
4.4.2 You do not make any payment to us when it is due
5.
TERM
5.1
Term of the subscription.
5.1.1
Annual subscribers. If you pay the annual fee in one lump sum, the subscription term shall be for a minimum of 12 months. It will commence on the date you complete your order by accepting the terms and conditions and by making payment.
5.1.2
Monthly subscribers. If you pay by monthly direct debit, your subscription will run continuously until you cancel the subscription.
5.2
Termination of the agreement.
5.2.1
Your 14-day cooling off period starts the day after you enter into the contract with us. You can cancel at any time during this period by logging in to your account and via my details section of your menu bar click the cancel my subscription button. If you download any digital material during that fourteen days you will be deemed to have waived your cancellation right.
5.2.2
Annual subscribers. Your membership will automatically renew each year for successive periods of 12 months. We will take payment from the same card you initially used to pay us with unless you give us 30 days’ notice that you wish to cancel.
5.2.3
Monthly subscribers. You can cancel your subscription at any point. If you have already paid for the month in which you are cancelling, your membership will cease at the end of that 30-day period. If you cancel your membership before the next payment date, your membership will cease on that day.
6.
YOUR RIGHTS TO MAKE CHANGES
6.1
If you wish to make a change to your subscription, please contact us. We will let you know if the change is possible. Contact us at info@arcpathway.com
7.
OUR RIGHTS TO MAKE CHANGES
7.1
Minor changes to the Services. We may change the Services:
7.1.1
to reflect changes in relevant laws and regulatory requirements; and
7.1.2
to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your use of the service; and
7.1.3
to implement recent research, new features and designs that would benefit the users of the Services.
8.
OUR RIGHTS TO END THE CONTRACT
8.1
We may end the contract at any time due to non-payment of the subscription by the due date and you do not make payment within 30 days after notice.
9.
PRICE AND PAYMENT
9.1
Subscription is offered either on a rolling monthly basis at £4.99 a month or at a discounted rate of £29.99 for an annual subscription if you pay the full amount up front.
10.
OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
10.1
Nothing in these terms shall limit or exclude our liability for any matter in respect of which it would be unlawful for us to exclude or restrict liability. Nothing in these terms is intended to limit your statutory rights under the Consumer Rights Act 2015.
10.2
Subject to clause 10.1:
10.2.1
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
10.2.2
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 total sums paid by you for Services under this Contract in the previous 12 months prior to the claim being made.
11.
INTELLECTUAL PROPERTY RIGHTS
11.1
For the purposes of this clause, Intellectual Property Rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority for, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
11.2
Our ownership of Intellectual Property Rights. All Intellectual Property Rights in the materials provided in the provision of the Services or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by you) shall be owned exclusively by us, and have not been licensed to any other supplier except where expressly consented to by us in writing.
12.
HOW WE MAY USE THE DATA
12.1
We are committed to protecting your Personal Data. The only data we collect from you is what you enter into our systems; first names, surnames and dates of birth.
12.2
The software will use your sensitive Personal Data for the purposes of providing our Services to you, registering you as a new client, to take payments, send you details of our Services or if we need to comply with a legal obligation.
12.3
We will use the non-identifiable data to aid our research of child development, compile industry reports and improve our business. We may sell this data or the reports and findings to third parties.
12.4
Protecting your data is important to us and we have put in place robust security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way. See our Data Protection, Security and Privacy Policies on the website www.arc.pathway.com. We also limit access to your personal data to select employees and IT contractors who only with your written permission will access your account to help with any IT support or user questions should you have them.
12.5
Disclosure of your Personal Data. We may have to share your personal data with service providers who provide IT and system administration support, or to third parties to whom we sell, transfer or merge parts of our business or our assets or as may be required by law.
12.6
Destruction of data. On termination of this agreement we will close your account and delete all associated Personal Data held on the system after 60 days.
13.
PERSONAL INFORMATION
13.1
For the purpose of this agreement the following definitions apply:
13.1.1
Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
13.1.2
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).
13.2
Compliance with Data Protection Legislation. We will comply with all applicable requirements of the Data Protection Legislation. This clause 13 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
13.3
Controller/processor. The parties acknowledge that for the purposes of the Data Protection Legislation, we are the Processor. The following details are relevant to the Contract:
13.3.1
Nature of the processing: processing personal information for provision of early learning software Services.
13.3.2
Purpose of the processing: for the purposes of us providing our Services to you.
13.3.3
Duration of the processing: for the Term.
13.3.4
Types of Personal Data: Personal Data relating to you and your child..
13.4
Compliance with our policies. We shall, in providing the Services, comply with our Data Protection, Data Security and Privacy Policies relating to the privacy and security of your data available at www.arcpathway.com and parents.arcpathway.com or such other website address as may be notified to you from time to time, as such documents may be amended from time to time by us in our sole discretion.
13.5
Our responsibility. The parties acknowledge that subject to clause 13.7 the Personal Data may be transferred or stored outside the EEA or the country to carry out the Services and our other obligations under this Agreement.
13.6
Our obligations as processor. Without prejudice to the generality of clause 13.2 we shall, in relation to any Personal Data processed in connection with the performance by us of our obligations under this agreement:
13.6.1
Subject to clause 13.7, only transfer any Personal Data outside of the European Economic Area and the United Kingdom if the following conditions are fulfilled:
(a)
We have provided appropriate safeguards in relation to the transfer;
(b)
the Data Subject has enforceable rights and effective legal remedies;
(c)
we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred.
13.6.2
notify you without undue delay on becoming aware of a Personal Data Breach;
13.6.3
at your written direction, delete or return Personal Data and copies thereof to you on termination of the agreement unless required by Applicable Law to store the personal data (and for these purposes the term "delete" shall mean to put such data beyond use); and
13.6.4
maintain complete and accurate records and information to demonstrate our compliance with this clause 13 and immediately inform you if, in our opinion, the Data Protection Legislation is infringed.
13.7
Except for our third party IT support and development team we will not appoint any third party processor of Personal Data under this agreement, unless we get your prior written consent to do so.
14.
OTHER IMPORTANT TERMS
14.1
Force Majeure. We shall have no liability to you under this agreement if we are prevented from or delayed in performing our obligations under this agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of us 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, pandemic, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.
14.2
Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.
14.3
If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
14.4
This agreement is drafted in the English language. Any notice given under or in connection with this agreement shall be in English. All other documents provided under or in connection with this agreement shall be in English or accompanied by a certified English translation. The English language version of this agreement and any notice or other document relating to this agreement, shall prevail if there is a conflict
14.5
Which laws apply to this contract and where you may bring legal proceedings. 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.