Terms and Conditions

Table Of Contents

1……… Interpretation…………………………………………………………………………………………. 1

2……… Basis of contract……………………………………………………………………………………… 2

3……… Delivery…………………………………………………………………………………………………. 2

4……… Subscriptions………………………………………………………………………………………….. 3

5……… Quality………………………………………………………………………………………………….. 3

6……… Price and payment…………………………………………………………………………………… 4

7……… Intellectual property rights………………………………………………………………………… 5

8……… Limitation of liability………………………………………………………………………………… 5

9……… Termination……………………………………………………………………………………………. 6

10……. General…………………………………………………………………………………………………. 7

 

  1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

  • Definitions:
  • Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
  • Commencement Date: has the meaning given in clause 2.3.
  • Conditions: these terms and conditions as amended from time to time in accordance with clause 10.4(c).
  • Contract: the contract between The Literacy Company and the Customer for the supply of Products and/or Services in accordance with these Conditions.
  • Customer: the person or firm who purchases Products and/or Services from The Literacy Company.
  • Customer’s Email Address: the email address for the Customer set out in the Order.
  • Description: the description of the Products and/or Services set out in The Literacy Company’s order form at the time the Order is accepted by The Literacy Company.
  • Educational Establishment: an educational establishment, which is properly constituted, authorised and registered in the relevant jurisdiction and whose teachers and/or other appropriately qualified educational professionals will use the materials to deliver lessons to students of that establishment.
  • Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control (including any failure of any IT and/or communications systems not under the control of The Literacy Company and which would be used to effect delivery of the Products and/or Services).
  • Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks 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, 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 from, 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.
  • Order: the Customer’s order for the Products and/or Services, as placed by the Customer by either (i) using The Literacy Company’s order form; (ii) via The Literacy Company’s website or (iii) placing a request by email to The Literacy Company’s Email Address and Ordered and Ordering will be construed accordingly.
  • Products: the products (or any part of them) set out in the Order.
  • Services: the services (or any part of them) set out in the Order.
  • Subscription: the subscription purchased by the Customer entitling the Customer to access and use the Products and/or receive Services in accordance with these Conditions.
  • Subscription Commencement Date: the date specified in the Order.
  • Subscription Fee: the fee payable for the Subscription as specified in the Order.
  • The Literacy Company: The Literacy Company (Chester) Limited registered in England and Wales with company number 08573079.
  • The Literacy Company’s Email Address: admin2@theliteracycompany.co.uk.
    • Interpretation:
      • Unless expressly provided otherwise in this Contract, a reference to legislation or a legislative provision:
        • is a reference to it as amended, extended or re-enacted from time to time; and
        • will include all subordinate legislation made from time to time under that legislation or legislative provision.
      • Any words following the terms including, include, in particular, for example or any similar expression, will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms.
  1. Basis of contract
    • The Order constitutes an offer by the Customer to purchase the Products and/or Services in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
    • By placing any Order, the Customer warrants that it is an Educational Establishment or a teacher or professional placing such Order, either acting on behalf of an Educational Establishment or otherwise to be used directly in the course of delivery of education to children in schools.
    • Orders will only be deemed to be accepted when The Literacy Company has issued written acceptance of the Order at which time the Contract will come into existence (Commencement Date).
    • These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
    • Any quotation given by The Literacy Company will not constitute an offer and is only valid for a period of 10 Business Days from its date of issue.
  2. Delivery
    • The Literacy Company will deliver the Products and/or Services as set out in the relevant Order.
    • Confirmation from The Literacy Company’s systems or a read or delivery receipt from the Customer’s Email Address to The Literacy Company will be sufficient evidence of completion of delivery of the relevant Order where and to the extent that the Products and/or Services related to such Order are delivered via email.
    • The Literacy Company will not be obliged to attempt more than one delivery of the Products and/or Services on any Business Day.
    • The estimated lead time for delivery of the Products and/or Services will be (approximately) 5 Business Days from the date of acceptance of the Order by The Literacy Company. Time of delivery is not of the essence. The Literacy Company will not be liable for any delay or failure to deliver the Products and/or Services the Customer’s failure to accept delivery.
    • If delivery of the Products and/or Services is prevented or delayed by a Force Majeure Event and/or the Customer’s failure to accept delivery for more than 14 Business Days, The Literacy Company may cancel the Order on giving the Customer written notification to that effect.
  3. Subscriptions
    • This clause 4 applies in relation to Products and/or Services purchased on a Subscription basis.
    • The Subscription for such Products and/or Services will commence on the Subscription Commencement Date and will continue for one year from that date renewing automatically on each anniversary of the Subscription Commencement Date for a further one-year period (each such year a Subscription Term) unless and until terminated in accordance with clause 3.
    • Subscriptions to which this clause 4 applies may be terminated by either party serving at least 4 weeks’ notice on the other at any time such notice to take effect on the next following anniversary of the Subscription Commencement Date (Subscription Anniversary Date).
    • Unless such a notice is served such Subscriptions will automatically renew on each Subscription Anniversary Date. Approximately 8 weeks prior to each Subscription Anniversary Date, The Literacy Company will remind the Customer of that Anniversary Subscription Date so as to afford the Customer an opportunity to terminate the subscription.
    • The Literacy Company may at any time increase the price of any Subscription in future Subscription Terms by notifying the Customer at least 8 weeks prior to the Subscription Anniversary Date from which such increase is to take effect. The Customer may terminate the Subscription by serving at least 4 weeks’ notice on The Literacy Company but if it does not do so will be deemed to have agreed to the increased price.
    • The Subscription Fee will be paid no later than the Subscription Commencement Date in respect of the first year of the Subscription and by the relevant Subscription Anniversary Date in respect of subsequent Subscription years.
  4. Quality
    • The Literacy Company warrants that on delivery the Products and/or Services will, Subject to clause 3, conform in all material respects with the Description.
    • Subject to clause 4, if:
      • the Customer gives notice to The Literacy Company within 5 Business Days of discovering that some or all of the Products and/or Services do not comply with the warranty set out in clause 1;
      • The Literacy Company is given the opportunity to examine or (as the case may be) review such Products and/or Services; and
      • the Customer (in relation to Products and if asked to do so by The Literacy Company) returns such Products to The Literacy Company or irretrievably deletes the same from all electronic devices.

The Literacy Company will, at its option, repair, put right, replace or as the case may be perform again the defective Products and/or Services, or refund the price of the defective Products and/or Services.

  • The Literacy Company reserves the right to amend the Description from time to time, including if required to comply with any applicable statutory or regulatory requirements and/or changes.
  • The Literacy Company will not be liable for any failure of any Products and/or Services to comply with the warranty set out in clause 1 if:
    • In relation to Products, the Customer makes any further use of such Products after giving notice in accordance with clause 2; and/or
    • the Products and/or Services differ from the Description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
  • Except as provided in this clause 5, The Literacy Company will have no liability to the Customer in respect of the failure of any Products and/or Services to comply with the warranty set out in clause 1.
  • The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
  • These Conditions will apply to any replacement Products and/or Services supplied by The Literacy Company.
  1. Price and payment
    • The price of the Products and/or Services will be as set out in the relevant Order form, quotation or email at the time the Customer places the Order.
    • The Literacy Company may, by giving notice to the Customer at any time up to 4 weeks before delivery, increase the price of the Products and/or Services where The Literacy Company is incurring increased costs due to:
      • any factor beyond The Literacy Company’s reasonable control;
      • a request by the Customer to change the delivery date(s), quantities or types of Products and/or Services Ordered; or
      • any delay caused by instructions of the Customer or failure by the Customer to provide The Literacy Company adequate or accurate information or instructions.
    • The price of the Products and/or Services excludes VAT, which the Customer will additionally be liable to pay to The Literacy Company at the prevailing rate, subject to the receipt of a valid VAT invoice.
    • The Literacy Company may invoice the Customer for the Products and/or Services on or at any time after placement of the relevant Order.
    • Each invoice submitted by The Literacy Company will become due 30 days after its date and the Customer will pay the same:
      • no later than the date upon which it becomes due; and
      • in full and in cleared funds to a bank account nominated in writing by The Literacy Company.
    • Time for payment will be of the essence of the Contract.
    • If the Customer fails to make a payment to The Literacy Company under the Contract by the due date, then, without limiting The Literacy Company’s remedies, the Customer will pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest will accrue each day at 6% a year above the Bank of England’s base rate from time to time, but at 6% a year for any period when that base rate is below 0%.
    • All amounts due under the Contract will be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  2. Intellectual property rights
    • All Intellectual Property Rights in or arising out of or in connection with the Products and/or Services (other than Intellectual Property Rights in any materials provided by the Customer) will be owned by The Literacy Company.
    • The Literacy Company grants or will procure the direct grant to the Customer of a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to use the Products and/or Services (excluding materials provided by the Customer) for the purpose of receiving and using the Products and/or Services.
    • The Customer will not sub-license, assign or otherwise transfer the rights granted in clause 2.
    • The Customer grants The Literacy Company a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to The Literacy Company for the term of the Contract for the purpose of providing the Products and/or Services to the Customer.
  3. Limitation of liability
    • The limits and exclusions in this clause reflect the insurance cover The Literacy Company has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess liability.
    • References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    • Nothing in the Contract limits any liability for:
      • death or personal injury caused by negligence;
      • fraud or fraudulent misrepresentation;
      • breach of the terms implied by section 12 of the Sale of Goods Act 1979;
      • defective products under the Consumer Protection Act 1987; or
      • any liability that legally cannot be limited.
    • Subject to clause 3, The Literacy Company’s total liability to the Customer will not exceed the greater of £2,000 and the amount paid by the Customer to The Literacy Company pursuant to the Contract to which any claim or liability relates.
    • Subject to clause 3, the following types of loss are wholly excluded:
      • loss of profits;
      • loss of sales or business;
      • loss of agreements or contracts;
      • loss of anticipated savings;
      • loss of use or corruption of software, data or information;
      • loss of or damage to goodwill; and
      • indirect or consequential loss.
    • The Literacy Company will only be liable if the Customer notifies The Literacy Company that it intends to make a claim in respect of an event within 12 months from the date of the Order to which such claim relates. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
    • This clause 8 will survive termination of the Contract.
  4. Termination
    • Without affecting any other right or remedy available to it, The Literacy Company may terminate the Contract with immediate effect by giving written notice to the Customer if:
      • The Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of that party being notified in writing to do so;
      • the Customer 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), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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;
      • the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
      • the Customer’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    • Without limiting its other rights or remedies, The Literacy Company may suspend provision of the Products and/or Services under the Contract or any other contract between the Customer and The Literacy Company if the Customer becomes subject to any of the events listed in clause 1(b) to clause 9.1(d), or The Literacy Company reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
    • Without limiting its other rights or remedies, The Literacy Company may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
    • On termination of the Contract for any reason the Customer will immediately pay to The Literacy Company all of The Literacy Company’s outstanding unpaid invoices and interest and, in respect of Products and/or Services supplied. Where no invoice has been submitted, The Literacy Company will submit an invoice, which will be payable by the Customer immediately on receipt.
    • Termination of the Contract, however arising, will not affect either party’s rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract will remain in full force and effect.

Cancellations

  • For training sessions or school support within the following timescales will incur charges as follows:

Up to 7 days prior – 100% of payment due

8 days to 28 days prior – 50% of payment due

29 days to 2 months prior – an administration fee of £30 will be charged. This fee will be waived if an alternative date is re-arranged

  • If a school cancels support within 28 days, the school will be invoiced immediately in line with the fees in points 1 & 2. If the same support is re- booked within 5 working days, the cancellation fee will be taken into consideration at our discretion. An additional £50+VAT admin fee may be charged.
  • Should The Literacy Company be unable to provide training/support due to illness or circumstances beyond our control, we will not be liable for any costs incurred by the customer. We will endeavour to re-arrange training/support at a mutually convenient date.
  1. General
    • Force majeure. A party (Affected Party) will not be in breach of the Contract or liable to the other party (Other Party) for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event and will be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for more than 3 months, the Other Party may terminate this agreement by giving 7 days’ written notice to the Affected Party.
    • Assignment and other dealings.
      • The Literacy Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
      • The Customer will not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of The Literacy Company.
      • Each party undertakes that it will not at any time of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 3(b).
      • Each party may disclose the other party’s confidential information:
        • to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party will ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 3; and
        • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      • Neither party will use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
    • Entire agreement.
      • The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      • Each party acknowledges that in entering into the Contract it does not rely on and will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it will have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
      • Except as set out in these Conditions, no variation of the Contract will be effective unless it is in writing and signed by the parties (or their authorised representatives).
    • Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and will not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law will not constitute a waiver of that or any other right or remedy, nor will it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law will prevent or restrict the further exercise of that or any other right or remedy.
    • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 10.6 the parties will negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
      • Any notice given to a party under or in connection with the Contract will be in writing and will be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
      • In addition, the party serving any notice pursuant to this clause 7(a) may send a copy of the same by email to the Customer’s Email Address (for the Customer) or to The Literacy Company’s Email Address (for The Literacy Company). However, such copy alone will not be adequate service of notice for the purposes of this clause 10.7.
      • Any notice or communication will be deemed to have been received:
        • if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
        • if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; and
      • This clause 7 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
      • A notice given under this agreement is not valid if sent only by email.
    • Third party rights.
      • The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
      • The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
    • Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation will be governed by and construed in accordance with the law of England and Wales.
    • Each party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

V5 23/2/26

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