These Terms of Use (“Terms”) are a legal agreement between you (“the User” or “you”) and Do-IT Solutions Limited of Ty Derw Lime Tree Court, Cardiff Business Park, Cardiff, CF23 8AB (“the Supplier” or “we”) for Student+ Profiler, a web-based software tool used to assist identification of possible strengths and weaknesses in users (“Software”), which includes printed materials to be provided by the User from time to time and printable online documentation (“Documentation”).

BY PAYMENT OF THE INVOICE YOU CONFIRM THAT YOU HAVE READ AND UNDERSTAND THE TERMS OF USE AND THAT YOU AGREE TO THE TERMS WHICH WILL BIND YOU.

1. Grant and scope of terms

1.1 In consideration of payment by you of the agreed usage fee and you agreeing to abide by the Terms of Use, the Supplier hereby grants to you non-exclusive, non-transferable access to use the Software and the Documentation on the Terms of Use.

1.2 Under the Terms of Use you may:

1.2.1 access the Software via the Supplier’s server for your own internal purposes and thereby complete each of the modules once; and

1.2.2 print and use any Documentation in support of the use permitted under clause 1.1 and make such number of copies of the Documentation as is reasonably necessary for its lawful use (“Scope of Use”) for a period up to 24 months from the date of purchase of access to the Software.

1.3 The User’s access shall not extend to any of the Supplier’s programs or materials other than the Software and the Documentation.

1.4 The Supplier shall provide such technical support as it deems appropriate in its sole discretion from time to time (“the Technical Support Services”).

2. User’s undertakings

2.1 Except as expressly set out in these Terms of Use, you hereby irrevocably undertake during the term of and after termination of access to the Software:

2.1.1 not to copy the Software or Documentation except where such copying is incidental to normal use of the Software or where it is necessary for the sole purpose of back-up or operational security;

2.1.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or the Documentation without the Supplier’s prior written consent;

2.1.3 to only use the Software and Documentation for your own internal purposes and not to commercially exploit the Software and the Documentation in any way;

2.1.4 not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;

2.1.5 not to copy, alter, adapt, modify or amend the printed reports and otherwise deal with the results, data, user profiles and other information generated by the Software;

2.1.6 not to commercially exploit the printed reports and otherwise deal with the results, data, user profilers and other information generated by the Software;

2.1.7 not to disassemble, decompile, reverse engineer or create derivative works based on, the whole or any part of the Software nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:

2.1.7.1 is not unnecessarily disclosed or communicated without the Supplier’s prior written consent to any third party;

2.1.7.2 is not used to create any software which is substantially similar to the Software nor to use such information in any manner which would be restricted by any copyright subsisting in it.

2.1.8 to notify the Supplier immediately in writing if you become aware of any unauthorised use of the whole or any part of the Software or Documentation by any person;

2.1.9 to include the copyright notice of the Supplier on all entire and partial copies you make of the Documentation on any medium; and

2.1.10 without prejudice to the obligations under clause 2.4, to obtain, and assist us to obtain, the consent of users covered by these Terms to store cookies on any devices used by them to access the Software.

2.2 You shall permit the Supplier and its representatives, at all reasonable times and on reasonable advance notice, to inspect and have access to any records kept and all data generated pursuant to these Terms.

2.3 You hereby grant to the Supplier royalty-free, worldwide access to use, process, store, collate:-

2.3.1 printed reports and otherwise deal with the results, data, user profiles and other information generated by the Software during the term of and after termination of access to the Software; and

2.3.2 otherwise deal with the results, data, user profiles and other online data generated by the Software during the term of and after termination of access to the Software.

2.4 In relation to assignment and sub-licensing:

2.4.1 the User has no right to sub-license the benefit or burden of these Terms in whole or in part;

2.4.2 the User has no right to assign the benefit or burden of these Terms in whole or in part, or to allow the Software to become the subject of any charge, lien or encumbrance without the prior written consent of the Supplier; and

2.4.3 the Supplier may assign, charge or otherwise transfer any of its rights or obligations under these Terms.

2.5 You will duly observe your obligations under the Data Protection Act 1998, which arise in connection with the use of the Software pursuant to these Terms.

2.6 You agree to the use of cookies to help facilitate your user experience.

3. Disclaimer and liability

3.1 You hereby acknowledge and confirm that the Software is a profiling tool, not a medical or psychological test or a diagnostic tool, and that you have satisfied yourself on the application, scope and technical specification of the Software and are relying on your own assessment of the Software in accepting these Terms.

3.2 Subject to clause 3.4, the Supplier shall have no liability to you for any loss or damage suffered by you as a result of:-

3.2.1 the use of the Software or the Documentation;

3.2.2 your use of any user profile generated by the Software;

3.2.3 the provision by the Supplier of the Technical Support Services; or

3.2.4 any failure or malfunction of the Supplier’s server which hosts the Software howsoever caused.

3.3 Without prejudice to clause 3.2 and subject to clause 3.4, the Supplier shall not have any liability for loss or damage to physical property, loss of profits anticipated savings, business opportunity, goodwill, loss or corruption of data, special damages even if the Supplier was aware of the circumstances in which such special damage could arise, consequential or other indirect losses (whether arising from any defect in the Software or any other failure or malfunction of the Software or otherwise).

3.4 The provisions of clause 3.2 and clause 3.3 shall not limit or restrict any liability for death or personal injury arising as a result of the negligence of the Suppler, nor any other liability which may not be excluded by law.

4. Warranties

Save as expressly specified in these Terms, all terms, conditions, warranties, representations, or guarantees whether express or implied relating to the performance, quality or fitness for purpose of the Software and the Documentation are hereby excluded to the fullest extent permitted by law.

5. Intellectual property rights

Unless expressly agreed by the Supplier in writing, no intellectual property rights of whatever nature in respect of any part of the Software shall vest or be deemed to vest in you, including without limitation all patents, patent applications, trademarks, trade mark applications, trade names, service marks, registered designs, design rights, know-how and copyright (in each whether registered or not) and all applications for the same, anywhere in the world.

6. Terms and termination

6.1 These Terms shall commence on the date of acceptance of the terms and conditions of these Terms and shall be for a period of 24 months from such date unless or until terminated in accordance with clause 6.2

6.2 Access to the Software may be terminated by the Supplier:-

6.2.1 on notice in writing to you with immediate effect if you are in material breach of these Terms which breach (if capable of remedy) is not remedied to the reasonable satisfaction of the Supplier within 30 days of written notice having being given by the Supplier to you which notice specifies the breach and requires its remedy; or

6.2.2 on giving to you three (3) months written notice.

6.3 Upon termination of access to the Software for any reason, you shall immediately cease to have any right to use the Software and the Documentation.

6.4 Any provision of these Terms which expressly or by implication is intended to come into or continue in force on or after termination of access to the Software. including clauses 2.1, 2.4 and 4 shall remain in full force and effect.

7. General

7.1 These Terms (together with the registration forms that you have completed in relation to the Software) sets out the entire agreement and understanding between the parties in connection with its subject matter and shall override all previous verbal or written agreements and understandings, save in respect of fraudulent misrepresentation.

7.2 Subject to clause 7.3, a person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any points of these Terms, but this does not affect any right or remedy of a third party which exists or is available apart from that act.

7.3 In the event that an end-user making use of the Software carries out any act or omission that would if it were a party to these Terms (in the place of you) put it in breach of the points of these Terms, then you shall be liable for any loss or damage caused to the Supplier by such breach and the Supplier shall be entitled to exercise all rights under these Terms (including rights of termination under clause 6.1) against you on the basis that all references in these Terms to “you” or “the User” shall be treated a references to the relevant end-user.

7.4 No party shall be liable to the other for any delay or non-performance of its obligations under these Terms arising from any cause beyond its control including, without limitation, any of the following: governmental act, war, fire, flood, explosion or civil commotion. For the avoidance of doubt, nothing in this clause shall excuse you from any payment obligations under these Terms.

7.5 No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

7.6 If any provision of these Terms is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.

7.7 Any amendment, waiver or variation of these Terms shall not be binding on the parties unless set out in writing, expressed to amend these Terms and signed by or on behalf of each of the parties.

These Terms of Use shall be governed by and construed in accordance with the laws of England and Wales and all the parties hereto irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute or matter arising out of or relating to these Terms.

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