Terms and Conditions of Use

This document outlines the General Conditions of access to and use of all SATs Companion and

Mirodo Education online websites and applications including but not limited to satscompanion.com

and mirodoeducation.com (the “Sites”).

By accessing and using the Sites, you agree to comply with and be bound by the following terms

and conditions of use(“Terms”) which govern our relationship with you in relation to the Sites. If

you disagree with any part of these Terms, please do not use any of the Sites.

The term ‘we’ means the owner and operator of the Sites which includes but is not limited to

satscompanion.com and mirodoeducation.com and its associated Sites whose registered office is

127 Trinity Road, London SW17 7HJ (“we”, “us” and “our” will be construed accordingly).

The term “you” refers to the user or viewer of our Sites (and “your” will be construed accordingly).

We reserve the right to revise, amend and update the Terms at any time effective on the date of

posting to the Sites.

The Sites uses cookies. By using the Sites and agreeing to these Terms, you consent to our use

of cookies in accordance with the terms of our Cookies Policy and to the use, storage and

collection of your information in accordance with our Privacy Policy, which you can find on our

relevant Sites.

Ownership of Content on the Sites

Unless otherwise stated, we own the intellectual property rights in the Sites and material on the

Sites. Subject to the license below, all these intellectual property rights are reserved.

You must not modify, copy, download, reproduce, share, distribute or republish content from the

Sites in any way or format unless in accordance with these Terms or with express prior written

consent.

Use and Access of the Sites

You must not use our Sites in any way that causes, or may cause, damage to the Sites or

impairment of the availability or accessibility of the Sites; or in any way which is unlawful, illegal,

fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or

activity.

You must not use the Sites to copy, store, host, transmit, send, use, publish or distribute any

material which consists of malicious computer software.

You must not use our Sites to transmit or send unsolicited commercial communications.

You must not use our Sites for any purposes related to sales or marketing of our content or

materials without our express written consent.

Access to certain areas of the Sites is restricted to teacher and pupil use only. Access to the sites is based on a Gold or

Platinum plan which have different levels of access. material, functionality, and service.

Our sites should not be shared with external third parties outside of the agreement with the individual school,

including but not limited to sister schools, partner schools, colleagues and other companies without express prior

written permission.

If found in breach, we reserve the right to restrict access to these areas, or indeed the entire Sites,

at our sole discretion.

If we provide you with a user ID and password to enable you to access restricted areas of the

Sites or other content or services, you must ensure that the user ID and password are kept

confidential and protected from unauthorised use.

We may disable your user ID and password at our sole discretion without prior notice, if we believe

you are making improper use of the Sites and you will be charged for the remainder of the

subscription.

We do not accept any responsibility for interference or damages to your computer or device which

arises in connection with access to the Sites.

Membership Charges and your Right to Cancel

We take a membership charge for users to gain entry to restricted parts if our Sites (the ‘Membership Fee’).

Membership is entered into based on the length of the subscription and is available for schools, businesses and

individuals. The Membership Fee may be paid by a one-off instalment which is paid in advance, or by using and

agreed payment plan during the period of your membership dependent on whether you are purchasing as an

individual or an organisation.

Schools

For schools, further details and costs of the Membership Fee can be discussed with your School Account Manager

and/or checking your invoice. Schools/Businesses have the option of either paying by credit or debit card online or

requesting an invoice to be sent to the School/Business. Access to the service will not be granted until payment has

been received in full.

School membership runs on a three year plan unless otherwise explicitly agreed. Where schools have not paid the full

amount for the duration of the membership in advance, an invoice will be raised for each year of the membership.

Once a school membership has started, payment must be made in full regardless of access.

Schools/Businesses do not have the option to cancel membership at any time. However, options such as, transferring

licences, pausing subscriptions are available but is subject to terms and conditions and will be offered at discretion.

Parents

For parents, the membership fee will be shared with you on sign up. Payment by parents must be made in advance by

credit or debit card online before access to the service will be granted. Access to the service will not be granted until

payment has been received in full.

You have the right to cancel your parent membership to the Sites at any time. Should you wish to do so, you should

send an email to info@satscompanion.com requesting the termination of your membership or you can cancel from

within your parent account. However, do note that we do not refund any Membership Fees or resource purchases,

except in the circumstances set out below and full payment will be required.

You are entitled to cancel your Membership under the Consumer Contracts (Information, Cancellation and Additional

Charges) Regulations 2013 (the “Regulations”), provided that you exercise your right and notify us within 14 days of

registering, by sending an email to ask@satscompanion.com. If you exercise your right in accordance with these

terms, we will refund the amount of your Membership Fee. Parents can cancel Membership for the following month by

emailing ask@satscompanion.com with a notification email to say they wish to cancel or make this request through

their parent account.

Please note, that only individuals have a right under the Regulations to cancel their Membership. If you are registering

with us as a school or a business of any nature, you will not be entitled to that cancellation right.

Copyright and Licence

The Sites contains material which is owned by or licensed to us. This material includes, but is not

limited to, the content, design, layout, look, appearance and graphics and all of the educational

material available on the Sites including lessons, questions, sound recordings, software, graphics,

logos, text, videos, guides, tests and test papers. You are not permitted to copy any aspect of the

Sites.

You are granted a licence to use the material contained in this Sites subject to the restrictions

described in these Terms.

Only schools are granted a licence to download, view, use, copy, print, any material contained in

the Sites for the teaching needs of their own individual School. Schools are not permitted to share

any material as part of this licence and agreement.

Unless otherwise specified in these Terms, no user of the Sites is permitted to:

• republish material from the Sites (including republication on another Website);

• sell, rent, license, sublicense, lease, distribute, copy, duplicate, publish or reproduce

material from the Sites and any material or any part thereof for use by any third party (other

than providing the materials free of charge to your own students);

• exploit material on our Sites for a commercial purpose;

• use any material in any way that is unlawful or in breach of any person’s legal rights under

any applicable law, or in any way that is offensive, indecent, discriminatory or otherwise

objectionable.

If you breach these Terms in any way then the licence granted to you will be automatically

terminated upon such breach and we may take such action as we deem appropriate to deal with

the breach, including terminating your membership, suspending or prohibiting your access to the

Sites, contacting your internet service provider to request that they block your access to the Sites

and/or bringing court proceedings against.

All material contained in the Sites is and shall remain at all times the copyright with us.

You must retain and must not delete or remove any copyright notices and other proprietary notices

placed by us on any material.

User Content

The Sites permits schools to make use of messaging between teachers and their students and we

may in the future provide comment or discussion forums which allow the submission of text or

other content by you and other users (“User Content”) and the hosting and publishing of such User

Content. You understand that whether or not such User Content are published, we do not

guarantee any confidentiality with respect to any User Content.

You shall be solely responsible for your own User Content and the consequences of posting or

publishing them.

The messaging service which we provide between teachers and students is provided in a ‘closed

system’ that is not monitored by us. We can therefore not be responsible for the content of those

messages.

You represent and warrant that:

• you own or have the necessary rights and permissions to use and authorize us to use all

copyright, trademark or other proprietary rights in and to any User Content to enable

inclusion and use on the Sites and in accordance with these Terms; and

• whilst, you retain all of your ownership rights in your User Content, by submitting the User

Content to us, you hereby grant us, in addition to any other rights which we may have, a

worldwide, non-exclusive and transferable license to use, copy, prepare derivative works of,

display and broadcast the User Content in connection with the Sites and our business,

including without limitation to grant access to the Sites to third parties to view the User

Content (and derivative works thereof).

• you will not: (i) submit material that is false or misleading copyrighted, protected by trade

secret or otherwise subject to third party proprietary rights, including privacy and publicity

rights, unless you are the owner of such rights or have permission from their rightful owner

to post the User Content and to grant us all of the license rights granted herein; (ii) publish

falsehoods or misrepresentations that could damage us, our business or any third party; (iii)

submit material that is unlawful, obscene, libellous, threatening, pornographic, or

encourages conduct that would be considered a criminal offense, give rise to civil liability,

violate any law, or (iv) misidentify yourself in submitting the User Content or misstate your

true identity.

Any breach of the above warranties will result in the user’s account being immediately terminated

and may result in the user becoming liable to legal action.

We do not endorse any User Content, or any opinion, recommendation, or advice expressed

therein, and we expressly disclaim any and all liability in connection with User Content.

You understand that when using the Sites, you will be exposed to User Content from a variety of

sources, and that we are not responsible for the accuracy, usefulness, safety, or intellectual

property rights of or relating to such User Content. You may be exposed to User Content that is

inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive,

any legal or equitable rights or remedies you may have against us with respect thereto, and agree

to indemnify and hold us, our owners, affiliates, employees, agents and/or licensors, harmless to

the fullest extent allowed by law regarding all matters related to your use of the Sites.

No Warranties

The Sites is provided “as is” without any representations or warranties, express or implied. We

make no representations or warranties in relation to the Sites or the information and material

provided on the Sites.

The content of the pages of these Sites is for your educational purpose and use only and it is

subject to change without prior notice.

We do not warrant that the Sites will be constantly available, or available at all; or that the

information on the Sites is complete, true, accurate or non-misleading.

Nothing on the Sites constitutes, or is meant to constitute, advice of any kind. Whilst all of our

materials have been designed by an accomplished team of teachers and senior leaders with

decades of experience in schools and we have spent months researching and speaking to

schools, teachers, senior leaders, parents and pupils to make the Sites a unique, comprehensive

learning resource tool, we do not provide any warranty as to the ultimate suitability of the

information and material found or offered on the Sites for any particular purpose. Your use of any

information or material on the Sites is entirely at your own risk, for which we shall not be liable. It

shall be your own responsibility to ensure that any materials, services or information available

through the Sites meet your own specific requirements.

You acknowledge that information and material found or offered on the Sites may contain

inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the

fullest extent permitted by law.

To the maximum extent permitted by applicable law we exclude all representations, warranties

and conditions relating to the Sites and the use of the Sites (including, without limitation, any

warranties implied by law of satisfactory quality, fitness for purpose and/or the use of reasonable

care and skill).

Limitations and Exclusions of Liability

To the extent that the Sites and the information and services on the Sites are provided, our liability

to you in relation to the use of our Sites or under or in connection with these Terms, whether in

contract, tort (including negligence) or otherwise, will be limited as follows: Our Companies and its

employees, agents and contractors will not be liable to you for any loss or damage of any nature

whether arising directly or indirectly from the use of or reliance on information obtained from the

Sites; We, our employees, agents and contractors will not be liable for any consequential, indirect

or special loss or damage and will not be liable for any loss of profit, income, revenue, anticipated

savings, contracts, business, goodwill, reputation, data, or information.

Nothing in these Terms will limit or exclude our liability for death or personal injury resulting from

negligence, limit or exclude our liability for fraud or fraudulent misrepresentation or limit any of our

liabilities in any way that is not permitted under applicable law.

By using the Sites, you agree that the exclusions and limitations of liability set out in these Terms

are reasonable. If you do not think they are reasonable, you must not use the Sites.

Indemnity

If you breach these Terms you will be held fully responsible for any loss suffered by us as result of

such breach and will be held accountable for all losses caused or profits gained by you from

breaching these Terms.

You agree to indemnify us and undertake to keep us indemnified against any losses, damages,

costs, liabilities and expenses (including, without limitation, legal expenses) incurred or suffered by

us arising out of any breach by you of any provision of these Terms.

Other Websites

The Sites may contain links to other Websites that are not under the control of and are not

maintained by us. We are not responsible for the content or reliability of the linked Websites. We

provide these links for your convenience only but do not endorse the material on those sites.

Waiver

The failure by us to enforce at any time or for any period any one or more of the Terms shall not

be a waiver of them or the right at any time subsequently to enforce all Terms.

Severance

If any provision of these Terms shall be found by any court to be invalid or unenforceable, such

invalidity or unenforceability shall not affect the other provisions of these Terms which shall remain

in full force and effect.

If any provision of these Terms is so found to be invalid or unenforceable but would be valid or

enforceable if some part of the provision were deleted, the provision in question shall apply with

such modification(s) as may be necessary to make it valid and enforceable.

Variation

We may revise these Terms from time-to-time. Revised Terms will apply to the use of our Sites

from the date of the publication of the revised Terms on our Sites. Please check the pages

regularly to ensure you are familiar with the current version.

Exclusion of Third Party Rights

These Terms are for the benefit of you and us and are not intended to benefit any third party or be

enforceable by any third party. The exercise of our and your rights in relation to these Terms is not

subject to the consent of any third party.

Entire Agreement

These Terms constitute the entire agreement between you and us in relation to your use of our

Sites and supersede all previous agreements in respect of your use of the Sites.

Jurisdiction and Governing Law

These Terms shall be governed by and construed in accordance with English law. Any dispute,

claim or matter arising out of, or relating to, these Terms shall be subject to the exclusive

jurisdiction of the English courts.