Terms and Conditions

1) Definitions

1.1 In these Conditions, the following expressions and words shall have the following meanings unless the context otherwise requires:-

1.1.a "Conditions" means the terms and conditions as set out in this document;

1.1.b "Content" means text, graphics, logos, photographs, images, animations, audio and all other identifiable material that the Customer requires APi to include;

1.1.c "Contract" means the contract formed between the Customer and APi for the provision of the Services as detailed on the Order Form and subject to these Conditions;

1.1.d "Customer" means the other party who has signed these Conditions and has entered into the Contract ordering Services from APi;

1.1.e "force majeure" means circumstances outside the control of APi. Such events shall include (by way of example and not by way of limitation) acts of God, delay or any other matters of any nature whatsoever arising out of war, rebellion, civil strife, strikes, lock-outs and industrial disputes, fire, terrorist activity, adverse weather conditions, failure of the public electricity supply, failure or delay on the part of any sub-contractors (including APi's internet service provider) beyond its reasonable control, the unavailability of materials, the requisitioning or other act or order made by an government department, council or other constitutional body and all such similar events.

1.1.f "APi" means APi Innovation Limited trading as APi Innovation Limited of Bredon House, 321 Tettenhall Road, Wolverhampton, West Midlands, England, WV6 0JZ. APi Innovation Limited is a company registered in England and Wales with company number 10917745. VAT Registration Number: GB-281-3918-88. Registered Office: APi Innovation Limited, Bredon House, 321 Tettenhall Road, Wolverhampton, West Midlands, England, WV6 0JZ.

1.1.g "Order Form" means either; the APi order form stating the range of services required as part of the Contract; or the "Acceptance of Proposal" form that forms part of the project proposal document and which documents the range of services specified as part of the Contract;

1.1.h "Price" means the price to be paid for the Services ordered by the Customer as stated on the Order Form;

1.1.i "Services" means the services and/or products identified on the Order Form and such other services and/or products to be provided by APi as agreed between the parties in writing;

1.1.j "Initial Period" means the period of 24 months, beginning on the Contract date or, if applicable, if it is later than the Contract date, the date when APi informs The Customer that the Services are ready for use or the date upon which the Services are provided.

2) General

2.1 These Conditions are to be governed by and construed in accordance with English law, and the Customer and APi submit to the non-exclusive jurisdiction of the English Courts.

2.2 Any notice sent to APi by the Customer, or by APi to the Customer, shall be in writing and will be by registered post or by facsimile to the other party's address as stated in these Conditions or such other address as the respective party has notified to the other in writing. Any notice sent shall be deemed served:-

2.2.a in the case of registered post, the second business day after the day of posting;

2.2.b in the case of facsimile transmission if sent during normal business hours (09.00 - 17.30) at the time of transmission; if sent outside normal business hours on the next following business day.

2.3 Any amendments to these Conditions must be made in writing, and signed by the authorised representatives of APi and the Customer.

2.4 Both parties acknowledge that all information, Content, drawings, specifications, documents, contracts, design material and any other data which they have imparted and may from time to time impart to the other pursuant to the Contract relating to their know-how, business, clients, prices, services, contracts (including the Contract and these Conditions) is confidential. Both parties agree that such confidential information shall be used solely for the purposes of the Contract and that they will not at any time during or any time after completion, expiry or termination of the Contract use or disclose the same whether directly or indirectly to any third party without the other's express prior written agreement, save to the extent that such confidential information is already within the public domain or subject to clauses 2.5 and 3.2 below.

2.5 The Customer acknowledges and agrees that APi has the right to use the Customer as an example of its clients, in the promotion of its business.

2.6 If any term, condition or provision contained in these Conditions is held to be invalid or unenforceable, such term, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.

2.7 Neither party shall be entitled to assign the Contract without the prior written consent of the other party save that either party shall be entitled to assign to any person acquiring the whole or substantial part of the party's business. Neither party shall unreasonably delay or withhold their consent to such assignment or request payment for such consent.

2.8 The headings in these Conditions are for reference purposes only and do not form part of the Conditions. They shall not affect the interpretation of these Conditions and are not deemed to be an indication of the meaning of the clause to which they relate.

2.9 Nothing in these Conditions is intended to confer on any person any right to enforce any term of these Conditions which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.

2.10 Save for specific amendments made under clause 2.3 above, APi may update and/or amend these Conditions for operational reasons at any time. APi's current Conditions will be published on-line at www.api-innovation.com. Amendments to APi's Conditions will be deemed to take effect 7 (seven) working days after the amended Conditions are posted to www.api-innovation.com.

3) Services

3.1 APi shall provide the Services to the Customer for the Price.

3.2 APi may use contractors or other third-parties to provide any part of the Services.

3.3 The Customer shall provide APi with the Content and any other information in any format and on any media that APi may reasonably require for the purposes of providing the Services.

3.4 Any copyright, trade marks, trade names, patents and other intellectual property rights subsisting in or used in connection with the Web site (including without limitation the Content and all software and source codes) shall remain the property of APi save to the extent that such property was originally supplied by the Customer or is the property of a third party.

3.5 APi shall notify the Customer when the Services are ready for use.

3.6 If an additional entity (e.g. a school) is added to the Customer's account during the contract term, the full set-up and initial fees for that entity will become due upon receipt of the Order. All other Services will be invoiced on a pro-rata basis upon receipt of the Order and in full on subsequent renewal dates where applicable.

4) Payment

4.1 The Price is exclusive of VAT, which shall be due at the rate ruling on the date of APi's invoice.

4.2 Unless expressly agreed in writing to the contrary, APi shall invoice the Customer at the following stages for provision of the Services:-

4.2.a Set-up and initial charges will be invoiced in full upon receipt of the Order Form;

4.2.b All other Services will be invoiced in full upon receipt of the Order and on subsequent renewal dates where applicable.

4.3 Additional charges for any changes or additional services agreed to the Services between the parties in writing shall be invoiced at such intervals as the parties agree. Payment of such invoices shall be in accordance with the provisions contained in this clause.

4.4 Payment of the Price and VAT shall be due by the Customer within 7 days of the date of the invoice.

4.5 We understand and will exercise our statutory right to interest under the Late Payment of Commercial Debts (Interest) Act 1998 if we are not paid according to agreed credit terms.

5) Term

5.1 This Agreement shall come into effect on the Contract date and shall continue in full force and effect for the Initial Period and thereafter for successive 24 month periods unless and until terminated in accordance with Clause 6 of these Conditions or such other Clause as may be applicable in the circumstances.

6) Termination

6.1 APi shall be entitled at any time to terminate the Contract in its entirety without incurring any penalty, charge or liability whatsoever, in any of the following circumstances:-

6.1.a with immediate effect on the Customer breaching any term, condition or provision contained in these Conditions and (if capable of remedy) the Customer fails to remedy the breach within 28 days of being required to do so in writing;

6.1.b with immediate effect on giving notice in writing to the Customer on the Customer becoming bankrupt or insolvent or being unable or unwilling to pay its debts as they fall due or suspending or ceasing or threatening to cease to carry on any business relevant to these Conditions;

6.1.c with immediate effect on the Customer providing APi with Content which is unacceptable to APi as described in clause 7.5 below;

6.1.d on APi giving the Customer notice in writing which shall take effect 28 days after the date of the notice.

6.1.e with immediate effect if the Customer fails to provide sufficient Content to allow provision of the Services within 6 months of the date of these Conditions.

6.2 The Customer shall be entitled to terminate the Contract with immediate effect within 14 days of the date of these Conditions by giving APi notice in writing.

6.3 Upon termination of the Contract for any reason:-

6.3.a APi shall invoice the Customer for all Services provided or initiated at the date of termination of the contract. Such invoice shall be subject to the provisions contained in Clause 4 of these Conditions;

6.3.b APi shall retain 50% of the Price or the total amount based upon (6.3.a + 6.3.c), whichever is the greater;

6.3.c APi shall invoice the Customer for all costs paid by APi pursuant to the Contract.

6.3.d No refund will be due should an entity (e.g. a school) leave the Customer's account during the contract term. The Price will be adjusted at the next renewal date.

6.4 The Customer may cancel services with renewing charges (including, but not limited to, hosting, support and annual fees) by providing notice in writing two months in advance of the renewal date.

6.5 The exercise of rights under this clause by either party shall not affect the rights and obligations of the parties which have accrued or are in existence prior to the party exercising those rights.

7) Services & Content

7.1 APi will use its reasonable endeavours to ensure that the Services will be completed and available within 28 days of receipt of all Content to be supplied by the Customer, unless otherwise stated on the Order Form. Amendments requested after initial receipt by APi of the Content will be handled at APi's discretion, and may be subject to additional charge and some delay in providing the Services.

7.2 If the Customer fails to supply all Content to be provided by the Customer within 28 days of the date of these Conditions, APi reserves the right to provide the Services using whatever Content has been provided by the Customer and any additional Content it sees fit.

7.3 APi encourages submission of Content by electronic media including, without limitation text documents and scanned images. Whilst APi will use its reasonable endeavours to return original artwork or other materials submitted, APi cannot guarantee return or accept liability should any materials be lost.

7.4 The Customer must ensure that any Content submitted for inclusion in the Services is owned by the Customer or licensed from the third party owner.

7.5 The Customer will be asked to sign a 'Permission to Use' form covering the Content. The Customer shall remain solely responsible for the Content. APi may refuse to include Content if:

7.5.a APi is not satisfied that the Customer does own copyright in, or has obtained permission from the copyright owner to use any part of the Content;

7.5.b APi is not satisfied that the Customer has obtained permission to use any trade marks to be used in the Content;

7.5.c APi believes that any material could be construed as offensive in any way, for example (but not limited to) material of a sexual or racial nature;

7.5.d APi believes that any material could be construed as illegal in any way under English law, or the law of any other relevant country.

7.6 APi may promote the Customer in its on-line directory and in any other on-line or off-line media APi deems appropriate.

7.7 Content, scripts and other programmes provided by APi for inclusion in the Services remains the property of APi and its licensors at all times unless otherwise assigned in writing, and signed by the authorised representatives of APi and the Customer.

8) Hosting & Managed Services

8.1 APi may, as part of the Services, either (directly or through a third-party):

8.1.a Register a domain name chosen by the Customer

8.1.b Host the Services

8.1.c Provide Internet access

8.1.d Provide e-mail services

8.2 The Customer agrees to comply with our "Acceptable Use Policy" ("AUP") which is published on-line at www.api-innovation.com and acknowledges that APi and/or its sub-contractors are entitled at any time and without notice to remove the Services from the Customer and/or bar access to the same in the event of any violation or alleged or suspected violation of the AUP or this clause or if otherwise authorised so to do by a competent aw enforcement agency. In particular, APi reserves the right on behalf of itself and/or its subcontractor to suspend the Services should the Customer's usage be detrimental to the other Customer's usage. This may include (by way of example only and not by way of limitation) distribution of large files by email or download or send excessive volumes of email and intentionally using the Web site or email facility to propagate computer iruses.

8.3 The Customer undertakes that any material contained in or linked to from its Services and (if applicable) contained in its discussion group, chat room or bulletin board must comply with the following basic standards:

8.3.a all information and activities must be legal, decent and honest in accordance with English law; 8.3.b data protection legislation within English law must be adhered to in order that the collection of personal information is not traded or disclosed illegally;

8.3.c distance selling requirements as relate to online activities must be complied with as laid down in English law;

8.3.d other applicable trading standards and laws and regulations as the same are created from time to time under English law.

8.4 The Customer undertakes to comply with generally accepted principles of internet usage (whether governed by the laws of any jurisdiction or not) including:

8.4.a refraining from sending "spam" mail (unsolicited mass communications, UCE, UBE)

8.4.b never sending mail bombs, trojan horses, viruses or other disruptive programs or devices;

8.4.c never pirating or otherwise illegally occupying software or other proprietary material;

8.4.d never violating the security of any Web site or engaging in unauthorised decryption of protected material.

8.5 The Customer is solely responsible for the accuracy, legality, currency and compliance of its own Services and will be solely liable for false, misleading, inaccurate, infringing or other actionable material contained or referred to therein.

8.6 APi and/or its sub-contractors may suspend service as necessary for purposes of repair, maintenance, or upgrade. While this will whenever possible be done at times to minimize disruption, it may be done at any time, at our (or our agent's) absolute discretion.

8.7 APi does not warrant that the hosting services or the server will be continuously available 24x7x365 but will use its reasonable endeavours to keep downtime to a minimum.

8.8 The Customer accepts the hosting service and server "as is" with any faults or failings and without any representation, warranty or guarantee whatsoever, express or implied, including without limitation any implied warranty of accuracy, completeness, quality, continuity of service, connectivity, merchantability, fitness for a particular purpose or non-infringement.

8.9 The Customer may be issued with a password to control access to certain e-mail and other functions. It is the Customer's sole responsibility to protect knowledge of this password and to ensure it is not used to use APi services except by the Customer. If the password does become known to any other person, the Customer will change the password immediately.

8.10 Internet Access services may be provided for a single user on multiple machines, multiple users on a single machine or multiple users on multiple machines. Use outside of each service's described purpose is not supported.

8.11 You may not assign, sublease, resell or transfer your APi connection in any way.

8.12 The Customer acknowledges and agrees that APi and/or its sub-contractors may be required by a law enforcement agency to monitor the Service Content, email and other traffic and if necessary give evidence of the same together with use of the password to support or defend any dispute or actionable cause or matter which arises in relation to the same.

8.13 Where domain names are registered by APi on behalf of The Customer, The Customer agrees that:

8.13.a APi is acting as an agent for and on behalf of The Customer.

8.13.b Domain registrations will be made by APi in The Customer's name.

8.13.c The Customer is entering into a contract, arranged on The Customer's behalf by APi, between The Customer and the domain registrar.

8.13.d The Customer is bound by the domain registrar's Terms and Conditions as displayed on, or linked to from, APi's Web site.

8.13.e APi cannot guarantee that the domain name(s) requested by The Customer will be available for registration. The Customer cannot assume that domain name(s) have been registered until APi receives formal confirmation from the domain registrar.

8.13.f The Customer is solely responsible for the accuracy, legality, currency and compliance of their requested domain name(s) and will be solely liable for false, misleading, inaccurate, infringing or other actionable domain name(s), whether used or implied.

8.14 4MAT Hosting

8.14.a Payment of 4MAT Hosting charges grants the Customer a non-transferable, non-exclusive, licence to utilise the 4MAT software for the duration of the Contract.

8.14.b 4MAT remains the property of APi and its licensors at all times.

9) Liability & Indemnity

9.1 APi will not be liable to the Customer for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the Services, its server, the connectivity to the Internet, the hosting, any software, its use application support or otherwise except to the extent that such liability may not lawfully be excluded.

9.2 Notwithstanding the generality of the above, APi expressly excludes liability for indirect, special, incidental or consequential loss or damage which may arise in respect of the Services, its server, the connectivity to the internet, the hosting, the software, its use application, support or otherwise or in respect of other equipment or property, for loss of profit, business, revenue, goodwill or anticipated savings.

9.3 In the event that any exclusion contained in these Conditions shall be held to be invalid for any reason and APi becomes liable for loss or damages that it may otherwise have been lawful to limit, such liability shall be limited to the Price.

9.4 The Customer agrees to indemnify and save harmless and defend at its own expense APi from andagainst any and all claims of infringement of copyright, patents, trade marks, registered or unregistered designs or other intellectual property rights issued and/or subsisting under the laws of any country affecting the Web site and based upon the Content and/or any information supplied by the Customer to APi and/or and domain name(s) chosen by The Customer. APi undertakes that the Customer shall be given notice of any such claim and the Customer shall have the right to defend any such claim and make settlements thereof at its own discretion and APi shall give such assistance as the Customer may require and at the Customer's expense to settle or oppose any such claims.

9.5 APi does not exclude liability for death or personal injury to the extent only that the same arises as a result of APi's negligence or that of its employees, agents or authorised representatives.

9.6 The Customer agrees to indemnify and keep indemnified APi and each of their respective directors, officers, employees and agents from and against any and all liability, damages, losses, claims (including reasonable legal fees) resulting in any way from its use of and from any material posted via the Services, to its discussion groups or from any other matter within the Services from discussion groups or from The Customer's domain name(s) or arising from any introduction or collaboration resulting from or otherwise arising from the Services.

9.7 APi will not be liable for any action, or failure to act, by any other provider of software, services, telecommunications equipment or other hardware.

9.8 APi shall be excused performance of its obligations contained in these Conditions where circumstances amounting to "force majeure" occur for as long as such circumstances last and affect contractual performance. APi will not be responsible in any way whatsoever for destruction, damage, delay or any other matters of that nature whatsoever arising out of circumstances outside the control of APi.

Version Control

Terms & Conditions Version 1.1, published October 2017.