Terms of Service

Version number: 1.0. | Effective date: 06.11.22

1. Introduction

1.1 We are Spy Readers Limited. Our company information is at the end of this document.

1.2 These are our terms and conditions which apply to our Service (explained below). We’ve tried to make them user-friendly but please note that the summaries/explanations for each section in capitals aren’t a substitute for the rest of the text.

1.3 Where you communicate with us on behalf of an organisation, you promise that you have authority to do so.

2. Some definitions used in this document

THIS SECTION TELLS YOU WHAT CERTAIN WORDS MEAN WHEREVER THEY ARE USED WITH A CAPITAL LETTER IN THIS DOCUMENT

• “Consumer” – an individual acting for purposes which are wholly or mainly outside that person’s trade, business, craft or profession.
• “Content” – all information of whatever kind displayed, stored or sent on or via our Service.
• “Service” – our website and the service we offer by means of our website (including web app) and any related services.
• “User” – people or organisations using our Service (whether or not registered with us).

3. How you enter a legal contract with us

THIS SECTION TELLS YOU HOW AND WHEN YOU BECOME LEGALLY BOUND BY A CONTRACT WITH US

3.1 We enter into a contract with you when you send us back a signed order form or when we send you a confirmation email after you place an order online.

4. Consumer legal right to cancel (“cooling off”)

IN SHORT: CONSUMERS MAY HAVE THE RIGHT TO GET OUT OF THE CONTRACT WITHIN THE FIRST 14 DAYS

4.1 If you are a Consumer, you may have the legal right to cancel this contract within 14 days of the start of the contract if you comply with the requirements explained in the Annex at the end of this document.

5. Your right to use our Service

THIS SECTION SETS OUT CERTAIN LIMITS ON YOUR RIGHT TO USE OUR SERVICE

5.1 We grant you a limited personal non-transferable right to use our Service on any applicable device owned or controlled by you subject to these terms and conditions.

6. Changing these terms and conditions

IN SHORT: WE CAN CHANGE THESE TERMS BUT YOU MAY HAVE CERTAIN OPTIONS IF YOU DISAGREE

6.1 We may change these terms and conditions. We will give you reasonable notice before they take effect by posting them on our website and/or communicating them to you by email or otherwise.

6.2 If you don’t agree to the new terms and the changes are important and not intended to reflect changes to law/regulation, you can email us (to the address below) to end this contract on the day before the new terms take effect.

7. Standard of Service

THIS SECTION SETS OUT THE LEGAL STANDARD OF SERVICE THAT WE PROMISE YOU

7.1 Subject to the rest of these terms, we agree to provide our Service with reasonable skill and care.

8. Behaviour when using our Service

THIS SECTION EXPLAINS THE BEHAVIOUR AND OTHER REQUIREMENTS TO USE OUR SERVICE

8.1 You agree not to do any of the following in connection with our Service:

• break the law or infringe anyone else’s rights;
• send, store, display or link to unlawful, infringing or otherwise inappropriate Content;
• send, store, display or link to any Content that includes someone else’s personal information unless that person is 18 years or over and you have obtained their written consent or you are otherwise legally permitted to do so;
• use our Service to help you compete with us or to infringe our rights;
• disrupt our Service, e.g., spam, viruses or phishing;
• interfere with or damage our Service or gain unauthorised access to any part of our system, data, passwords or otherwise;
• intercept or modify communications;
• impose an unreasonable load on our Service;
• get around any security features including those designed to stop copying of Content; or
• attempt, encourage or assist any of the above.

8.2 You agree to:

• comply with the guidance/requirements on our Service; and
• cooperate reasonably with us in relation to our Service.

8.3 You agree to ensure that any contact or other information that you supply to us is accurate and not misleading and you will tell us if there are any important changes.

9. Your account on our Service

IN SHORT: YOU MUST KEEP YOUR ACCOUNT CONFIDENTIAL AND PREVENT ACCOUNT SHARING

9.1 Your account is for your personal use only and is non-transferable. You agree not to allow anyone else to use your account except to grant access to authorised Users where our Service is designed to allow this.

9.2 If you are on an annual contract, you agree:

• to ensure that authorised Users create accounts using only their school or other official organisation email addresses; and
• to prevent your authorised Users from sharing accounts.

9.3 You agree to take reasonable care to keep your login information confidential and to tell us immediately of any apparent breach of security such as loss or misuse of a password. You are responsible for authorised Users and for people who use your account or identity (unless and to the extent that we are at fault).

9.4 If we operate pupil accounts, you agree that we may restrict their availability to certain days/hours as specified on our website or elsewhere and which we may vary from time to time.

10. Our Content

IN SHORT: YOU RELY ON OUR CONTENT AT YOUR OWN RISK

10.1 We do not guarantee that the book themes or other Content on our Service are accurate or up to date or relevant to you and we do not accept legal responsibility for such Content. Before acting on such information, you must make your own appropriate and careful enquiries including as to its accuracy and suitability for your purposes. You rely on such information at your own risk.

11. Other peoples’ services / advertising / websites

IN SHORT: WE AREN’T RESPONSIBLE FOR ADVERTISING ETC BY OTHER PEOPLE ON OUR SERVICE

11.1 We may display other peoples’ services, advertising and /or links to other websites. We do not recommend or endorse, nor are we legally responsible for, any of these. You use them at your own risk.

12. Deleting your Content

IN SHORT: WE CAN DELETE YOUR CONTENT AFTER TWO YEARS

12.1 If applicable, we are entitled to delete Content input by Users after 24 months (or any alternative retention period we decide) following the last activity recorded by that User unless we agree an extended retention period with you in writing.

13. Paying us

THIS SECTION COVERS YOUR PAYMENT OBLIGATIONS INCLUDING AUTO-RENEWAL OF SUBSCRIPTIONS AND PRICE CHANGES

13.1 Payment is in advance, comprising a one-off upfront admin fee (if applicable) and monthly, annual or other subscription payments. The prices shown exclude any applicable VAT or other sales tax unless we say otherwise.

13.2 If applicable, we are entitled to terminate the contract if you do not pay the one-off fee within 14 days of the start date.

13.3 If you are on a monthly subscription, your subscription will continue to be auto-renewed monthly unless you end your subscription with effect from the next renewal date by following the instructions on our Service. Ending your subscription does not entitle you to a refund (unless Consumer cooling off rights apply).

13.4 If you are on an annual subscription, your subscription will continue to be auto-renewed annually unless this contract ends (as explained below). You agree that an additional subscription fee will be payable per our standard charges if you increase the number of authorised Users but there will be no reduction if the authorised Users decrease.

13.5 If we have mis-priced any part of our Service, we are not obliged to supply the Service at that price provided we notify you. If we do notify you, then you can decide if you want to continue with the Service at the correct price.

13.6 You authorise us and our payment provider to place a hold on, or charge, your payment card for the relevant amounts or otherwise take payment whenever payments are due in accordance with this agreement. It is your responsibility to update your payment card details as necessary.

13.7 We may at any time change our subscription prices. We will give you at least 45 days’ notice by email. If you do not agree with the new price, you should end your subscription (if you are on a monthly subscription) or give notice to stop the contract rolling over (if you are on an annual contract), as explained below. Otherwise, the next renewal of your subscription/contract after the 45 days’ notice will be at the new price.

13.8 You must contact us immediately with full details if you dispute any payment.

13.9 You agree that you are legally bound by the terms and conditions of any payment providers whose services you use on our Service. We aren’t responsible for what they do or don’t do.

13.10 You must make all payments without any set-off, counterclaim or any other deduction. Time shall be of the essence for all payments under this agreement.

13.11 If any amount due to us is unpaid (including unjustifiable chargeback), without prejudice to any other remedy that may be available to us, we may charge you: (1) a reasonable additional administration fee; (2) the amount of any third party charges imposed on us; and/or (3) interest (both before and after judgment) on the amount unpaid at the rate for the time being that would be applicable if the debt were a qualifying debt under the Late Payment of Commercial Debts (Interest) Act 1998.

14. Support

THIS SECTION EXPLAINS IF WE OFFER SUPPORT AND, IF SO, ANY RESTRICTIONS THAT APPLY

14.1 The Service includes support only if we specifically say so within the Service and, if so, by the specified contact methods. Any support service is only intended to address configuration and proper use of, or any errors or interruptions arising from, our Service.

14.2 Unless we say otherwise, support is only available between 9am and 5pm (excluding non-business days in England) and we do not guarantee any particular response times or outcomes. Any response times given are English business hours/days unless we say otherwise.

14.3 In any event, we aren’t obliged to supply support if you owe us any money or have otherwise broken this contract.

15. Ending or suspending this contract

THIS SECTION TELLS YOU WHEN AND HOW YOU OR WE CAN END (OR SUSPEND) THE CONTRACT AND, IF SO, WHAT HAPPENS.

15.1 If you are on a monthly subscription, you are entitled to end this contract at any time with effect from the end of your current subscription period by cancelling your subscription or, if you want to end the contract sooner, by emailing us to the address shown below. (This doesn’t entitle you to a refund unless you have Consumer “cooling off” rights, explained above.)

15.2 If you are on an annual subscription, this contract lasts for 12 months from the start date and rolls over for subsequent 12-month terms unless either party gives written notice to end the contract at least 30 days before the end of the then-current term. Notice must be given by email. Ending the contract does not entitle you to a refund.

15.3 We are entitled to suspend part or all of our Service or impose restrictions on our Service if:

• we reasonably believe that you have breached the contract;
• any fees payable by you are unpaid or unjustifiably charged back;
• acting reasonably, we think that it is necessary to protect you, us or others;
• we are required to do so by applicable law or regulation or to comply with an order, instruction or request from a competent authority; or
• you or anyone on your behalf acts inappropriately towards our staff.

15.4 If we suspend our Service, you remain responsible to pay for our Service during the period of suspension if you were at fault. We are entitled to make resumption of a suspended Service subject to reasonable conditions including payment of a reasonable reconnection fee.

15.5 We are entitled at any time to end this contract if we terminate our Service as a whole if in our reasonable opinion it is necessary to do so for security, technical or operational reasons.

15.6 If this contract ends:

• Your right to use our Service and all licences are terminated.
• We are allowed to delete your Content without telling you.
• Existing rights and liabilities are unaffected.
• All clauses in this contract which are stated or intended to continue after termination will continue to apply.

16. If our Service doesn’t work properly

IN SHORT: WE DON’T PROMISE THAT OUR SERVICE WILL BE ERROR-FREE

16.1 We do not guarantee that the Service will be uninterrupted or error-free or that any Content generated, stored, transmitted or used via or in connection with the Service will be complete, accurate, secure, up to date, received or delivered correctly or at all.

16.2 We are entitled without notice and without liability to suspend the Service for repair, maintenance, improvement or other technical reason. For any planned maintenance we will try to provide reasonable notice.

17. Restrictions on our legal responsibility – very important

THIS SECTION LIMITS OUR LEGAL RESPONSIBILITY IN VARIOUS WAYS AND MAKES YOU RESPONSIBLE FOR CERTAIN LOSSES WE SUFFER, EG IF YOU BREAK THE CONTRACT

17.1 Nothing in this agreement in any way limits or excludes our liability for negligence causing death or personal injury or for fraud or fraudulent misrepresentation or for anything which may not legally be excluded or limited. In this section, any reference to us includes our employees and agents, who have the right to enforce this agreement.

17.2 If you are a Consumer, subject to the above we shall not be liable for any loss or damage where:

• there is no breach of a legal duty owed to you by us;
• such loss or damage was not reasonably foreseeable (meaning it was not an obvious consequence of our breach or not contemplated by you and us at the time we entered into this contract);
• (and to the extent that) such loss or damage is your fault, for example by not complying with this agreement; or
• such loss or damage relates to a business of yours.

17.3 If you are a Consumer, you will be responsible to us for any reasonably foreseeable loss or damage we suffer (including claims made by other people) resulting from your breach of this agreement or misuse of our Service.

17.4 The following clauses apply only if you are not a Consumer:

• To the fullest extent allowed by law, you and we exclude all terms, conditions, warranties and representations howsoever arising, whether imposed by statute or by law or otherwise, that are not expressly stated in this agreement.
• Subject to the first paragraph in this section (“Nothing in this agreement…”), we shall under no circumstances whatever be liable under or in connection with this agreement, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, for any:
  • loss of profit; loss of data; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings; or harm to reputation or loss of goodwill; or
  • indirect, consequential or special losses.
• Subject to the first paragraph in this section (“Nothing in this agreement…”), our total liability in respect of all other losses arising under or in connection with this agreement whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, for any act or omission or series of connected acts or omissions shall in no circumstances exceed the total fees paid or payable by you to us in connection with our Service in the 12 months before the first act or omission complained of.
• You agree to indemnify us against all claims and liabilities arising out of or in connection with your use of the Service and/or breach of this agreement (except insofar as we are at fault).
• This agreement constitutes the entire agreement between us with respect to its subject matter and supersedes any previous communications or agreements between us. We both acknowledge that there have been no misrepresentations and that neither of us has relied on any pre-contractual statements.

18. Intellectual property rights (IP)

THIS SECTION CONFIRMS THAT WE OWN COPYRIGHT AND OTHER IP RIGHTS IN OUR CONTENT AND SETS OUT HOW WE ALLOW YOU TO USE THE CONTENT

18.1 We and/or our partners own the IP in all Content (excluding your Content and that of your Users) used on or in connection with our Service. You may view our Content on your device for your private personal, non-commercial and (if you are a business) your internal business use only. You must not otherwise use such material including copying, publishing (on the Internet or otherwise), selling or adapting it or taking extracts from it unless we specifically say so in writing (except to the extent specifically allowed by this agreement). You must not misrepresent the ownership or source of such material, for example by changing or removing any legal notices or author attributions.

18.2 Just to be clear – you must not collect, scrape, harvest, frame or deep-link to any Content on our Service without our specific prior written consent.

19. Your personal information

THIS SECTION DIRECTS YOU TO OUR PRIVACY POLICY

19.1 You agree that we can deal with your personal information in accordance with our Privacy Policy [www.spyreaders.co.uk] which may change from time to time.

20. Things we can’t control

IN SHORT: WE AREN’T RESPONSIBLE FOR “ACTS OF GOD”

20.1 We are not liable for failure to perform or delay in performing any obligation under this agreement if the failure or delay is caused by any circumstances beyond our reasonable control including third party telecommunication failures and epidemics/pandemics.

21. Transferring this contract to someone else

IN SHORT: WE CAN PASS THIS CONTRACT TO SOMEONE ELSE BUT YOU NEED OUR PERMISSION TO DO LIKEWISE

21.1 We may transfer all or part of our rights or duties under this agreement provided we take reasonable steps to ensure that your rights under this agreement are not prejudiced. As this agreement is personal to you, you may not transfer any of your rights or duties under it without our prior written consent.

22. English law and courts

IN SHORT: ENGLISH LAW APPLIES AND ONLY UK COURTS CAN ADJUDICATE ON DISPUTES

22.1 This contract is under English law and any disputes will be decided only by the courts of the United Kingdom. If you are a Consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in these terms and conditions affects your rights as a Consumer to rely on such mandatory provisions of local law.

23. General

HERE ARE SOME FINAL BUT IMPORTANT POINTS THAT APPLY

23.1 We may send all notices under this agreement by email to the most recent email address you have given us. You can send notices to our email address shown below. Headings used in this agreement are for information and not binding. If any part of this agreement is ineffective or unenforceable for any reason, the rest of the agreement will still apply. If either of us overlooks any breach of this agreement by the other, it can still be actioned later. A person who is not a party to this agreement can’t enforce it unless the agreement says otherwise. The parties are independent contractors and, except as otherwise specifically stated above, nothing in this agreement makes any party an agent, employee or representative of the other.

24. Complaints

24.1 If you have any complaints, please contact us via the contact details shown below.

25. Information about us

25.1 Company name: Spy Readers Limited

25.2 Trading name: “Spy Readers”

25.3 Country of incorporation: England and Wales

25.4 Registered number: 14032482

25.5 Registered office and contact address: Stanley House, 49 Dartford Road, Sevenoaks, Kent, England, TN13 3TE

25.6 Contact email address: office@spyreaders.co.uk

25.7 Other contact information: See our website/contact page

ANNEX – COOLING OFF

YOUR LEGAL RIGHT TO CANCEL THIS CONTRACT

The following applies if you are a Consumer and have the legal right to cancel this contract (as explained above).

Right to cancel

1. You have the right to cancel the contract within 14 days without giving any reason.

2. The cancellation period will end after 14 days from the day when we enter a legal contract with you (i.e., as explained above – “How you enter a legal contract with us”).

3. To exercise the right to cancel, you must tell us, Spy Readers Limited, Stanley House, 49 Dartford Road, Sevenoaks, Kent, England, TN13 3TE (email address above), of your decision to cancel the contract by a clear statement (e.g., a letter sent by post or e-mail). You may use the model cancellation form below, but you don’t have to.

4. To meet the cancellation deadline, you must send your communication telling us you want to cancel before the cancellation period ends.

Effects of cancellation

5. If you cancel the contract, we will refund to you all payments received from you.

6. The refund will be made without undue delay, and no later than 14 days after the day we receive your notice to cancel the contract.

7. The refund will be made using the same means of payment you used for the initial transaction, unless you expressly agreed otherwise; in any event, you will not incur any fees as a result of the refund.

8. If you ask us to start performing the services during the cancellation period, you must pay us an appropriate proportion of the payment to cover services performed until the point when you tell us you want to cancel the contract.