Terms

These terms and conditions of use ("Agreement") set forth the terms on which Ripple Education Ltd ("Ripple") will permit you ("Customer") to use the Services (as defined below).

The parties agree as follows:

  1. DEFINITIONS

1.1 Definitions. The following definitions apply in this Agreement:

Confidential Information

all confidential information disclosed by a Party to the other Party, whether orally or in writing, and whether before or after the Effective Date, which is either designated as confidential by the Disclosing Party at the time of disclosure, or otherwise which would be understood to be confidential given the nature of the information.

Customer Data

all data and information belonging to Customer which is submitted to Ripple as a result of Customer's use of the Services.

Disclosing Party

the Party disclosing Confidential Information to the Receiving Party pursuant to this Agreement.

Documentation

any user documentation, in all forms, provided to Customer by Ripple relating to the Services, including without limitation, user manuals or online help files.

Effective Date

the date of this Agreement.

Intellectual Property Rights

patents, rights to inventions, copyright and neighbouring and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how) 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.

Malicious Code

any malware, including without limitation any automatic restraint, virus, Trojan horse, worm, time bomb, or other malicious code, files, scripts, agents, or programs which interfere with the Services.

Parties

Ripple and Customer, each referred to respectively as a Party.

Personal Data

any information relating to an identified or identifiable natural person, who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Privacy Policy

Ripple's privacy policy at https://pango.education/home/privacy which sets out how Customer's personal data will be processed.

Receiving Party

the Party to whom Confidential Information is disclosed by the Disclosing Party.

Services

the web-based Services provided by Ripple, specifically the Pango lesson planning platform available at https://pango.education/app.

Support

the technical support provided by Ripple to Customer, as updated or amended by Ripple from time to time.

Technology

all technology belonging to or used by Ripple, including software, hardware, products, processes, algorithms, user interfaces, and all other works of authorship, designs, inventions, improvements, developments, discoveries, trade secrets and know how in connection with the Services.

Third Party Applications

any online applications or offline software products or Services that interoperate with the Services which are not provided by Ripple.

Usage Policy

the acceptable use policy which Customer must comply with when using the Services, as set out at https://pango.education/home/aup , as amended by Ripple from time to time.

  1. ACCESS TO AND USE OF THE SERVICES

2.1 Customer status. Customer acknowledges that the Services are not intended to be accessed or used by consumers, and that the licence granted to Customer herein to use the Services is contingent upon Customer acting strictly in its professional capacity as an education professional.

2.2 Use of the Services. Subject to the terms and conditions of this Agreement, Ripple grants to Customer a limited, worldwide, non-exclusive, non-transferable (except as permitted in clause 11.2) licence to use the Services and the Documentation solely in connection with Customer’s professional activities. Customer’s right to use the Services is subject to and contingent upon Customer’s compliance with the Usage Policy, and Ripple reserves all rights not expressly granted herein.

2.3 Technical Support Services. Ripple will use reasonable efforts to provide Customer with technical support services by email or online from 9am-5pm GMT, Monday through Friday, excluding holidays.

2.4 Use Restrictions. Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, Customer will not, and will not permit or authorise third parties to:

  1. copy, modify, transmit, distribute, frame, mirror, or attempt to reverse engineer, disassemble, reverse compile or otherwise reduce to human-readable form all or any part of the Technology, in any form or by any means;
  1. rent, lease, sell, transfer, distribute, exploit, or otherwise permit third parties to use the Services or Documentation;
  1. use the Services to provide Services to third parties;
  1. use the Services to store or transmit any infringing, obscene, defamatory or otherwise unlawful or tortious material, or any material that violates a third party's privacy rights;
  1. interfere with, damage, disrupt the integrity or performance of the Services, including by circumventing or disabling any security or other technological features or measures of the Services; or
  1. use or access the Services for the purposes of monitoring availability, performance, functionality, or for any other benchmarking or competitive purposes.

2.5 Use Breach. Customer acknowledges that any breach of clause 2.4 (Use Restrictions) or failure to comply with the Usage Policy shall be treated as a material breach by Customer, entitling Ripple to terminate Customer's access to the Services. 

2.6 Compliance with Laws. Customer will use the Services and Documentation in compliance with all applicable laws and regulations.

2.7 Protection against Unauthorised Use. Customer will use its best endeavours to prevent any unauthorised use of the Services and Documentation and promptly notify Ripple in writing of any unauthorised use that comes to Customer’s attention. If there is unauthorised use by anyone who obtained access to the Services directly or indirectly through Customer, Customer will take all steps reasonably necessary to terminate the unauthorised use. Customer will cooperate and assist with any actions taken by Ripple to prevent or terminate unauthorised use of the Services or Documentation.

2.8 Reservation of Rights. Ripple grants to Customer a limited right to use the Services and Documentation under this Agreement. Customer will not have any rights to the Services or Documentation except as expressly granted in this Agreement. Ripple reserves to itself all rights to the Services and Documentation not expressly granted to Customer in accordance with this Agreement.

2.9 Third Party Applications. Customer acknowledges and agrees that, where it uses Third Party Applications with the Services, such Third Party Applications may need to access Customer Data in order to interoperate with the Services. Customer acknowledges and agrees that Ripple shall not be liable for any disclosure, modification, or deletion of Customer Data resulting from any such access by Third Party Applications.

2.10 Feedback. If Customer provides any feedback to Ripple concerning the functionality and performance of the Services (including identifying potential errors, modifications and improvements), Customer hereby assigns to Ripple all rights, title and interest in and to such feedback, including any Intellectual Property Rights therein.

  1. FEES
    • The Services are available under different pricing plans, available at https://pango.education/pricing. Ripple reserves the right to change and introduce new fees in the future, as well as change the pricing plans. Ripple will notify Customer if it intends to increase prices and will provide Customer with an opportunity to change pricing plan.
    • The “Free” plan costs £0. All other pricing plans are collectively referred to as “Paid” plans. All Paid plans are subject to these Terms and Conditions and in addition the following conditions apply:
    • Ripple makes available the Paid Services by way of a subscription to Customer upon payment of a fee as specified from at https://pango.education/pricing.
    • Customer agrees that a breach of any of the general Terms and Conditions or Acceptable Use Policy will lead to access to the Paid Services being immediately suspended. It is at Ripple’s absolute discretion as to whether Customer’s account will be reinstated.
    • When Customer subscribes to a Paid plan, the Paid Services will be available immediately.
    • Where the Customer subscribes on a monthly basis, the charge will be the fee stated at the time of purchase plus any applicable taxes, such as VAT, if not already included in the stated fee every month until the Customer or Ripple cancels it. Ripple will provide the Customer with valid VAT receipts for any purchases where applicable.
    • Where Customer subscribes on an annual basis (“paid annually”) the charge will be the fee stated at the time of purchases plus any applicable taxes, such as VAT, if not already included in the stated fee. Ripple will provide the Customer with valid VAT receipts for any purchases where applicable. At the end of 12 months from date of purchase Customer’s annual subscription will automatically renew for a further year, unless Customer or Ripple has cancelled it before the end of the first annual subscription. The rate charged on automatic renewal may be the rate paid when originally subscribing or an updated rate, decided at Ripple’s sole discretion. If a subscription paid annually is renewed before the end of the current subscription period, the renewed subscription will be extended to include any remaining months on the previous subscription.
    • Ripple may change the fee for the monthly subscriptions and annual subscriptions, and we will communicate this change to you either at renewal, or at the point the new fee is in use.
    • For safety and security, credit/debit card details are not stored by Ripple nor shared with third parties. Payment transactions are processed via Stripe or other secure third-party payment providers. Customers are encouraged to read the terms and conditions for any financial transactions with these companies.
    • Where Customer choses to pay by invoice, the Customer will pay each invoice in full within 28 days of the date of the invoice to the bank account details provided on the invoice.
    • Where the Customer fails to make any payment due to Ripple under any invoice by the due date for payment, then the Customer shall pay interest at 5% per annum, accruing on a daily basis until the full payment (including interest owed) is received.
  1. CUSTOMER OBLIGATIONS AND ACKNOWLEDGEMENTS

4.1 Customer Obligations. In using the Services, Customer agrees that:

  1. the Services are only used for the purposes permitted by this Agreement, and in accordance with the Documentation and the Usage Policy;
  1. where the Services are used in any way that results in the contravention of any laws or regulations (including laws and regulations governing confidentiality and the processing of Personal Data), Ripple shall not be responsible for such contravention or failure;
  1. Customer is solely responsible for the results obtained from the use of the Services, and for any conclusions it makes from such use. Ripple shall not be liable for any damage caused by errors or omissions in any information, instructions, scripts, or other Customer Data provided to Ripple by Customer in connection with the Services, or any action taken by Ripple at Customer's direction;
  1. it is solely responsible for the input and maintenance of the Customer Data and for maintaining effective back-up procedures as may be necessary to replace any Customer Data in the event of loss or damage, regardless of cause;
  1. it will promptly furnish Ripple with written confirmation on request, verifying that the Services are being used in accordance with the terms and conditions of this Agreement.
  2. TERM AND TERMINATION

5.1Term. This Agreement will commence on the Effective Date and continue until terminated in accordance with the terms of this Agreement.

5.2 Termination. Ripple may terminate this Agreement without notice for any reason. Termination in accordance with this clause 5.2 will take effect when Customer receives written notice of termination from Ripple. Ripple may also suspend Customer's access to the Services for any reason without notice to Customer.

5.3 Post-Termination Obligations. If this Agreement is terminated for any reason, any and all liabilities accrued prior to the effective date of the termination will survive.

  1. PROPRIETARY RIGHTS

6.1 Rights in the Technology and the Services. Ripple (and its licensors, where applicable) shall own all right, title and interest in and to the Technology and the Services, including to any and all enhancements, modifications, extensions and derivative works thereof.

6.2 Customer Materials. Any materials provided by Customer to Ripple, including Customer Data (“Customer Materials”) will be used and disclosed solely as required to perform the Services and in accordance with this Agreement. Customer will own Customer Materials as well as any derivatives or improvements of Customer Materials developed or derived by Ripple. Ripple will maintain the confidentiality of non-public Customer Materials.

6.3 Inventions. Except for any Customer-Owned Deliverables and Customer Materials, all Intellectual Property Rights in works of authorship, inventions, discoveries, improvements, methods, processes, formulas, designs, techniques, and information conceived, discovered, developed or otherwise made (as necessary to establish authorship, inventorship, or ownership) by Ripple, solely or in collaboration with others, in the course of performing the Services, whether developed as part of the Services or separately, will be the sole property of Ripple.

6.4 Third Party Products. Any third party products that are provided by Ripple in connection with the Services are provided pursuant to the terms of the applicable third party agreement, and Ripple assumes no responsibility for, and specifically disclaims any liability or obligation with respect to, any third party products.

  1. WARRANTIES AND DISCLAIMER

7.1 Mutual Warranties. Each Party represents and warrants to the other that: this Agreement has been duly executed and delivered and constitutes a valid and binding Agreement enforceable against such Party in accordance with its terms; and no authorisation or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement.

7.2 Customer warranties. Customer warrants that:

  1. the Customer Materials do not infringe the Intellectual Property Rights or privacy rights of any third party;
  1. it has secured all necessary rights, licences, permissions and consents necessary for Ripple to use the Customer Materials in providing the Services;
  1. the receipt and use of Customer Materials in the performance of this Agreement by Ripple, its agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party;
  1. it has not falsely identified itself nor provided any false information to gain access to the Services;
  1. any billing information it provides to Ripple is correct.

7.3 Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN CLAUSE 7.1, RIPPLE MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OR GUARANTEE OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. RIPPLE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OR ACCURACY. RIPPLE DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICES. RIPPLE DOES NOT WARRANT THAT THE SERVICES ARE ERROR-FREE OR THAT OPERATION OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED. RIPPLE DOES NOT WARRANT THAT ANY INFORMATION PROVIDED THROUGH THE RIPPLE SERVICES IS ACCURATE OR COMPLETE OR THAT ANY INFORMATION PROVIDED THROUGH THE SERVICES WILL ALWAYS BE AVAILABLE. RIPPLE EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON THE RESULTS OF CUSTOMER’S USE OF THE SERVICES.

  1. INTELLECTUAL PROPERTY INFRINGEMENT

8.1 Indemnification of Infringement Claims. Customer will indemnify Ripple from and pay all damages, costs, losses and expenses (including reasonable legal fees) finally awarded against Ripple in any claim, proceeding or suit (“Claim“) brought by a third party against Ripple alleging that the Customer Materials infringe any Intellectual Property Rights.

  1. PERSONAL DATA

9.1 Data Processing Addendum. To the extent that Ripple processes any Personal Data as part of Customer’s use of the Services, the Privacy Policy shall apply.

  1. LIMITATIONS OF LIABILITY

10.1 Disclaimer of Indirect Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, RIPPLE WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER FOR ANY LOSS OF PROFITS, LOSS OF SALES OR BUSINESS, LOSS OF AGREEMENTS OR CONTRACTS, LOSS OF ANTICIPATED SAVINGS, LOSS OF OR DAMAGE TO GOODWILL, LOSS OF USE OR CORRUPTION OF SOFTWARE, DATA OR INFORMATION, OR ANY INDIRECT OR CONSEQUENTIAL LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT.

10.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL RIPPLE’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, BREACH OF STATUTORY DUTY OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO RIPPLE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM.

  1. GENERAL

11.1 Relationship. Each Party will be and shall act as an independent contractor (and not as the agent or representative of the other Party) in the performance of this Agreement.

11.2 Assignability. Customer may not assign its right, duties, and obligations under this Agreement without Ripple's prior written consent.

11.3 Notices. Any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent by email to the email address provided by the Parties respectively. Notices sent by email shall be deemed given on the date of transmission.

11.4 Force Majeure. Ripple will not be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond its reasonable control.

11.5 Governing Law and Jurisdiction. This Agreement 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 shall 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 shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

11.6 Waiver. The waiver by either Party of any breach of any provision of this Agreement does not waive any other breach. The failure of any Party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.

11.7 Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect.

11.8 Counterparts. This Agreement may be executed in any number of identical counterparts, notwithstanding that the parties have not signed the same counterpart, with the same effect as if the parties had signed the same document. All counterparts will be construed as and constitute the same Agreement. This Agreement may also be executed and delivered by facsimile and such execution and delivery will have the same force and effect of an original document with original signatures.

11.9 Entire Agreement. This Agreement, including all schedules is the final and complete expression of the agreement between the Parties regarding Customer’s use of the Services.

11.10 Interpretation. The Parties have had an equal opportunity to participate in the drafting of this Agreement and the attached schedules. No ambiguity will be construed against any Party based on a claim that the Party drafted the language. The headings appearing at the beginning of the clauses contained in this Agreement have been inserted for reference purposes only and must not be used to construe or interpret this Agreement. Any reference to any agreement, document, or instrument will mean such agreement, document, or instrument as amended or modified and in effect from time to time in accordance with the terms thereof. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.” Whenever the words “hereunder,” “hereof,” “hereto,” and words of similar import are used in this Agreement, they will be deemed references to this Agreement as a whole and not to any particular clause, or other provision hereof. The word “or” is used in the inclusive sense of “and/or.” The terms “or,” “any” and “either” are not exclusive.