Policies


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Terms and Conditions for Makers

To ensure Makewaves stays a safe and fun place for everyone we ask all our Reporters to follow some simple rules. We ask you to respect each other, don’t post anything offensive, only upload work you have done and don’t share your personal details with anyone. Please ask your teacher if you have any questions.

Rules of Conduct

  1. These Rules of Conduct tell You how You must act and what You can and can’t do on the Website you are about to access. You must read these Rules of Conduct and make sure that You understand everything in them before using the Website. The Website includes Your school page and any other school page You access and these rules apply to both. If there is anything in these Rules of Conduct which You do not understand, please ask an adult to explain it to You before proceeding to the Website.
  2. You understand and agree that You will not use the Website in any way which is not allowed by these Rules of Conduct or in any way that could damage or be harmful to the Website.
  3. You agree that You will not post any material to the Website, including but not limited to any words, pictures, music, lyrics, weblinks, stories, programmes and podcasts, which is in any way offensive, harmful, unpleasant, inappropriate, threatening, libellous, rude, unreliable, misleading, false, abusive, fraudulent, defamatory, harassing, intimidating, infringing, obscene, unlawful or otherwise objectionable. You must also understand that if You see any material of that nature on the Website that we are not responsible for it.
  4. If at any time You see or become aware of any material, podcast, song or other Content on the Website posted on the Website, which is not suitable for children to see or which is offensive, harmful, unpleasant, inappropriate, threatening, libellous, rude, unreliable, misleading, false, abusive, fraudulent, defamatory, harassing, intimidating, infringing, obscene, unlawful or otherwise objectionable You agree to immediately tell a teacher at Your school what You have seen.
  5. You understand that You are not allowed to post, submit, upload, transmit, store or share any Content or material on the Website which You have not created Yourself or for which You do not have written permission to use.
  6. You understand that You are not permitted to put any information on the Website which contains or links to any of Your personal or private information or that of any other pupil at Your school or at any other school or the personal or private information of any third party. This includes addresses, phone numbers, email addresses, financial information or passwords.
  7. You understand that where a story, programme, pod-cast or other similar Content is to be posted on the Website by You (or by Your teacher if they are posting / uploading onto the Website for You), You are:
    1. only allowed to use 30 seconds or less of any song or piece of music if the programme / pod-cast is 30 minutes long or less or
    2. allowed to play a full song or piece of music only where the programme / pod-cast is more than 30 minutes long but You are only allowed to play a maximum of 2 (two) tracks or songs by the same artist back to back.
  8. You understand and agree that any Content, such as words, pictures, speech, songs etc which is / are posted on the Website by You or on Your behalf, must be suitable and appropriate for use in schools where there is a mixed age range of children.
  9. You are responsible for making any backup copies of any material or Content which You create and / or post on the Website;
  10. You understand that You must keep secret all Your registration details and information, including but not limited to Your password and username and You must not share or disclose such information to any other pupil or third party;
  11. You understand and accept that if We feel any material or Content in any form on the Website is unsuitable for children or breaks any provision in these Rules of Conduct, We may remove that material at any time from the Website without Your permission and without telling You.
  12. We do not promise that the Website or any of the Content on the Website is reliable, complete, up-to-date or without mistakes. We also do not suggest or promise that any of the Content on the Website is free of viruses or other harmful components which could damage your computer and you should always be cautious when accessing or downloading any Content or other information from the Website. Where You are unsure You should ask a responsible grownup before accessing or downloading any such information or Content.
  13. You understand that you retain the rights to all work you upload to the site. We do not claim any ownership in any content generated by you and posted by you but you do grant us a worldwide, sub-licensable, perpetual, transferable, royalty-free licence to use that content in any way whatsoever, including without limitation, on the Website and related promotional activity.
  14. You understand and agree to the Privacy Policy.
  15. If You are unsure about what any of the above information means then please ask an adult, such as Your teacher, to explain it to You before You access the Website.

Terms and Conditions for Publishers

Application

  1. These terms and conditions (“Terms of Use”) apply to anyone (“You”) using the makewaves platform at www.makewav.es (the "Platform") which is owned by Radiowaves Schools Limited (Company No. 5774430) of Fifth Floor, Marshalls Mill, Marshalls Street, Leeds, LS11 9YJ ("we", "us" ).
  2. You acknowledge that by using the Platform and, where applicable, by purchasing any badges ("Badges") or consultancy services ("Consultancy Services") that you agree to be bound by and comply with these Terms of Use.
  3. We may change these Terms of Use at any time, and your continued use of the Platform shall be deemed to be the acceptance of such changed Terms of Use.

Definitions and interpretation

  1. "Content" means any material, whether of an audio or visual nature and including but not limited to words, photos, videos, audio recordings, and comments posted on, by or via the Platform;
  2. "Intellectual Property Rights" means all intellectual property rights including, without limitation, patents, registered designs and any rights to apply for the same copyright, design rights, database rights, rights in and to confidential information and know-how and any rights analogous to the same subsisting anywhere in the world at any time; and
  3. "User" means any individual using the Platform.

Your Obligations

  1. You warrant and undertake:
    1. to not use the Platform in any unlawful manner or in any manner that could disenable, damage or be otherwise harmful to the Platform;
    2. that you shall be solely responsible and liable for all Content you post to or via the Platform;
    3. to ensure that you make no Content available via the Platform which:
      1. is in any way offensive, harmful, inappropriate, threatening, fraudulent, defamatory, abusive, discriminatory, false, libellous, unreliable, misleading, harassing, intimidating, infringing, obscene or unlawful; or
      2. infringes any third party's rights including Intellectual Property Rights.
    4. to notify us if you become aware of any Content on the Platform posted by another User
    5. that you shall be solely responsible for creating any backup copies of any Content or material posted on the Platform; which is or could be considered to fall into the categories listed in condition 3.1(c);
    6. that all information provided by you to us is accurate and you will update such information when necessary; and
    7. that you agree to our Privacy Policy and Cookies Policy.

Disclaimer

  1. We give no warranty regarding the functionality of the Platform including without limitation that the Platform will be available on an uninterrupted or error free basis; that defects will be corrected; or that the Platform or the server that makes it available are free of viruses or anything else which may be harmful or destructive and no liability can be accepted in respect of losses or damages arising out of such. We recommend that you take all appropriate safeguards before downloading information or images from the Platform.
  2. The Platform is provided on an 'as is' basis and we do not make any representations or warranties as to the accuracy, completeness or suitability of the Platform or any Content for any purpose. Except as expressly set out in these Terms of Use, all warranties, conditions and other terms implied by statute or common law or otherwise are, to the fullest extent permitted by law, excluded.
  3. We shall not be responsible or liable in any way for any Content posted on or via the Platform by you, another User or by any third party.
  4. Where links to third party platforms form part of the Content, we shall not be responsible and accept no liability for the content of the linked platform or any link contained in a linked platform.
  5. We shall be entitled at any time to remove, either temporarily or permanently, any Content or other material from the Platform which we deem to constitute a breach of the Terms of Use.
  6. We accept no liability for verifying organisations or badges issued by organisations unless expressly stated on the public badge library and academies pages.
  7. We reserve the right to not accept badges that do not meet the verification requirements and we reserve the right to remove badges and academies without notice.

Purchase of Products

  1. Any order for Badges, Consultancy Services and/or a combination (each, a "Product") on our Platform is an invitation to accept offers for such Products and is not an offer to sell at the listed price nor is it binding on us. We are under no obligation to accept your order.
  2. We will acknowledge your order for a Product by e-mail at the time you place your order. We will then notify you within 2 working days of whether we have accepted your order and notify you of delivery dates where applicable.
  3. Any order (whether or not accepted) is subject to availability of the Product. If the Product becomes unavailable prior to delivery we will notify you and give you the choice of a refund or of purchasing an alternative Product.
  4. In the event a Product is listed at an incorrect price due to a typographical error, we will notify you of the correct price by e-mail and we will give you the choice of either purchasing the Product at the correct price or cancelling your order.
  5. If a delivery date for any Products have been agreed between you and us and you subsequently wish to re-arrange such date then you must notify us promptly in writing. Provided you notify us prior to one week before the agreed delivery date you shall be entitled to reschedule delivery of the Consultancy Services once but we reserve the right to charge a cancellation fee and invoice you for any non-refundable travel and accommodation costs incurred by us. Any further re-scheduling is at our discretion.
  6. We agree to provide the Products to you using reasonable skill and care.
  7. Any purchase or use of Badges may be subject to the terms and conditions of the issuing organisation that issues those badges. .
  8. Please note that the details and/or specification for the Products are subject to change without notice.

Prices and Payment

  1. Payment may be made by purchase order or via the Platform with a credit card.
  2. We shall not supply any Products until we receive payment.
  3. Where you pay for your order by purchase order, you may send such purchase order to us and upon receipt we will process it. To pay for your order with:
    1. an online purchase order you must enter your purchase order number into the relevant box during the online payment process or;
    2. a purchase order by email or mail:
      1. email your purchase order to hello@makewav.es
      2. mail your original purchase order to us at 5th Floor, Marshalls Mill, Marshall Street, Leeds LS11 9YJ.

Cancellation of contract by you

  1. You may cancel the order for the purchase of a Product at any time up to and including the seventh working day after the day on which you receive the email from us confirming, except where you have agreed that the Consultancy Services can commence. To cancel the order you must notify us in writing by email or post.

Intellectual Property

  1. You acknowledge that any and all Intellectual Property Rights in or relating to the Platform, any Content posted by us, and the Products belong solely to us and/or our licensors and shall remain entirely in such ownership, including without limitation any Intellectual Property Rights in the Platform, design, text, graphics and all software and source codes connected with the Platform. Nothing said or done by either party shall constitute the transfer of any such rights.
  2. You acknowledge and agree that you shall not at any time use any of our or our licensors' trade marks, whether registered or unregistered and including without limitation trade names, graphics and/or logo(s), without prior written consent.
  3. We do not warrant that use of the Platform and/or any Content does not infringe any third party's Intellectual Property Rights or other proprietary rights. In the event that the normal operation, possession or use of the Platform by you infringes the Intellectual Property Rights of any third party you shall notify us immediately upon becoming aware of the same.
  4. You hereby grant us an irrevocable, worldwide licence to use any Badges created by or awarded to You for marketing purposes.

Liability

  1. Except as expressly set out in these Terms of Use, all warranties, conditions and other terms implied by statute or common law or otherwise are, to the fullest extent permitted by law, excluded.
  2. Nothing in these Terms of Use limit or exclude our liability for death or personal injury resulting from our negligence; or for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by us, or for any liability which cannot be limited as a matter of law.
  3. Subject to 9.2, in respect of any cause of action (including an action for negligence) arising out of or in connection with any Product purchased from the Platform, our entire liability shall be limited, to the extent that the cause of action relates to the items purchased on our Platform to (at our option):
    1. where applicable, re-performing the Consultancy Services; or
    2. refunding the amount paid by you in respect of the Product purchased.
  4. You agree to indemnify us and keep us indemnified in full against all liability, costs, claims, damages and expenses incurred by or awarded against us that arise directly or indirectly from your failure to comply with these Terms of Use.

General provisions

  1. Each provision of the Terms of Use is severable and distinct from the others and if any provision is or at any time becomes to any extent or in any circumstances invalid, illegal or unenforceable for any reason, it shall to that extent or in those circumstances be deemed not to form part of the Terms of Use, but the validity, legality and enforceability of all other provisions shall not otherwise be affected or impaired, it being the Parties' intention that every provision of the Contract shall be and remain valid and enforceable to the fullest extent permitted by law.
  2. Each party warrants to the other that it does not rely on any statement, representation, assurance, promise or warranty of any person (whether a party to the Terms of Use or not) other than as expressly set out in the Terms of Use. Neither party excludes its liability for fraudulent misrepresentation.
  3. You shall not assign, transfer or sub-contract any of your rights, benefits or obligations under these Terms of Use without obtaining our prior written consent.
  4. No third party shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms contained in these Terms of U+e.
  5. These Terms of Use shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.

Privacy Policy

This policy sets out the ways in which we may collect and use your personal information.

For the purpose of the Data Protection Act 1998 (DPA), the data controller is Radiowaves Schools Limited (we or our or us). We are a company limited by shares (Reg. No 5774430) and our registered office is at Fifth Floor, Marshalls Mill, Marshalls Street, Leeds, LS11 9YJ.

What information do we collect?

We may collect and process the following information about you:

  • information that you provide to us via one of our websites, including www.openbadgeacademy.com and www.makewav.es (Sites). For example, the information you provide if you register on a Site, request information, or purchase goods or services via the Sites;
  • any badges issued to or by you; and
  • if you contact us, we may keep a record of that correspondence.

What do we use personal information for?

We may use the information we hold about you in the following ways:

  • to send newsletters and/or notifications to you;
  • to contact you to request your permission to feature you in case studies and use your badges on our marketing materials (we will not use your personal information on our marketing materials without your prior consent)
  • to provide you with information about our products, services, and upcoming events;
  • to notify you about any important information about, or changes to, our products and services
  • to provide you with products and services requested by you; and
  • if it is reasonably necessary to contact you for any reason relating to the provision of products or services to you.

Disclosure of your personal information

We will not sell or license your personal information to any third party. We may disclose your personal information:

  • to any member of the City & Guilds Group (which includes The City and Guilds of London Institute, City and Guilds Kineo Limited and The Oxford Group Consulting and Training Limited);
  • to contractors engaged by us to provide services on our behalf;
  • to your education provider or badge issuer (as the case may b+);
  • to other badge issuers registered on our website
  • to ensure compliance with our Terms and Conditions;
  • in order to provide you with any products or services you have purchased or requested; and/or
  • if we are under a duty to disclose or share your personaldata in order to comply with any legal obligation to do so.

If our business is sold or integrated with another business your details may be disclosed to our advisers and any prospective purchasers and their advisers and will be passed on to the new owners of the business.

Where do we store personal data?

All personal information provided to us is either stored on our secure servers located in the EEA, or on the secure servers of sub-contractors that we have engaged to provide services on our behalf.

Please be aware that the transmission of information via the internet is never completely secure. Although we will do our best to protect your personal information, we cannot guarantee the security of information transmitted to or from our site.

We will not transfer your personal information to countries outside of the European Economic Area that do not have adequate data security law.

Unsubscribing

You may unsubscribe from marketing communications at any time by using the ‘unsubscribe’ functionality at the foot of any marketing communications sent to you or by contacting us at hello@openbadgeacademy.com or hello@makewav.es (depending on the platform you use).

Corrections

We will correct any inaccuracies to the personal information we hold about you on request. Please contact hello@openbadgeacademy.com or hello@makewav.es (depending on the platform you use).

Links from our site

The Sites may contain links to the websites of our partners, affiliates, or other third party organisations. If you follow a link to a third party website, we recommend that you review the privacy policy of the third party website before submitting any personal information via that website.

Access to information

You have the right to request a copy of the information we hold about you at any time by contacting us at hello@openbadgeacademy.com or hello@makewav.es (depending on the platform you use). We may charge a fee of £10 to meet our costs in providing you with details of the information we hold about you.

Changes to our privacy policy

Any changes we may make to this policy in the future will be posted on this page and, where appropriate, notified to you by e-mail.

Contact us

Questions, comments and requests regarding this policy can be sent to hello@openbadgeacademy.com or hello@makewav.es (depending on the platform you use).


Radiowaves Schools Ltd Subscription Agreement

Radiowaves Schools Ltd a company limited by shares (Company No. 5303626) whose registered office is at Fifth Floor, Marshalls Mill, Marshalls Street, Leeds, LS11 9YJ (“Supplier”)

WHEREAS

(a) The Supplier offers a range of design, consultancy and platform services to enable education providers, employers and professional bodies to issue their own trusted credentials.

(b) The Supplier has agreed to provide the Service to the Client subject to the terms and conditions of this Agreement.

GENERAL TERMS

Definitions and Interpretation

  1. In this Agreement except where the context otherwise requires the following words and expressions shall have the following meanings:
    Additional Services means the services described as such in the Proposal;
    Agreement means this agreement, consisting of, the General Terms and any document referred to therein, including the Proposal if applicable;
    Associated Company means a company which is a subsidiary, a holding company or ultimate holding company of a Party, or any company which is a subsidiary of any such subsidiary, holding company or ultimate holding company. “Subsidiary” and “holding company” shall have the meanings ascribed to them in section 1159 Companies Act 2006 and “company” shall include any body corporate;
    Authorised Users means the Client's students, employers of students (where applicable), staff and verifiers who are authorised by the Client to use the Service;
    Client means the company or organisation using the Services;
    Client Data means all data inputted by the Client, the Authorised Users and the Supplier on the Client’s behalf for the purpose of using the Service or facilitating the Client’s use of the Service;
    Commencement Date means the date on which the Client begins using the Service;
    Confidential Information means the Proposal and any other information, know-how or data belonging to either Party and/or its Associated Companies relating to its business which is communicated in any form which is marked as confidential or might reasonably be considered to be confidential in nature including, any kind of commercial or technical information, business, financial and marketing information, computer Platform and know-how;
    Fees means the fees specified in the Proposal if applicable or as set out at https://www.makewav.es/packages or;
    Go Live Date means the date on which the Client has access to any bespoke features of the Platform;
    Initial Subscription Term means the period specified in the Proposal if applicable or as set out at https://www.makewav.es/packages commencing on Commencement Date;
    Intellectual Property Rights means all rights in and to inventions (whether patentable or not), patents, designs (both registered or unregistered), copyright, database rights, rights in computer software, trade and service marks (both registered and unregistered) and any other intellectual property right or sui generis rights, together with all rights to the grant of and applications for the same and the right to issue proceedings for passing off, and including all similar or analogous rights throughout the world and all future rights of such nature;
    Party or Parties means the Client and the Supplier individually or together as applicable;
    Platform means the online platform applications provided by the Supplier as part of the Service;
    Privacy Policy means the policy described as such available via the Platform as updated from time to time;
    Proposal means the document described as such provided to the Client by the Supplier;
    Renewal Term Each successive period for which the Agreement is renewed, such period of time to be equal to the Initial Subscription Term;
    Service means the services described in the Proposal if applicable, or as set out at https://www.makewav.es/packages ;
    Subscription Term means the Initial Subscription Term and the Renewal Terms together (as applicable); and
    Terms of Use means the terms described as such available via the Platform as updated from time to time.
  2. Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement and, unless otherwise stated, references in this Agreement to clauses and schedules are clauses and schedules of this Agreement.
  3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). Words in the singular shall include the plural and vice versa.
  4. References to each Party herein include references to its successors in title, permitted assignees and novatees.
  5. In this Agreement, including means including but not limited to, or without limitation.
  6. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
  7. If there is any conflict or inconsistency between the Proposal, the General Terms and any other part of this Agreement, the General Terms shall prevail.

Service Subscription

  1. The Supplier hereby grants the Client, subject to the terms of this Agreement, a non-exclusive and non-transferable right to permit the Authorised Users to use the Platform during the Subscription Term.
  2. The Supplier shall use commercially reasonable endeavours to make the Platform available 24 hours a day, seven days a week, except for:
    1. planned monthly maintenance; and
    2. unscheduled maintenance performed outside working hours (being from 9am to 5pm on a day that is not a Bank Holiday in England).
  3. In relation to the Authorised Users, the Client undertakes and procures that:
    1. the maximum number of Authorised Users shall not exceed any limit specified at in https://www.makewav.es/packages or in the Proposal;
    2. each Authorised User will keep a secure password for the use of the Platform;
    3. each Authorised User will keep their username and password confidential and not permit any third party and/or unauthorised person to use the Platform in any way whatsoever;
    4. all Authorised Users use the Platform in accordance with the Terms of Use and shall be responsible for any Authorised User's breach thereof; and
    5. no Authorised User will make any alteration to or modification of the whole or any part of the Platform nor permit the Platform or any part thereof to be combined with or become incorporated in any other programs, nor decompile or disassemble the object code version of the Platform nor attempt to do any of such things.
  4. If the number of Authorised Users exceeds the number allowed, then without prejudice to the Supplier’s other rights, the Supplier may charge, and the Client will pay an amount equal to such underpayment as calculated in accordance with the then current prices for the Service which allow for that number of Authorised Users.
  5. The Client shall:
    1. use the Service only in accordance with this Agreement and the Terms of Use;
    2. keep full secure copies of all Client Data; and
    3. use reasonable endeavours to prevent any unauthorised access to, or use of the Services and, in the event of any such unauthorised access or use, promptly notify the Supplier in writing.
  6. The Client agrees that it will not:
    1. make any alteration to or modification of the whole or any part of the Platform nor permit the Platform, or any part thereof, to be combined with or become incorporated in any other programs, nor decompile or disassemble the object code version of the Platform nor attempt to do any of such things;
    2. except to the extent permitted by this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of the Platform in any form or by any means;
    3. access the Platform in order to build a product or service which competes with the Service; and
    4. allow any person other than the Authorised Users access to the Platform.
  7. If the Client shall fail to comply with any of the provisions set out in clauses 2.5 and 2.6, then the Supplier may suspend the provision of the Service until such failure has been remedied (if it is capable of remedy).
  8. In the case of material, repeated or persistent breach of any of the provisions set out in clauses 2.5 and 2.6, the Supplier may terminate this Agreement immediately by written notice (if such breach is incapable of remedy) or by serving 30 days’ written notice to terminate this Agreement.

Additional Services

  1. The Client may request and the Supplier may provide Additional Services as requested and agreed between the Parties. The cost of such Additional Services will be notified to the Client at the time of their request. For the avoidance of doubt there is no obligation to provide the Services until agreed between the Parties.
  2. If the Client requests the Supplier to process payment on its behalf, the Services Provider will be entitled to charge reasonable administration charges.

Intellectual Property Rights

  1. All Intellectual Property Rights in the Platform and the Service shall remain at all times the property of the Supplier and the Client shall acquire no rights in any such material except as expressly provided in this Agreement.
  2. The Client confirms that it has no right to have access to any unique platform of the Supplier in source code form or in unlocked coding or with comments.

Client Data

  1. The Client shall own all rights in and to all of the Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data.
  2. The Supplier shall ensure it holds Client Data in accordance with the Privacy Policy. In the event of any loss or damage to Client Data, the Client's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by the Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party.
  3. Notwithstanding clause 5.2 above, the Client acknowledges and agrees that it is the Client’s sole responsibility to ensure it retains a copy of the Client Data on termination of this Agreement.
  4. If the Supplier processes any personal data on the Client's behalf when performing its obligations under this Agreement, the Parties record their intention that the Client shall be the data controller and the Supplier shall be a data processor and in any such case:
    1. the Client acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Client and the Authorised Users are located in order to carry out the Service and the Supplier's other obligations under this Agreement;
    2. the Client shall ensure that it is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this Agreement on the Client's behalf;
    3. the Client shall ensure that the Authorised Users have been informed of, and have given their consent to, such use, processing, and transfer as required by the Client and all applicable data protection legislation;
    4. the Supplier shall process the personal data only in accordance with the terms of this Agreement, the Data Protection Act 1998 and the instructions of the Client; and
    5. each Party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

Confidentiality

  1. Each Party may be given access to Confidential Information of the other Party in order to perform its obligations under this Agreement. A Party's Confidential Information shall not be deemed to include information that:
    1. is or becomes publicly known other than through any act or omission of the receiving Party;
    2. was in the receiving Party's lawful possession before the disclosure;
    3. is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;
    4. is independently developed by the receiving Party, which independent development can be shown by written evidence; or
    5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
  2. Each Party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the performance of this Agreement.
  3. Each Party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
  4. Neither Party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
  5. The Client acknowledges that details of the Service, and the results of any performance tests of the Platform, constitute the Supplier's Confidential Information.
  6. This clause 6 shall survive termination of this Agreement, however arising.

Fees

  1. In consideration of the Supplier performing its obligations under this Agreement, the Client shall pay the Supplier;
    1. the Licence Fee if applicable on commencement of this Agreement;
    2. the Licence Fee for any Renewal Term within 30 days of the commencement of the Renewal Term if applicable; and
    3. any other Fees and any fees and expenses for Additional Services during the Subscription Term as set out in the Proposal or at https://www.makewav.es/packages.
  2. If, for whatever reason, this Agreement is terminated before the Go Live Date, the Supplier shall be entitled to recover, and the Client will pay, the costs for the work (on a time and materials basis) already undertaken by the Supplier to configure the Service for the Client.
  3. The Supplier may increase the Fees annually after the expiry of the Initial Subscription Term provided that at least 60 days’ written notice of such increase is provided to the Client.
  4. All charges in this Agreement are unless otherwise stated exclusive of value added tax which shall be added to invoices at the applicable rate and paid by the Client.
  5. If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier:
    1. the Supplier may, without liability to the Client or its Authorised Users, suspend the Client and/or its Authorised Users' passwords, accounts and access to all or part of the Service for the period of non-payment and the Supplier shall be under no obligation to provide any or all of the Service while the invoice(s) concerned remain unpaid; and/or
    2. interest shall accrue on such due amounts at an annual rate equal to 2% over the then current base lending rate of the Bank of Scotland at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
  6. If the Client terminates this Agreement before the end of the Initial Subscription Term or Renewal Term the Annual Licence Fee for that Initial Subscription Term or Renewal Term will not be refunded.

Compliance

  1. Both Parties shall (1) comply with the Bribery Act 2010 (the “Act”), (2) not do, or omit to do, any act that will cause or lead the other Party to be in breach of the Act and (3) promptly report to the other Party any request or demand for any undue financial or other advantage of any kind received in connection with the performance of this Agreement.

Liability

  1. The Platform is provided "as is" without warranty of any kind, either express or implied. The Supplier excludes any warranty and term or condition not expressly set out in this Agreement, or in the Terms of Use, including without limitation any warranty for information, data, services, uninterrupted access, or products provided through or in connection with the Service.
  2. Except as expressly and specifically provided in this Agreement, to the maximum extent permitted by applicable law the Supplier disclaims and excludes any and all implied warranties, terms and conditions, including, but not limited to: (i) any warranties, terms and conditions concerning the availability, accuracy, usefulness, or content of information, products, or Service; and (ii) any warranties, terms and conditions of title, warranty of non-infringement, warranties of merchantability, satisfactory quality or fitness for a particular purpose in all cases whether implied by statute, custom or otherwise. This disclaimer applies to any action, proceeding, claim, damage, loss, cost or expense ("Loss") caused by or arising from any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorised access to, alteration of, or use of record, whether for breach of contract, tortious or negligence, or under any other cause of action.
  3. The Supplier shall not be liable for any failure to perform any obligation caused by any event beyond its reasonable control.
  4. Nothing in this Agreement shall exclude or restrict the Supplier's liability for fraudulent misrepresentation, death or personal injury resulting from the negligence of the Supplier or of its employees while acting in the course of their employment.
  5. Notwithstanding anything else in this Agreement, the Supplier's liability to the Client in contract, tort (including negligence), misrepresentation or otherwise arising out of or in connection with the, Service, the provision of any other services provided in relation to the Service, or other performance or non-performance of the Supplier's obligations under this Agreement shall, subject to clause 9.4:
    1. be limited to the aggregate of all sums paid by the Client under this Agreement for the preceding twelve months in respect of any one incident or any series of incidents arising from a single fault; and
    2. not extend to any loss of profits, loss of revenue, business, goodwill, contracts, anticipated savings or for any special, indirect or consequential loss whatsoever, whether sustained by the Client or any other person.

Term and Termination

  1. This Agreement shall, unless otherwise terminated as provided in this clause 10 commence on the Commencement Date and shall continue for the Initial Subscription Term and, thereafter, each Renewal Term unless the Client serves written notice to the Supplier not later than 30 days after the end of the Initial Subscription Term or any Renewal Term, in which case this Agreement shall terminate either on the expiry of the Initial Subscription Term or Renewal Term (if notice is given before the date of expiry), or with immediate effect from receipt of the notice (if after expiry).
  2. The Supplier may terminate this Agreement by serving not less than 90 days’ prior written notice on the Client.
  3. Either Party may (without prejudice to its other rights) terminate this Agreement at any time forthwith by notice in writing to the other if:
    1. a voluntary agreement is approved, or an administration order is made, or a receiver is appointed over any of the other Party's assets or an undertaking or a resolution or petition to wind up the other Party is passed or presented (other than for the purposes of amalgamation or reconstruction) or if any circumstances arise which entitle the court or a creditor to appoint a receiver or administrator or to present a winding-up petition or make a winding-up order; or
    2. the other Party defaults in due performance or observance of any of its obligations hereunder and (in the case of a remediable breach) fails to remedy the breach within 30 days of receipt of a notice so to do.
  4. The Supplier may also terminate this Agreement by written notice with immediate effect if the Client (or any Authorised User) commits a serious and/or persistent breach by of the Terms of Use.
  5. Termination of this Agreement, for any reason, shall be without prejudice to the rights and liabilities of either Party which may have accrued on or at any time up to the date of termination.
  6. On termination of this Agreement by the Client, the Client will not be able to access the Platform to earn and issue badges, however the accounts of Authorised Users will remain active for as long as it is practicable for the Supplier to maintain the platform to enable Authorised Users to access any badges they have achieved.

General

  1. Other than provided for in this Agreement, the Client is not entitled to assign or sub-licence to any third party any of its rights or obligations under this Agreement without the Supplier's prior written consent. The Supplier shall be entitled to assign or sub-contract its rights and obligations under this Agreement to any of its Associated Companies.
  2. If any part, term or provision of this Agreement be held illegal or unenforceable the validity or enforceability of the remainder of this Agreement shall not be affected.
  3. A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms and conditions of this Agreement.
  4. This Agreement supersedes and cancels all previous agreements and working arrangements whether oral or written, express or implied between the Parties in respect of or in connection with the matters referred to in this Agreement.
  5. Nothing in this Agreement shall be construed as establishing or implying any partnership, joint venture, or any relationship of employment or of principal and agent, between the Parties and the Client shall not, without the prior consent of the Supplier, hold itself (herself or himself) out as in any way authorised to bind the Supplier.
  6. No waiver of any term or condition of this Agreement shall be effective unless made in writing and signed by the Party against which enforcement of the waiver is sought. The waiver of any breach of any term or any condition of this Agreement shall not be construed as a waiver of any subsequent breach of a term or condition of the same or a different nature.
  7. The Supplier may on 30 days’ written notice to the Client amend this Agreement and the amendments shall become final and binding on the Parties unless, during that 30 days’ notice period, the Client objects to the proposed amendments, in which case the Client may serve 30 days’ written notice to terminate on the Supplier.
  8. Any notice to be given under this Agreement shall either be delivered personally, by first class recorded delivery post or by electronic mail. The address for service of either Party shall be the address stated above or any other address for service previously notified to the other Party and shall be deemed to have been srved as follows:
    1. if personally delivered, at the time of delivery; and
    2. if posted, at the expiration of 48 hours after the envelope containing the same was delivered into the custody of the postal authorities; and
    3. if delivered by electronic mail, on the date of delivery to a server accessible by the recipient and provided that on the same day the sender delivers the original signed notice to the recipient personally or dispatches it to the recipient by first class post or commercial courier

      In proving such service it shall be sufficient to prove that personal delivery was made, or that the envelope containing such notice was properly addressed and posted as a prepaid first class recorded delivery letter as the case may be.
  9. This Agreement shall be governed by and construed in accordance with the law of England and Wales and the Parties hereto prorogate and submit to the non-exclusive jurisdiction of the English Courts.

Contact Us

If you have any comments or queries in connection with our Privacy Policy, please email hello@makewav.es or write to Radiowaves Schools Limited (Company No. 5774430) of 5th Floor, Marshalls Mill, Marshall Street, Leeds LS11 9YJ

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