Access or use of the Website and/or Service for which you seek registration constitutes acceptance of these terms and conditions (“Terms and Conditions
”). If you do not agree to abide by the Terms and Conditions, please do not register for or otherwise access or use this Website or Services.
We may suspend or terminate your access to the Website with immediate effect if you do not comply with these terms.
- Application of Terms and Conditions
1.1 These Terms and Conditions set out the agreement between you and Pearson Australia Group Pty Ltd (“Pearson”, “we”, “us”) and any of its affiliates or subsidiaries during the term of this agreement, in relation to your licence or subscription to products or services you ordered (“Services”) hosted on the Pearson Places website (“the Website”). The Website hosts digital assets and services available through the internet that require end user registration. These Terms and Conditions refer to all digital assets, including software, products, e-books, applications or other services offered in connection with the Website.
1.2 The Services may be purchased for your own use or if you are purchasing for multiple end users (“End Users”), for use in your school, tuition centre, or the educational institutions in your local (education) authority (“Institution”).
1.3 These Terms and Conditions shall govern and be incorporated into every agreement between us and are in addition to any terms or conditions contained or referred to in any correspondence, order, documentation submitted by you elsewhere or implied by custom, practice or course of dealing. Any terms and conditions which are specific to any Services shall sit alongside these Terms and Conditions. To the extent there is any conflict, these Terms and Conditions shall prevail.
- End Users
2.1 Access to one or more of the Services on the Website was purchased either by you or for you by a parent/guardian or Institution. We will be referring to every person for whom you bought access as an End User. If you bought access on behalf of an Institution, End Users will refer to the teachers, members of staff and contractors, pupils and their parents/guardians and such other individuals as may be appropriate from time to time, for whom you have purchased access.
2.2 You will be responsible for administering password access by your End Users to the Services in accordance with our guidelines, including appropriate access being given to different types of End Users such as pupils and teachers. Whether you have bought individual End User licences or a site licence with a size band, you have purchased access to our Services for a maximum number of End Users only and may not exceed that number. If you wish to increase this number, the purchase of additional End Users licences/subscriptions may be possible for some products (but not others) in any case, you may not allow access by more End Users without purchasing additional licences/subscriptions where available.
2.3 End Users may access those Services during the period of time for which access was purchased for the End User. When the agreement (or, where someone else such as an Institution bought access for you, the agreement with them) ends, you may no longer access these Services.
- Service Access
3.1 We will issue you with an ID and password(s), access code, barcode or other mechanism to enable you to access the Services via the Website.
3.2 When accessing Services for the first time you or your Institution may be required to register a user account. Once you or your Institution have created your user account, you or your Institution will be asked to enter the access code supplied.
3.3 If an Institution bought access for you, you must only use the Services on the Website according to the rules and guidelines determined by your Institution.
3.4 You are responsible for all hardware, software, network availability and Internet connectivity required to use the Services. We will provide you on request with a specification of the connectivity, server, other hardware and software required to access and use the Services.
3.5 The Website hosts all content and products relevant to the Services that were purchased for you and except where the Website expressly allows you to download or copy content, all downloading or copying of content, or making it available elsewhere is prohibited.
3.6 You must provide Pearson with accurate and complete information when you place your order. It is your responsibility to update Pearson of any changes to that information by emailing email@example.com
- Use of the Services
4.1 Pearson grants a limited licence to all users of the Website that is non-exclusive, personal, and non-transferable and may not be sublicensed, for the term of your agreement, to retrieve and display the Materials delivered as part of the Services on a computer screen or other devices, to use, display and when such functions are available on the Website, reformat, download, and print Materials obtained through the Website, and to allow access only by you, or if you are purchasing for multiple End Users, to all End Users for whom you purchased access, solely for their own personal, non-commercial, educational purposes.
4.2 When you use the Services, you shall comply with these Terms and Conditions.
4.3 If you are purchasing for multiple End Users, for example on behalf of an Institution, you shall ensure that all your End Users comply with these Terms and Conditions. You are responsible for preventing unauthorised use of the Services by your End Users.
4.4 If we believe or have reasonable grounds to suspect that the Services are being used by you or your End Users in any way which is not permitted in these Terms and Conditions, we may suspend your and your End Users’ use of the Services and block access from your ID (this will not affect any other legal rights which we may also have under this agreement or otherwise) and we may choose to terminate your use with immediate effect. We will not refund your any fees in that case.
4.5 Login credentials (username and password) may not be shared with others or otherwise disclosed to unauthorized third parties for any purpose whatsoever.
4.6 Please note that your use of each product provided as part of the Services may be monitored for system performance, to ensure compliance with these Terms and Conditions and as otherwise reasonably required to operate the products and for anonymous research.
- Intellectual Property Rights
5.1 You expressly acknowledge and agree that:
a) the Website contains content, information, text, software, photos, video, graphics, music, sounds and other material ("Materials") that are protected by copyrights, trademarks, trade secrets, patents or other proprietary rights ("Intellectual Property Rights");
b) all right, title and interest in and to these Materials and Intellectual Property Rights belong solely and exclusively to Pearson or its licensors, rights in the Materials are licensed (not sold) to you, and you have no rights in, or to, the Materials other than the right to use them in accordance with these Terms and Conditions; and
c) these Intellectual Property Rights are valid and protected in all forms, media and technologies existing now or developed later.
5.2 The Materials may contain content owned by third parties which is licensed to Pearson (“Third Party Content”) which will be marked with the copyright notice of those third parties. Some of the Third Party Content will be subject to additional restrictions - the relevant copyright notice will make it clear where that is the case. You are responsible for ensuring that all your End Users comply with such restrictions.
5.3 The Services may contain software owned by third parties which is made available as “plug-ins”, for download in order to allow End Users the ability to view Materials (“Third Party Software”). The use of the Third Party Software by you and your End Users is governed by the terms of any licence agreement that may accompany or be included with that Third Party Software. You appoint us as your agent to accept the terms of such licences on your behalf. You are responsible for ensuring that End Users comply with such licence agreements.
5.4 You acknowledge that on occasion we may need to remove certain parts of the Materials for legal or commercial reasons (for example, if our licence to use Third Party Content or Third Party Software expires or terminates for any reason) and where we require your assistance to affect such removal, you will on receipt of a notice from us immediately remove any part of the Materials in accordance with our instructions. In the event that you have not removed such content within 24 hours despite our notice, you will indemnify us against all costs, claims and expenses resulting from such non-removal.
5.5 You acknowledge that all brands, logos and product names used on the Services are trade marks and that you may not use them without our prior written permission.
- Permitted Use of the Materials
6.1 You may, on an occasional and irregular basis, include insubstantial portions of Materials from the Website in memoranda, reports and presentations, and then only to the extent that such use is for educational purposes and of a non-commercial nature, does not otherwise diminish the pedagogical or commercial value of the Materials, and is otherwise permissible as "fair use", “fair dealing” or its equivalent under applicable copyright and intellectual property law. In each such instance, you must include proximate to any excerpted Materials all copyright, trademark and other notices from the Website (whether or not included in the particular Materials used), and appropriate source attribution to Pearson and its licensors.
- Prohibited use of the Materials
7.1 Except as you may be expressly permitted by these Terms and Conditions or pursuant to express written permission obtained from Pearson, you may not:
a) use, reproduce, deal with, modify, adapt, the whole or any part of the Materials or any product or content;
b)redistribute the products, services and content on the parts of the Website requiring registration, except as facilitated by the Website or Services;
c) reverse engineer, decompile or disassemble the whole or any part of the Services;
d) sub-licence, assign, transfer, loan, sell, lease, rent, charge or otherwise deal in or encumber the Materials or any content or make available to a third party;
e) download any Materials either in part or in its entirety, except as permitted/facilitated by the product concerned;
f) remove any copyright, trademark or other notices on any product;
g) use the Website to transmit any chain letters, spam or junk email;
h) interfere with or disrupt the Website, any product or any servers or networks connected to it or introduce any viruses or other harmful properties into it or to any other users;
i) disclose your password to anyone or permit anyone else to use your password; and
j) reproduce any content, illustrations, charts, photographs, outlines, extensive text excerpts, chapters, or e-books included in the Materials for any use outside of the class with which the Website is being used.
- Prohibited use of the Website
8.1 You agree not to use the Website to:
a) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; including using another person’s login credentials;
b) upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "Spam," "chain letters," "pyramid schemes," or any other form solicitation;
c) use or attempt to use any "deep-link," "scraper," "robot," "bot," "spider," "data mining," "computer code" or any other automated device, program, tool, algorithm, process or methodology or manual process having similar processes or functionality, to access, acquire, copy, or monitor any portion of the Website, any data or content found on or accessed through the Website or any other Materials without the prior express written consent of Pearson;
d) obtain or attempt to obtain through any means any Materials, End User Content, or any other data, content, software or code available on or through the Website (“Website Content”) that have not been intentionally made publicly available either by their public display on the Website or through their accessibility by a visible link on the Website;
e) violate the security of the Website or attempt to gain unauthorized access to the Website, Website Content, or computer systems or networks connected to any Services of the Website through hacking, password mining or any other means;
f) interfere or attempt to interfere with the proper working of the Website or any activities conducted on or through the Website, including accessing any Website Content prior to the time that it is intended to be available to the public on the Website:
g) interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website; or
h) violate any applicable local, state, national or international law or the academic rules or other policies of your Institution or other sponsoring organization.
- End User Content submission
9.1 The Website may provide functionalities for users to upload or post comments, ideas, articles, information, data, text, software, music, sound, photographs, graphics, video, messages, and other materials or submissions ("End User Content"). You should only post End User Content that is your own original work or for which you have otherwise obtained the necessary right or permission to publicly broadcast.
9.2 The Services may have a functionality that allows certain End Users to choose to share either with other End Users of their Institution or other institutions either in the same regional area or to all our customers and their respective End Users.
9.3 You agree not to upload, post, email or otherwise transmit any End User Content that:
a) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, indecent, offensive, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
b) You do not have a right to transmit under any law or under contractual or fiduciary relationship (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); or
c) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party.
9.4 By posting End User Content, you grant Pearson a perpetual license to host, transmit, use and distribute such End User Content for the purposes for which it is posted. You acknowledge and agree that Pearson reserves the right to preserve End User Content:
a) for the longer of either the end of the relevant semester or other registration period for the relevant course or for as long as the end user maintains an account with Pearson, and for a reasonable time thereafter in either event;
b)indefinitely in the event of a potential violation of these terms or dispute pertaining to End User Content, the Website and/or the end user’s account.
9.5 In the case of End User Content embodied in your performance of educational assignments and assessments, Pearson further reserves the right to host, transmit, use and distribute such content without reference to your personal information indefinitely for the limited purposes of product development and educational research.
9.6 If you upload content to the Website, the ways in which you can interact with the content are determined by the functionalities generally available on the Website. You/your End Users retain all other rights in your content and are free to use it in any way you please except that the copies uploaded to the Website/products can only be used within the parameters of the functionalities available on the Website and these Terms and Conditions.
- Changes to the Materials and/or Services
10.1 Pearson is continually seeking to improve the Services. Pearson reserves the right, at its discretion, to make changes to any part of the Materials or Services, provided that it does not materially reduce the content or functionality of the relevant part of the Services.
10.2 We may, at our discretion and at any time, make changes to the Website or any products on it or any part of either of them. We will ensure that these changes do not materially decrease the functionality or content of products for which you or the Institution has purchased access for you. But if we make a change which in our view materially decreases its content or functionality, we will notify you (if you purchased access yourself) or the Institution of this.
10.3 We may replace any of the Services with another product and migrate you to the new product according to the terms we have agreed with you if you purchase directly from us or with your Institution if they purchased access.
- Availability of the Website and the Materials
Pearson may at any time, with or without notice to you, restrict the use and accessibility of the Website as well as limit the duration and amount of use made of the Website. Other than periodic restrictions for the purposes of routine maintenance, such restrictions are typically only made in extraordinary circumstances which are beyond Pearson’s control. Pearson may change or discontinue any portion, feature, or content of the Website at any time with or without notice to you; however, Pearson will make reasonable efforts to provide End Users notice of significant changes to the Website when feasible and provide alternative materials if substantial portions of the Website are removed.
- Termination of Access
12.1 Your agreement commences on the date we accept your order and continues for a period of 12 months from that date or, such other period of time indicated on the product (“licence period”).
12.2 If you have purchased an annual subscription or licence service, the agreement may automatically renew in accordance with the specific terms and conditions you agree for that product or service.
12.3 Either of us may terminate the agreement by notifying the other in writing if the other materially breaches any of the terms of the agreement and fails to remedy that breach (if capable of remedy) within 14 days of the notice of the breach.
12.4 We may terminate the agreement immediately if we believe or if we have reason to believe that there is a breach of security or if you or your End Users fail to comply with these Terms and Conditions.
12.5 We may terminate your agreement on giving you 30 calendar days’ notice (or less where we have an urgent business need) if we discontinue the Services. In that event, we may offer you a pro rata refund for any remaining subscription period or a replacement product.
12.6 On termination of your agreement your licence to use the Services will terminate. You will delete all Materials you may have downloaded from all servers or devices you may have downloaded it to.
- Our Liability
13.1 To the maximum extent permitted by law and save for the express written terms in these Terms and Conditions, all other express or implied terms, conditions, warranties, statements, assurances and representations in relation to the Services or the use of the Website or arising from these Terms and Conditions are expressly excluded. If any of the exclusions or limitations set out in this clause are declared illegal or void or if there has been a breach of a term, condition, warranty, statement or assurance which cannot be excluded by this agreement, then, to the extent permitted by law, our entire liability and your exclusive remedy is limited to, at our discretion, the replacement of the Services or the supply of equivalent Services or the cancellation of the Services.
13.2 To the maximum extent permitted by law our liability for losses you suffer as a result of us breaking this agreement is strictly limited to the purchase price of the Services you purchased and any losses which are a foreseeable consequence of us breaking the agreement. Losses are foreseeable where they could be contemplated by you and us at the time your order is accepted by us.
13.3 We are not responsible for indirect losses (even if we are aware of the possibility of such loss or if such loss was otherwise foreseeable) however caused and on any theory of liability, including without limitation, contract or tort (including negligence or otherwise) arising during and/or as a result of our performance or non-performance of this agreement, such indirect losses including but not limited to: (a) loss of income or revenue (b) loss of business or business interruption (c) loss of profits or contracts (d) loss of anticipated savings (e) loss of data , or (f) waste of management or office time however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable; provided that this clause 13.3 shall not prevent claims for loss of or damage to your tangible property that fall within the terms of clause 13 or clause 13.2 or any other claims for direct financial loss that are not excluded by any of categories (a) to (f) above.
13.4 Where you buy any Services from a third party seller through our site, the seller's individual liability will be set out in the seller's terms and conditions.
14.1 Each party agree to keep all commercial, financial or other confidential information obtained from the other in connection with the Services confidential. Each party will only disclose the confidential information to those of its employees, and sub-contractors (or, in the case of the Pearson, to its affiliate companies) who need to know it for the purposes of these Terms and Conditions and shall use all reasonable endeavours to procure that those employees, agents and sub-contractors abide by such restrictions.
14.2 The obligations of confidentiality set out above shall not apply to any information which a party can show:
a) at the time of its acquisition was in, or at a later date has come into, the public domain, other than as a result of a breach of its confidentiality obligations; or
b) is obliged to disclose by applicable law, court order or rules of a stock exchange provided that it gives the other party sufficient notice in advance of such disclosure to take action against the order.
15.3 Where you purchase for multiple End Users eg on behalf of an Institution:
16.1 This agreement is governed by the laws applicable in the State of Victoria. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Victoria.
16.2 Your non-compliance with these Terms and Conditions may result in our suspension or termination of your access or where Institution purchased the access for you, it may result in the suspension or termination of access by your Institution’s access to the Website and any Services.
16.3 If any part of any provision of these Terms and Conditions is held invalid, the remaining parts of the provision and all other provisions shall continue in effect to the fullest extent permitted by applicable law.
16.4 We will not be responsible for any breach of these Terms and Conditions by Pearson caused by circumstances beyond our reasonable control.
16.5 You may not assign or transfer your rights or obligations under your agreement without our prior express written consent. We may at any time assign or transfer our rights and obligations under your agreement to another member of the Pearson Group. “Pearson Group” shall mean the companies controlling, controlled by or in current control with Pearson plc.
16.6 Failure by either you or Pearson to exercise any right or remedy under this agreement does not constitute a waiver of that right or remedy.
16.8 Nothing in these Terms and Conditions is intended to make establish an employment, agency, partnership, franchise, joint venture or any other such relationship. Each of the parties shall conduct its respective business at its own initiative, responsibility and expense and shall have no authority to incur any obligations on behalf of the other party.
16.9 No one other than a party to these Terms and Conditions (their successors and permitted assignees) shall have any right to enforce any of the terms contained herein.
- Varying terms of these Terms and Conditions
17.1 Pearson may change any of the terms in these Terms and Conditions at any time. Changes will become effective upon posting. If you do not wish choose to accept the changes to the terms of these Terms and Conditions, you may cancel your access to the relevant Services. Continued use of the Website constitutes your acceptance of the terms of the modified Terms and Conditions.