Terms & Conditions

Last updated: 18/09/2020

Please read these terms and conditions carefully, in particular clause 14 which sets out our liability to you.

  1. You and Us
    1. Any reference to "we", "us" or "our" in these terms and conditions, is a reference to Lumici Limited, with number 09280449 and office at Unit 6 Queens Yard, White Post Lane, London, England E9 5EN.
    2. Any reference to "you" and "your" in these terms and conditions is a reference to:
      (a) The organisation for which you work, whether a school, education facility, tuition business or otherwise, on whose behalf you register for Teacherly, and not you as an individual; or
      (b) if you are registering for Teacherly as a parent, you as an individual.
    3. If you are registering for Teacherly as a parent nothing in these terms and conditions will prejudice any rights which you have as a consumer. Where any of these terms and conditions are stated to apply to parents in the UK or EU, they do not apply to anyone else. In particular, if you have registered for Teacherly as a parent in the UK or EU, clause 8 sets out details of your cancellation rights and your cooling-off period, clause 14 sets out details of our liability to you and clause 23 sets out details of where you can bring claims against us.
  2. Registration and Subscriptions
    1. To access and use Teacherly, you must complete the Teacherly registration process and provide all information and credentials requested through the Teacherly website, including accepting these terms and conditions, and upon acceptance of these terms and conditions this Agreement between you and us will come into place.
    2. Once you have completed the registration process for Teacherly, you have the option to access and use Teacherly on a free-of-charge basis or you can purchase a subscription at any time. If you wish to purchase a subscription for Teacherly, you must follow the additional steps through the Teacherly website, including making payment and providing card / billing information.
    3. Subscriptions for Teacherly may be monthly or annual, and may have other tiers. Where you have purchased a subscription for Teacherly, that subscription shall start from the date on which the purchase is completed, and shall continue for successive, rolling Subscription Periods until cancelled.
    4. Where you have already purchased a subscription for Teacherly, you can choose to upgrade your subscription tier at any time through the Teacherly website, in which case you will need to pay a pro-rata uplift. Once you have completed the purchase of an upgrade your subscription for Teacherly will then continue at that upgraded subscription tier for the remainder of the current Subscription Period and each successive, rolling Subscription Period.
  3. Accessing and Using Teacherly
    1. We will provide you with access to and use of Teacherly for the term of this Agreement, and allow Users to access and use Teacherly, subject to and in accordance with this Agreement.
    2. You acknowledge that your access to and use of Teacherly and its functionality will be subject to limitations and restrictions (including any User, capacity and storage limits and limits on access to certain tools and features, and the way in which Teacherly may be used) which will vary depending on whether you access and use Teacherly on a free-of-charge basis or have purchased a subscription, and the type and tier of subscription purchased.
    3. Your right to access and use Teacherly is subject to the following obligations:
      (a) you must only use Teacherly and any Outputs created for educational or training purposes;
      (b) you must comply with any guides, policies or instructions which we provide to you from time to time regarding your access to and use of Teacherly and any Outputs created; and
      (c) you must comply with all laws which apply to your access to and use of Teacherly and any Outputs created.
    4. In addition, you must ensure that:
      (a) you have all approvals, consents, permits and licences needed to access and use Teacherly, and to permit Users to access and use, Teacherly and any Outputs created, and to post, share, upload, embed, transmit or provide access to any Content; and
      (b) you do not access or use Teacherly or any Outputs created in any way, or post, share, upload, embed, transmit or provide access to any Content, which would infringe the privacy rights, IPR or proprietary, confidentiality, or other rights of any third party or subject us to any third party claims.
    5. You may be able to access or interact with accounts for third party services or applications through Teacherly, such as social media or cloud storage platforms, but we take no responsibility for such third party services or applications, or their availability or operation, and you acknowledge that your use of such third party services or applications is subject to your own arrangements with that third party.
    6. You acknowledge we allow you to access and use Teacherly and any Outputs created for your own purposes only and that you must not rent or resell your rights to access or use Teacherly or any Outputs created or allow anyone other than Users to access or use Teacherly or allowing any interfacing with Teacherly other than as authorised by us.
    7. Without prejudice to any of our other rights, we may suspend your or any User's access to or use of Teacherly without liability and without providing notice to you:
      (a) if, in our opinion, you may be in breach of this Agreement; or
      (b) for security reasons, to perform routine maintenance or if any relevant third party provider of a cloud information technology environment suspends its services to us.
  4. Users and Accounts
    1. You are responsible for ensuring that Users comply with these terms and conditions, including all acceptable use rules. If a User does not comply with these terms and conditions, you will be legally responsible for that under this Agreement as if you had breached this Agreement. You therefore must make sure that all Users, both Teacher Users and Student Users, are made aware of the restrictions and limitation in these terms and conditions, including all acceptance use rules.
    2. Accounts for Users can be set-up and removed through the Teacherly website. The accounts for Users, whether Teacher Users or Student Users, are for named individuals only, and may not be used by any other person. You must make sure that Users keep their log-in details confidential and do not share them with anyone else.
    3. You must let us know immediately if you think there has been any security incident, unauthorised access to Teacherly or if any User accounts have been compromised, and you must co-operate fully with any reasonable requests we make to enable us to investigate, contain and remedy any such incident which occurs.
  5. Acceptable Use Rules
    1. We are constantly working to ensure that Teacherly is a safe place, and therefore we may provide you with acceptable use rules from time to time and you must ensure that you, and Users, comply with these.
    2. In particular, you must not, and you must ensure any Users do not, access or use Teacherly in any way that is unlawful, fraudulent, infringing, defamatory or in bad faith, including:
      (a) posting, sharing, uploading, embedding, transmitting or providing access to any information, content, materials or communications which are obscene, inappropriate, offensive, harmful, bullying, abusive, racist, homophobic or otherwise hateful or threatening or to assist or encourage such activity or purpose;
      (b) posting, sharing, uploading, embedding, transmitting or providing access to deceptive or misleading information, content, materials or communications for any purpose which is likely to deceive or mislead another person;
      (c) advancing any type of scam;
      (d) distributing advertising, promotions or spam or to use a third party's site or services to send the same;
      (e) invading, infringing or violating the privacy rights of any person including by unlawful processing or collection of information or data about any person;
      (f) infringing or encouraging the infringement of the rights of another person, including infringing the IPR or proprietary, confidentiality or other rights of any third party; or
      (g) attempting to breach any security or authentication measures used by any of our systems, interfere with or change our systems or Teacherly, or do anything which might negatively impact us, our other customers or Teacherly.
      These acceptable use rules apply to access to and use of Teacherly generally, but also to any collaboration tools and any interactive features.
  6. Performance and Support
    1. If you have any performance issues with Teacherly please contact us at support@teacherly.io or use the chat facility within Teacherly and our support team will be in touch to help.
    2. We will use reasonable efforts to ensure that Teacherly and any Outputs generated are:
      (a) available for you to access and use, but Teacherly and any Outputs generated are made available on an 'as is' and 'as available' basis and we do not warrant or guarantee that your access and use of Teacherly or any Outputs generated will be uninterrupted, error-free or completely secure; and
      (b) free from viruses and harmful code, but we do not warrant or guarantee that it will be.
    3. You acknowledge that:
      (a) we may provide data, images, text, sounds, videos, media, examples, templates, layouts or guidance within Teacherly to assist you in developing Outputs, but these are illustrative only to help you see what Teacherly can do and you use such examples, templates and guidance at your own risk;
      (b) we may link to or reference information, content or materials that are accessible via third party sites or sources within Teacherly, but these are outside of our control and you use such information, content or materials at your own risk; and
      (c) whilst Teacherly is designed for educational purposes, it is not specifically designed for your particular needs, and you need to make the assessment yourself as to whether it meets your own requirements, and we accept no responsibility for this. You can access and use Teacherly on a free-of-charge basis to make such assessment.
    4. Other than the undertakings expressly set out in these terms and conditions, we do not make any specific promises about Teacherly or any Outputs generated. All warranties, conditions and other provisions that may be implied into this Agreement whether by law or otherwise are excluded or if they may not be lawfully excluded are waived by you.
    5. If our performance of our obligations is prevented or delayed by your acts or omissions then we will not be liable such failure or delay and you will shall pay our reasonable costs incurred as a result of such acts or omissions.
  7. Paying for your Subscription
    1. You acknowledge that:
      (a) when purchasing a subscription for Teacherly you must pay the Charges for the first Subscription Period in full and in advance; and
      (b) if you upgrade your subscription tier for Teacherly at any time, you must pay the applicable pro-rata uplift in the Charges for the current Subscription Period in full and in advance,
      ("Initial Charges").
    2. If we agree that you can pay by bank transfer, we will invoice you for the Initial Charges in advance upon purchase or upgrade and for each Subscription Period after that in advance prior to the start of that Subscription Period. You must pay each such invoice in full within fourteen (14) days of the date of that invoice and in any event, other than an invoice for the Initial Charges, you must pay each invoice prior to the start of the Subscription Period to which it relates.
    3. The Charges are exclusive of all value added, sales, transaction and other taxes which shall be payable by you in addition to the Charges, and payment shall be taken or made together with the Charges.
    4. You acknowledge that:
      (a) we may use the services of third party payment providers (such as Stripe Inc. or its affiliates) to take payments under this Agreement and store your card / billing information. You must comply with any additional terms and conditions which those third party payment providers require; and
      (b) other than as expressly set out in these terms and conditions, all payments which you make under this Agreement are non-returnable and you will not be entitled to any refund for any reason. Any refunds which are provided are on an ex gratia basis.
  8. Cancelling or Downgrading your Subscription
    1. A subscription for Teacherly which you have purchased may be cancelled or downgraded to a lower tier of subscription by you through the Teacherly website:
      (a) for a monthly subscription for Teacherly, at any time, with your subscription then coming to an end or downgrading at the end of the current Subscription Period, unless you have already paid for the next Subscription Period in which case your subscription will come to an end or downgrade at the end of that next Subscription Period; or
      (b) for an annual subscription for Teacherly, no later than sixty (60) days before the end of the current Subscription Period, with your subscription then coming to an end or downgrading at the end of the current Subscription Period,
      If you have registered for Teacherly as a parent in the UK or EU, you are also entitled to a fourteen (14) day cooling-off period which runs from when you purchase or upgrade your subscription. If you wish to exercise your right to cancel in this cooling-off period you must email us at contact@teacherly.io, and we will provide you with a refund of the Charges or uplift in the Charges you have paid. You acknowledge however that you lose this right to cancel and the right to receive a refund if you access or use Teacherly in any way during this cooling-off period.
    2. A subscription for Teacherly which you have purchased may be cancelled or downgraded to a lower tier of subscription by us:
      (a) in accordance with clause 16; or
      (b) without liability and without providing notice to you in the event that we are unable to take, or you fail to make, payment of the Charges when due,
      with your subscription coming to an end or downgrading immediately.
    3. Where your subscription for Teacherly is:
      (a) cancelled for any reason, you will still be able to access and use Teacherly as we make available on a free-of-charge basis after the end of your subscription or you may purchase a further subscription;
      (b) downgraded for any reason, you will still be able to access and use Teacherly at that downgraded subscription tier for the remainder of the current Subscription Period and each successive, rolling Subscription Period; and
      (c) cancelled or downgraded for any reason, you will lose access to features and functionality of Teacherly that are available to Users as part of that subscription (including access to shared workspaces). However, you will still be able to access any Public Outputs created during the period of that subscription. .
  9. Monitoring
    1. We may monitor and audit your access and/or use of Teacherly and Outputs to verify that access and use of each of them complies with this Agreement and in so doing, you will make available any personnel, documentation or other records which are reasonably required by us to carry out such exercise. You will promptly answer any questions which we may send to you in order to assess your compliance with this Agreement.
    2. We have the right to use any non-personal, operational and statistical information which we generate from your use of Teacherly and any Outputs generated for our own internal business purposes. Examples of such information include the number of lessons created, the number of Users that access or use Teacherly, the number of lessons shared between Teacher Users, the categories of subjects used by Teacher Users, the age-range of Student Users and the curriculum used by Teacher Users.
  10. Confidentiality
    1. Where either of us is the recipient of any confidential information from the other, we agree to keep such information secret and confidential and to use such confidential information solely for the purposes of exercising rights or performing obligations under this Agreement and not for any other purpose. We may disclose confidential information which you provide to us to our suppliers, contractors and providers who need to know such confidential information for the purposes of this Agreement.
    2. These obligations of confidentiality will not apply to any confidential information which:
      (a) at the time of disclosure or subsequently enters into the public domain, other than as a result of a breach of any obligations of confidentiality by the recipient;
      (b) has been received by the recipient from a third party not under any confidentiality obligation in respect of such information;
      (c) was already in the possession of the recipient at the time of disclosure and a duty of confidentiality is not owed by the recipient is respect of such information; or
      (d) is independently developed by the recipient without access to such information.
    3. Either of us may disclose confidential information we receive from the other if disclosure of that information is required by applicable law, regulatory requirements, rules of a stock exchange, any governmental or regulatory authority or by a court of competent jurisdiction.
  11. Data Processing
    1. In this clause 11, "controller", "data subject", "personal data", "process", "processor" and "special categories of data" shall have the meaning given to them by Privacy Law.
    2. You, as controller, appoint us, as a processor, to process personal data for the purposes of providing Teacherly and performing any additional services. Each of us shall comply with our obligations under Privacy Law in relation to such personal data.
    3. You shall ensure that we have the right to process such personal data for the purposes of providing Teacherly and performing any additional services and that you have provided data subjects with all necessary information regarding this processing, and obtains consents where required, in accordance with Privacy Law.
    4. We will:
      (a) ensure that any person we authorise to process such personal data in providing Teacherly and performing any additional services will be subject to obligations of confidentiality; and
      (b) implement technical and organisational measures to protect such personal data from a security incident accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access.
    5. You consent to us engaging third party sub-processors to process such personal data provided that, to the extent reasonably practicable, we will impose appropriate privacy terms and conditions on any sub-processor.
    6. Other than where Teacherly is hosted in a location which you have specified outside of the UK and EEA and which we have agreed to, we will not transfer such personal data outside of the UK and EEA unless authorised by you or we have taken such measures as are necessary to ensure the transfer is in compliance with Privacy Law.
    7. We will provide you with reasonable assistance, at your cost, to assist you in responding to any request from data subjects exercising any rights under Privacy Law or in connection with any data protection impact assessments that you may be required to carry out under Privacy Law.
    8. If we become aware of a confirmed security incident involving such personal data, we will inform you and will provide you with reasonable information and cooperation so that you can fulfil any data breach reporting obligations you may have under Privacy Law.
    9. Upon termination of this Agreement, we shall delete such personal data, but we will not be required to delete any automated electronic back-ups and shall be entitled to retain any such personal data to the extent required to comply with applicable law, regulatory requirements, rules of a stock exchange, any governmental or regulatory authority or by a court of competent jurisdiction.
    10. At your request, we will respond to reasonable written audit questions which you submit in respect of the steps which we have taken to ensure compliance with this clause 11.
    11. You acknowledge that we will also process personal data for our own purposes as a data controller in accordance with our privacy policy which is available at https://teacherly.io/privacy-policy/.
  12. Intellectual Property Rights
    1. All IPRs in the following are, and shall remain, our property or our licensors' property:
      (a) Teacherly;
      (b) our trade marks, trade names and logos; and
      (c) all processes, methods and workflows which we use in Teacherly and all data, images, text, sounds, videos, media, examples, templates, layouts or guidance which we provide in Teacherly.
    2. All IPRs in the following are, and shall remain, your or your licensors' property:
        (a) any Content;
        (b) your trade marks, trade names and logos; and
        (c) any Outputs generated, other than to the extent they incorporate or consist of any IPR belonging to us or our licensors.
    3. You grant to us a non-exclusive, worldwide, royalty-free, irrevocable licence (and the right to permit any suppliers, contractors or providers to do the same) to:
      (a) use, copy, modify and translate any Content, your trade marks, trade names and logos and any Outputs to perform our obligations and exercise our rights under this Agreement; and
      (b) use, copy, modify, translate, publish, make available and sub-licence any Public Outputs on a perpetual basis for our own business and commercial purposes, including making them available to other users of Teacherly and as part of or adapted as examples, templates, layouts or guidance within Teacherly.
  13. Protection Against Breaches and Claims
    1. You must indemnify us, keep us indemnified and hold us harmless from and against any and all loss, damages, costs, expenses and any other liabilities of whatever nature which we, our personnel or our suppliers, contractors or providers suffer, incur or sustain in connection with:
      (a) any breach of this Agreement by you; and
      (b) any claim which is brought against us as a result of any Content infringing the privacy rights, IPR or proprietary, confidentiality, or other rights of any third party.
  14. Liability
    1. Other than where you have registered for Teacherly as a parent in the UK or EU, we shall not be liable, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:
      (a) loss of profits, revenue or business;
      (b) loss of agreements or contracts;
      (c) loss of anticipated savings;
      (d) loss of or damage to goodwill;
      (e) loss of use or corruption of data or information;
      (f) organisational interruption or wasted expense; or
      (g) any indirect, consequential and/or special loss or damage.
    2. Where you have registered for Teacherly as a parent in the UK or EU, we shall not be liable whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, for any loss which is not foreseeable or for any business losses such as loss of profit, loss of business or loss or contracts, under or in connection with the Agreement for, even if advised of the possibility of such damages.
    3. Our total liability, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement, shall be limited, in respect of all liabilities arising under this Agreement in a Year in aggregate, to the greater of:
      (a) £100; and
      (b) the total Charges you have paid in the Year in which the default(s) occurred.
    4. Nothing in this Agreement limits or excludes our liability:
      (a) for death or personal injury caused by negligence;
      (b) for fraud or fraudulent misrepresentation; or
      (c) for any other liability which cannot be limited or excluded by law.
  15. Deletion and Termination by You
    1. If you would like to delete your account with Teacherly entirely, please contact us as support@teacherly.io. Deleting your account with Teacherly will terminate this Agreement.
  16. Cancellation or Termination by Us
    1. We may cancel or downgrade your subscription or terminate this Agreement at any time without liability on such notice to you as we deem appropriate, in which case we will refund to you an appropriate, pro-rated amount of any Charges paid in advance for any current Subscription Period.
    2. Without prejudice to any of our other rights, we may cancel or downgrade your subscription or terminate this Agreement without liability on notice to you where:
      (a) you are in breach of this Agreement; or
      (b) you suffer an Insolvency Event.
  17. Consequences of Termination
    1. Where this Agreement terminates for any reason:
      (a) any subscription which you have purchased for Teacherly will be deemed to be cancelled and your, and each User's right to access and use Teacherly shall immediately cease and your account will be deleted; and
      (b) we shall delete any Content and Outputs, but we will not be required to delete any: (i) Public Outputs; or (ii) automated electronic back-ups, and we shall be entitled to retain any Content or Outputs to the extent required to comply with applicable law, regulatory requirements, rules of a stock exchange, any governmental or regulatory authority or by a court of competent jurisdiction.
    2. The expiry or termination of this Agreement shall not affect any accrued rights, obligations, remedies or liabilities of either of us. All provisions of this Agreement that are intended either expressly or by implication to survive expiry and termination of this Agreement shall remain in full force and effect, including clauses 9, 10, 11, 12, 13, 14, 17, 19, 20, 22 and 23..
  18. Outside Events
    1. Neither of us shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any obligations under this Agreement (other than an obligation to make payment) if such delay or failure results from events or circumstances beyond either of our reasonable control, including, strikes, lock-outs or other industrial disputes, failure of utility services, transport, telecoms networks or the internet, act of God, war, riot, civil commotion, malicious damage, compliance with any law, order, rule, regulation or direction, accident, breakdown of hardware, fire, flood, storm or default of suppliers or subcontractors.
  19. Publicity
    1. We shall not publicise that you are a customer of ours, refer to you or use your logo on the Teacherly website or in other marketing materials and announcements without your consent. You agree that you will not unreasonably withhold such consent if we request it.
  20. Notices
    1. Unless another way of giving notice is expressly set out in these terms and conditions, all notices given in respect of this Agreement must be sent by email, which shall be deemed received when sent to:
      (a) for us, contact@teacherly.io, or as updated by us from time to time; and
      (b) for you, the email address which you used to register for Teacherly, or as updated by you from time to time.
  21. Changes and Variations
    1. Except as expressly stated in these terms and conditions, a variation to this Agreement must be in writing and signed by authorised representatives of both parties.
    2. Notwithstanding this, we are entitled to, without your consent:
      (a) change or update Teacherly, including its functionality and operation and change or restructure the subscription tiers available for purchase for Teacherly, at any time without notice to you;
      (b) change or restructure any User, capacity or storage limits or limits on access to certain tools and features, or the way in which Teacherly may be used for the subscription you have purchased for Teacherly, or transfer you onto an equivalent subscription tier in the event of any change or restructure to subscription tiers available for purchase for Teacherly, at any time on notice to you. Notification may include posting updates, notices or revised charges on the Teacherly website or providing a prompt or notification within Teacherly;
      (c) increase the Charges for the subscription you have purchased for Teacherly once in each calendar year on notice to you, and any such increase will apply to and from the next Subscription Period. Notification may include posting updates, notices or revised charges on the Teacherly website or providing a prompt or notification within Teacherly; and
      (d) vary any provision of this Agreement at any time on notice to you, and any such variation will be effective from when it is notified to you. Notification may include posting updates, notices or updated versions on the Teacherly website or providing a prompt or notification within Teacherly.
  22. General
    1. We are both independent contractors. Nothing in this Agreement is intended to create a principal-agent relationship, a partnership or joint venture between us. Neither of us is authorised to enter into any contract or other binding obligation or make any representations on behalf of the other.
    2. All rights and remedies under this Agreement are cumulative unless expressly stated otherwise.
    3. No failure or delay by either of us to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    4. This Agreement constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. These terms and conditions are incorporated into this Agreement to the exclusion of any other terms and conditions that could be incorporated, or which are implied by practice or course of dealing.
    5. We each acknowledge and agree that neither of us relies on, and shall have no remedy in respect of, any representation made (whether innocently or negligently) by the other or any other person except as expressly set out in this Agreement, in respect of which the sole remedy shall be for breach of contract.
    6. If any provision of this Agreement is declared by any competent court or body to be illegal, invalid or unenforceable, or if any enactment is passed that renders any provision of this Agreement illegal, invalid or unenforceable this shall not affect or impair the legality, validity or enforceability of the remaining provisions of this Agreement.
    7. Except as expressly stated in these terms and conditions, a variation to this Agreement must be in writing and signed by authorised representatives of each of us.
    8. You cannot assign, subcontract, place into trust or otherwise transfer all or any of your rights or obligations under this Agreement without our prior written consent. We may freely assign, subcontract, place into trust or otherwise transfer all or any of our rights or obligations under this Agreement without your consent.
    9. This Agreement is not enforceable by any person who is not a party to this Agreement.
  23. Governing Law and Jurisdiction
    1. This Agreement and any non-contractual obligations arising out of or in connection with this Agreement are governed by and shall be construed in accordance with English law. We each submit to the exclusive jurisdiction of the English courts for all purposes relating to and in connection with the Agreement. If you have registered for Teacherly as a parent in the UK or EU, you are also entitled to start proceedings in your local courts.
  24. Interpretation
    1. In these terms and conditions the following terms shall have the following meanings:
      "Agreement" means the agreement between you and us which is comprised of these terms and conditions, as varied in accordance with these terms and conditions from time to time;
      "Charges" means the charges applicable to any subscription you purchase for Teacherly on the date of purchase as set out on the Teacherly website for the jurisdiction in which you are located, as varied in accordance with these terms and conditions from time to time;
      "Content" means any data, images, text, sounds, videos, media uploaded to Teacherly by you or on your behalf, or which is generated by you or on your behalf through the use of Teacherly, other than information or data we collect about you for our own purposes;
      "Insolvency Event" means any of the following circumstances affecting you: a proposal is made for any composition, scheme or arrangement with you creditors; you are unable to pay your debts as they fall due, any step is taken to appoint a trustee, receiver, administrative receiver, administrator, liquidator or similar officer over all or any part of your business or assets; any security interest is enforced against you; any steps are taken for your liquidation or winding-up other than a solvent amalgamation or reconstruction; a meeting of your creditors is held or convened for the purpose of considering any of the above events; any event similar to those set out above occurs under the laws of any relevant jurisdiction;
      "IPR" means patents, copyright and related rights, trademarks and service marks, business names and domain names, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use and protect confidential information (including know-how and trade secrets) 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 such rights and all similar or equivalent rights or forms of protection which subsist in any part of the world;
      "Outputs" means any material including lesson plans, quizzes, questionnaires or worksheets generated by you from any Content by accessing or using Teacherly;
      "Privacy Law" means the Data Protection Act 2018, the General Data Protection Regulation 2016/679, and any applicable law which replaces or transposes the same;
      "Public Outputs" means any Outputs which you or any Teacher Users have made publicly available to other users of Teacherly at any time, including all Content and trade marks, trade names and logos within such Outputs;
      "Student User" means a student or child which you provide with access to and use of Teacherly using a unique log-in and password;
      "Subscription Period" means a period of one (1) month or twelve (12) months, depending on whether you have purchased a monthly subscription or annual subscription for Teacherly;
      "Teacher User" means a teacher or administrator which you engage and provide with access to and use of Teacherly using a unique log-in ID and password;
      "Teacherly" means the Teacherly platform accessible at www.teacherly.io;
      "Users" means any Student Users and/or Teacher Users; and
      "Year" means each period of twelve (12) months starting from the date on which you complete your registration for Teacherly, or an anniversary of that date, but:
      (a) where you purchase a subscription for Teacherly, each Year shall from that point run from the date on which the purchase is completed (with the prior Year reduced as applicable), or an anniversary of that date; and
      (b) where your subscription for Teacherly is cancelled, each Year shall from that point run from the date on which the subscription ends (with the prior Year reduced as applicable), or an anniversary of that date.
    2. In these terms and conditions:
      (a) a reference to a person includes a natural person, corporate or body, whether or not having separate legal personality;
      (b) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision;
      (c) any of the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
      (d) "written" or "in writing" includes email.

Teacherly is a trading name of Lumici Ltd.