Terms & Conditions

Luminous Subscription Agreement

1 INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Acceptable Use Policy: the Luminous Acceptable Use Policy located here, as updated from time to time.

Annual Subscription Term: a subscription period of 12 months from the Subscription Start Date, or equivalent period commencing on the anniversary thereof.

Authorised Users: those employees, agents and independent contractors who are authorised by the Customer to use the Services and the Documentation.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Charges: the charges payable by the Customer to the Supplier in accordance with clause 7, as set out in schedule 1.

Confidential Information: information of commercial value, in whatever form or medium, disclosed by one party to the other, including details of the Services and the results of any performance tests relating to the same, commercial or technical know-how, technology, information pertaining to business operations and strategies, information pertaining to clients, pricing and marketing information, information regarding personnel, employees, students or staff, information which is marked as confidential, or information which ought reasonably to be considered confidential in light of the nature of the information or circumstances of its disclosure.

Customer: the Educational Establishment or Individual Teacher indicated in the e-mail sent by the Supplier to the Customer, confirming that the sign-up process has been successful.

Data Protection Legislation: any law, statute, regulation, rule or other binding restriction regarding the protection of individuals with regards to the processing of their personal data to which a party is subject, including the DPA and the GDPR (to the extent it remains applicable) and any code of practice or guidance published by the Information Commissioner’s Office from time to time.

Data Protection Policy: the Luminous Data Protection Policy located here, as updated from time to time.

Documentation: the operating manuals, user instruction manuals and all other related materials in human-readable or machine-readable forms made available on the Website from time to time.

DPA: the UK Data Protection Act 2018

Educational Establishment: an establishment listed on the Register of Educational Establishments for England and Wales, as maintained by the Department for Education.

“Effective Date” The date on which the Supplier acknowledges via e-mail that the Customer has successfully signed-up to access the Services.

GDPR: the General Data Protection Regulation 2016/679/EU.

Individual Teacher: an individual subscribing to Luminous under the Individual Teacher subscription not as part of an Educational Establishment.

Luminous Content: the resource content created by the Supplier.

Monthly Subscription Term: a rolling period of 1 month from the subscription Start Date.

Normal Business Hours: 08:30 to 16:30 local UK time, on Business Days only.

Renewal Period: the periods described in clause 13.1 and 13.2

Rights Request: an actual or purported request by a data subject to exercise their rights of: (i) access; (ii) rectification; (iii) erasure; (iv) restriction of processing; (v) data portability; or (vi) objection, as set out in articles 15-21 of the GDPR, or any rights analogous thereto as may be enshrined in the Data Protection Legislation from time to time.

Services: the services made available through the Website, together with the Support Services.

Support Services: the support services more particularly described in Schedule 2.

Services Specification: the description and specification for the services detailed at schedule 3.

Shared Personal Data: *

Subscription Start Date: the date stated on the first invoice sent by the Supplier to the Customer for the use of the services.

Subscription Term:has the meaning given in clause 13.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

Supplier: Teach Luminous Limited, a company registered in England and Wales, with company number 11664563 , whose registered office is at Tindles LLP, Scotswood House, Teesdale South, Thornaby Place, Stockton-on-Tees, Cleveland, England TS17 6SB.

Third Party Content: any content created by a third party which is either: (i) freely-available over the internet; or (ii) directly licensed to the Supplier and made available through the Website.

Trial Period The period of either: (i) two weeks from the Effective Date; or (ii) the period starting on the Effective Date and ending on the Subscription Start Date, whichever is the shorter.

Virus: any thing or device (including any software, code, file or programme including worms, Trojan horses, viruses and other similar things or devices) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience.

Website: our website www.teachluminous.com through which the services are provided.

1.2. Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

1.4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6. Unless the content otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

1.8. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

1.9. A reference to writing or written includes email.

1.10. References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

1.11. The terms ‘personal data’, ‘data subject’, ‘processor’, ‘controller’, ‘processing’, ‘personal data breach’, ‘special categories of data’ and ‘supervisory authority’ have the meanings set out in the Data Protection Legislation.

2. SERVICES

2.1. Subject to the Customer complying with the terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to use the Services via the Website solely for the Customer's internal operations:

  1. 2.1.1. during the Trial Period; and
  2. 2.1.2. (subject to payment by the Customer of all applicable Charges), for the Subscription Term.

2.2. The Supplier shall provide the Services with reasonable care and skill, subject to the terms of this agreement.

2.3. The Supplier shall use commercially reasonable endeavours to make the Website available 24 hours a day, 7 days a week, except for planned maintenance.

2.4. The Supplier shall use reasonable endeavours to give the Customer at least six (6) Normal Business Hours' notice in advance of the downtime caused by any planned maintenance and emergency maintenance, which the Supplier shall use its reasonable endeavours to perform outside of Normal Business Hours.

3. DATA PROTECTION

3.1. Where the Customer is an Individual Teacher:

  1. 3.1.1. the Supplier shall act as the data controller of any personal data provided to it by the Customer;
  2. 3.1.2. the Supplier shall respond to any Rights Request submitted by the Individual Teacher without undue delay and in any event within the time limits provided under the Data Protection Legislation;
  3. 3.1.3. The Supplier shall comply with the Data Protection Legislation when processing any personal data provided to it by the Customer; and
  4. 3.1.4. the Supplier shall process any personal data provided to it by the Customer substantially in accordance with the Data Protection Policy.

3.2. Where the Customer is an Educational Establishment, clauses 3.3 will apply.

3.3. Shared Personal Data shall consist of the following categories of personal data, all in relation to personnel who are employed by or contracted to provide services to an Educational Establishment:

  1. 3.3.1. Name;
  2. 3.3.2. Job title;
  3. 3.3.3. E-mail address;

3.4. With respect to Shared Personal Data:

  1. 3.4.1. the Customer shall act as the data controller and the Supplier shall act as the data processor;
  2. 3.4.2. Shared Personal Data shall only be processed by the Supplier for purposes connected with registration, log-ins, billing and communicating with the Customer for purposes connected with the agreement;
  3. 3.4.3. the Supplier shall comply with the provisions of the Data Protection Legislation; and
  4. 3.4.4. the Supplier shall be permitted to appoint sub-contractors, and to disclose personal data to them for processing in accordance with the relevant contract, provided always that the sub-contractor's right to process the personal data terminates automatically on expiry or termination (for whatever reason) of the relevant contract for which the sub-contractor was engaged.
  5. 3.4.5. To the extent that the Supplier is acting as a data processor for and on behalf of the Customer, it shall:
    1. 3.4.5.1. only process Shared Personal Data for and on behalf of the Customer for the purposes of performing its obligations under this Agreement;
    2. 3.4.5.2. notify the Customer without undue delay upon becoming aware that any of the Customer's written instructions infringe the Data Protection Legislation;
    3. 3.4.5.3. implement and maintain appropriate technical and organisational security measures;
    4. 3.4.5.4. take all reasonable steps to ensure the reliability and integrity of any personnel who shall have access to the Shared Personal Data;
    5. 3.4.5.5. notify the Customer promptly following its receipt of any Rights Request or correspondence from the UK Information Commissioner's Office or any other European data protection authority, and together with such notices, shall provide a copy of such Rights Request or correspondence and reasonable details of the circumstances giving rise to it; and
    6. 3.4.5.6. allow the Customer to audit (upon reasonable notice and at the Customer’s own cost) the Supplier’s compliance with the Data Protection Legislation and this clause 3.
  6. 3.4.6. Where the Supplier becomes aware (or reasonably should have become aware) of an actual or suspected personal data breach, it shall:
    1. 3.4.6.1. notify the Customer as soon as is practicable, including details of how the breach occurred and what personal data may have been compromised;
    2. 3.4.6.2. implement any measures necessary to restore the security of compromised personal data; and
    3. 3.4.6.3. assist the Customer to make any notifications to the UK Information Commissioner’s Office and affected data subjects.

4. SUPPLIER’S OBLIGATIONS

4.1. The Supplier undertakes that the Services will be performed substantially in accordance with the Service Specification and with reasonable skill and care.

4.2. The undertaking at clause 4.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform to the foregoing undertaking, the Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in this clause. Notwithstanding the foregoing, the Supplier does not warrant that the Customer's use of the Services will be uninterrupted or error-free, or that the Services, and/or the Information obtained by the Customer through the Services will meet the Customer's requirements, and the Supplier is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

4.3. This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing products and/or services which are similar to those provided under this agreement.

4.4. The Supplier warrants that it has and will maintain all licenses and permissions necessary for the performance of its obligations under this agreement.

5. CUSTOMER'S OBLIGATIONS

5.1. The Customer shall provide the Supplier with all necessary co-operation in relation to this agreement, and all necessary access to such information as may be required by the Supplier in order to provide the Services.

5.2. The Customer shall comply with all applicable laws and regulations with respect to its activities under this agreement

5.3. The Customer shall carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner.

5.4. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary.

5.5. The Customer shall ensure that all Customer personnel use the Services in accordance with the terms and conditions of this agreement (as well as the Acceptable Use Policy) and shall be responsible for any breach of this agreement by any member of the Customer’s personnel.

5.6. The Customer shall obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services.

5.7. The Customer shall be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier's data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

6. USING THE SERVICES

6.1. The Customer shall not access, store, distribute or transmit any Virus, or any material during the course of its use of the Services that: is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation and disability; or is otherwise illegal or causes damage or injury to any person or property. The Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.

6.2. The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under 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 Website and/or Documentation (as applicable) in any form or media or by any means; attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Website; access all or any part of the Services in order to build a product or service which competes with the Services and/or the Documentation; use the Services and/or Documentation to provide services to third parties; (subject to clause 23.1) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; or attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 6.

6.3. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

7. CHARGES AND PAYMENT

7.1. Following the Trial Period, the Customer shall pay the Charges to the Supplier in consideration for the provision of the Services in accordance with this clause 7 and schedule 1.

7.2. For annual subscriptions the Supplier shall invoice the Customer for the Charges payable in respect of the 12 months of the Subscription Term no earlier than fourteen (14) Business Days prior to the end of the Trial Period for the Charges payable in respect of the first 12 months of the Initial Subscription Term; and (subject to clause 13.1) no earlier than 14 days prior to each anniversary of the Subscription Start Date.

7.3. In respect of monthly subscriptions, the supplier shall invoice the Customer for the Charges payable in respect of the following month of the Subscription Term no earlier than fourteen (14) Business Days following the Subscription Start Date for the Charges payable in respect of the first month of the Initial Subscription Term; and (subject to clause 13.1) no earlier than 14 days after each consecutive month from the Subscription Start Date.

7.4. The Customer shall pay each invoice within 14 days of the date of such invoice. If the Supplier has not received payment before the due date, and without prejudice to any other rights and remedies it may have, the Supplier may, without liability to the Customer, disable the Customer's account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.

7.5. If the Supplier has not received payment for outstanding invoices following a period of 120 days from the due date for payment, the Supplier may, to the extent it is technically feasible and reasonable to do so, erase all Shared Personal Data from its servers and the Supplier shall thereafter be under no obligation to affect a recovery of all or any part of the Shared Personal Data.

7.6. All amounts and fees stated or referred to in this agreement: shall be payable in pounds sterling; are, subject to clause 13, non-cancellable and non-refundable; and are exclusive of value added tax, which shall be added to the Supplier's invoices at the rate and in the manner prescribed by law.

7.7. The Supplier shall be entitled to increase the Charges at any time upon 15 days' prior notice to the Customer and schedule 1 shall be deemed to have been amended accordingly.

8. LUMINOUS CONTENT AND THIRD PARTY CONTENT

8.1. The Customer acknowledges that the Third Party Content is freely available via the internet, and the Supplier is not directly providing access to the Third Party Content.

8.2. The Supplier disclaims all liability with respect to the Third Party Content (as well as any advertisements which are displayed as part of it), and takes no responsibility for the views or messages included as part of the same, nor for any reliance placed on the Third Party Content by the Customer.

8.3. The Customer shall have sole responsibility for the suitability and appropriateness of the Third Party Content for any particular age group or audience.

9. PROPRIETARY RIGHTS

9.1. The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Luminous Content. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licenses in respect of the Services.

9.2. The Supplier does not own, nor does it purport to grant at the Customer any licenses in respect of the Third Party Content.

9.3. The Supplier confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

10. CONFIDENTIALITY AND COMPLIANCE WITH POLICIES

10.1. Each party may be given access to Confidential Information from 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: is or becomes publicly known other than through any act or omission of the receiving party; was in the other party's lawful possession before the disclosure; is lawfully disclosed to the receiving party by a third party without restriction on disclosure; is independently developed by the receiving party, which independent development can be shown by written evidence; or is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

10.2. 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 implementation of this agreement.

10.3. 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.

10.4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

10.5. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.

10.6. No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

10.7. The above provisions of this clause 9 shall survive termination of this agreement, however arising.

11. INDEMNITY

11.1. The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that: the Customer is given prompt notice of any such claim; the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and the Customer is given sole authority to defend or settle the claim.

12. LIMITATION OF LIABILITY

12.1. This clause 12 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer: arising under or in connection with this agreement; in respect of any use made by the Customer of the Services and Documentation or any part of them; and in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

12.2. Except as expressly and specifically provided in this agreement, the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction.

12.3. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement.

12.4. The Services are provided to the Customer on an "as is" basis.

12.5. Nothing in this agreement excludes the liability of the Supplier for death or personal injury caused by the Supplier's negligence, or for fraud or fraudulent misrepresentation.

12.6. Subject to clause 12.5, the Supplier shall not be liable whether in tort (including breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of reputation, depletion of goodwill or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Charges paid by the Customer during the 12 months immediately preceding the date on which the claim arose.

13. TERM AND TERMINATION

13.1. For annual subscriptions, the Services shall, unless otherwise terminated as provided in this clause 13, commence on the Subscription Start Date and shall continue for the Annual Subscription Term and, thereafter, this agreement shall be renewed for successive periods of 12 months (each a “Renewal Period") provided that the Customer pays the Charges as specified on the relevant Supplier invoice for the relevant period. If payment is not received by the Supplier within 14 days of the date of the relevant invoice then this agreement shall terminate.

13.2. For Monthly Subscriptions the Services shall, unless otherwise terminated as provided in this clause 13, commence on the Subscription Start Date and shall continue for the Monthly Subscription Term and, thereafter, this agreement shall be renewed for successive periods of 1 month (each a “Renewal Period") provided that the Customer pays the Charges as specified on the relevant Supplier invoice for the relevant period. If payment is not received by the Supplier within 14 days of the date of the relevant invoice then this agreement shall terminate.

13.3. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

  1. 13.3.1. the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 60 days after being notified in writing to make such payment;
  2. 13.3.2. the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
  3. 13.3.3. the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
  4. 13.3.4. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay Its debts within the meaning of section 123 of the Insolvency Act 1986; or
  5. 13.3.5. any warranty given by the Supplier in clause 4.4 of this agreement or any warranty given by the Customer at clause 5.2 is found to be untrue or misleading.

13.4. On termination of this agreement for any reason:

  1. 13.4.1. all licences granted under this agreement shall immediately terminate;
  2. 13.4.2. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

14. FORCE MAJEURE

14.1. The Supplier shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

15. CONFLICT

15.1. If there is an inconsistency between any of the provisions in the main body of this agreement and the schedules, the provisions in the main body of this agreement shall prevail.

16. VARIATION

16.1. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17. WAIVER

17.1. No failure or delay by a party 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.

18. RIGHTS AND REMEDIES

18.1. To the fullest extent permitted by law, the rights and remedies provided under this agreement are in replacement of, not additional to, any rights or remedies provided by law.

19. SEVERANCE

19.1. If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

19.2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part or it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

20. ENTIRE AGREEMENT

20.1. This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

20.2. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.

21. ASSIGNMENT

21.1. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this agreement.

21.2. The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this agreement.

22. NO PARTNERSHIP OR AGENCY

22.1. Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act In the name or on behalf of or otherwise to bind the other In any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

23. THIRD PARTY RIGHTS

23.1. This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

24. NOTICES

24.1. Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes.

24.2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 09:00 on the first day during which the party is open for business, following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.

25. GOVERNING LAW AND JURISDICTION

25.1. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims} shall be governed by and construed in accordance with the law of England and Wales.

25.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

SCHEDULE 1

CHARGES

The charges shall vary according to the type of subscription selected. Options are for different Key Stages and a Faith School bolt-on for both Educational establishments and Individual teachers purchasing independently. There are annual and monthly subscription options for both Educational establishment and Individual Teacher subscriptions.

School subscriptions

A school subscription will allow multiple staff users as needed within your school, giving full access to Luminous with its weekly published editions throughout term time.

All prices are stated exclusive of value added tax, which shall be added to the supplier’s invoices at the prevailing rate.

  • Primary KS2 = £99 a year/£10 a month
  • Secondary KS3 = £299 a year/£27 a month
  • Secondary KS4 = £299 a year/£27 a month
  • Secondary KS3+4 = £450/£40 a month
  • Primary KS2 + Secondary KS3 = £398/£37 a month
  • Primary KS2 + Secondary KS4 = £398/£37 a month
  • Faith Addition £20 a year/£2 a month

KS2,3 and 4 = £500/£44 a month 

Individual Teachers:

An individual teacher subscription will allow you to have a single user access to Luminous with its weekly published editions throughout term time.

Prices including value added tax

  • Primary KS2 = £28 a year/£3 a month
  • Secondary KS3 = £28 a year/£3 a month
  • Secondary KS4 = £28 a year/£3 a month
  • Faith Addition = free with a teacher subscription

SCHEDULE 2

MAINTENANCE AND SUPPORT

The Supplier will provide an email help desk to provide support with general enquiries in connection with the Services. Normal support hours are from 08:30 to 16:30 on Business Days. The Supplier will use reasonable endeavours to respond within 48 hours.

SCHEDULE 3

SERVICES SPECIFICATION

Luminous Services, as specified below, outlines the minimum offering to be made by the Supplier to the Customer under this agreement.

The Services are compatible with Google Chrome v62 or later. Proper functioning of the Services cannot be guaranteed should the Customer access the Website via any other web browser.

Educational establishment registration & Users

  1. User can register for a Luminous account, affiliating themselves with an Educational establishment which has not yet been claimed by another user.
  2. User can create additional users, inviting authorised personnel within Educational establishment to access the Educational establishment Luminous account.

Individual Teacher registration & Users

  • User can register for a Luminous account which has not yet been claimed by another user.
  • User cannot create additional users, or share username and password with any other individual or Education establishment.

User area: users have access to the following in the user area of the Website

  • Log in screen
  • Library of editions – access to editions retrospectively from subscription start date
    • Search function
  • User Settings
    • Personal information
      • First name
      • Last name
      • Email
      • Password
        • Change password
    • Default Key Stage
    • Cancel subscription
  • Log out

Editions

  • The supplier will produce the Services as detailed below, at a minimum, every fortnight, with the aim to produce weekly throughout school term times. School term times generally runs from early September to mid or late July of the following year. Most schools operate a three-term school year, each term divided in half.
  • Editions will aim to be published on Fridays after 4pm ready for the upcoming week.
  • Users will not be able to view content any further in advance.
  • Users will be able to access editions from their subscription start date via the Editions Library in the user area. The supplier does not guarantee access to editions prior to subscription date.
  • The current edition will be live for between 3 and 14 days (usually 7) and then will be available in the editions library.
  • Video content in the editions in the library may be subject to removal by the owners. The supplier will make all reasonable efforts to replace with an alternative video where possible.

Visible to all those subscribed to Key Stage 2

  • Cover page
    • Issue number
    • Short description
  • IDEAS page
    • A shared video
    • Quiz
    • Short & Sweet questions/activities
  • PEOPLE page
    • A shared video
    • Quiz
    • Short & Sweet questions/activities
  • WONDER page
    • A shared video
    • Quiz
    • Short & Sweet questions/activities
  • INNERCITY page
    • A wisdom quote
    • A mindfulness activity
    • Music track from SoundCloud embedded player
  • ASSEMBLE - assembly suggestion and guidance based on a theme in the edition, made available as a downloadable PDF. Any references to third party information with be referenced and sourced. It will be the Customers responsibility should they wish to use/research further.

Visible to all those subscribed to Key Stage 3

  • Cover page
  • IDEAS page
    • A shared video
    • Quiz
    • Thoughts - discussion questions or activities
  • PEOPLE page
    • A shared video
    • Quiz
    • Thoughts - discussion questions or activities
  • WONDER page
    • A shared video
    • Quiz
    • Thoughts - discussion questions or activities
  • INNERCITY page
    • A wisdom quote
    • A mindfulness activity
    • Music track from SoundCloud embedded player

Visible to all those subscribed to Key Stage 4

  • Cover page
  • IDEAS page
    • A shared video 
    • Discuss - discussion questions or activities
  • PEOPLE page
    • A shared video 
    • Discuss - discussion questions or activities
  • WONDER page
    • A shared video
    • Discuss - discussion questions or activities
  • INNERCITY page
    • A wisdom quote
    • A mindfulness activity
    • Music track from SoundCloud embedded player
  • BATTLES page or NEWS page (may vary from week to week)
    • Motion(s) for students to debate with timer
    • Current affairs discussion points

Visible to all those subscribed to Faith school Add-on

  • Prayer
    • This is often a short and simple prayer and is a way to consolidate the message, moral or themes raised in the edition
  • Reading
    • Biblical scripture sourced from various translations
    • Reflections, questions and/or activities based on scripture reading

Acceptable Use Policy

Please read this Acceptable Use Policy (the "AUP") before connecting to or using the Luminous Website and Services (the "Services").

This AUP was last updated on 28/08/19

  1. Who we are
    1. We are Teach Luminous Limited, a company registered in England and Wales, with company number 11664563, whose registered office is at Tindles LLP, Scotswood House, Teesdale South, Thornaby Place, Stockton-on-Tees, Cleveland, England TS17 6SB ("we","our", "us").
    2. We control and make available the Services for use by you as an Individual Teacher or your Educational Establishment. By using the Services, you acknowledge that you have read, and agree to be bound by this AUP.
  2. Your rights to use the Services
    1. We have entered into an agreement with your educational establishment (the "Establishment") or as an individual teacher which grants it certain rights in respect of the Services. These include the right for the Establishment to grant you the right to access the Services, subject to your agreement with this AUP.
    2. In consideration for your agreement to abide by this AUP, we agree to make the Services available for your use In accordance with the terms agreed by your Establishment.
    3. We may modify this AUP at any time. If we do so, you will be informed of the modification via email. Further use of the Services by you thereafter will constitute acceptance of the change.
  3. Using the Services
    1. You may use the Services only for lawful purposes.
    2. You may not use the Services:
      1. in any way that breaches any applicable local, national or international law or regulation;
      2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
      3. for the purpose of harming or attempting to harm minors in any way; or
      4. to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam).
    3. You also agree not to access without authority, interfere with, damage or disrupt any aspect of the Services.
  4. Cookies
    1. The Services makes use of cookies (small files of letters and numbers which identify your computer or device) to distinguish you from other users. They help us to improve the Services interface and user experience. By logging onto and using the Services, you are agreeing to our use of cookies. You can view our full Cookie and Privacy policy on our Website.
    2. We use the following types of cookies:
      1. Strictly necessary cookies – These are cookies that are required for the operation of the Services. They include, for example, cookies that enable you to log on to secure areas of the Services.
      2. Functionality cookies - These are used to recognise you when you return to the Services landing page. This enables us to greet you by name and remember your preferences. These cookies will be removed after 24 hours of inactivity.
      3. Analytical/performance cookies - We use cookies provided by Google analytics, which allow us to see how users move around the Services. This helps us to improve the way the Services works, for example, by ensuring that users are finding what they are looking for easily. For further information about what data Google Analytics collects and how it is stored, please consult the relevant Google Analytics privacy policy.
  5. Content Use
    1. Eligibility and supervising children:

      This clause explains your obligations when you allow children to access our services and when you are acting on behalf of certain schools and institutions.

      The Supplier is concerned about the safety and privacy of all its users, particularly children. By allowing children access to the Services, he/she may be able to access various services. The Supplier makes every effort to ensure all directly referenced content is pre-screened before being posted to these pages of the Website and as the legal guardian, it is therefore the Customers responsibility to determine whether any of the Services and/or content are appropriate for your child or pupils age group.

      If you use any Services on behalf of an Institution or a company you hereby represent, warrant and undertake that:

      you have all necessary power and authority to enter into and perform its obligations under these Terms and Conditions; you have taken all requisite corporate and other action to approve the entering into and performance of these Terms and Conditions and shall provide evidence of that action to the Supplier on request; and once agreed and accepted, these Terms and Conditions will constitute legal, valid and binding obligations on it.

      An “Institution” means any educational establishment that provides teaching and learning curriculum as its core functional remit and existence such as, but not limited to, schools, Local Authorities, School Groups, FE Colleges and HE universities, Church groups, that have chosen to use the Services brought to you by the Suppliers.

    2. Upon sign up, Customers acknowledge, accept and agree with the following information:

      The videos the Suppliers select and share are freely available to view anywhere on the Internet via YouTube and Vimeo. The Supplier does not claim ownership or sell access to these videos.

      The Supplier aims to be a creative and positive filter for young people in this information saturated digital world. The videos are curated under the themes of Ideas, People and Wonder and the Supplier makes every effort to select videos that have interesting, useful and inspiring content for young people. It is our aim to help young people engage safely and healthily with the Internet and to elevate the important skills of discussion, listening and storytelling.

      The Supplier does not necessarily endorse any of the views or content from any of the individuals/organisations who create the video content we share. Nor do we endorse or accept responsibility or liability for any content, advertising, products, or other materials that may be connected to the videos including YouTube/Vimeo ads.

      The Supplier encourages Customers to skip through any pop up ads that appear on a video stream and to treat these videos as they would any other YouTube resource shared within an Educational Establishment or with young people. The Supplier is concerned about the safety and privacy of all its users, particularly children and makes every effort to ensure all directly referenced content is pre-screened and suitable before being posted to the Website. The Supplier also encourages Educational establishments/Individual Teachers to judge and determine whether the content is appropriate for their particular students – as the Supplier appreciates the Educational establishments/Individual Teachers know them best. In order to help with this the Supplier makes each edition available to view in advance via the User login as detailed in Schedule 3 Services Specification of the Luminous Subscription Agreement.

  6. Account use and Security
    1. If you choose, or we allocate to you, a username and password, it is your responsibility to keep these details safe and secure.
    2. We have the right to disable any username or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of this AUP.
    3. If you know or suspect that anyone other than you knows your username or password, you must promptly notify us.
    4. If you leave your PC unattended for any length of time whilst it is connected to the Services, you must ensure that it is locked.
  7. Using the Services
    1. School subscriptions allows for multiple users to be created and used within the school establishment. Usernames and passwords must not be shared with any other third party.
    2. Individual Teacher subscriptions are restricted to a single user and the username and password must not be shared with any third party.
    3. You must not use the Services in any way which could disable or damage the functionality of the Services.
    4. When using the Services, you may not:
      1. use, translate, adapt, copy, or attempt to decompile or disassemble any aspect of the Services in a manner which is inconsistent with this AUP or with your rights under the Copyright, Designs and Patents Act 1988;
      2. assign, transfer, distribute, sell, lease, rent, sub-lease, charge or otherwise deal in or encumber the Services, or use on behalf of or make available the same, or any data present on it, to any third party; or
      3. remove, obscure, interfere with, alter or make any addition and/or deduction to the Services, including without limitation any proprietary notice, label, statement or mark contained on any of the Website's pages.
  8. Liability
    1. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal Injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
    2. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with your use of the Services.
  9. Intellectual Property
    1. All copyright, rights in Services, database rights, patents, know-how, designs, trade marks and any other intellectual property rights (in each case whether registered or not) existing anywhere in the world at any time ("Intellectual Property") relating to the Services (including without limitation all and any revisions, corrections, modifications, derivative works thereof, enhancements, updates and/or upgrades thereto), us and/or our business, belongs to us or our licensors, as applicable.
    2. We make no representation or warranty as to the validity or enforceability of any Intellectual Property relating to us and/or the Services.
    3. You are not permitted to use the Services in any way that may infringe any rights contained in the Services and/or any third party's Intellectual Property rights.
  10. Termination
    1. In the event that our contract with any of the Establishments for which you are authorised expires or is terminated, your rights to use and access the Services (including but not limited to any and all User Content accessible via the Services) shall terminate with immediate effect.
    2. You understand that in the event that you breach this AUP, we shall be entitled to disable your access to and use of the Services, in whole or in part with immediate effect. We shall also be able to suspend your access to the Services at any time upon giving you reasonable prior notice.
    3. In the event that you breach this AUP, we shall be entitled to notify the Establishment and provide details to it of the breach.
  11. General
    1. This AUP, together with the Luminous Subscription Agreement and Cookies and Privacy policies represents the entire understanding relating to the agreement between the parties and supersedes all other statements, representations or warranties (whether written, oral or made by email) made by either party. Nothing limits either party's liability for fraud.
    2. If any provision of this AUP is found to be invalid or unenforceable by a court, it will be severed from the rest of this AUP which shall remain unaffected.
    3. If we fail, at any time during the term of this contract, to insist upon strict performance of any of your obligations under it, or if we fail to exercise any of the rights or remedies to which we are entitled under this contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default.

Data Protection Policy

This Data Protection Policy (the "Policy”) sets out how data input by the Establishment to the Provision Tracker Services (the "Services") will be processed. The purpose of this policy is to provide a contractual framework for the processing, as required under Data Protection Law, and ensure that personal data inputted by the Establishment is protected.

About us

We are Teach Luminous Limited, a company registered in England and Wales, with company number 11664563, whose registered office is at Tindles LLP, Scotswood House, Teesdale South, Thornaby Place, Stockton-on-Tees, Cleveland, England TS17 6SB ("we", "our", "us").

Background

We have entered into an agreement with you as an Individual Teacher or your educational establishment (the "Establishment" ) which grants you/it certain rights in respect of the Services.

The Services is a subscription based website which helps teachers support the spiritual, moral, social and cultural wellbeing of their students; using thought-provoking themes, engaging video content and structured resources to encourage them to openly discuss, question and wonder about the world around them and the part they play within it.

The Services only require basic personal information in order to set up user logins, complete billing and payment and to correspond with customers.

Data Protection Policy Terms

1 Definitions

1.1 The words and phrases below have the following meanings in this Policy:

Data Protection Law: applicable laws and regulations of the European Union or the European Economic Area (or any of their member states), Switzerland or the United Kingdom protecting the privacy of individuals and their fundamental rights and freedoms in relation to their personal data as are enacted, amended and updated from time to time); and

Personal data: the personal data (as defined in Data Protection Law) which is processed by us on behalf of the Establishment.

1.2 The terms “data subject”, “processor”, “controller”, “processing”, “personal data breach”, “special categories of personal data’ (also known as “sensitive personal data”) and “supervisory authority” have the meanings set out in Data Protection Law.

2 Relationship

2.1 The parties acknowledge that the factual arrangement between them dictates the classification of each party in respect of the Data Protection Law. Notwithstanding the forgoing, whenever we process personal data:

2.1.1 the Establishment will be the controller and we will be the processor in respect of such personal data; and

2.1.2 we shall only process personal data on the Establishment’s documented instructions (unless required to do so otherwise by European Union or member state law, in which case we shall notify the Establishment of this beforehand unless prevented from doing so by law) and in full compliance with this Policy and any obligations imposed on us by Data Protection Law.

2.2 The Establishment confirms that it has complied with Data Protection Law (including the requirement that personal data is processed fairly and lawfully) with regards to the collection and processing of the personal data and that it has either obtained the consent of the data subject (or, in the case of a child without capacity to provide consent, the person with parental responsibility for that child) to the processing or has an alternative documented legal basis for the processing we are being instructed to carry out.

3 Confidentiality

3.1 Where the personal data are confidential (whether expressly marked as confidential or not), we shall keep them secret and not disclose them to any third party without the Establishment’s prior written authorisation (except to the extent disclosure is required by law).

4 Security

4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risks to the rights and freedoms of natural persons, we shall implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk of processing. This shall include the following measures (as appropriate):

4.1.1 pseudonymisation and encryption;

4.1.2 our ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

4.1.3 our ability to restore availability and access to personal data in a timely manner in the event of an incident;

4.1.4 a process for regularly testing, assessing and evaluating the effectiveness of our technical and organisational measures for ensuring the security of the processing; and

4.1.5 providing any assistance the Establishment reasonably requires (at the Establishment’s own cost) in order for it to implement appropriate technical and organizational measures to protect personal data.

4.2 In assessing the appropriate level of security to be taken under paragraph 4.1, we will take account of the risks presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed.

4.3 We will ensure that persons (including employees) with access to personal data are made aware of their data protection and security obligations and do not process the personal data except in accordance with the Establishment’s instructions.

5 Sub-processing

5.1 The Establishment agrees that, subject to paragraph 5.3 of this Policy, we may appoint other processors (“sub-processors”) to process personal data on our behalf in connection with the Services.

5.2 We will not use a sub-processor the Establishment has objected to on reasonable grounds.

5.3 If we engage another processor to carry out specific processing activities on behalf of the Establishment, we will ensure that the sub-processor:

5.3.1 only does so on our documented instructions and that any sub-processors agree to a contract which provides a level of protection for the rights and freedoms of individuals whose personal data is being processed which is equivalent to the protection provided in this Policy; and

5.3.2 provides sufficient guarantees that it shall implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of Data Protection Law (including the requirements relating to security, integrity and confidentiality)

5.4 If we appoint a sub-processor, and that sub-processor, fails to fulfil its obligations we shall remain fully liable to the Establishment.

6 Requests from data subjects and supervisory authorities

6.1 If a data subject makes a request relating to the exercise of his or her legal rights in relation to personal data, we shall (taking into account the Establishment’s duty to respond to the data subject within a specific period under Data Protection Law) provide the Establishment with any assistance the Establishment reasonably requires in order to facilitate that data subject’s rights, including the following (as applicable under Data Protection Law at the time of such request):

6.1.1 responding to a data subject access request;

6.1.2 erasing personal data in accordance with the data subject’s right to erasure;

6.1.3 allowing the data subject to exercise his or her right to restrict processing;

6.1.4 notifying any persons who have received personal data about any rectification, erasure or restriction of processing which has taken place at the request of a data subject;

6.1.5 providing the data subject with a copy of his or her data in a structured and common electronic format where technically feasible; or

6.1.6 giving effect to the data subject’s rights to object to profiling, automated decision-making and to cease processing for direct marketing purposes.

6.2 Any information and assistance we provide under paragraph 6.1 of this Policy will be at the Establishment’s own cost

6.3 We shall cooperate with any requests to it or the Establishment by a supervisory authority.

7 Personal data breaches and notification

7.1 If we become aware of a personal data breach relating to personal data, we shall:

7.1.1 notify the Establishment as soon as reasonably practicable upon becoming aware of the breach, describing the nature of the personal data breach, including where possible:

7.1.1.1 the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;

7.1.1.2 the name and contact details of our contact from whom more information can be obtained;

7.1.1.3 to the extent possible, details of the likely consequences of the personal data breach; and

7.1.1.4 the measures we have taken or propose to take to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effect.

7.1.2 provide the Establishment with such information and assistance (at the Establishment’s own cost) as it reasonably requires in relation to the personal data breach (including in relation to action to remedy or mitigate the breach); and

7.1.3 document the personal data breach and any related action we have taken.

8 Privacy impact assessments

8.1 Taking into account the nature of the processing and the information available, we shall provide the Establishment with such information and assistance (at the Establishment’s own cost) as it reasonably requires in order to:

8.1.1 carry out privacy impact assessments in relation to the processing;

8.1.2 consult with a supervisory authority prior to processing; and/or

8.1.3 meet any obligations under Data Protection Law deriving from the activities described in paragraph 8.1.1 and 8.1.2.

9 Deletion and return of data

9.1 After completing the processing of personal data (whether due to termination or expiry of the Agreement, or otherwise), we will delete or return all personal data (including any copies of the personal data) save to the extent we are required to store such copies to comply with any applicable law.

10 Records, audits and inspections

10.1 We will maintain (and make available to the supervisory authority on request) a written record of all categories of processing activities carried out on behalf of the Establishment, containing:

10.1.1 the names, contact details and (where applicable) data protection officer details for the Establishment, us and any sub-processors we appoint;

10.1.2 the categories of processing carried out on behalf of the Establishment;

10.1.3 details of transfers of personal data to a third country or an international Establishment, including details of that country or Establishment and the documentation of suitable safeguards; and

10.1.4 a description of the technical and organizational security measures referred to in paragraph 4.1 of this Policy.

10.2 We shall (at the Establishment’s cost and subject to the Establishment providing appropriate confidentiality undertakings) provide reasonable cooperation with any request by the Establishment to carry out audits or inspections. We may satisfy our obligations under this clause by making available copies of third party audits. Nothing in this clause shall require us to disclose or permit access to any of our (or any third party’s) confidential or commercially sensitive information.

11 International transfers

11.1 We will not export personal data to a country outside the European Union unless:

11.1.1 the transfer is on the basis of a valid adequacy decision made by the European Commission;

11.1.2 appropriate safeguards are in place (as set out in Data Protection Law); or

11.1.3 such transfer is otherwise permitted under applicable Data Protection Law.

Schedule

Types of personal data and categories of data subject

The personal data being processed will include the following:

  1. School Subscription
    • Admin User
      • Name
      • Password
      • Email address
      • Position
      • School name
      • School address
    • Staff User
      • Name
      • Email address
      • Password
  2. Individual Teacher
    • Name
    • Email address
    • Password
    • School name
    • School address

Contact details

If you want to see, change or delete any of your personal data used please contact us via email [email protected]