Additional Terms for TES Resources

Part 1 Introduction

Part 1.1 Applicability of General Terms and Conditions and these Additional Terms

  1. These Additional Terms detail the additional terms and conditions which apply to your use of the TES Resources platform, website and related services (“TES Resources”) and should be read in conjunction with our General Terms and Conditions (“General Terms”) found here: General Terms and Conditions. The legal agreements set out below govern your use of TES Resources and detail the contracts between users of TES Resources and us.
  2. Part 1 of these Additional Terms includes introductory information, some general rules, and details of circumstances in which you agree to indemnify TES Education Resources Ltd and/or TES Global Ltd. Part 2 covers the use of TES Resources to share User-Uploaded Content for free (“Free Content”); Part 3 covers the use of TES Resources to share User-Uploaded Content in exchange for certain additional rewards (“Premium Content”); and Part 4 concerns the purchase, sale and download of such Premium Content.
  3. Please read both  these Additional Terms and the General Terms carefully before using any part of TES Resources. By using TES Resources and/or any of the Websites or Services, you agree to the General Terms and any Additional Terms applicable, including these Additional Terms. Capitalised terms used but not otherwise defined in these Additional Terms have the meaning given to them in the General Terms.
  4. These Additional Terms and the General Terms (and any additional agreements referred to or contemplated in each of the foregoing) represent the entire agreement between us and you. In the event of a conflict of the General Terms, the terms of these Additional Terms shall prevail over General Terms.
  5. TES Resources is provided to enable teachers to share teaching resources, to sell resources to each other and to provide social functionality enabling peer-to-peer sharing of best practice concerning such resources.
  6. When you contribute User-Uploaded Content to TES Resources, community engagement inevitably means that you may receive comments (whether positive or negative) from other users in respect of your User-Uploaded Content from time to time. Please try to engage constructively with other users in respect of any such comments. We do not monitor or moderate any comments, but if you believe the comments are a breach of the General Terms or this Additional Terms please report them to us using our complaints procedure set out here: Takedown Policy.
  7. TES Education Resources Ltd is the operator of the TES Resources section of the TES Global Ltd Websites and references in these Additional Terms to “we”, “us” or “our” refer to TES Education Resources Ltd. TES Education Resources Ltd is the entity you contract with for the purposes of these Additional Terms and, where not otherwise disclaimed or noted, is responsible for the TES Resources website content. For the avoidance of doubt, this clause does not vitiate any disclaimer or limitation of responsibility or of liability in the General Terms. The General Terms should be read as applying between you and TES Education Resources Ltd in addition to their application to the relationship you have with TES Global Ltd.
  8. Without prejudice to our powers under the General Terms, you agree that TES Education Resources Ltd at its sole discretion, without notice to you, may: (i) terminate or amend the General Terms or these Additional Terms and/or any user’s account (in which case such user will remain liable for all amounts due under its account up to and including the date of termination); and/or (ii) preclude any user’s access to the TES Resources website (or any part thereof), and seek any other lawful remedy available.

Part 1.2 General rules in respect of licences granted under these Additional Terms

  1. You represent and warrant that: (i) you have the right to upload the User-Uploaded Content and grant the rights set out in the licences herein and (ii) our and our user’s use of or other dealings with the User-Uploaded Content provided by you as permitted under the terms of the upload licence applicable to such User-Uploaded Content will not infringe the rights of any third parties.
  2. In the event that you remove your User-Uploaded Content from our Websites, from the date of the removal, the licence(s) granted to us by you herein will be deemed to have terminated.
  3. Please note that those users of the Websites who have downloaded or otherwise made use of your User-Uploaded Content prior to its removal, or your relicense under an alternative licence, will continue to have those rights that you granted to them at the time of their purchase and/or download of the relevant User-Uploaded Content, or such rights as we have granted under the Teaching Resource Licence. In the case of Premium Content, any removal or relicense cannot affect extant relicensing to downloaders by TES. Any deletion or relicense shall simply remove TES Education Resources Ltd’s right to make further sales of said materials under the Teaching Resource Licence after the time of such action taken by you; it shall not affect our right to continue to make such Premium Content available to users who purchased it prior to your removal of it or change of the terms on which it is licensed.
  4. The licence granted to users who have downloaded content from the Websites prior to a general grant of a Creative Commons or Teaching Resource Licence over such content is on identical terms to the licence granted to TES Education Resources Ltd described in Part 2 of this Additional Terms, except that additionally the moral rights of the author have been waived.

Part 1.3 Indemnity clause (for certain large-scale business users)

  1. Only if you use our Services to conduct business on a large scale do we ask you to give us some additional protections. If a) you are (or become) VAT-registered; or b) we have paid you more than £10,000 income in the past 12 months; or c) you are acting for or on behalf of a corporation, company, partnership (of limited liability or otherwise) or Institution, then you agree to fully indemnify, defend and hold TES Education Resources Ltd, TES Global Ltd, each of their respective Affiliates and the directors, officers, employees and agents of each of the foregoing (“TES Indemnified Persons”) harmless, on demand, from and against any and all liabilities, losses, costs, claims and expenses (including reasonable lawyers' fees) incurred by any TES Indemnified Person arising out of or in connection with (whether directly or indirectly) (A) your breach of: (i) these Additional Terms and the Terms and Conditions, (ii) any applicable law or regulation, and/or (iii) the rights of any third party in or to the User-Uploaded Content uploaded by you or on your behalf; and/or (B) your unauthorised use of TES Resources, our Websites, Services and tools.

Part 2 Sharing Free Materials

Part 2.1 Licences Granted to Other Users

  1. When you upload User-Uploaded Content to TES Resources to be shared for free, you will (if you are the owner of all intellectual property rights in and to that User-Uploaded Content) continue to own all intellectual property rights in and to that User-Uploaded Content. You are able to modify or remove your User-Uploaded Content as you wish.
  2. To enable us to provide the Services and host your User-Uploaded Content we require a licence to use the User-Uploaded Content that you upload to our Websites. This content is in two categories, a) User-Uploaded Content uploaded as distinct files, largely for the purpose of sharing teaching resources, and b) all other content, chiefly comments and forum posts. For details of the licences granted over User-Uploaded Content in category “b”, please see the General Terms.
  3. Regarding User-Uploaded Content in category “a”: users of our Websites require a licence from you to download and/or otherwise use your User-Uploaded Content. You shall apply to the User-Uploaded Content one of the available licences, the range of which is at our discretion and may change from time to time.

Part 2.2 Licences Granted to Us and Our Responsibility for Hosted Content

  1. In addition to the licence granted to users, when you upload any User-Uploaded Content to our Websites you grant us and each of our Affiliates a non-exclusive, sublicensable, worldwide, fully paid-up, royalty-free, perpetual and irrevocable (save as set out below) licence to use, reproduce, publish, distribute and display your User-Uploaded Content (in whole or in part) and/or to incorporate it in other works in any form, media, or technology. Nothing in these Terms and Conditions should be read to suggest that we may not make use of materials in accordance with the licence then applying to the User-Uploaded Content, as though we were any other user downloading the User-Uploaded Content.
  2. TES Education Resources Ltd acts merely as a hosting platform for such content; the content is licensed directly from user to user under the terms of the Creative Commons Licence applied at upload, or such other licence as has previously been applied.

Part 3 Uploaders of Premium Content

Part 3.1 Licensing and Warranties from You

  1. When you upload User-Uploaded Content to TES Resources to sell, you will, or those you act as agent for will, (if you/they are the owner of all intellectual property rights in and to the User-Uploaded Content) continue to own all intellectual property rights in and to that User-Uploaded Content. You are able to modify or remove your User-Uploaded Content as you wish.
  2. To enable us to provide the Services and provide your User-Uploaded Content for sale, we require a licence to use the User-Uploaded Content that you upload to our Websites. You grant us and each of our Affiliates a non-exclusive, sublicensable, fully paid-up, royalty-bearing (in accordance with the clauses below), worldwide, perpetual and irrevocable (save as set out below) licence to use, reproduce, publish, sell, distribute and display your User-Uploaded Content (in whole or in part) and/or to incorporate it in other works in any form, media, or technology.  You grant us all necessary rights to sell User-Uploaded Content under the Teaching Resource Licence and to make that licence effective.
  3. In the event that you remove your User-Uploaded Content from our Websites, from the date of such removal, the licence(s) granted to us above will terminate (save as otherwise provided herein).
  4. You represent and warrant (i) that you have the right to upload the User-Uploaded Content to our Websites and to grant the rights set out in the licences above and (ii) that either you own the intellectual property rights in and to the User-Uploaded Content uploaded by you or you are acting as agent for those who do. You represent and warrant that any User-Uploaded Content you upload is compliant with both these Additional Terms and the General Terms.
  5. You accept that neither TES Education Resources Ltd nor any of its Affiliates guarantees to review User-Uploaded Content and that our acceptance of any uploaded file does not represent a guarantee of its saleability, suitability or acceptance as complying with these Additional Terms or the General Terms.

Part 3.2 Consideration, Payments etc.

  1. As consideration for your grant of the licence to your User-Uploaded Content set out in this Part 3, TES Education Resources Ltd agrees, subject to, and only upon your fulfilment of, the Royalty Conditions set out herein, to pay you, or procure that you are paid, a royalty equal to 60% of the sale value (inclusive of VAT, but not any sales taxes imposed by any United States state or federal law, where applicable) of each item of User Uploaded Content sold.
  2. For the purposes of these Additional Terms, the “Royalty Conditions” are as follows:
    1. Once logged in to your account, you must select the "Uploads" tab of your "My Resources" page and elect to "Withdraw" by clicking the button so named. Once you have taken such steps as required to allow us to process the payment, we will process your royalty request and make any final payment to you on the condition that:
      1. The estimated royalty amounts payable to you is at least £10.00 or, where denominated in United States Dollars ("$"), it is $10.00;
      2. You have not breached any of these Additional Terms or the General Terms, including in particular the representations and warranties made by you in Part 3;
      3. The Premium Content to which your estimated royalties relate has not been withdrawn from TES Resources by us as a result of our receipt of any complaint or infringement or takedown notice; and
      4. We have not paid any refund to any third party purchaser of your Premium Content downloaded through TES Resources as a result of dissatisfaction with its purchase,
      5. That you have not made more than one such request in any one week (from 0:00 GMT/UTC on Sunday - 23:59.59 GMT/UTC on Saturday), 

                    and we reserve the right to make reasonable and proportionate adjustments to the amount of any final royalty payable to you as a
                    result of any failure to satisfy the foregoing conditions.

    1. Upon satisfaction of the foregoing conditions, the final royalty amounts as calculated by us shall be paid to you net of any deductions or withholdings for or on account of tax or as otherwise provided herein at your nominated bank account within five (5) business days in accordance with our payment terms.
    2. TES may display (in your profile/account homepage) an amount reflecting the estimated gross aggregate amount of the estimated royalties (inclusive of VAT, but not any sales taxes imposed by any United States state or federal law, where applicable) that may become payable to you upon satisfaction of these conditions. For the purposes of calculating such amounts, you accept and agree that we may choose not to take into account your most recent sales (as defined above). Those amounts displayed from time to time are estimates only and are provided without representation or warranty as to accuracy or reliability, and they do not constitute any form of promise or assurance as to the payment amount you may eventually receive. Until the foregoing conditions are met, any estimated amounts displayed shall remain provisional and TES shall have no liability to pay you, and you shall have no entitlement (contractual or otherwise) to receive, any royalties whatsoever in connection with any sales of Premium Content uploaded by you to TES Resources.
  1. The sale value of your User-Uploaded Content shall be set by you at the point of upload. Any item of User-Uploaded Content that is priced by you for sale shall be listed at that price without further action required by us (although we reserve the right to make appropriate price adjustments at a later time). We are under no obligation to agree to sell a resource at any specific sale value or at all.
  2. You accept and acknowledge that this agreement creates no expectation of any specific level of sales or remuneration for any given User-Uploaded Content. You further agree that the only way in which you may claim this remuneration is through the TES Resources Websites and the payment mechanisms made available by TES Education Resources Ltd from time to time. You waive any right to require payment by any other mechanism and accept that no other debt arises under this agreement.
  3. This agreement applies separately to and in respect of each item of User-Uploaded Content you upload and any estimated royalties that accrue are calculated on a per-item basis, regardless of whether we make any payment to you in respect of sales of multiple separate items of content in a single transaction or as a single lump-sum.

Part 3.3 Taxation and the Nature of the Contract with us

  1. You are solely responsible for payment of any taxes, or making of any filings, required in relation to your royalties. Any information regarding royalties provided by us does not constitute tax advice and should not be relied upon as such.
  2. This agreement does not constitute an employment relationship, or partnership, between the parties.
  3. If you are registered for UK VAT, you agree to enter into a UK VAT compliant self-billing agreement with us (for a modal agreement see here: www.tes.com/content/Self-Billing-Agreement). Subject to us holding a valid self-billing agreement we will issue a self-billing VAT invoice on your behalf at the point you request payment of royalties in the form of either a cash payment or charitable donation.
  4. No other statements of expected, anticipated or provisional royalties, whether by email or on our websites, provided by us constitute a VAT invoice. All amounts detailed on these are inclusive of VAT, where applicable. You are solely responsible for your own indirect and direct tax filing and payments.

Part 4 Purchasing User-Uploaded Content and/or TES Credit

Part 4.1 TES Credit and other purchases

  1. All sales of TES Credit and Premium Content are subject to our refunds policy detailed below.
  2. When you buy TES Credit for use in our TES Resources platform, your purchase of that TES Credit represents prepayment for the User-Uploaded Content (or other content and services exclusively sold by us) on which you spend your TES Credit. TES Credit is redeemable at the same value as displayed from time to time (e.g., each £1/$1 of TES Credit may be redeemed for £1/$1 of resources for sale on our Websites), but TES Credit itself has no inherent value and is non-transferable, non-refundable and not fungible with any other account balance on TES including, but not limited to, any estimated royalties to be paid to a user as an uploader of Premium Content. For the avoidance of doubt, TES Credit is not intended to constitute any form of deposit, E-Money or a Payments Service and is only redeemable against the purchase of User-Uploaded Content available on our TES Resources platform.
  3. We reserve the right to terminate TES Credit two years after purchase in the event that we deem, at our sole discretion, that the account to which those TES Credit relate has become inactive. Where TES Credit terminates under this section, it ceases to have any value and can no longer be redeemed. Where accounts are closed or suspended for breach of these Additional Terms or the General Terms, we reserve the right to terminate TES Credit early or, in the case of suspension, limit your ability to access or use any TES Credit you have bought.
  4. Any amounts paid to us in exchange for TES Credit will be inclusive of VAT, where applicable. A VAT invoice (if applicable) will be issued to you at the time credit is issued. You are solely responsible for your own indirect and direct tax filings and payments.
  5. We reserve the right to limit from time to time the amount of TES Credit you can purchase and redeem in the TES Resources platform within twenty-four (24) hours or hold in your account balance in total. Generally, you will not be permitted to (i) purchase and redeem, within any twenty-four (24) hour period, TES Credit worth more than the lesser of GBP £1,000 and $2,000 (as calculated at that time); or (ii) hold in your TES Credit account balance at any time a redeemable amount of TES Credit in excess of the lesser of GBP £1,000 and $2,000 (as calculated at that time).

Part 4.2 Refunds Policy

  1. By proceeding with any purchase of User-Uploaded Content or TES Credit, you agree that we or our Affiliates shall immediately supply such User-Uploaded Content or TES Credit to you for your use, download or access in accordance with the terms and conditions of this agreement. Therefore, you accept and acknowledge that you shall have no right to cancel your purchase or withdraw from or terminate your contract with us once your order has been placed. All sales shall be final and no refunds will generally be available.
  2. Notwithstanding the foregoing policy, we may grant refunds in exceptional circumstances at our sole discretion. If you wish to discuss an exceptional refund please contact us on our UK helpdesk contact number +44 (0) 3455217111, our US helpdesk number +1 (866) 945 4945 or at help@tes.com
  3. For instance, if you purchase an item of User-Uploaded Content and it is subsequently brought to our attention that the relevant item of User-Uploaded Content may be in breach of our terms and conditions (e.g., it contains copyright-infringing materials) and we have to terminate your purchase and revoke your right to continue using that item, in those circumstances you may be entitled to an exceptional refund of your purchase provided, however, that:
    1. you agree that where refunds are given, regardless of whether the purchase was made with TES Credit or as a one off transaction for a cash amount, the value refunded shall be refunded in TES Credit, which shall be credited to your account as though purchased at the time of refund; and
    2. you comply with the rest of our Additional Terms and General Terms, including the requirements set out under Part 4.3 below.

Part 4.3 General Conditions of Sale

  1. All prices quoted on the website, whether in cash terms or as TES Credit, including prices for TES Credit are subject to change at any time without notice to you.
  2. TES Education Resources Ltd will generally make User-Uploaded Content that you purchase available for download by you for an indefinite period after purchase; however, we provide no ongoing guarantee of this (please see the General Terms for more details). We strongly recommend you promptly download and save onto you own equipment any User-Uploaded Content you purchase. TES shall have no liability for or duty to replace lost, damaged, or destroyed downloads.
  3. Your purchase of User-Uploaded Content shall be made under licence; there shall be no outright transfer of title or ownership in any such User-Uploaded Content. The licence terms that apply to the User-Uploaded Content that you purchase shall be those terms set out in the Teaching Resource Licence, as amended or updated by us from time to time and marked for your attention at the time of your purchase and/or download of the User-Uploaded Content. By purchasing the User-Uploaded Content, you accept and agree to be bound by the terms of the Teaching Resource Licence, and both you and us agree that this licence (and any dispute or claim arising in connection with it or its subject matter or formation) shall be governed by and construed in accordance with the law of England and Wales. We and you both irrevocably agree that (save as otherwise expressly provided in our take-down policy) any dispute or claim arising in connection with the Teaching Resource Licence or its subject matter or formation shall be adjudicated exclusively by the Courts of England and Wales, save that we may enforce any judgment of such Courts, where required, in courts in any other jurisdiction in which you are located. You are prohibited from using the User-Uploaded Content that you purchase in any way that is not compatible with the Teaching Resource Licence.
  4. For the avoidance of doubt, each purchase of a licence to use User-Uploaded Content is an individual sale and such licences are granted to each and every purchase separately. This is the case even when separate items of User-Uploaded Content are purchased simultaneously or within a short amount of time.
  5. Where licences are purchased using TES Credit, even where TES Credit was purchased in one transaction, each acquisition of a licence by you amounts to a separate grant of a licence and a separate transaction. The purchase of TES Credit and the purchase of any licence to use User-Uploaded Content are also separate transactions.
  6. The licence(s) that we grant in respect of User-Uploaded Content is (or are) normally granted on a perpetual basis, meaning that it generally continues uninterrupted and indefinitely. However, any licence granted by us or our Affiliates may be terminated in the event that we later discover that the User-Uploaded Content was in breach of our General Terms or these Additional Terms. In such circumstances, you are required to, and undertake that you shall, immediately cease all use of the infringing User-Uploaded Content, promptly delete and/or destroy any copies of such infringing User-Uploaded Content and procure the deletion and/or destruction of any copies of it that you have made available to others. You may be entitled to a refund for your purchases as detailed in the refund policy above.
  7. All prices displayed in our TES Resources platform are inclusive of VAT, but not any sales taxes imposed by any United States state or federal law, where applicable.

Part 5  Applicable Law

  1. These Additional Terms represent a contract between you and us, they (and any dispute or claim arising in connection with them or their subject matter or formation) shall be governed by and interpreted in accordance with the law of England and Wales, and we and you both irrevocably agree that (save as otherwise expressly provided in any of our Additional Terms and/or our take-down policy) any dispute or claim arising between you and us shall be adjudicated exclusively by the Courts of England and Wales, save that we may enforce any judgment of such Courts, where required, in courts in any other jurisdiction in which you are located.