Tes Develop

• Introduction

  Tes Global provides an online continuing professional development programme and supporting services (‘the Tes Develop Programme’) aimed at the schools market.The Customer wishes to provide the Tes Develop Programme to the members of its teaching staff.  The parties have agreed that Tes Global will provide the Tes Develop Programme to the Customer on the date set out in the Sales Contract Order Form, subject to payment of the fees set out within that form.  This Agreement set outs the terms and conditions that apply to the provision of the Tes Develop Programme to the Customer. By using the Tes Global website, the Customer also agrees to be bound by the https://www.TES.com/terms-conditions/terms-and-conditions.

• Definitions and Interpretation

  In these Terms, except where the context otherwise requires:

  “Agreement” means the Agreement between the parties to provide the Tes Develop Programme to the Customer on these Terms.

  “Agreement Start Date” means the date set out in the Sales Contract Order Form.

  “Fees” means the VAT-exclusive element of the fees for the Tes Develop Programme (as applicable).

  “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

  “Learning Platform” means the online resource whereby the Customer can access the Tes Develop Programme.

  “Terms” means these terms, together with Tes’ Data Processing Agreement which can be found at https://www.tes.com/terms-conditions/tes-develop-data-processing-agreement and  the Standard Terms and Conditions for the purchase of products and services from Tes Global (“Standard Terms”) https://www.tes.com/terms-conditions/terms-and-conditions. In the event of any conflict between terms, the terms of this Agreement shall prevail.

  “Website” means the website www.develop.tes.com 

• 1. The Subscription Licence

  1.1 In accepting these Terms, the Customer receives a Licence to access Tes Global’s Learning Platform, whereby the Customer can then access the Tes Develop Programme (The Licence).

  1.2 The Licence period commences from the Agreement start date as stated in the Sales Contract Order Form and is valid for a year (the Term). 

  1.3 The Licence is provided on a worldwide, non-exclusive basis only to the Customer. Use of the product and services covered by the Licence is restricted to the Users identified as requiring access to the Tes Develop Programme by the Customer for the purposes of continuing professional development and to such other persons identified and authorised by the Customer as requiring access to the Tes Develop Programme in order to be able to fulfil their roles effectively. 

  1.4 The Customer will nominate members of their staff who will act as administrators for the purposes of managing access to the Tes Develop Programme for their teaching staff and Tes Global will onboard and train those nominated members of staff. The Customer will also provide details to Tes Global of all the teaching staff (‘users’) it wishes to have access to the Tes Develop Programme and Tes Global will onboard those users. Tes Global will carry out a bulk onboarding process as part of initial Customer set-up. Thereafter the Customer’s nominated administrator(s) will manage staff access to the Tes Develop Programme for the duration of the Customer’s subscription. 

  1.5 Tes Global will provide to the Customer access to, and support for, Tes Global’s online learning platform for the purposes of delivering the Tes Develop Programme, subject to these terms and conditions. Such access will include: 

  • all login details
  • technical support in using the learning platform
  • the ability to assign elements or all of the Tes Develop Programme to users
  • introductory training on how to use the learning platform.

  1.6 The Customer will be able to assign elements, or all, of the Tes Develop Programme to users, view reports and set deadlines, as well as add and remove users at no additional cost to the Customer.

• 2. Subscription Licence renewal

  2.1 The Licence shall automatically renew at the end of the Term, unless the Customer notifies Tes Global in writing of their intention not to renew their Licence for another year at any time prior to 30 days (the cancellation deadline date) before the annual renewal date.

  2.2 Once the cancellation deadline date has passed (ie. less than 30 days prior to the annual renewal date), an invoice will be issued and the Customer will be liable for the next full year’s Licence fee.

  2.3 Fees are subject to alteration. When the Agreement is renewed, Tes Global will notify the Customer of any such proposed change 45 days prior to the annual renewal date of the Agreement. If the Customer does not wish to accept the change to the Fees then the Customer can terminate the Agreement in accordance with clause 16 or the increase will be deemed to be accepted.

• 3. Payment

  3.1 Payment of the Fees set out in the Sales Contract Order Form shall be made in full within 30 days of the date of the invoice issued by Tes Global. 

  3.2 Payments which become due under these Terms and which are not made in full shall be subject to the provisions of clause 7.3 of the Standard Terms.

  3.3 Tes Global may charge additional fees for additional products or services where they have been requested by the Customer and agreed with the Customer in writing.

• 4. How Tes Global uses the Customer’s information

  4.1 Tes Global processes information about individuals in accordance with its Privacy Policy  which can be found at www.tes.com/terms-conditions/tes-develop-privacy-policy. Please refer to the policy on Tes’ website for information on how personal information will be handled and processed by Tes. By using Tes services or website the Customer consents to such processing and the Customer promises that all personal and other data provided by the Customer is accurate.

  4.2 The Data Processing Agreement that is applicable to these Terms and which the Customer agree to be bound by can be found at https://www.tes.com/terms-conditions/tes-develop-data-processing-agreement

• 5. Tes Global’s right to vary these Terms

  5.1 Tes Global reserves the right to make changes to these Terms at any time and without prior notice to the Customer. Please check these Terms regularly to take notice of any changes made. The Customer’s continued use of the Tes Develop Programme after changes are made constitutes acceptance of these Terms as modified.

• 6. Confidentiality

  6.1 The Receiving Party shall keep any Confidential Information received from the Disclosing Party during the term of this Agreement strictly confidential and will not copy, record or use it or disclose such information to any third party except for the purpose of the proper performance of this Agreement, or with the prior written consent of the Disclosing Party, or as required by law, governmental or regulatory authority (including any relevant security exchange and the Serious Fraud Office), any court or other authority of competent jurisdiction. 

  6.2 Confidential Information includes: (i) any information and data relating to the business, finances, commercial activities, products, Customers, students, suppliers or affairs of the Disclosing Party confidential to it and trade secrets, whether or not protectable; (ii) (by way of example only and without limitation) technical data, know-how, financial information, financial forecasts, business plans, launch data, or organisation of marketing strategies, password and security information.  Confidential Information may include information and data recorded in writing or stored electronically or held in any other manner.  Information will be prima facie confidential if it relates to trade secrets, research and developments, intellectual property rights and any materials incorporating intellectual property rights in whatever form.

  6.3 To the extent that the Disclosing Party's Confidential Information is no longer required by the Receiving Party for the purposes of the proper performance of, or to exercise its rights under, this Agreement, the Disclosing Party shall  (unless it is required by law to retain such Confidential Information) either promptly return the Confidential Information which is in its control, power or possession to the Disclosing Party or (at the Disclosing Party's option) promptly destroy it and certify to the Disclosing Party that it has done the same.

  6.4 The Receiving Party acknowledges and agrees that damages alone may not be an adequate remedy for any breach, or threatened breach, of the confidentiality obligations set out in this clause 7 and that the Disclosing Party shall be entitled to the remedies of injunction, specific performance and other equitable relief.

• 7. Contract management/dispute resolution

  7.1 In the event of any difference or dispute arising out of the interpretation or application of the provisions of this Agreement, the Parties shall immediately consult each other and attempt in good faith to resolve the difference or dispute.

  7.2 The parties may each appoint an individual to oversee any issues which arise in connection with the provision and receipt of the Programme (each, a ‘Contract Representative’).  The Contract Representatives shall meet as and when it is reasonably necessary to discuss in good faith any issues arising in connection with the provision or receipt of the Programme, and shall arrange any formalities to bind a Party of matters arising in connection with this Agreement and any variation to it.

  7.3 Any Disputes shall be notified in writing by one Contract Representative to the other (providing reasonable detail thereof) and shall be discussed between the Contract Representatives at a meeting (which shall take place within a reasonable time following the notification of the Dispute) and the Contract Representatives shall attempt in good faith to resolve the Dispute during the course of their meeting.  If the Dispute is not resolved during such meeting (or if the meeting does not take place within a reasonable time), it shall be referred to the Senior Managers who shall seek to resolve the Dispute in good faith as expeditiously as possible and, in any event, within 10 Business Days of the Dispute being so referred (or such other period of time as the parties may agree).  If the Senior Managers are unable to resolve the Dispute within such period, a party may take any further steps to which it is entitled, including court action, in respect of such Dispute.

  7.4 Nothing in this clause shall restrict the right which either party may have to seek injunctive relief in respect of a breach of this Agreement.

• 8. Intellectual property rights including copyright restrictions

  8.1 Tes Global is the owner or the licensee of all Intellectual Property Rights in the Tes Develop Programme. No part of the website, Learning Platform or Tes Develop Programme including content, information, documents, logos, names, audio, video or icons may be copied, posted, broadcast, republished or reproduced in any format whatsoever without the prior written permission of the copyright holders. All copyrights, patents, trade secrets, trademarks - including any and all trademarks registered in any country or territory - logos or any other intellectual property rights owned by one Party prior to the date of this Agreement will continue to be owned by that Party. Neither Party will gain, by virtue of this Agreement, any intellectual property rights owned by the other and no transfer of intellectual property rights is granted by this Agreement.

  8.2 Tes Global makes reference to both internal (Tes Global) and external (non-Tes Global) websites and sources. These sources will most often be free to access, but users may sometimes be asked to register or subscribe in order to view content. External links and sources are selected and reviewed when the page is published. Tes Global is not responsible for the content of external websites.

  8.3 Tes Global may link to external websites which also offer commercial services, such as online purchases. The inclusion of a link to an external website from Tes Global should not be understood to be an endorsement of that website or the site's owners (or their products/services).

• 9. Compatibility of Services

  9.1 Customers can view the technical specifications required to use the Learning Platform at www.develop.tes.com. To the extent permitted by law, Tes Global accepts no responsibility or liability for the Customer’s failure to use all or part of the Learning Platform due to the Customer’s computer system not meeting the specifications required to access the Tes Develop Programme effectively. Tes Global is under no obligation to provide the Tes Develop Programme by an alternative means if the Customer’s system does not meet the specifications required to utilise the Tes Develop Programme.

• 10. Warranty

  10.1 To the extent permitted by law, Tes Global accepts no liability of any nature whatsoever if, following the use of the Tes Develop Programme, a situation occurs giving the Customer (or any of the Customer’s users) the opportunity to apply the skills taught during the use of the Tes Develop Programme, but notwithstanding such training, loss or damage is sustained by the Customer (or any of the Customer’s users).

  10.2 Tes Global shall use all reasonable endeavours to ensure that the descriptions and content that comprise the Tes Develop Programme are current. However, Tes Global does not give any warranty as to the accuracy of any such information or its suitability for any purpose for which the Customer may wish to purchase, or otherwise.

  10.3 The nature of the Tes Develop Programme is that it will need to be updated and revised from time to time. Some content of the Tes Develop Programme will be refreshed and others may be discontinued or replaced as necessary. Tes Global will endeavour to inform the Customer in advance of changes and replacement or alternative  that are available.

• 11. Unlimited access and fair usage

  11.1 The Tes Develop Programme product is for every adult working in the Customer’s educational establishment as required for genuine use in the course of their duties. The Customer is prohibited from re-selling or granting access to anyone outside of their educational establishment. Tes Global reserves the right to monitor use and limit or deny access to users found to be in breach of these Terms.

• 12. Costs

  12.1 Any and all costs and expenses incurred by either Party arising out of the preparation and implementation of this Agreement shall be borne by that Party, unless expressly agreed otherwise.

• 13. Cancellation

  13.1 The Customer will not be able to cancel an order once the Tes Develop Programme has been accessed.

  13.2 If the Customer does not access the Tes Develop Programme during the Term, Tes Global reserves the right to withdraw the Customer’s access to the Tes Develop Programme. The Customer will not receive a refund if the order is cancelled under this clause.

  13.3 The Tes Develop Programme will be deemed to have been accessed when the relevant e-learning course is commenced or any supporting materials are loaded or viewed by a person utilising the Customer’s account.

• 14. Expiry of access to the Tes Develop Programme

  14.1 The Customer has 12 months to complete the Tes Develop Programme from the start of this Agreement. Tes Global will not be obliged to commence or continue provision of the Tes Develop Programme if the Customer fails to complete the Tes Develop Programme within 12 months.

• 15. Termination

  15.1 Tes Global has the right to terminate this Licence: (i) for convenience at any time on giving the Customer not less than thirty (30) days’ prior written notice of termination; or (ii) with immediate effect in the event that the Customer is in material breach which shall include, but not be limited to non-payment of this Licence or an insolvency event.

  15.2 If Tes Global terminates this Licence for convenience Tes Global shall refund a proportion of any Fees paid by the Customer to reflect the remaining portion of the Licence term on a pro rata basis, for each full month of the unexpired term.

  15.3 In the event that Tes Global terminates this Licence for the Customer’s material breach, all amounts then outstanding and owed to Tes Global by the Customer shall become payable forthwith at the date of termination, and all other monies payable by the Customer in respect of the remainder of the unexpired term.

• 16. General

  16.1 The Customer may not transfer any of the Customer’s rights under these Terms to any other person. Tes Global may transfer its rights under these Terms where Tes Global reasonably believes the Customer’s rights will not be affected.

  16.2 The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms and no third party will have any right to enforce or rely on any provision of these Sales Terms.

  16.3 If any court or competent authority finds that any provision of these terms and conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Terms will not be affected.

  16.4 Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

  16.5 These Terms will be governed by and interpreted according to English law. All disputes arising under these Terms will be subject to the non-exclusive jurisdiction of the English courts.