Terms and Conditions
These user Terms and Conditions may be updated by Us (Number Sense Maths Limited) from time to time without notice to You. We will post any revisions to these Terms and Conditions on this page and We will also indicate, at the bottom of this page, the date that these Terms and Conditions were last revised.
By browsing and using www.numbersensemaths.com (the 'Website' which shall include the placing of subscriptions), You are agreeing to comply with and be bound by the following Terms and Conditions of use, which govern the relationship between You and Number Sense Maths Limited.
Your use of the service or this Website after any revisions have been made constitutes Your acceptance of the new Terms and Conditions. If You do not agree to abide by these or any new Terms and Conditions, do not use or access (or continue to use or access) the service or this Website. It is Your responsibility to regularly check this page to determine if there have been changes to these Terms and Conditions and to consider such changes.
You should print a copy of these Terms and Conditions for future reference and You should also regularly revisit the Terms and Conditions on the Website for the purposes of noting whether or not revisions have been made.
Definitions
In these Conditions the following definitions apply:
Commencement Date: date of acceptance of your order.
Conditions: these terms and conditions as amended time to time.
Contract: the contract between the Supplier (Number Sense Maths Limited) and the Customer (You) for the supply of services in accordance with these conditions.
Customer: the person or organisation who purchases the Services from the Supplier.
Force Majeure Event: has the meaning given to it in clause 15.1.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, 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.
Order: the Customer’s order for the supply of services.
Services: the services supplied by the Supplier to the Customer.
Supplier: Number Sense Maths Limited.
1. Who we are
1.1 Number Sense Maths is the trading name of Number Sense Maths Limited. We are a limited company registered in England and Wales, with company number 10882566.
1.2 The term "Number Sense Maths", "We", "Us" and “Supplier”, shall mean Number Sense Maths Limited, the owner of this Website. The term "You", "Yourself", "Your" and “Customer” refers to the user of this Website.
1.3 Number Sense Maths is the Data Controller within the definition of the General Data Protection Regulation (GDPR).
2. The services
2.1 Number Sense Maths is a provider of high quality maths teaching resources - we call this the 'Service'. Our resources are distributed through subscription to the Teacher Portal on our website.
2.2 Number Sense Maths provides services upon payment of a subscription fee as specified on the Website.
2.3 The price for Services shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier's published price list as at the Commencement Date.
2.4 We reserve the right to change pricing and or availability in respect of any of the services in this clause for any reason and without notice.
2.5 Number Sense Maths is not responsible for non-delivery or technical limitations of the end user for any reason in respect of any of the services in this clause.
2.6 Number Sense Maths reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.
2.7 You agree that Number Sense Maths shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
3. Basis of contract
3.1 The Order constitutes an offer by You to purchase services in accordance with these Conditions.
3.2 The Order shall only be deemed to be accepted when the supplier grants access to users to the services, which will usually be on the commencement date.
3.3 The contract constitutes the entire agreement between the parties. The customer acknowledges that it has not replied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the contract.
3.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier are issued for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
3.5 These conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or of course dealing.
4. Charges and payment
4. 1 The Customer shall pay each invoice submitted by the Supplier:
4.1.1 within 15 days of the date of the invoice; and
4.1.2 in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
4.2 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time ( VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services.
4.3 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above HSBC's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
4.4 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
5. Termination of contract
5.1 This contract will terminate on the expiry of the Contractual Term unless extended by the parties in writing.
5.2 You agree that Number Sense Maths, in its sole discretion and without liability to you or any third party, may suspend or terminate, with or without notice, the Website and/or the Service or any part of it or any of your passwords or accounts (or any part(s) thereof or related files and information) within the Service, and may remove and discard any Content within the Service, for any reason, including, without limitation, for lack of use or if Number Sense Maths Limited believes that you have violated or acted inconsistently with the letter or spirit of these Terms and Conditions.
5.3 Where there is a breach of these Terms and Conditions, the rights described in this paragraph are not Number Sense Maths only remedy and Number Sense Maths may take any other action we reasonably deem appropriate in connection with such breach.
5.4 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
5.4.1 The other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 10 days after receipt of notice in writing to do so;
5.4.2 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 [(being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
5.4.3 The other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors [other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party];
5.4.4 A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
5.4.5 The other party (being an individual) is the subject of a bankruptcy petition or order;
5.4.6 A creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
5.4.7 An application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
5.4.8 The holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
5.4.9 A person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
5.4.10 Any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 5.4.2 to clause 5.4.9 (inclusive);
5.4.11 The other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
5.4.12 The other party's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
5.4.13 The other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
5.5 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
5.6 Without limiting its other rights or remedies, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 9.2(b) to clause 9.2(m), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
5.7 On termination of the Contract for any reason:
5.7.1 the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
5.7.2 the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
5.7.3 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
6. Accounts
6.1 To access the teaching resources You are required to register and provide information about Yourself. You agree to: (a) provide true, accurate, current and complete information about Yourself as prompted by the relevant registration form contained on the Website (such information being the Registration Data) and (b) maintain and promptly update the Registration Data (by emailing Us) to keep it true, accurate, current and complete and We shall not be liable for any loss suffered by Your non-compliance with this provision.
6.2 Your privacy is incredibly important to us. You can find additional information in our Privacy Policy.
6.3 The registration processes will involve You providing a password and We shall provide You with a designated account. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under Your password or account. You agree to (a) immediately notify Number Sense Maths of any unauthorised use of Your password or account and any other breach of security, and (b) ensure that You exit from Your account at the end of each session. Number Sense Maths cannot and will not be liable for any loss or damage arising from Your failure to comply with this obligation.
6.4 Your account is strictly for your use in your nominated school only and you may not use your account to download and print for anyone else. Number Sense Maths does not allow volume printing arrangements, unless specifically agreed in writing (these will be individually negotiated).
6.5 Your account is subject to an acceptable use policy, and user accounts are monitored. Accounts exceeding activity levels deemed appropriate for the size of Your school will be subject to review.
7. Your conduct
7.1 You agree to not use the Service to:
7.1.1 forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
7.1.2 email or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
7.1.3 enter into any of our email lists an email address that is not your own where you know (or ought reasonably to know) that the recipient of the email would not wish to be contacted by Us;
7.1.4 email or otherwise transmit any Content that infringes any patent, trade mark, trade secret, copyright or other proprietary rights ("Rights") of any party;
7.1.5 email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
7.1.6 interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
7.1.7 intentionally or unintentionally violate any applicable law or regulation;
8. Indemnity
8.1 You agree to indemnify, defend and hold Number Sense Maths Limited and its affiliates harmless from and against any and all liability, losses, costs, claims and expenses incurred directly or indirectly (including reasonable legal fees) incurred in connection with or arising out of your violation of these Terms and Conditions, any applicable law or regulation or the rights of any third parties related to the use of the Content, our Website, Service and tools. This indemnity includes both any liability to third parties, and other costs and losses incurred by Number Sense Maths Limited.
9. Special warning for international use
9.1 The Website is designed to be compliant with the applicable laws and regulations of England and Wales. Due to the global nature of the Internet, users from all over the world will have access to the Website, however if you are resident in a country outside of the United Kingdom you use the Website at your own risk.
10. General practices regarding use and storage
10.1 You acknowledge that Number Sense Maths may establish general practices and limits concerning use of the Service, including without limitation the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time.
10.2 You acknowledge that Number Sense Maths reserves the right to de-activate accounts that are inactive for an extended period of time.
10.3 You acknowledge that Number Sense Maths reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
11. Use of Number Sense Maths resources
11.1 All articles, information and other materials presented on the Website are subject to copyright, trade mark right and/or other intellectual property rights owned by or licensed to Number Sense Maths Limited. You are prohibited from reproducing, extracting, providing links to or otherwise communicating or making available to third parties any part of the content of this Website or any resources therein without Number Sense Maths Limited's written consent. You acknowledge that, by making use of this Website, you are agreeing to comply with this prohibition and that any breach thereof is likely to result in legal proceedings being issued against you.
11.2 You acknowledge that all materials You download remain the property of Number Sense Maths Limited in perpetuity.
11.3 Number Sense Maths strictly forbids the use of any scripted or otherwise automated method of content or website access.
12. Disclaimers
You expressly acknowledge and agree that:
12.1 The content of the pages of the Website is for your general information and use only. It is subject to change without notice.
12.2 Your use of the Service is at your sole risk. Number Sense Maths has made every effort to ensure that the Content on the Website and made available through the Service is accurate and up-to-date and correct at the time of publication. However, the Website and the Service are provided on an 'as is' and 'as available' basis. We do not guarantee the accuracy, timeliness, completeness or fitness for purpose of the Content provided on the Website or through the Service or that use of the Website will be uninterrupted, virus free or error-free. No responsibility is accepted by or on behalf of Number Sense Maths for any errors, omissions or inaccurate information on the Website or available through the Service.
12.3 Neither Number Sense Maths nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on the Website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
12.4 Unauthorised use of the Website may give rise to a claim for damages and/or be a criminal offence.
12.5 The Content on the Website and made available through the Service is for general information only and is not intended to, nor does it, constitute legal or other professional advice or services or a recommendation to purchase any product or service upon which a specific decision should be made. The information, Content of the Website and Service do not address your particular circumstances and accordingly you should not rely upon the Content of the Website or the Service as a substitute for proper professional advice.
12.6 Number Sense Maths is not responsible for how the Content on the Website or available through the Service is used, is interpreted or what reliance is placed on it. We do not accept any responsibility for the results of any action taken on the basis of the information provided on the Website or available through the Service. It shall be your own responsibility to ensure that any products, services or information available through this Website meet your specific requirements.
12.7 Any material downloaded or otherwise obtained through the use of the Service is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.
12.8 No advice or information, whether oral or written, obtained by you from Number Sense Maths shall create any warranty or other obligation not expressly stated in these Terms and Conditions.
13. Availability of the website
13.1 Number Sense Maths has an excellent record of uptime and availability of the Website. We do not, however, guarantee that the Website will operate continuously without interruptions or be error free and Number Sense Maths therefore accepts no liability for its unavailability.
13.2 You must not attempt to interfere with the proper working of the Website and, in particular, you must not attempt to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, Website, router or any other internet connection device.
14. Limitations of liability
14.1 Number Sense Maths Limited's liability to you in contract, tort (including negligence) with regard to these Terms and Conditions, use of the Website and/or any Service shall be limited the greater of: (a) £150 and (b) the price paid by you to Number Sense Maths Limited under any Contract during the 3 months preceding the event giving rise to the claim.
14.2 You expressly acknowledge and agree that Number Sense Maths Limited shall not be liable for any indirect, incidental, special, consequential or exemplary damages, nor for direct or indirect loss of profits revenue, business, anticipated savings, goodwill, opportunity, reputation, business interruption, use, data or intangible losses even if Number Sense Maths Limited has been advised of the possibility of such damage.
14.3 Nothing in these Terms and Conditions shall affect the statutory rights of any consumer or exclude or restrict any liability for fraud or for death or personal injury arising from the negligence of Number Sense Maths Limited.
15. Events outside of our control
15.1 Number Sense Maths will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms and Conditions or any Contract that is caused by events outside our reasonable control ("Force Majeure Event"). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following;
15.1.1 Strikes, lock-outs or other industrial action;
15.1.2 Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
15.1.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
15.1.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport
15.1.5 Impossibility of the use of public or private telecommunications networks;
15.1.6 The acts, decrees, legislation, regulations or restrictions of any government;
15.1.7 Viruses and cyber attacks;
15.1.8 Power or other failure affecting any part of our servers, premises or any other part of our service.
15.2 Number Sense Maths Limited's performance under any Terms and Conditions or any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance during that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Terms and Conditions or any Contract may be performed despite the Force Majeure Event.
16. Intellectual property
16.1 The contents of the Website are protected by international copyright laws and other intellectual property rights. The owner of these rights is Number Sense Maths Limited.
16.2 The figurative mark “Number Sense Maths” is a registered Trademark in the UK under number UK00003449981 in favour of Number Sense Maths Limited (filing date 9 December 2019).
16.3 Any material or information downloaded from this Website is subject to Copyright Terms. You may not modify, copy, reproduce, republish, upload, post, transmit or distribute, by any means or in any manner, any material or information downloaded from this Website without prior written authorisation from a director of Number Sense Maths Limited.
17. Notices
17.1Unless otherwise expressly stated in these Terms and Conditions, all notices from You to Us must be in writing and sent to our contact address at Number Sense Maths Ltd, 30 Gay St, Bath BA1 2PA.
17.2 Notices from Us to You may be in writing or electronic format (to include both email and notice via the Website).
18. Age restrictions
18.1 You must be over 18 to take out a subscription to the website.
18.2 An individual under 18 may use the website if they have the consent of their parent or guardian or their teacher if they are using the website in an educational context. By allowing an individual under 18 to use the website in any way, You agree to provide us on request with the required consent in a format to be determined by Us at our absolute discretion.
19. Invalidity
19.1 If any part of these Terms and Conditions is unenforceable (including any provision in which We exclude our liability to You) the enforceability of any other part of these conditions will not be affected.
20. Privacy
20.1 You acknowledge and agree to be bound by the terms of our Privacy Policy.
21. Third party rights
21.1 Except for our affiliates, directors, employees or representatives, a person who is not a party to this agreement has no right under the United Kingdom Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement but this does not affect any right or remedy of a third party that exists or is available apart from that Act.
22. Entire agreement
22.1 These Terms and Conditions, together with our current Website prices, delivery details, contact details and Privacy Policy, set out the whole of our agreement relating to the supply of the Services to You by Us.
23. Waiver
23.1 No delay or failure by Number Sense Maths to exercise any of its powers, rights or remedies under this agreement shall operate as a waiver of them nor shall any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver, to be effective, must be in writing.
24. Governing law
24.1The contract between us shall be governed by and interpreted in accordance with English law and the English courts shall have jurisdiction to resolve any disputes between us.
24.2 Your use of this Website and any dispute arising out of such use of the Website is subject to the laws of England and Wales and You hereby consent to this jurisdiction.
25. Contacting us if there is a problem
25.1 If you have any concerns about your membership, the website or our resources or if you would like to make a complaint, please contact the support team at [email protected]. We will endeavour to respond to all concerns within 3 working days.