1.1 In these Conditions:
"Conditions" means the standard terms and conditions set out in this document as
may be revised from time to time by the Provider and as notified in Writing by
the Provider to the Subscriber at its absolute discretion; "Contract" means the
contract for the provision of the Services entered into by the Subscriber in
accordance with condition 2 of these Conditions; "Currency" means pounds
sterling or such other currency as the Provider may reasonably specify; "Price"
means the price of the Services as specified on the Site; "Provider" means
Amazing Grades Limited (registered in England and Wales with company number
03887890) whose registered office is 19 Grey St, Newcastle upon Tyne NE1 6EE
Tyne and Wear; "Services" means the Services offered by the
Provider on the Site and to be provided by the Provider to the Subscriber as
described in the Subscription; "Site" means the Provider's Site at
www.amazing-grades.com; "Subscriber"means the person who subscribes with the
Provider through the Site for the provision of Services and whose Subscription
for the Services is received and accepted by the Provider; "Subscription" means
the subscription request completed on the Site and transmitted to the Provider
by e-mail; "Working Day" means any day of the week excluding Saturdays, Sundays
and public holidays; "Writing" includes e-mail, telex, cable, facsimile
transmission and comparable means of communication.
1.2 Any reference in these Conditions to a statute or a provision of a statute
shall be construed as a reference to that statute or provision as amended,
re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not
affect their interpretation.
1.4 In these Conditions words importing the masculine gender only include the
female and neuter genders and vice versa and words importing the singular
number only include the plural and vice versa and references to persons shall
include bodies corporate, unincorporated associations and partnerships.
1.5 Unless otherwise stated references to clauses and sub-clauses are references
to clauses and sub-clauses of these Conditions.
2. Basis of Provision of Services
2.1 The Subscription constitutes an offer by the Subscriber to purchase the
Services subject to these Conditions. The Provider shall acknowledge receipt of
the Subscription without undue delay after receipt. The offer is accepted by
the Provider and the Contract formed when the Provider performs the Services
for the Subscriber having received payment in full of the Price.
2.2 These Conditions shall apply to the Contract to the exclusion of any other
terms and conditions. The Subscriber signifies acceptance of these Conditions
by way of its Subscription.
2.3 The Provider's employees or agents are not authorised to make any
representations concerning the Services. In entering into the Contract the
Subscriber acknowledges that it does not rely on any such representations.
2.4 Any advice or recommendation given by the Provider or its employees or
agents to the Subscriber or its employees or agents as to the performance of
the Services is followed or acted upon entirely at the Subscriber's own risk,
and accordingly the Provider excludes its liability for any such advice or
recommendation to the fullest extent permitted by law.
2.5 Any typographical, clerical or other error or omission in any sales
literature, quotation, price list, confirmation of Subscription, invoice or
other document or information issued by the Provider shall be subject to
correction without any liability on the part of the Provider.
3. Written Confirmation
The Provider will confirm in Writing (which shall, where the Subscription is
made by e-mail or online form, be deemed to include confirmation by e-mail, and
the Subscriber, in placing a Subscription by e-mail, confirms its acceptance of
confirmation by e-mail) before or during performance of the Services all such
information as is required to be provided pursuant to the Consumer Protection
(Distance Selling) Regulations 2000 ("the Regulations").
4.1 The performance details of the Services shall, subject to these Conditions,
be as specified in the Subscription.
4.2 The Subscriber shall be responsible to the Provider for ensuring the
accuracy of the terms of any Subscription (including any applicable
specification) submitted by the Subscriber, and for giving the Provider any
necessary information relating to the Subscriber or the Services on request by
the Provider within a sufficient time to enable the Provider to perform the
Contract in accordance with its terms.
5.1 The Provider will make all reasonable efforts to ensure that the Services
advertised are available.
5.2 If the Services are unavailable at the date of the Subscription the Provider
shall contact the Subscriber to inform it of the unavailability of the Services
5.2.1 with the Subscriber's consent perform the Services at a later date and
notify the Subscriber of the new date for performance; or
5.2.2 inform the Subscriber that it cannot accept the Subscription and return
any payment made, in which case the Provider shall have no further liability to
6. Cooling Off Period
6.1 Where the Subscriber is a consumer within the meaning of the Regulations the
Subscriber shall (subject to clauses 6.2 and 6.3) be entitled (by notice in
Writing to the Provider) to cancel any Subscription for Services within 7
Working Days of the Contract being formed and such period shall be referred to
in these Conditions as the "Cooling Off Period".
6.2 If performance of the Services has commenced prior to the end of the Cooling
Off Period the Subscriber shall not be entitled to exercise its right under
clause 6.1 to cancel in respect of such Services.
6.3 Where the Provider supplies the confirmation of the information specified in
clause 3 during the performance of the Services, the Cooling Off Period will be
extended to 7 Working Days beginning on the day after the date on which the
Subscriber receives such confirmation.
The Price shall be as stated on the Site unless otherwise agreed between the
Subscriber and the Provider.
8. Terms of payment
8.1 The Subscriber shall pay the Price in the Currency by credit/debit facility
at the time of placing the Subscription.
8.2 The Price is inclusive of any applicable value added tax or other similar
8.3 Payment will be acknowledged by the Provider by provision of a receipt to
the Subscriber by e-mail when payment is processed.
8.4 The Subscriber shall have no right of set-off whether statutory or
9. Changes and Alterations
The Provider reserves the right to change or amend the contents of these
Conditions at any time and for whatever reason and such changes and amendments
shall be effective from the seventh Working Day that they are notified to the
Subscriber by posting the changes and amendments on the Site.
10.1 The Provider undertakes to use its reasonable commercial endeavours to
ensure that the details and specifications set out on the Site and in the
on-line subscription form are correct but the Subscriber acknowledges that
errors may occur.
10.2 Any typographical, clerical or other error or omission on the Site or any
sales literature, quotation, price list, invoice or other document or
information issued by the Provider shall be subject to correction without any
liability on the part of the Provider.
10.3 If any error arises as to the Price prior to the Provider accepting the
Subscription in accordance with clause 2.1, the Provider reserves the right to:
10.3.1 if the Services have been overpriced, contact the Subscriber as soon as
reasonably practicable and reimburse the difference; or
10.3.2 if the Services have been underpriced, contact the Subscriber as soon as
is reasonably practicable and invite the Subscriber to subscribe for the
Services at the revised price and in the event that the Subscriber declines to
subscribe at the revised price the Provider shall be entitled to refuse to
accept the Subscriber's Subscription at the under-priced Price and shall
reimburse the Price to the Subscriber and the Provider shall have no further
liability to the Subscriber.
11. Warranties and Liability
11.1 The statutory rights of the Subscriber are not affected by these
Conditions. Where any valid claim in respect of any of the Services or the
performance of such Services or the failure in the performance of the Services
is not notified to the Provider within 14 days of the performance of the
Services the Provider shall refund to the Subscriber the Price (or a proportion
of the Price), but the Provider shall have no further liability to the
Subscriber except so far as is excluded by law.
11.2 Except in respect of death or personal injury caused by the Provider's
negligence, the Provider shall not be liable to the Subscriber by reason of any
representation (unless fraudulent), or any implied warranty, condition or other
term, or any duty at common law, or under the express terms of the Contract,
for any indirect, special or consequential loss or damage (whether for loss of
profit or otherwise), costs, expenses or other claims for compensation
whatsoever (whether caused by the negligence of the Provider, its employees or
agents or otherwise) which arise out of or in connection with the performance
of the Services, and in any event the entire liability of the Provider under or
in connection with the Contract shall not exceed the Price.
11.3 In no circumstances shall the Provider be liable for any economic loss or
damage suffered by the Subscriber howsoever caused which for the avoidance of
doubt shall be taken as including any loss of profits, business revenue,
business interruption, goodwill, anticipated saving, overhead and labour costs,
loss of business information or any other pecuniary loss (even where the
Provider has been advised of the possibility of such loss or damage).
11.4 No warranty is given as to the accuracy of any information on the Site, and
the Provider reserves the right to modify or discontinue the Site at any time
without liability to the Subscriber.
12. Intellectual Property Rights and Links
12.1 All copyright, trademarks and any other intellectual property rights
(whether registered or unregistered) in any of the contents of the Site remain
the property of the Provider. Any goodwill associated with those intellectual
property rights shall accrue automatically to the Provider, as the case may be.
12.2 The Subscriber shall not copy, reproduce, transmit, distribute or
commercially exploit the contents of the Site, other than to download the
content on to one computer hard drive for the purpose of personal use only.
12.3 The Provider may provide links from the Site to other sites. The Provider
is not responsible for the availability or content of any such Sites. The
Subscriber agrees that the Provider will not be liable for any loss or damage
whatsoever caused or alleged to be caused by or in connection with the
Subscriber's use of any such sites.
13. Subscriber's Use of Site
13.1 The Subscriber will not use the Site for any illegal purpose and will use
the Site in accordance with all relevant laws.
13.2 The Subscriber will not use the Site in such a way that the Site is
damaged, interrupted or its functionality is reduced or impaired.
13.3 The Subscriber will not use the Site so as to infringe the rights of any
person or body (including but not limited to rights of confidentiality or
intellectual property rights).
The Subscriber will indemnify the Provider immediately on demand against all
claims, liability, damages, costs and expenses arising out of any breach of
these Conditions by the Subscriber or any other liabilities arising out of the
Subscriber's use of the Site.
15. Customer Restrictions
15.1 The Provider welcomes guardians buying Amazing Grades on behalf of younger
15.2 The holders of the credit or debit card used by the Subscriber will be
fully liable for all sums charged by the Provider.
16. Force Majeure
Without prejudice to the generality of the foregoing conditions, the Provider
shall not be liable for any loss or damage caused by the non-performance or
delay in the performance of any of its obligations hereunder if the same is
occasioned by any cause whatsoever which is beyond the Provider's control,
including but not limited to acts of God, war, civil disturbance, terrorism,
requisitioning import or export regulations, strike, lock out or trade dispute,
difficulties in obtaining materials, breakdown and machinery fire, or accident.
Should any such event occur the Provider may cancel or suspend the Contract
without incurring any liability for any loss or damage thereby occasioned.
17. Contracts (Rights of Third Parties) Act 1999
Except as expressly provided in this Agreement, a person who is not a party to
the Contract shall have no rights under the Contracts (Rights of Third Parties)
Act 1999 to rely upon or enforce any term of the Contract provided that this
does not affect any right or remedy of the third party which exists or is
available apart from that Act.
This Contract shall be binding upon and enure for the benefit of the personal
representatives or successors in title of the parties.
19. Entire Agreement
19.1 These Conditions contain the entire agreement and understanding of the
parties in connection with the Contract.
19.2 In particular (but without prejudice to the generality of the other
provisions of this clause) each party acknowledges to the other that it has not
been induced to enter into the Contract nor relied upon any representation or
warranty other than the representations and/or warranties expressly set forth
in these Conditions. This acknowledgement shall not apply to any
misrepresentations and/or breaches of warranty, which constitute fraud.
Subject to clause 9, no variation of these Conditions shall be valid unless it
is in Writing and signed by or on behalf of each of the parties to the
If any term or provision in these Conditions shall be held to be illegal or
unenforceable in whole or in part under any enactment or rule of law such term
or provision or part shall to that extent be deemed not to form part of these
Conditions but the validity and enforceability of the remainder of these
Conditions shall not be affected.
22. Waiver and cumulative remedies
No failure to exercise or delay in exercising any right or remedy under these
Conditions shall constitute a waiver thereof and no waiver by the Provider of
any breach or non-fulfilment by the Subscriber of any provision of the Contract
shall be deemed to be a waiver of any subsequent or other breach of that or any
other provision hereof. No single or partial exercise of any right or remedy
under these Conditions shall preclude or restrict the further exercise of any
such right or remedy and the rights and remedies of the Provider provided in
these Conditions are cumulative and not exclusive of any rights and remedies
provided by law.
23. Governing Law
These Conditions and the Contract shall be governed by and construed in
accordance with the laws of England and Wales. Each of the parties hereby
irrevocably submits to the exclusive jurisdiction of the courts of England and