Terms and Conditions of Service

Version number: 2.0

Last updated at: 25th June 2024

Introduction

These Terms and Conditions of Service apply to any individual or organisation that signs up for, or subscribes to, any service provided by Lyfta either directly or through a distributor. Taken with any quote, contract, agreement or invoice sent to you, these Terms and Conditions of Service govern and define your agreement with us and your and your staff’s use of Lyfta.

These Terms and Conditions of Service superseded all other prior versions.

Definitions and interpretation

1. The following definitions apply to these Terms and Conditions of Service:

Agreed Subscription Period: The duration of the Subscription to Lyfta which was agreed at sale, recorded in writing and approved by the Customer by any of the following: agreement in writing; signing of a quote, contract or agreement for all or part of the period; paying a Lyfta invoice directly or organising payment of a Lyfta invoice. Agreed Subscription Periods are normally between 12 and 36 months in length.

Content: Materials accessed through the Platform including, but not limited to, videos, 360 stills and 360 film, audio recordings, articles, lesson plans, collections of resources, images and text.

Critical Third Party Vendors: An organisation offering third party integrations which are required in order to provide the Platform for the Customer. For a list of these organisations, visit our Privacy Policy, which is available at www.lyfta.com/privacy-policy. This list may change from time to time. We take great care to only engage reliable third parties who can guarantee the security of Customer, User and Lyfta data.

Customer: An individual or Organisation involved in and/or responsible for a financial transaction with Lyfta.

Distributor: A third party working with Lyfta to sell Subscriptions and provide support to Customers and Users. Such Distributors are not working as Lyfta's representative; they own and are solely responsible for the Customers they sell to.

Fee(s): The money payable by the Customer for the cost of the Subscription to the Platform as calculated by Lyfta and detailed in the Customer’s invoice.

Lyfta, we, us, our: Lyfta Education Limited, 1 Chapel Street, Warwick, CV34 4HL, United Kingdom; registered company number 12017215; VAT number 327 7396 70.

Lyfta Lead: A nominated User within an Organisation who is granted administrative rights to the Platform by and on behalf of the Customer, enabling them to add and remove Users as well as review basic usage within their Organisation’s Users. They are also the primary point of contact with and for Lyfta regarding the Customer’s account.

Organisation: A recognised establishment including, but not limited to, schools, colleges, academies, Multi Academy Trusts, home education group or other educational institutions which employs or otherwise engages a User.

Platform: https://teacher.lyfta.com, https://student.lyfta.com and https://help.lyfta.com and associated application programming interfaces, code, web pages and Content which is accessed online.

Seats: Each Seat represents a single User Account associated with a Subscription. The number of seats available to a Customer is defined by the product tier and package that the Subscription is based upon.

Subscription: A Subscription enables access to the Platform. Subscriptions are based on the product tiers and packages displayed on Lyfta's pricing page ( www.lyfta.com/pricing), at the time of registration (in the case of the free-of-charge trial) or at the time of purchase (in the case of paid-for Subscriptions), or in conjunction with any other specific offer made in writing by Lyfta and as referenced in the relevant Customer quote, contract, agreement or invoice.

User: Anyone accessing the Lyfta Platform via an account including, but not limited to, teachers, tutors, parents, home educators, students, Organisation administrators and educational consultants.

User Account: The credentials (username and password) associated with a User or Customer enabling them to take advantage of their Subscription by accessing the Platform.

User-generated Content: Any data or content created or uploaded by a User onto the Platform. This includes, but is not limited to, lesson plans, collections, comments and responses to in-lesson questions and prompts.

The Agreement

1. The parties to this Agreement are Lyfta and the Customer.
2. The Agreement between Lyfta and the Customer shall be deemed to have been entered into upon any of the following, whichever is the earlier: signature by the Customer on the relevant quote, contract or agreement; agreeing in writing to purchase; by payment of the relevant Lyfta invoice; or when we make the Platform available to the Customer through a paid-for Subscription.
3. By entering into this Agreement, the Customer warrants and undertakes that they have the requisite power and authority to do so, whether on behalf of their Organisation or as an individual, and that any Customer signing the quote or agreeing to the Subscription on an Organisation’s behalf has been duly appointed by the Organisation and given the requisite power and authority to bind the Organisation. Lyfta shall be entitled to rely on this clause as a condition of any Agreement entered into.
4. There may be occasions where specific variations to these Terms and Conditions of Service are agreed with the Customer at the time of sale. Such variations will be regarded as valid provided that they are expressed and agreed in writing by representatives from the Customer and from Lyfta, all of whom have the requisite power and authority to do so.
5. In the case of conflict between the following; order of precedence over these Terms and Conditions of Service shall be followed (highest priority first) on the points in conflict only:
1. Variations to these Terms and Conditions of Service agreed in writing and outlined in the relevant quote, invoice, contract or agreement.
2. Distributor agreements.
3. These Terms and Conditions of Service.
6. Unless expressly outlined otherwise in these Terms and Conditions of Service, these Terms and Conditions of Service shall be the sole terms and conditions applicable to the Customer and User’s Subscription to, and use of, the Platform.
7. Upon renewal, this Agreement shall continue in full force and effect for the new Subscription or existing Agreed Subscription Period whichever is the longer.

Acceptance of Terms and Conditions of Service

1. Use of Lyfta is conditional upon acceptance of these Terms and Conditions of Service, the current version of which is available online at https://www.lyfta.com/terms-and-conditions
2. These Terms and Conditions of Service shall be deemed to have been accepted in their entirety by the Customer upon any of the following, whichever is the earlier: signature by the Customer on the relevant quote, contract or agreement; agreeing in writing to purchase; by payment of the relevant Lyfta invoice; or when we make the Platform available to the Customer through a paid-for Subscription.
3. These Terms and Conditions of Service shall be deemed to have been accepted in their entirety by a User upon registration for an account; or through the act of creating an account on their behalf and/or enabling their access to the Platform by the Customer, another User in the same or an associated Organisation, the Lyfta Lead within the Organisation or associated Organisation, or Lyfta at the request of the Customer or Lyfta Lead.
4. Acceptance of these Terms and Conditions of Service is deemed to continue so long as a Customer’s or User’s account is associated with an active Subscription whether paid-for or free-of-charge.
5. If a Customer does not agree to these Terms and Conditions of Service, they must notify us in writing via info@lyfta.com immediately. Then:
1. The Organisation and associated User’s accounts will be suspended.
2. The terms regarding Termination and Cancellation of Subscriptions outlined here will apply.
6. If an individual User does not agree to these Terms and Conditions of service they must notify us in writing via info@lyfta.com immediately. Then:
1. The User’s account will be suspended.
2. The terms regarding Termination and Cancellation of Subscriptions outlined here may apply.

Description of Service

1. Lyfta is a Subscription-based online, educational content platform.
2. By subscribing to Lyfta, Customers and Users can access high quality films, multimedia content, resources and lesson plans that support and enhance learning.
3. A Subscription to Lyfta and associated User Account is required in order to access and use the Platform.
4. Subscriptions are normally 12-36 months in length and based on the product tiers and packages, displayed on Lyfta's pricing page ( www.lyfta.com/pricing), unless agreed otherwise in writing at the time of purchase (in the case of paid-for Subscriptions).
5. Fees for a Subscription are calculated using: either the number of individual Seats an Organisation requires for a given class, key stage or school; or on a per-pupil basis for a given class, key stage or school, and are based on the product tiers and packages, displayed on Lyfta's pricing page ( www.lyfta.com/pricing), unless agreed otherwise in writing at the time of purchase (in the case of paid-for Subscriptions).

Payment Terms

1. Fees are payable within the payment period outlined on the invoice which is normally 30 days from the invoice date, unless expressly agreed in advance and in writing as outlined in these Terms and Conditions of Service.
2. Fees invoiced for Subscriptions are payable in full by the Customer by BACS payment, cheque or Stripe without withholding or setting-off payment for any reason.
3. The Fees payable by the Customer are exclusive of all value added, sales, transaction and other taxes which shall be payable by the Customer in addition to the Fees and such taxes will be payable at the same time as payment is due for the Subscription.
4. Lyfta may request reasonable evidence to confirm the number of pupils enrolled or otherwise registered to the Customer. The Customer shall supply such evidence within 5 business days.
5. Paid-for Subscriptions automatically renew on the basis of the Subscription charges in place at the time of renewal and invoices will be sent, and are duly payable, until notice of termination is received from the Customer in accordance with these Terms and Conditions of Service.
6. Paid-for Subscriptions are pre-paid at the start of each Subscription year within the Agreed Subscription Period unless expressly agreed with Lyfta in advance and in writing.
7. The Customer should notify Lyfta in writing of any changes to billing information.
8. Lyfta reserves the right to charge interest on the invoiced amount if payment is not received within the agreed payment period.
1. Prior to charging interest, Lyfta will contact the Customer to ensure that the invoice has been correctly received and that the Customer has all the necessary information in order to arrange for payment.
2. Where Lyfta decides to add interest to the Customer’s outstanding invoice, this interest will be added to the existing invoice and the invoice will be reissued.
3. Interest, where added, will be calculated based on 8% plus the Bank of England base rate at that time.
4. For each month that the subscription invoice remains unpaid, further interest may be accrued and invoiced accordingly.
9. Lyfta reserves the right to temporarily suspend and/or completely remove access to the Platform when invoices remain unpaid.
10. Non-payment of invoice does not cause a termination or cancellation of the Subscription and/or this Agreement. Termination and Cancellation of Subscription can only take place as outlined in these Terms and Conditions of Service and cancellation charges will apply as outlined.
11. Where the Agreed Subscription Period covers more than one Subscription year, the cost of the Subscription will increase each September by Consumer Price Index rate announced in the previous month unless explicitly agreed in writing at the time of sale. In the event that the Consumer Price Index is negative, no increase will be applied.
12. Lyfta reserves the right to change Subscription prices upon the renewal of an Agreed Subscription Period unless agreed in writing at the point of sale. Lyfta will notify the Customer of any changes 60 days in advance of the renewal.
13. Lyfta reserves the right to charge for access to resources beyond the scope of the Subscription such as for, but not limited to, training, educational or multiple Organisation participation events.

Termination and Cancellation of Subscriptions

1. Lyfta offers a 14-day cooling-off period for all new Agreed Subscription Periods. This begins the day after the Customer has agreed to purchase a Subscription as indicated by any of the following, whichever is the earlier: signature by the Customer on the relevant quote, contract or agreement; agreeing in writing to purchase or renew; by the relevant Lyfta invoice payment becoming due; payment of the relevant Lyfta invoice; or when we make the Platform available to the Customer through a paid-for Subscription. To request a refund or cancellation of invoice within this period of time, please contact info@lyfta.com.
2. After the cooling-off period has expired, the invoice shall be payable in full by the Customer without withholding or setting-off payment for any reason, and cancellation charges will apply as outlined in these Terms and Conditions of Service.
3. A Customer may cancel their subscription at any time during an Agreed Subscription Period by providing written notification to Lyfta via info@lyfta.com. Then:
1. Paid-for Subscriptions are prepaid and no refund will be given for the current Subscription year, or any additional prepaid years, within the Agreed Subscription Period.
2. Cancellation charges may be charged to the Customer by Lyfta:
1. Where the Customer has provided notice of cancellation within the final year of their Agreed Subscription Period no cancellation charges will be due.
2. Where the Customer has provided notice of cancellation part way through a multiyear Agreed Subscription Period which has not been fully prepaid, cancellation charges will apply as follows:
1. No refund for the current Subscription year.
2. 100% of the value of the Subscription for the following Subscription year within the Agreed Subscription Period plus,
3. 25% of the value of the Subscription for each and every subsequent Subscription year within the Agreed Subscription Period.
3. Any cancellation charges will be invoiced separately to the Customer and will be payable by the Customer in full without withholding or setting-off payment for any reason.
4. Lyfta may, at its sole discretion, waive some or all cancellation charges.
5. Access to the Platform will be affected by Customer cancellation as follows:
1. Access to the Platform for Users will continue until the end of any prepaid Subscription year(s).
2. Where the Customer has provided notice of cancellation part way through a multiyear Agreed Subscription Period, which has not been fully prepaid and cancellation charges have been levied, access to the Platform will be as follows:
1. Access to the Platform will continue until the end of the current Subscription year.
2. In the following Subscription year of the Agreed Subscription Period, access to the Platform may continue if the Customer provides a written request to Lyfta via info@lyfta.com.
3. During each and every subsequent Subscription year of the Agreed Subscription Period, there will be no access to the Platform.
4. In the event that Lyfta is unable to take payment of your invoice, Lyfta may, without liability and without providing notice, cancel a Customer’s and all associated Users’ Subscriptions.

Changes to Subscriptions

1. The number of Seats available to a Customer is detailed on the relevant Lyfta invoice. If a Subscription is agreed on a per-pupil basis then the number of Seats automatically available to a Customer for their teachers is equal to the number of pupils divided by 30 and rounded up to the next whole number.
2. A Customer may not reduce the number of Seats associated with a paid-for Subscription during the Agreed Subscription Period.
3. A Customer may increase the number of Seats associated with a paid-for Subscription at any time by providing written notification through the in-Platform customer support chat or to info@lyfta.com.
4. Lyfta may alert a Customer to the need to increase the number of Seats associated with a paid-for Subscription at any time in response to a Customer or Lyfta Lead request to add Users to their Subscription.
5. The staffing list, as displayed on the Customer’s (or associated Organisation’s) website, will be used as evidence of the year and key stage of a given User where additional Seats are required.
6. Additional Seats for may be chargeable as follows:
1. Where the Customer has signed up the whole school to Lyfta in the Organisation in question (whether by teachers, classes or on a per-pupil basis), there will be no charge to the Customer.
2. Where the Customer has signed up all of a given key stage within the Organisation in question (whether by teachers, classes or on a per-pupil basis) and the additional Seat(s) are required for a teacher in that key stage, there will be no charge to the Customer.
3. Where the Customer has expressly signed up certain year groups (whether by classes or on a per-pupil basis) and a teacher job-share arrangement is newly agreed within the Organisation in question within those year groups and the additional Seat(s) are required for teacher(s) in those year groups, there will be no charge to the Customer.
4. In all other circumstances, the additional Seat(s) will be chargeable. The associated Fee will be calculated on the same basis as the Customer’s current Subscription and prorated so that each remaining month in the Subscription year is charged at 1/12th of the cost for a full year.
5. Where a charge applies, an invoice will be raised by Lyfta for the cost of any additional Seats. This will be payable by the Customer in full without withholding or setting-off payment for any reason.
7. Any additional Seats invoiced will be added to the total number of Seats to be invoiced for the coming Subscription year at the point of renewal.
8. Subscriptions are non-transferable.
9. We reserve the right to suspend, amend and/or cancel free-of-charge Subscriptions.

User Accounts

1. A Customer must nominate a Lyfta Lead for the Subscription who has the authority to add or remove Users, and associated User Accounts, on behalf of the Customer.
2. User Accounts can be created through any of the following:
1. Self-registration for an account by the individual through www.lyfta.com.
2. Registration through the Platform on behalf of the individual by the Customer or Lyfta Lead.
3. Registration through Lyfta’s systems linked to the Platform on behalf of the individual by Lyfta at the request of the Customer or Lyfta Lead.
3. User Accounts may only be used by the person registered to the account and are wholly non-transferable. Users must protect their usernames and passwords and account details must not be shared between different individuals.
4. A Customer and associated Lyfta Lead(s) are responsible for administering access to Users and keeping all User Account details up to date.
5. A Customer is responsible for ensuring that all Users associated with it act in accordance with these Terms and Conditions and the Customer accepts any liability resulting from behaviour of their Users.
6. Lyfta reserves the right to access and make changes to any Customer or User Account at the request of the Customer or their Lyfta Lead, without the prior permission of the Customer or User whose account is accessed or changed.
7. Users must notify Lyfta immediately if they suspect that their, or any User account, has been compromised and must cooperate fully with any reasonable requests we make to enable investigation, containment and remedy of such an incident.
8. User’s accounts can be suspended through any of the following:
1. By the Lyfta Lead using the tools within the Platform.
2. By Lyfta using Lyfta’s systems linked to the Platform on behalf of the Customer, Lyfta Lead or User.
9. Lyfta may, without notice, temporarily or permanently revoke access to the platform where Customer or User behaviour is in breach of these Terms and Conditions of Service or for other reasons outlined within these Terms and Conditions of Service.
10. Where a Customer’s paid-for Subscription has come to an end through the Customer providing notice of cancellation as outlined in these Terms and Conditions of Service, all associated Users will revert to free-of-charge Subscriptions with limited access to the Platform. Lyfta reserves the right to suspend, amend and/or cancel free-of-charge Subscriptions.

Acceptable Use

1. Access to the Platform is limited to Customers and Users only.
2. Users must protect their usernames and passwords and account details must not be shared between different individuals.
3. Users must not access or use the Platform for any activity or purpose which:
1. Is illegal or prohibited by any laws or Customer policies that apply to the User.
2. Is illegal or prohibited by any laws that apply to Lyfta.
3. Is libellous, defamatory, offensive, abusive, obscene, inappropriate, threatening, hateful or otherwise in bad faith, or assists or encourages such activity or purpose.
4. Knowingly introduces viruses or malicious computer code to the Platform.
5. Damage or disrupt the Platform or any linked system.
6. Could reasonably be expected to adversely affect the reputation of Lyfta.
7. Violates Lyfta’s rights in any way.
8. Is prohibited by these Terms and Conditions.
4. Any User found to be intentionally misusing the Platform as outlined above will have their Subscription revoked without refund. Cancellation charges may also apply.
5. The Platform is provided for use in the Organisation(s) of the Customer only. Use outside of the Customer’s Organisation(s) by an associated User is strictly prohibited except with Lyfta’s express prior written consent.
6. The Content is for use through the Platform only and must not be printed, copied or reproduced in any way by a Customer or User.
7. Users must take their own precautions to protect their equipment from any viruses or malicious computer code. Lyfta does not accept any responsibility for any damage or interference to any equipment arising from use of the Platform.
8. These Acceptable Use rules apply to the Platform and any other events run by Lyfta or in Lyfta’s name.
9. Failure to comply with these Terms and Conditions of Service will result in a Customer Subscription or User’s account being temporarily suspended or permanently revoked.
10. Lyfta may disclose the identity of a User to the relevant law enforcement authorities in the United Kingdom where a User’s behaviour is illegal or prohibited by English and Welsh law or any court judgements against a User.

Data Privacy and Confidentiality

1. Lyfta agrees to comply with our Privacy Policy, which is available at www.lyfta.com/privacy-policy
2. Customers must agree to our Privacy Policy. Signing a quote, or payment of a Lyfta invoice, or enabling access for the Customer’s staff constitutes the Customer’s consent to the processing and handling of their User’s personal information and data by us in accordance with the Privacy Policy.
3. All Users must agree to our Privacy Policy. Access to and use of the Platform constitutes the User’s agreement to be bound by the Privacy Policy and constitutes the User’s consent to the collection, storage, use and dissemination of the User’s personal information and data in accordance with the Privacy Policy.
4. Where Lyfta is in receipt of confidential information from a Customer or User, Lyfta agrees not to use or disclose such information other than:
1. For performing Lyfta’s obligations to the Customer or User as outlined in these Terms and Conditions of Service.
2. To the relevant law enforcement authorities in the United Kingdom as outlined in the Acceptable Use section of these Terms and Conditions of Service.
3. Where doing so is required by English and Welsh law or a United Kingdom governmental or regulatory requirement.
4. At the direct request of the Customer a User is associated with in order to support safeguarding efforts of the User or of students or staff members in the Customer's Organisation.
5. Where a Customer or User is in receipt of confidential information from Lyfta, they agree to keep such information confidential and not use or disclose such information except where doing so is required by English and Welsh law or a United Kingdom governmental or regulatory requirement.

Intellectual Property Rights

1. The Customer and their Users acknowledge and agree that all Intellectual Property Rights in or relating to the Platform, Content, logos, trademarks, trade names and processes shall remain Lyfta’s or Lyfta’s licensors property.
2. The Customer acknowledges that the Platform and Content are licenced (not sold) to the Customer for the Agreed Subscription Period only on a non-exclusive, non-sublicensable, non-transferrable basis and that, except as expressly provided for in these Terms and Conditions of Service, the Customer has no rights in or to the Platform and Content, or any part thereof, and nothing said or done by Lyfta or the Customer shall constitute a transfer of such rights.
3. The Customer shall own and be responsible and liable for any User-generated Content which it makes available to Lyfta through its use of the Platform and shall ensure that it has all necessary permissions, licences or consents to generate, provide and/or use such data and remains responsible for ensuring that its Users do the same.
4. Lyfta reserves the right to monitor, review, change and/or completely remove any and all User-generated Content where deemed necessary, appropriate or desirable.
5. The Customer grants Lyfta a royalty-free, non-transferable, non-exclusive licence to use, copy, and otherwise utilise in perpetuity any and all User-generated Content to the extent necessary for Lyfta to provide Content, the Platform and any associated services or to enable us to perform our rights, remedies and obligations under these Terms and Conditions of Service.
6. The Customer grants Lyfta permission to use the Organisation’s name and logos during, or after, the Agreed Subscription Period in marketing communications and other promotional materials to Customers and non-Customer Organisations through a variety of communication channels within and outside of the Platform including, but not limited to, spoken communication, printed materials and written communication such as newsletters, emails and social media messages. If the Customer prefers that Lyfta does not use the Customer’s name and logos in this way, they can notify Lyfta in writing at any time via info@lyfta.com. Lyfta will then cease from using these in any new communication outside of the Platform.
7. The Organisation assigns Lyfta full title to, and waives all rights arising from, any User feedback, reviews or comments shared directly with Lyfta or about Lyfta through third parties now and in the future.
8. Should Lyfta wish to create specific testimonials (in text, audio or video), Lyfta will contact the Customer and/or User and request permission in writing to do so. In providing permission, the Customer and/or User assigns Lyfta full title to, and waives all rights arising from, any such testimonials now and in the future.
9. Users must not modify, copy, reproduce, republish, frame, download onto a computer, upload to a third party, post, transmit, share or distribute our Content in any way except as expressly permitted for in these Terms and Conditions of Service or with Lyfta’s express prior written consent.
10. Users must not use the Content for commercial purposes without first obtaining Lyfta’s express prior written consent.

Disclaimer of Warranties

1. Lyfta prides itself on the care and attention taken in the creation of Content available on the platform. Although Lyfta has no reason to believe that any information contained with the Platform is inaccurate, should a User find Content to be inaccurate in any way, they should contact Lyfta using the in-Platform customer support chat or in writing to info@lyfta.com. Lyfta will review the User’s suggestion in conjunction with our editorial policy in force at the time, however we do not warrant to adopt the User’s suggestion or update the Content and/or Platform.
2. Lyfta will use reasonable efforts to ensure that the Platform is available for Users to access and use and any performance issues can be reported through the in-Platform customer support chat or to info@lyfta.com. However, the Platform and any Content is made available on an ‘as is’ and ‘as available’ basis without warranties of any kind that guarantee your access to the Platform will be error free or uninterrupted.
3. Lyfta strives to ensure that a range of Content is available on the Platform, however, Lyfta does not warrant that all Content will continue to be available as we are bound by licensing agreements with our film-making partners which are subject to change from time to time.
4. All reasonable effort is made to ensure that the Content accessible to a User is in accordance with the legislation in force in the Customer’s country of operation and/or User’s country of use. However, Lyfta provides no warranty that this will be the case and every Customer and User is ultimately responsible for ensuring that the Content accessible to and accessed by them is in accordance with said legislation.
5. Whilst the Platform and associated Content are designed for educational purposes, Lyfta provides no warranty that they are fit for a Customer or a User’s specific needs and context, and as such, every Customer and User is responsible for making their own assessment as to whether Content meets their needs and is appropriate within their context.
6. No oral or written information or advice given to a Customer or User by Lyfta shall create a warrant or in any way increase the scope of Lyfta’s obligations as outlined in these Terms and Conditions of Service.
7. Other than as outlined in these Terms and Conditions of Service, Lyfta does not provide any warranties of any kind.

Limitation of Liability

1. Lyfta does not accept responsibility for any loss suffered as a result of your reliance on the accuracy or currency of the information contained within the Platform or Content.
2. Neither Lyfta, nor our directors, officers, agents, employees or contractors will be liable for any loss or damage, howsoever arising (whether in negligence or otherwise) in connection with a User’s use of, and/or access to, the Platform and Content, or any omissions from the Content save where legislation states otherwise.
3. Lyfta’s total liability arising under or in connection with a Subscription whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, or otherwise shall in no circumstances exceed £1.00.
4. Lyfta shall have no liability to the Customer under this Agreement if it is prevented from carrying out its business by acts, events, omissions, or accidents beyond its reasonable control (force majeure), including without limitation, strikes, lock-outs, or other industrial disputes (whether involving the workforce of Lyfta or any other party), failure of a utility or service or transport or internet 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, pandemic or default of suppliers or subcontractors, and Lyfta shall ensure that the Customer is notified of such an event as soon as reasonably possible and its expected duration.
5. Nothing in these Terms and Conditions of Service limits or excludes the Customer’s or Lyfta’s liability for death or personal injury resulting from negligence; or for any damage or liability incurred by the Customer or Lyfta as a result of fraud or fraudulent misrepresentation by the other; or for any other liability which cannot be limited or excluded by law.
6. Except as set out in these Terms and Conditions of Service, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.

Indemnity

1. By accepting these Terms and Conditions of Service, all Customers, associated Organisations and Users, indemnify Lyfta and our directors, officers, agents, employees and contractors and keep us and all of them indemnified against all losses, actions, proceedings, costs, expenses (including legal fees), claims and damages arising from:
1. This Agreement.
2. Use of the Platform in any way which does not comply with our reasonable instructions and/or the Terms and Conditions of Service.
3. Any actions of the User or breach by the User of the Terms and Conditions of Service.
4. Any claim that Content (including without limitation User generated Content) infringes any intellectual property right of any third party.
5. Any claim by any third party to which the Organisation makes available any data or Content from the Platform, where such third party places any reliance on the quality or content of such data or Content.
6. Any breach by the Customer’s Organisation of the Data Protection Laws.
7. Any act or omission by any third party, or any liability arising whatsoever and howsoever caused (whether arising directly or indirectly) as a result of the use of Critical Third Party Vendors.

General

1. The Customer and/or User understands that if we fail or delay in exercising any of our rights under this Agreement then that failure/delay shall not operate as a waiver of such right. Further, any single or partial exercise of a right or remedy available to us under the Agreement shall not preclude any further exercise of that right or the exercise of any other right or remedy.
2. The headings of the clauses are for ease of reference only and do not form part of these Terms and Conditions of Service.
3. All communications between Customers or Users and Lyfta shall be in the English language.
4. “Written” or “in writing” includes email.
5. Any obligation on the Customer, Customer’s Organisation and associated Organisations or User to do something includes an obligation not to allow that thing to be done.
6. Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
7. Lyfta reserves the right to modify or update the Platform and/or the way it operates; the Subscription types and restrictions; and/or Content at any time without notice.
8. Customers and associated Users are liable for their own internet usage and charges. It is the responsibility of the Customer and associated Users to ensure that their computers, mobile devices and internet access is sufficient to access the Platform.
1. Lyfta may require schools to enable 'whitelist' access for their networks to URLs specified by Lyfta at How to get the best Lyfta experience.
2. Lyfta commits to support usage via the device and browser technologies specified at How to get the best Lyfta experience.

Changes to Terms and Conditions of Service

1. Lyfta reserves the right to revise and update the Terms and Conditions of Service at any time.
1. With respect to paid-for Subscriptions, Lyfta will inform Customers and/or Lyfta Leads of any changes at least one week in advance of the change taking effect by email and by updating the webpage on which these Terms and Conditions of Service are published.
2. Users with free-of-charge Subscriptions accept that these Terms and Conditions of Service will be updated without notice.
2. If the change has a material adverse impact on the Customer and the change is not the result of Lyfta complying with a court order or applicable law, the Customer may notify Lyfta within thirty days after being informed of the change that the Customer does not agree with the change. If the Customer notifies Lyfta as required, then the Customer will remain governed by the terms in effect immediately before the change until the end of the then current Subscription year. The next and any following Subscription years or new Agreed Subscription Periods, will be deemed to be governed by the updated Terms and Conditions of Service.
3. Further use of Lyfta by a Customer and/or their Users will confirm acceptance of the changes made to the Terms and Conditions of Service.

Governing Law and Jurisdiction

1. This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to adjudicate any dispute arising under or in connections with this Agreement
2. If any of the Terms and Conditions of Service are held to be unenforceable, invalid or illegal for any reason, the remaining terms and conditions will nevertheless continue in full force.