Terms and Conditions and Usage Policy
Terms and Conditions and Usage Policy
We are Onatti Productions Ltd revered to “Onatti”, “Onatti films”, “we”, “us”, Onatti Productions ltd”. We provide online services, this includes Videos and learning resources (the “Services”) to clients revered to as “Client”, “school”.
We are a company registered in England and Wales whose registered office is at The Shrubbery, Central Lydbrook, Gloucestershire, GL17 9SB, United Kingdom with company number 06902699
What are our legal documents?
Terms and Conditions - These contain the legal terms and conditions on which we provide our Services to the Clients.
Data Protection Statement - For all of our clients. It explains how we process the Personal Data that you hold within the School that you share with us.
Usage Policy - For all users of our Services and visitors to our website. It explains what standards we expect of you when you use our website, such as the copyright to our videos.
Privacy Policy - For everyone who visits our site. It explains how we control and protect your Personal Data.
You are currently reading our Terms and Conditions
Who should read these Terms and Conditions?
These Terms and Conditions (“Terms”) should be read by all of our clients and prospective clients. They set out the legal terms on which we supply the Services to the Client including in respect of any Trial.
These Terms shall apply and prevail over any inconsistent terms or conditions contained, or referred to, in the Client’s purchase order, confirmation of order, invoice, acceptance of a quotation, or specification or other document supplied by the client, or implied by law, trade custom, practice or course of dealing.
You should keep a copy of these Terms and Conditions for future reference.
Terms and Conditions
1. The Services
2. Your obligations
2.1.1. notify us as soon as it experiences any difficulties in accessing the Website;
2.1.2. cooperate with us in all matters relating to the Services;
2.1.3. not transfer or share the Services (including Learning Materials) with any other schools or third parties save as provided for in the Invoice;
2.1.4. ensure that it shall not resell or offer in any manner to a third party the Services or use of or access to the Learning Materials including scripts;
2.1.5. ensure that it, its Teachers and each of its Students (if any) comply with these Terms;
2.1.6. comply with and ensure that each of its Teachers and Students (if any) comply with all procedures and policies which Onatti may issue from time to time in relation to the use or operation of the Services;
2.1.7. be responsible for ensuring the accuracy of any School Personal Data and updating any accounts, details and information relating to Students who access the Services;
2.1.8. be responsible for training its Teachers in the use of the Services, although Onatti shall provide all reasonable support in this regard to assist the School in doing so.
3. Charges and payment
3.3.1. charge interest on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of Royal Bank of Scotland, and
3.3.2. suspend all Services until payment has been made in full.
4. Intellectual property rights
4.2.1. the Learning Materials may be viewed through a standard web browser, printed out or copied by the School, its Teachers or Students for teaching, training or study purposes only;
4.2.2. the Learning Materials may not be combined with or incorporated in any way with any other work or publication, including any learning platform.
5. Confidentiality
5.2.1. to its employees, Students, officers, representatives, advisers, agents or sub-contractors who need to know such information for the purposes of carrying out the School’s obligations under the Agreement; and
5.2.2. as may be required by law, court order or any governmental or regulatory authority.
6. Limitation of liability
7. Data protection
(a) only process the School Personal Data in accordance with the written instructions of the School for the purposes, scope and duration limitations set out in this Agreement (as amended by mutual agreement) to the extent and in such manner as is necessary for the performance of its obligations under this Agreement;
(b) ensure that it has in place appropriate technical and organisational measures, to prevent unauthorised or unlawful processing of any School Personal Data and against accidental loss or destruction of, or damage to, the personal data having regard to the state of technological development and the cost of implementing any measures. Such measures may include where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted;
(c) not transfer any School Personal Data outside of the European Economic Area unless it takes such measures as are necessary to ensure the transfer is in accordance with DP Law;
(d) notify the School without undue delay:
(i) becoming aware of any unauthorised access to or disclosure or unlawful processing of the personal data or of any event which may constitute a breach of the security of the personal data; or
(ii) of the receipt by Onatti (or by any of its authorized agents) of any subject access request from a data subject (as defined in DP Law); and provide the School with full cooperation and assistance in relation to any such matter (recording all incidents falling within this sub-clause on a security breach log).
(e) ensure that all employees and subcontractors permitted to access the School Personal Data are subject to a strict duty of confidentiality and shall not permit any person to process personal data who is not under such obligation;
(f) not subcontract any processing of School Personal Data save with the prior written consent of the School pursuant to clause 7.4;
(g) maintain complete and accurate records and information to demonstrate its compliance with this clause and make these available upon request for audit by the School and /or the School’s auditors;
(h) at the written direction of the School, delete or return School Personal Data and copies thereof to the School on termination of the Agreement unless required by law to store the personal data.
(a) undertake and warrant that the School is entitled to transfer the School Personal Data to Onatti so that Onatti may lawfully use, process and transfer the School Personal Data in accordance with this Agreement on the School’s behalf;
(b) ensure that the Teachers and Students have given their consent to, such use, processing, and transfer for the Services including our publicly viewable leaderboards;
(c) take appropriate technical and organisational measures against unauthorised or unlawful processing of the School Personal Data or its accidental loss, destruction or damage;
(d) not unreasonably withhold consent to Onatti appointing a sub-processor of personal data under this Agreement on condition that Onatti shall enter into a contract with the sub-processor incorporating terms which are substantially similar to terms found in this clause 7 and that Onatti shall remain fully liable for all acts or omissions of any sub-processor.
8. Termination
8.2.1. the School shall immediately pay to Onatti all of Onatti’s outstanding unpaid invoices and interest (if any) and, in respect of Services supplied but for which no invoice has been submitted, Onatti may submit an invoice, which shall be payable immediately on receipt; and
8.2.2. the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
9. Force majeure
Onatti shall have no liability to the School under the Agreement if it is prevented from, or delayed in performing, its obligations under the Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lockouts or other industrial disputes (whether involving the workforce of Onatti or any other party), failure of a utility service or transport 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 or default of suppliers or subcontractors.
10. Definitions and interpretation
Agreement: the contract between Onatti and the School for the provision of the Services on these Terms and including the Invoice;
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
Invoice: the invoice issued by Onatti to the School containing details of the fees payable and (if applicable) any other non-standard terms;
Learning Materials: the on-line learning and development materials as developed by Onatti or its agents, subcontractors and employees in relation to the provision of the Services in any form, including computer programs, data, reports and specifications (including drafts);
Services: the provision to the School of the Learning Materials;
Students or Student: a student or students of the School;
School Personal Data: all personal data information relating to the School’s Teachers and Students who have access to the Service which Onatti shall hold for the purpose of providing the Services to the School;
School’s Equipment: any equipment, systems, cabling or facilities of the School which are used directly or indirectly in connection with the supply of the Services;
Teacher: a teacher employed or contracted by the School;
Trial: a licence to use the Services on a non-fee-paying basis for the Trial Period on these Terms;
Trial Period: the period agreed by Onatti from time to time;
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
11. General
12. Notices
13. Governing law
The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.
Usage Policy
1. Terms of Use
This page (together with the documents referred to on it) tells you the terms of use (the “Usage Policy”) on which you may make use of OnattiFilms.com (our Website), whether as a guest or a registered user. Please read these terms of use carefully before you start to use our Website. By using our Website, you indicate that you accept these terms of use and that you agree to abide by them. If you do not agree to these terms of use, please refrain from using our Website.
2. Our commitment
We are committed to protecting the safety and security of our users and are sensitive to concerns about the safety of personal information provided to us. We will not sell or disclose information you provide to us to any third party (other than as required by law) without your specific prior approval. Please read our Privacy Policy and Data Protection Statement carefully in order to understand how any personal information collected by us is used.
3. Information about us
The Website is owned and operated by Onatti Productions Ltd
We are a company registered in England and Wales whose registered office is at The Shrubbery, Central Lydbrook, Gloucestershire, GL17 9SB, United Kingdom with company number 06902699
4. Using our Website
Access to our Website is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our site without notice (see below). We will not be liable if for any reason our Website is unavailable at any time or for any period.
From time to time, we may restrict access to some parts of our Website, or the entire Website, to users who have registered with us.
If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these terms of use.
You are responsible for making all arrangements necessary for you to have access to our Website. You are also responsible for ensuring that all persons who access our Website through your internet connection are aware of these terms, and that they comply with them.
5. Intellectual property rights
We are the owner or the licensee of all intellectual property rights in our Website, and in the material published on it, unless otherwise stated on our site. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You may print off one copy, and may download extracts, of any page(s) from our Website for your personal reference and you may draw the attention of others within your organisation to material posted on our site. You may not otherwise download any video or audio sequences from the Website.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
In the case of downloadable worksheets you are free to edit them for your own internal use but all material that you create from the downloadable worksheets should be marked as having been derived from material that is our copyright. Our status (and that of any identified contributors) as the authors of material on our site must always be acknowledged.
You must not use any part of the materials on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
If you print off, copy or download any part of our site in breach of these terms of use, your right to use our Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
6. Reliance on information posted
Commentary and other materials posted on our Website are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our Website, or by anyone who may be informed of any of its contents.
7. Our site changes regularly
We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our Website, or close it indefinitely. Any of the material on our Website may be out of date at any given time, and we are under no obligation to update such material.
8. Our liability
Whilst we use reasonable endeavours to operate this site 24 hours a day 7 days a week, subject to routine maintenance, website updates and circumstances outside of our control, we shall not be liable if for any reason this site is unavailable at any time or for any period. Access to our Website may be suspended temporarily or permanently and without notice.
Whilst we endeavour to ensure that the material on our Website are a valuable educational aid bringing real benefits to students, no warranty, express or implied, is given as to the effectiveness of such material as an educational or revision aid, and we do not accept any liability for any errors, omissions or unsatisfactory examination results.
The material displayed on our site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we and third parties connected to us hereby expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute or common law. This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation nor any other liability which cannot be excluded or limited under applicable law.
9. Information about you and your visits to our site
We are registered to process personal data under the Data Protection Act 1998 and will comply with all obligations contained in that legislation. Our Privacy Policy and Data Protection Statement set out on this site explains how personal information relating to users of the Website will be treated and may be processed by us, as they make use of this site. Changes to the Privacy Policy and Data Protection Statement from time to time will be posted on this site.
By using our Website, you consent to such processing and you warrant that all data provided by you is accurate.
10. Supply of Services
Contracts for the supply of our Services to Schools are governed by our Terms and Conditions.
Uploading material or resources to our site
Any material or resources you upload to our Website will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose save where that would conflict with our Privacy Policy and Data Protection Statement. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of our site.
12. Viruses, hacking and other offences
You must not misuse our Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Website, the server on which our Website are stored or any server, computer or database connected to our site. You must not attack our Website via a denial-of-service attack or a distributed denial-of service attack. You must not use software or scripts to modify or alter the appearance or behaviour of our Website.
By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website or to your downloading of any material posted on it, or on any website linked to it.
13. Linking to our site
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
You must not establish a link from any website that is not owned by you.
Our Website must not be framed on any other site, nor may you create a link to any part of our Website other than the home page. We reserve the right to withdraw linking permission without notice.
14. Links from our site
Where our Website contains links to other Websites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those Websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
15. Jurisdiction and applicable law
The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our site although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.
These terms of use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
16. Variations
We may revise these terms of use at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we made, as they are binding on you. Some of the provisions contained in these terms of use may also be superseded by provisions or notices published elsewhere on our site.
17. Your concerns
If you have any concerns about material which appears on our Website, please contact info@onatti.co.uk