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

  • 1.1. Onatti shall supply the Services to the School for the period of one year from the date of the Invoice (or such other period as the parties may otherwise agree in writing) on these Terms or in the case of a Trial only, for the duration of the Trial Period.
  • 1.2. Onatti shall supply the Services to the School with reasonable care and skill and in accordance in all material respects with these Terms.  Onatti shall use all reasonable endeavours to ensure that the Learning Materials are accurate so far as is possible.
  • 1.3. Onatti shall provide the Services through the Website, which shall be accessible by the School through a standard internet web browser and a standard personal computer or other personal portable device.
  • 1.4. Details of how to access the Services through the Website will be provided by Onatti to the School by email at the commencement of the Agreement.
  • 1.5. Onatti shall use all reasonable endeavours to ensure that the Videos and Learning Materials are available 24 hours a day, 7 days a week, subject to routine maintenance and Website updates.
  • 1.6. Onatti does not warrant that the Services shall be provided fault free but we shall use all reasonable endeavours to rectify any defect or faults in the Services notified to it by the School.
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    2. Your obligations

  • 2.1. The School shall:
    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.
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    3. Charges and payment

  • 3.1. In consideration of the provision by Onatti of the Services, the School shall pay the subscription fees as detailed in the Invoice. Such fees shall be paid to us as specified in the Invoice.
  • 3.2. Where we are obliged to charge VAT on our services and expenses, this will payable in addition to the fees and expenses at the appropriate rate (currently 20 per cent). VAT is therefore charged where applicable.
  • 3.3. Without prejudice to any other right or remedy that it may have, if the School fails to pay us on the due date,Onatti may:
    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.
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    4. Intellectual property rights

  • 4.1. As between Onatti and the School, all Intellectual Property Rights and all other rights in the Learning Materials shall be owned by Onatti. Accordingly, the School shall not seek to assert any rights over or in respect of such Intellectual Property Rights, which shall remain the absolute property of Onatti in all circumstances.
  • 4.2. The School shall ensure that it, its Teachers and its Students shall only use the Services on the basis that:
    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.
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    5. Confidentiality

  • 5.1. The School shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the School by Onatti, its employees, agents, consultants or sub-contractors and any other confidential information concerning our business or its products which the School may obtain.
  • 5.2. The School may disclose such information:
    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.
  • 5.3. The School shall ensure that it’s Teachers, Students, employees, officers, representatives, advisers, agents or sub-contractors to whom it discloses such information comply with this clause.
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    6. Limitation of liability

  • 6.1. This clause sets out the entire financial liability of Onatti (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the School in respect of any breach of the Agreement, any use made by the School of the Services or any part of them and any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
  • 6.2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
  • 6.3. Nothing in these Terms limits or excludes the liability of Onatti (a) for death or personal injury resulting from negligence; or (b) for any damage or liability incurred by the School as a result of fraud or fraudulent misrepresentation by us.
  • 6.4. Subject to condition 6.3, Onatti shall not be liable for any interruptions to, down time of or discontinuance or modification of the Services, loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods; loss of contract; or loss of use; or loss of corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
  • 6.5. Subject to condition 6.3, Onatti’s total liability to the School in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Agreement shall be limited to the price paid for the Services.
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    7. Data protection

  • 7.1. Onatti and the School shall each itself comply and shall procure that its own employees and subcontractors shall comply, at all times during and following the ending of this Agreement with all relevant obligations of the Data Protection Act 1998 as amended from time to time and any other applicable data protection and privacy legislation including the General Data Protection Regulation, which shall supersede the Data Protection Act with effect from 25 May 2018, (together, “DP Law”). Terms used in the DP Law including “personal data”, “processing”, “processor” and “controller” shall have the same meaning in this Agreement.
  • 7.2. Where Onatti processes any School Personal Data on the School’s behalf when performing its obligations under the Agreement, the parties record their intention that the School shall be the Data Controller and Onatti shall be a Data Processor.
  • 7.3. Onatti shall:

    (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.

  • 7.4. The School shall:

    (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.
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    8. Termination

  • 8.1. Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Agreement without liability to the other if the other party commits a material breach of any of the terms of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach.
  • 8.2. Upon the termination of the Agreement for any reason:
    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.
  • 8.3. On termination of the Agreement (however arising), the following conditions shall survive and continue in full force and effect: clause 4; clause 5 and clause 6.
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    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

  • 10.1. In these terms:

    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.
  • 10.2. Headings in these conditions shall not affect their interpretation. References to the singular shall include the plural and vice versa.
  • 10.3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
  • 10.4. Any obligation in the Agreement on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
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    11. General

  • 11.1. Onatti reserves the right to amend these Terms. These Terms may be amended by us at any time by posting the amended terms on the Website. The amended Terms will be effective upon the effective date indicated in respect of Services agreed after that effective date.
  • 11.2. A waiver of any right under the Agreement is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise.
  • 11.3. Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.
  • 11.4. If any provision of the Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected.
  • 11.5. The Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
  • 11.6. Each party acknowledges that, in entering into the Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of Agreement), as expressly provided in the Agreement.
  • 11.7. The School shall not (but Onatti shall be entitled to), without the prior written consent of the other party, assign, transfer, charge, mortgage, subcontractor, declare a trust of or deal in any other manner with all or any of its rights or obligations under the Agreement.
  • 11.8. Each party that has rights under the Agreement is acting on its own behalf and not for the benefit of another person. A person who is not a party to the Agreement shall not have any rights under or in connection with it.
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    12. Notices

  • 12.1. Any notice required to be given under the Agreement shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party, or as otherwise specified by the relevant party by notice in writing to the other party.
  • 12.2. Any notice shall be deemed to have been duly received if delivered personally, when left at the address set out in the Invoice or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
  • 12.3. This condition shall not apply to the service of any in any proceedings or other documents in any legal action.
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    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

     

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