1.1 EEDI LTD. (Eedi, we, us) operates the website at eedi.com or eedi.co.uk and any associated mobile applications (collectively, the Site).
1.2 This page (together with the documents expressly referred to on it) tells you information about us and the legal terms and conditions (the Terms) on which we operate our site. By clicking "I Accept" you (you) confirm that you have read and understood these Terms (including the documents expressly referred to herein) and you agree to be legally bound by them in relation to your use of the Site and your receipt of the services that we provide on the Site (the Services). If you refuse to accept these Terms, you will not be able to open an account on our Site.
1.3 Before accepting these Terms and every time we amend these Terms (please see paragraph 15 below) you should ensure that you understand the Terms which apply at that time. Each time you use the Site, the Terms which are in force at that time will apply to the contract between you and us.
2.1 We are a company registered in England and Wales under company number 09592720 and our registered office is at 86-90 Paul Street, London, EC2A 4NE, England.
2.2 If you want to contact us, please do so by using the details in paragraph 16.
3.1 Eedi is a platform consisting of diagnostic or hinge questions designed to identify individual misconceptions.
3.2 You can find information on subscription types, current prices and special offers on the Site. We do reserve the right to correct any errors in the information displayed on the Site without liability to you.
4.1 We will process your personal information in accordance with our Privacy Notice, which can be found at eedi.com/privacy-notice. Please take some time to read our privacy notice as it includes important terms which apply to you.
4.2 If you are a parent/guardian and provide the aforementioned consent for a student, you confirm that you are that student’s parent/guardian and agree to be bound by these Terms on your own behalf and on behalf of that student.
4.3 If you are a school administrator or teacher and you provide to us information about students, your organisation will act as a data controller for that personal data as defined by EU data protection law and you confirm that you have complied with all applicable laws in providing such information and that you have an appropriate lawful basis to share such information with us.
4.4 If you are using the Services on behalf of a school, company or other legal entity, you confirm that you have the authority to bind such company or entity to these Terms. If you don’t have such authority you must not accept these Terms and may not use the Services.
5.1 Before you can start using our Services, you need to set up an account on the Site (Account), using the process set out below:
(a) If you are a teacher: you are only permitted to use the Services as a teacher user if you are a teacher, teacher-assistant, or similar educational professional who is employed by the school that the student you are using the Services in connection with attends. In order to set up a student Account (whether for individual students or for a group of students) you must provide us with your first name, last name, e-mail address, website, name and address of school, class year, and also select a password which you must keep confidential. You will also need to provide us with information relating to the students for whom you are setting up the Account (first name, last name, e-mail address (optional), gender, date of birth. If your school is connected to Wonde, you may alternatively give permission to Wonde to share all of this information directly with us on your behalf.
Once you have set up an Account, you can invite students, other teachers from your school and parents to sign up to the Site. We will give you a unique access code which you can provide to students, other teachers and parents so that they can use it to sign up to the Site. You will then be able to access and set assignments, quizzes and other activities for students on the Site, review students’ results, post feedback on the Site, which students can access and use the Site’s administration, analytic and feedback tools.
(b) If you are a student: you can either create your own Account or you can be given access (as an end user) to an Account created by your teacher. You will also need to provide us with your first name, last name, e-mail address (optional), gender, date of birth, name and address of school. If you have been given access (as an end user) to an Account created by your teacher, you will need to use the unique access code given to you by your teacher to log in to the Site. Once you have been given a unique access code by your teacher, you may also choose to create your own Account, in which case you will also need to select a password which you must keep confidential.
Once you have set up an Account or have been given access to your teacher’s Account, you can start working on the assignments, quizzes and other activities that your teacher will set for you, post answers to these on the Site and provide written explanations as to the answers you have chosen. This information will be visible only to your teacher and parents.
(c) If you are a parent/guardian: you are only permitted to use the Services as a parent user if you are a parent of a student intending to use the Services. In order to set up a parent Account with a student account you must provide us with your first name, last name, e-mail address, name and address of school (optional), class year, a password which you must keep confidential and debit/credit card information (if you are purchasing a paid subscription). You will also need to provide us with information relating to the students for whom you are setting up the Account (first name, last name, e-mail address (optional), gender, date of birth.
Once you have set up an Account, you can access all information relevant to your child, including quiz responses and explanations, performance progress, the names of your child’s class and the name of your child’s teacher.
5.2 In each case, on receipt of your subscription we will send you an e-mail verification message confirming your details and informing you how to complete your subscription and activate your Account. A binding contract will be created between us once you have received verification from us that your Account has been activated. If you are making any payments to us we will send you an e-mail confirming when payment has been received.
5.3 Your Account is non-transferable. The Account may only be used by the individual who created it and any authorised end users registered by such individual (in accordance with these Terms) but not by anyone else. We reserve the right to close or suspend your Account if we have reason to believe that your Account details are being used by anyone other than you or any authorised end users and/or you have not kept your password confidential.
5.4 It is your responsibility to ensure that the information you provide is accurate and kept up to date. We may, from time to time, send you important information using the details that you have provided to us. If those details are incorrect or not up to date you may not receive important information relating to your Account, the Services or these Terms.
5.5 You will, at all times whilst registered as a user on the Site, comply with these Terms and all applicable laws, statutes, regulations and codes of conduct.
6.1 We do not charge schools or teachers for our Services.
6.2 We offer paid monthly subscription Services to parents and students who sign up directly, details of which are set out on our Site. You can pay the monthly subscription fee online by credit or debit card or via PayPal or by setting a suitable direct debit. We cannot accept any other form of payment.
6.3 To give you the opportunity to assess the suitability of our Services, we offer a free 7-day trial period.
6.4 If your subscription is recurring, unless you give notice of your intention to terminate your subscription or close your Account prior to the end of your current subscription, your subscription will be automatically renewed for an additional equivalent term at the same subscription fee. Payment will be automatically debited from your account by our payment provider upon renewal.
6.5 If your account details have changed, or if you have elected not to pay the subscription fee before your current subscription expires, then we will suspend your access to the Services until you pay your subscription fee.
6.6 To the extent you have paid any subscription fees to Eedi prior to termination of your Account or subscription, you will not be entitled to any refund of such fees.
7.1 You may wish to delete your Account at any time, which you are permitted to do by contacting us using the details in paragraph 16.
7.2 If you choose to suspend or delete your Account and later wish to re-open an Account or open a new Account, you will be required to wait at least 24 hours from your request before the Account is activated.
8.1 We own, or are the licensee of, all intellectual property rights in and to the Site, the Services and the materials and content displayed, contained or presented on or through the Site (collectively, the Material), including but not limited to (but excluding any content posted or submitted to the Site by users, collectively the Submissions):
8.2 We hereby grant to you a revocable, royalty-free, non-exclusive licence to access our Site provided that you comply with these Terms. Your use of our Site and Services does not give you any rights to or ownership in the Material and related intellectual property rights contained in them, the Site or the Services.
8.3 You may not modify, store, edit, copy, publish, reproduce, create derivative works of, reverse engineer, alter, enhance, or in any way exploit any of the Site, Services or Material, or any part thereof, in any manner, other than as expressly permitted under these Terms. You may not permit a third party to do any of the above on your behalf either.
8.4 You may retrieve and display the Material on your computer or other electronic device and you may print any Material or store it in electronic form, in each case for personal, non-commercial use only, subject to compliance with these Terms.
9.1 You may use our Site only for lawful purposes. In particular, you may not use our Site:
(a) for the purpose of harming or attempting to harm minors in any way;
(b) to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
(c) to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware (collective, the Viruses).
This list of prohibitions provides examples and is not complete or exclusive.
9.2 You retain all ownership rights you have in any Submissions.
9.3 By making a Submission, you confirm that you have the right to do so and that such Submission:
(a) is not defamatory of any person;
(b) is not obscene, offensive, hateful or inflammatory;
(c) does not promote illegal activity, sexually explicit material, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
(d) does not in any way infringe any copyright, database right, trademark or other intellectual property right of any other person;
(e) is not likely to deceive any person;
(f) does not breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
(g) is not in contempt of court;
(h) is not threatening and will not abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
(i) is not likely to harass, upset, embarrass, alarm or annoy any other person;
(j) does not impersonate any person, or misrepresent your identity or affiliation with any person;
(k) does not advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse;
(l) does not contain any advertising or promote any services or web links to other sites
9.4 You are responsible for all Submissions and for ensuring that they are accurate, complete and not misleading. This means you assume all risks related to them, including someone else’s reliance on its accuracy, or claims relating to intellectual property or other legal rights.
9.5 You can delete any of your Submissions at any time. Processing the deletion may take a little time but we’ll do it as quickly as possible. We may keep backup copies of your deleted Submissions on our servers for up to 14 days after you delete it.
9.6 In order to allow us to provide the Services you hereby grant to us a limited, non-exclusive, sub-licensable, worldwide, royalty-free and transferable (only to an assignee) right and licence to use, copy, distribute, store, display or modify any Submissions.
10.1 If you send or transmit any communications, comments, questions or suggestions us, whether by letter, e-mail, telephone, or otherwise (collectively, the Feedback), suggesting or recommending changes to the Site or Services, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary.
10.2 You hereby assign all right, title, and interest in, and Eedi is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback.
10.3 You understand and agree that Eedi is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
10.4 The terms of this paragraph 10 shall not apply to any Submissions.
11.1 Except as expressly stated in these Terms and to the extent permitted by law, we do not give any representation, warranties or undertakings, either express or implied, in relation to your use of the Site, Services or Material.
11.2 In particular (but without limitation), we do not warrant:
(a) the quality, correctness, accuracy, completeness, suitability and timeliness of:
(i) the Site;
(ii) the Services;
(iii) the Material;
(iv) the Submissions; or
(v) any other content displayed, contained or presented on or through the Site, Services or Material;
(b) that using the Site and/or the Services will result in any improved performance by any student or will result in any particular student advancement or attainment;
(c) that the Site, Services or Material will be continuously available;
(d) that your use of the Site, Services or Material will be uninterrupted or free of errors; and
(e) that the Site, Services or Material will be free from any Viruses.
11.3 We are under no obligation to check, oversee, monitor or moderate any Submissions.
11.4 Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law.
12.1 Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation; and/or
(c) any other liability which cannot be excluded or limited by applicable law.
12.2 If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable (including indirect, special or consequential loss). Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these Terms, both we and you knew it might happen, for example, if you discussed it with us during the subscription process.
12.3 Our total liability to you in respect of all other losses arising under or in connection with these Terms, your Account and your use of the Site and the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the greater of: (i) £100; or (ii) the total amount of any fees we have received from you during the one-year period immediately preceding the event giving rise to the relevant party’s liability.
12.4 We expressly exclude our liability for any loss or damage arising out of or in connection with:
(a) any loss of data uploaded to the Site;
(b) the failure of any equipment or software howsoever caused that may prevent the operation of the Site or our Services or prevent you from being able to contact us;
(c) the use of any Submissions.
12.5 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by an Event Outside Our Control. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation any act of God, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or obstruction or failure of public or private telecommunications networks and/or the internet.
12.6 If an Event Outside Our Control takes place that affects the performance of our obligations to you:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.
13.1 We may, in our absolute discretion and without cause, stop providing the Services to you, restrict your access to all or part of the Site, Services or Material, suspend or terminate your Account, or remove any Submissions, at any time, including if:
(a) there is a technical failure on our Site or we are unable for any reason to provide the Services to you;
(b) we suspect that you have (or may have) breached any part of these Terms, which shall include, without limitation, misuse of the Material or the Services or failure to make any payment to us when it is due.
13.2 We will notify you before taking any of the steps referred to in paragraph 13.1 above and you shall no longer be permitted to access the Site or use the Services. You shall, upon our request, destroy or return to us any copies of any Material you have made.
13.3 To the extent you have paid any fees to Eedi prior to termination of your Account, you will not be entitled to any refund of such fees.
13.4 As we constantly strive to improve our Services, we may, at our absolute discretion, make any changes to the Site or any part of the Services provided or suspend or stop a Service altogether. We may also charge for Services not previously charged for or we may increase or decrease the cost of an existing Service. We will notify you before taking any of these steps.
13.5 Notwithstanding any other terms set out in these Terms, in providing the Services we will be entitled to take any action as we consider necessary in our absolute discretion to ensure compliance with all applicable legislation.
14.1 You hereby agree to receiving all information from us electronically, by e-mail, using the e-mail address that is registered to your Account.
14.2 Any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our Site or 24 hours after an e-mail is sent. In proving the service of any notice, it will be sufficient to prove, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee. The provisions of this paragraph shall not apply to the service of any proceedings or other documents in any legal action.
15.1 We may amend these Terms from time to time. We will inform you of any changes to these Terms by e-mailing you at the e-mail address we have for you on our records.
15.2 If we amend these Terms at any time whilst you are a registered user of the Site, you will be asked to accept the amended Terms on the next time that you log-in to the Site. You will not be able to log-in to the Site until you have accepted the amended Terms. If you do not wish to accept the amended Terms, you should contact us using the details in paragraph 16 and we will terminate your Account.
If you have any queries in relation to the Services, the Site or these Terms or if you wish to make a complaint, please contact us by e-mail at firstname.lastname@example.org or by using our online chat functionality. We shall deal with your query or complaint as quickly as possible.
17.1 We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or obligations under these Terms.
17.2 You may not assign these Terms to any third-party.
17.3 This contract, created by you accepting these Terms, is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
17.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
17.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
17.6 If any dispute arises in connection with these Terms, you and we will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR.
17.7 These Terms are governed by the laws of England and Wales. This means that any dispute or claim arising out of or in connection with these Terms will be governed by the laws of England and Wales. You and we both agree to what the courts of England and Wales will have exclusive jurisdiction.