Terms and Conditions ("Terms")

Last updated: Monday, 28 November 2016

This page shows our Terms and Conditions (“Terms”). Please read the Terms set out below carefully and make sure you understand them before registering on Up Learn, using Up Learn or purchasing any of our products or services. If you do not agree with these then you cannot register on Up Learn or purchase or use any of our products or services. The Terms and Conditions are enforced to ensure a safe, stable and fair experience to all Users of Up Learn.  

Registration on Up Learn or use of any products or services from Up Learn constitutes agreement to these Terms and Conditions.

Up Learn is the trading name of Up Learn Limited, a company registered in England and Wales (number: 10010657). VAT Reg. No GB 249 7670 58.

Our registered office address is:

Up Learn Limited
85 Great Portland Street
London
W1W 7LT

We can be contacted by email at
team@uplearn.co.uk.

The Terms and Conditions constitute an Agreement between Up Learn Limited and you, the User of Up Learn.

1.                  INTERPRETATION

1.1              In these Terms and Conditions:

“A*-A”

means an “A*” or “A” grade awarded at A Level by the relevant Examination body;

“A*-A Guarantee”

the money back guarantee provided by Up Learn on our Courses, set out in Clause 5;

“Agreement”, “Terms and Conditions” or “Terms”

this agreement between Up Learn and the User;

“Course” or “Up Learn Course”

the online learning courses made available by Up Learn on our Website for use by Users;

“Examination Body”

organisations which award secondary education level qualifications, including but not limited to A Levels;

“Parent”

a User linked to a Student who has permission to view and manage personal and billing data and act as a Payee on behalf of the Student;

“Payee”

a User who is either a Student or Parent and pays for products or services from Up Learn for themselves as a Student or on behalf of a Student;

“Privacy Policy”

the policy displayed on our Website at https://uplearn.co.uk/privacy which details how we collect and store personal data;

“Rights”

all copyright and other intellectual property rights in and to all of Up Learn, Up Learn Courses and User Material;

“Student”

the User enrolled in one or more Up Learn Courses;

“Up Intelligence Score”

the unique always changing score displayed on Up Learn Courses showing a Student’s progress with a particular Course;

“Up Learn”, “we”, “us” and “our”

are references to Up Learn Limited and the Website;

“User”, “you” and “your”

are references to you the user of the Up Learn Website; and

“User Material”

all material in whatever medium or form created by the User on the Up Learn Website including video, audio, images, messages to Up Learn, messages to other users, comments, text, responses to questions, and metadata;

“Website”

the website https://uplearn.co.uk on which we operate Up Learn.

1.2              Any of the foregoing definitions applies, as the context may require, to the singular or the plural form of the term used.

1.3              In this Agreement:

1.3.1                 clause headings are inserted for ease of reference only and do not affect construction;

1.3.2                 references to “writing” or cognate expressions includes a reference to email or comparable means of communication;

1.3.3                words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing bodies corporate, corporations, unincorporated associations and partnerships and vice-versa, words importing the singular shall be treated as importing the plural and vice-versa, and words importing whole shall be treated as including a reference to any part thereof; and

1.3.4                 reference to any party includes that party's personal representatives, successors and permitted assigns;

1.3.5                 references to clauses are to the clauses of this Agreement.

2.                  ENROLLING IN A COURSE

2.1              The User warrants that the User has the legal capacity to enter a binding contract with Up Learn.

2.1.1                 If the User is under the age of 18 the User must have obtained full consent from his/her parent or legal guardian and both Student and Parent warrant they are fully aware of the Terms upon which the Up Learn Course is made available to him/her as set out in these Terms and Conditions.

2.1.2                 If a Parent signs up they are agreeing to the Terms set out in these Terms and Conditions on behalf of the Student their account is linked to or any Student they link their account to in future.

2.2              The User must provide a valid email address on registration.

2.2.1                 The User must confirm their email address via the link in the confirmation email sent to them.

2.2.2                 The User must set a password when completing their account registration.

2.2.3                 The User must ensure that they keep their confirmation link and registration details secure and must not provide this information to any third party unless explicitly granted permission from Up Learn.

2.3              Up Learn Courses purchased from this Website are intended for use by the Student only.

2.4              Up Learn reserve the right to alter the Up Learn Courses available for sale on the Website and to discontinue any Up Learn Course.

3.                  PRICES AND PAYMENTS

3.1              All prices listed on the Website are correct at the time of publication however we reserve the right to alter these in future.

3.2              A Student can purchase an Up Learn Course for themselves, acting as their own Payee, or a Parent can purchase an Up Learn Course on behalf of a Student, acting as a Payee.

3.3              Up Learn will take all reasonable care, in so far as it is in our power to do so, to keep the details of the User’s order and payment secure, but in the absence of negligence on our part we cannot be held liable for any loss the User may suffer if a third party procures unauthorised access to any data the User provides when accessing or ordering from the Website;

3.3.1                 the Payee debit/credit card details will be encrypted to prevent the possibility of someone being able to read them as they are sent over the internet;

3.3.2                 the credit card company of the Payee may do security checks to confirm it is you making the order.

3.4              If Up Learn does not receive a payment on time we reserve the right to suspend or cancel the Student’s participation on the Up Learn Course and further access to Up Learn may be denied to the Student and Parent.

4.                  ABOUT UP LEARN

4.1              Up Learn may be accessed online via our Website.

4.2              Students should be aware that completion of each Course requires significant effort and regular participation;

4.2.1                 some modules of a Course may require more effort and time than other modules and progression through a Course is not linear;

4.2.2                 the effort required to progress through a Course will vary at different stages of participating in the Course;

4.2.3                 inactivity may adversely impact the score allocated to the Student resulting in a lower score to take account of the period of inactivity.

4.3              Upon enrolment in a course, we grant to the Student a non-exclusive, non-transferable, limited, personal, revocable, worldwide licence to access Up Learn. The licence is a “named user” licence which means that only the Student who is named on the licence may use the licence and access Up Learn. Courses cannot be shared or used by more than one individual.

4.4              Parents are not permitted to login or access the Up Learn Website through a Student’s account.

4.5              The User shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make Up Learn available to any third party, or the content of Up Learn or our Courses or our Website in any way; (ii) modify or make derivative works based upon Up Learn; (iii) embed the service as an "iframe" or "frame" from within another application; or (iv) reverse engineer or access the Website or Up Learn in order to (a) build a competitive product or service, (b) build a product using ideas, features, functions or graphics that are similar to those related to the Website or Up Learn, or (c) copy any ideas, material, features, functions or graphics of the service.

4.6              When accessing Up Learn and using our Website the User shall not: (i) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ii) interfere with or disrupt the integrity or performance of the service or the data contained therein, or our Website, servers or networks; (iii) attempt to gain unauthorised access to the Website or Up Learn or its related systems or networks; or (iv) take any action that imposes an unreasonably or disproportionately large load on our system.

4.7              The User is not permitted to use Up Learn to assist in the development of their own software or that of a third party. The User must not use or copy all or any part of Up Learn’s graphical user interface, operating logic or database structure for it to be part of or to develop any software or other product or technology, unless that use or copying is permitted by law.

4.8              From time to time Course content will change to take account of changes in the curriculum set by the Examination Body or to be improved by Up Learn;

4.8.1                 for the avoidance of doubt, where this occurs participation on a Course does not entitle Students to participate in updated Courses free of charge.

4.9              Courses cannot be paused.

4.10          Up Learn reserves the right to change the schedule or content of a Course, even but not limited to while it is in progress, without notice.

5.                  OUR “A*-A GUARANTEE” OFFER

5.1              For Students who purchase and complete Up Learn Courses with our A*-A Guarantee Courses, we guarantee that the Student will obtain a mark deemed by the relevant Examination Body as an A* or A grade in the exam the Up Learn Course has prepared them for, or we will refund all fees paid for that Course.

5.2              To claim a refund the following conditions must be met to our reasonable satisfaction:

5.2.1                 The Student must have participated and completed the specific A*-A Guarantee Course in full which is demonstrated by an Up Intelligence Score above 90% at the time of taking the exam;

5.2.2                 the Student or their Parent must not be in breach of any other clause of these Terms and Conditions, including but not limited to allowing the Course to be accessed by anyone other than the Student during their enrolment;

5.2.3                 the examination which the Student sits must be the exact examination provided by the specific Examination Body that the Up Learn Course claims to prepare students for;

5.2.4                 the Student or Payee must notify us by email within 14 days of receiving the results, stating the intention to claim a refund and providing evidence in one of two forms;

5.2.4.1                  photograph or copy of certificate provided by the Examination Body;

5.2.4.2                  photograph or copy of grades print out provided by the Examination Body;

5.2.5                 the Course must not have been accessed by anyone other than the Student.

6.                  UP LEARN HONOUR CODE

6.1              All Students who participate in an Up Learn Course must agree to abide by the following code of conduct:

6.1.1                 I will not engage in any activity that may dishonestly improve my results.

6.1.2                 I will self-mark my own work honestly, accurately and to my best ability in order to maximise my own improvement.

6.1.3                 My answers to quiz questions, memorisation exercises or exam practice sessions will be my own work entirely.

6.1.4                 I will not make my solutions to quiz questions, memorisation exercises or exam practice sessions available to anyone else.

6.1.5                 I will not share any of the Up Learn Course material, whether content or exercises, with anyone else.

7.                  WHAT WE DO WITH YOUR INFORMATION

7.1              The User agrees to provide Up Learn with accurate and complete information wherever Up Learn requests information from the User.

7.2             The User authorises us to use, store or otherwise process their personal information in order to provide the Courses to them, for marketing and credit control purposes and where required by law.

7.3              Up Learn will not disclose sensitive personal information to third parties without direct consent from the User.

7.4              The User is entitled to request a copy of the personal information we hold on them.

8.                  SUPPORT

8.1              8.1 All operational queries or complaints concerning Up Learn and access to any of the Courses should be addressed to team@uplearn.co.uk.

8.2              Up Learn can be accessed from any internet enabled desktop PC. High speed broadband is recommended. Mobile and tablet devices may not be supported.

8.3       When using Up Learn the Student must ensure that their internet browser is up-to-date to ensure that Up Learn appears in the correct format with its intended functionality. Old browser software may not display questions in the correct format.

9.                  INTELLECTUAL PROPERTY AND DATA SUBMITTED ON UP LEARN COURSES

9.1              All Intellectual Property Rights including without limitation patents, trademarks, service marks, logos, get-up, trade names, registered company names, internet domain names, content, learning methodology, research, rights in designs, copyright (including rights in computer software) and moral rights, database rights, utility models, rights in confidential information and other intellectual property rights, in each case whether registered or unregistered and including the goodwill attaching to any of the foregoing including (the right to bring any action relative to unfair competition and the copyright in any signs signifying any of the foregoing), any applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world, remain the property of Up Learn or of the software owners (as the case may be) and are either owned by or licensed to us and nothing in these Terms and Conditions shall transfer any ownership rights to the User.

9.2              The User must not modify, copy, reproduce, upload, post, transmit or distribute by any means or in any manner whatsoever, any material or information or download from Up Learn or our Website except where expressly invited to do so or indicated on Up Learn or our Website.

9.3              Upon submitting User Material on Up Learn, the User assigns to Up Learn absolutely (including by way of assignment of future copyright) with full title guarantee all its right, title and interest in and to the Rights, including specifically the world-wide right to:

9.3.1                 use, copy, host, electronically store, cache, display, communicate, broadcast, transmit, make available and distribute the User Material to Users in all existing and future media and formats on Up Learn;

9.3.2                 change, amend or develop the User Material in whatever way Up Learn deems appropriate, and create derivative works from it.

9.4              The User waives absolutely his moral rights arising under the Copyright, Designs and Patents Act 1988 in relation to the User Material and, so far as is legally possible, any broadly equivalent rights he may have in any territory of the world.

10.              CANCELLATION AND TERMINATION

10.1          The Payee may cancel the Agreement and receive a full refund within 7 working days of purchasing a Course provided the Student has not logged in and accessed the Course.

10.2          Once a Student has accessed a Course, the Payee is entitled to cancel further participation on a Course at any time but previous payments are no longer refundable.

10.3          Cancellation must be requested by emailing team@uplearn.co.uk.

10.4          Up Learn is entitled to cancel or suspend a User’s access to Up Learn or Up Learn Courses and/or terminate this Agreement if we reasonably consider or suspect that the User has acted in breach of these Terms and Conditions.

10.5          Up Learn may cancel or suspend a User’s access to Up Learn or Up Learn Courses and/or terminate this Agreement with immediate effect if at any time:

10.5.1             Up Learn reasonably considers or suspects that the User has committed any breach or non-observance of any of the provisions of this Agreement;

10.5.2            The User commits any gross misconduct affecting the business of Up Learn or any fraud or dishonesty or acts in any manner which in the opinion of Up Learn brings or is likely to bring Up Learn into disrepute or is materially adverse to the interests of Up Learn;

10.6          Following termination of this Agreement Up Learn shall continue to own and be entitled to use the Rights to User Material in accordance with clause 9.3.

11.              WARRANTIES AND LIABILITIES

11.1          The User warrants that the User Material is and will be original work and has not been and will not be copied wholly or substantially from any other work or material or any other source and that no part of the User Material shall:

11.1.1             infringe any third party's copyright or other intellectual property rights;

11.1.2             contain anything which is defamatory, libellous, obscene, or otherwise unlawful;

11.1.3             contain any viruses, Trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information.

11.2          Up Learn and the User warrant to and undertake with the other that:

11.2.1             this Agreement constitutes a legally valid and binding obligation, enforceable against it in accordance with its terms;

11.2.2             its entry into and performance of this Agreement will not be in breach of any legal requirement or of any express or implied terms of any contract it has with or other obligation it is or will be under to any third party;

11.2.3             it shall not at any time act or omit to act in a manner calculated or likely to bring either of the other party into disrepute;

11.2.4             it shall at all material times act in good faith towards the other party.

11.3          The User shall fully indemnify and hold harmless Up Learn from and against any damages, costs and expenses suffered or incurred by Up Learn or awarded by a court of competent jurisdiction against Up Learn as a direct result of or in connection with any claim or action that the use by Up Learn or Users of any User Material infringes the copyright or other intellectual property rights of a third party or breaches any applicable law or regulation.

11.4          Great care has been taken to ensure that the information available on this Website and Up Learn is correct and error free. From time to time, there may be errors of fact and/or grammatical, spelling or typographical errors which we will use our reasonable endeavours to correct as soon as these are identified. We apologise for any errors or omissions that may have occurred. We cannot warrant that use of Up Learn or the Website will be error free or fit for purpose, timely, that defects will be corrected, or that the site or server that makes it available are free of viruses or bugs or represents the full functionality, accuracy, reliability of Up Learn or the Website and we do not make any warranty whatsoever, whether express or implied, relating to fitness for purpose or accuracy.

11.5          We disclaim any and all liability to the User for Up Learn and the Courses to fullest extent permissible under applicable law. This does not affect the User’s statutory rights as a consumer. If we are found liable for any loss or damage to the User such liability is limited to the amount the User or Payee has paid for the relevant Up Learn Course.

11.6          Excluding the A*-A Guarantee offer described in clause 5, we cannot accept any liability for any loss, damage or expense including any direct or indirect loss such as loss of profits, to the User howsoever arising.

11.7          Up Learn and the Up Learn Courses are provided on an “as is” basis and no warranty or guarantee is offered either to the User in relation to the accuracy of the information provided. We cannot guarantee or warrant to a User that an Up Learn Course is suitable for the User or a particular Student. The use of Up Learn and the Up Learn Courses provided is entirely at the User’s and Student’s own risk and we cannot be held liable for any loss, damage or injury suffered or incurred as a result.

11.8          Up Learn do not accept any liability for any delays, failures, errors or omissions or loss of transmitted information, viruses or other contamination or destructive properties transmitted to the User or the User’s computer system via Up Learn or our Website.

11.9          Up Learn shall not be held liable for any failure or delay in in delivering Up Learn where such failure arises as a result of any act or omission which is outside our reasonable control such as an act of God or those of third parties.

11.10      Up Learn have taken all reasonable steps to prevent internet fraud and ensure any data collected from the User is stored as securely and safely as possible. However, Up Learn cannot be held liable in the extremely unlikely event of a breach in our secure computer servers or those of third parties.

12.              MISCELLANEOUS

12.1     Up Learn may subcontract any part or parts of Up Learn from time to time and we may assign or novate any part or parts of our rights under these Terms and Conditions without the User's consent or any requirement to notify the User.

12.2         Up Learn may alter or vary the Terms and Conditions at any time without notice to the User. Any updates or variations to the Terms and Conditions will be published on the Website.

12.3          This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Nothing in this clause shall limit or exclude any liability for fraud.

12.4          No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.5          No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

12.6          The User shall not assign or transfer or purport to assign or transfer any of its rights, liabilities or obligations under this Agreement without the prior written consent of Up Learn. Up Learn may assign or transfer any of its rights, liabilities or obligations under this Agreement.

12.7          No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

12.8        If for any reason any provision of this Agreement is found to be unenforceable, the remaining provisions of this Agreement shall continue to be valid to the fullest extent permitted by law.

13.              NOTICES

13.1          A notice or other communication required to be given to Up Learn under this Agreement shall be in writing and shall be:

13.1.1             delivered personally; or

13.1.2             sent by pre-paid first class post or recorded delivery; or

13.1.3             sent by email.

To Up Learn at its address set out at the beginning of this Agreement.

13.2          A notice or other communication shall be deemed duly received:

13.2.1             if delivered personally, when left at the address and for the contact referred to in this clause; or

13.2.2             if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or

13.2.3             if delivered by email, on the next Business Day after transmission.

13.3          In this clause “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

13.4          This clause does not apply to the service of any proceedings or other documents in any legal action.

14.              LAW

14.1     This Agreement, and any non-contractual rights or obligations arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with English law.

14.2      The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to hear and determine or otherwise settle all and any claims, proceedings, suits or action (including arbitration) arising out of or in connection with this Agreement or its subject matter.