Licence Terms

  1. Acceptance of terms and conditions
    1. The purchase of a licence and use of SPENCER by you are conditioned upon acceptance of these terms and conditions. You agree to these terms and conditions by submission of user qualifications, or by paying a licence fee. These terms and conditions constitute the entire agreement between Spencer Education Limited and you and supersede any other standard terms and conditions used by you.
    2. If any provision of these terms and conditions is found to be void, against statute or otherwise unenforceable, the remaining provisions will be enforced. The terms and conditions of this Agreement may not be waived or modified except by prior written agreement signed by a director of Spencer Education Limited.
  2. Registration

    You agree to:
    1. Provide true, accurate, current and complete information which you are required to provide when you register as a User of SPENCER ('User Information'); and notify Spencer Education Limited immediately of any changes to the User Information.
    2. You agree not to impersonate any other person or entity or to use a false name or a name that you are not authorised to use.
    3. Spencer Education Limited reserves the right to terminate your account (including user name and password) if any User Information is untrue, inaccurate, out-of-date or incomplete.
  3. Provision of the SPENCER programme
    1. Spencer Education Limited's services are provided to you and you therefore agree to neither share the SPENCER programme, nor use the service to share SPENCER sensitive information with any other person or body.
    2. Use of SPENCER is deemed to be an acceptance of this Agreement.
  4. Security & Personal Information
    1. Depending on whether you opt for the subscription or free access service you may be issued with a set of unique passwords. You are responsible for the security and proper use of all passwords relating to the service and must take all necessary steps to ensure that all passwords are kept confidential, secure, used properly and not disclosed to other people.
    2. Other users of your username and password shall be bound by these terms and conditions as if they were you. You agree to immediately notify us of any unauthorised use of your username or password or any other breach of security of which you become aware.
    3. If you forget any password, you can use the 'Forgot Password' section of the Login page.
  5. Use of SPENCER
    1. You are responsible for procuring the necessary equipment and the payment of fees necessary to access SPENCER.
    2. Spencer Education Limited's services may not be used for any activity, which contravenes the laws of England, or any other applicable jurisdiction.
    3. You may not use Spencer Education Limited's services to seek to gain unauthorised access to Spencer Education Limited's facilities, services or resources or to the facilities, services or resources of connected networks.
    4. You may not use Spencer Education Limited's services to engage in activities which waste Spencer Education Limited's resources (people, networks, computers and financial).
    5. You may not use Spencer Education Limited's services to:
      • engage in activities, which cause or are liable to cause disruption or denial of service to any Spencer Education Limited customer and any user of SPENCER;.
      • create, host or transmit offensive or obscene material, or engage in activities, which would cause offence to others on the grounds of ethnicity, religious belief, gender or sexuality;.
      • create, host or transmit material which is designed to cause annoyance, inconvenience or needless anxiety to others or which compromise the privacy of others;.
      • create, host or transmit material which is defamatory;.
      • create, host or transmit material which infringes the copyright of another person or organisation or which infringe proprietary rights in any software or which would destroy the integrity of computer based information;.
      • transmit unsolicited commercial or advertising material either to other customers or to other organisations connected to other networks, if the transmission of such material causes or is likely to cause annoyance;.
      • transmit unsolicited or bulk email either to other customers or to other organisations connected to other networks, if the transmission of such 5.6.7 Spencer Education Limited's services are not intended for resale. Resale of services without making specific arrangements with Spencer Education Limited shall not be permitted.
    6. You shall be responsible for ensuring that any software ordered by you is suitable for your requirements and is compatible with your existing systems and practices. If software is purchased in error, we retain the right to refund you accordingly. Spencer Education Limited retains the right to deduct, from your refund, charges incurred during distribution.
    7. In relation to digital download software, the Consumer Protection (Distance Selling) Regulations 2000 ('Regulations') give consumers the right to cancel orders for downloaded products or services during the period of seven (7) working days after the day on which provision of the product or service being provided commences. However, under the exceptions to these Regulations, you agree that this right of cancellation does not apply. This enables Spencer Education Limited to prevent illegal distribution and/or reproduction of digital download software which is a significant problem that affects Kaspersky and other vendors.
  6. Fees
    1. You will pay the fee for the SPENCER licence to Spencer Education Limited The fee will be dependent on the size, i.e. the number of pupils, of the school or educational organisation and the number of Users of the licence. The details of each licence type can be found on the SPENCER website. You may also undertake a free trial of SPENCER prior to paying the applicable licence fee.
    2. If you are an independent counsellor you may purchase a licence for your individual use upon payment of the applicable fee.
    3. Each licence purchased will be valid for a period of 12 calendar months from the date of purchase.
    4. In the event that you have purchased a licence in error or SPENCER is unsuitable for your school’s, educational organisation’s or individual needs you may request a refund of the licence fee from Spencer Education Limited PROVIDED THAT such a request is submitted by you no later than 30 calendar days after purchase. No refund will be available after this date.
  7. Intellectual Property and Right to Use
    1. You acknowledge that all copyright, trademarks and all other intellectual property rights in any material supplied as part of SPENCER shall remain vested in Spencer Education Limited or its licensors. You acknowledge that you are permitted to use this material only as expressly authorised by Spencer Education Limited or its licensors and may not copy, reproduce, transmit, distribute or create derivative works of such material without express authorisation.
    2. The material and content contained with SPENCER is for your personal use only and you agree not to (and agree not to assist or facilitate any third party to) distribute or commercially exploit such material and content. If you become aware of any such distribution or commercial exploitation, you will let Spencer Education Limited know immediately.
    3. Where Spencer Education Limited has formed partnerships with organisations offering specialist educational health resources Spencer Education Limited has formal agreements in place to advertise and promote specific resources. This should be acknowledged in any use of the SPENCER programme.
    4. You shall refrain from using SPENCER with clients outside the institution into which it is licensed or by prior agreement with Spencer Education Limited within an organisation providing education to children in different schools and different settings.
  8. Limitation of Liability
    1. You agree that, except for death and personal injury arising from Spencer Education Limited’s negligence, Spencer Education Limited shall not be liable in contract, tort, negligence, or otherwise, for any loss or damage whatsoever arising from or in any way connected with this contract, including, without limitation, damage for loss of business, loss of profits, business interruption, loss of business information, or any other pecuniary loss (even where Spencer Education Limited has been advised of the possibility of such loss or damage).
  9. Indemnity
    1. You agree to indemnify Spencer Education Limited, and its officers, directors and employees, immediately on demand, against all claims, liability, damages, costs and expenses, including legal fees, arising out of any breach of these terms and conditions by you or any other liabilities arising out of your use of SPENCER.
  10. Termination
    1. Spencer Education Limited reserves the right to take such action as it deems appropriate against any customer who violates any conditions of this Agreement. In such cases, services (including your username and password, your email addresses, emails and other data stored on SPENCER) may be limited, interrupted or terminated with or without notice to you.
  11. Law
    1. This Agreement shall be governed by and construed in all respects in accordance with the laws of England and each party hereby submits to the exclusive jurisdiction of the English Courts.