BABINGTON EDUCATION ORGANISATION LIMITED
INSTITUTIONAL AGREEMENT FOR OXFORD READING CLUB

 

STANDARD TERMS AND CONDITIONS 

 

  1. Introduction 

    1. By submitting your online order for the Product (“Ordering Form”) you, the institution stated in the ordering form for the Product (“Ordering Form”) (“You”, “you”), are entering into a binding agreement with the Babington Education Organisation Limited, a company registered in Hong Kong SAR of address Unit 8, 7/F China Shipbuilding Tower, 650 Cheung Sha Wan Road, Cheung Sha Wan, Kowloon (“BEO” or “us”). 

    2. These terms and conditions (“Terms”) permit you to purchase and make available to your students for the purpose of private study (and make available to those of your staff that you authorise for the purpose of teaching students) (together "Authorised Users") access to and use of the Oxford Reading Club (“the Product”). Purchase of the Product shall be by means of the access tickets (“the Tickets”) that you request via the Ordering Form. 

    3. These Terms include the terms and conditions below and within the Ordering Form. They override and replace any other statements or terms and conditions you may already have with BEO that relate to the purchase of the Product, whether verbal or in writing. These Terms do not affect any other terms and conditions that you may have with BEO. 

    4. BEO reserves the right to amend the Terms from time to time. The latest terms will be found in the this URL: https://www.babington.edu.hk/orc-institutional-policy.  Please check these Terms each time You wish to order Products to ensure that You understand the terms and conditions that will apply at that time. 

  2. ​Purchase of the Product 

    1. Subject to the Terms, BEO agrees to make the Product available to you for: 

      1. ​the period of time that you have Tickets that have been paid for and are available to redeem; and 

      2. once a Ticket is redeemed, for 31 days of use by the Authorized User for which the Ticket is redeemed or “Auto-Redeemed” (as defined below), subject to the following: 

        1. access for the Authorized User will start on the day of redemption; 

        2. if Auto-redeem is switched on, a new Ticket will start being used at the beginning of the next calendar month (and each further calendar month while this feature is enabled); and 

        3. if any calendar month during which Auto- Redeem is enabled is less than 31 days or if you initially redeemed a Ticket part-way through a calendar month, a number of days’ access will be provided to the Authorized user at the end of last calendar month of redeemed access such that the total days equals the number of Tickets redeemed or Auto-Redeemed multiplied by 31 days. 

          By way of example only: You redeem a Ticket for an Authorised User on 16 November, then switch on Auto-Redeem; and then switch off Auto-Redeem in December. One ticket will be consumed on 16 November and a second on Ticket on 1 December. No ticket will be consumed on 1 January but the Authorised User will have access to the Product until 15 January (a total of 62 days’ access; or 2 x 31 days). 

    2. For the purposes of the above clause, to “Auto- Redeem” means to switch-on the feature within the Product in relation to a class of Authorized Users such that a new Ticket is automatically used for those Authorised Users that on the first day of each calendar month while this feature is engaged. More details on use of Tickets and management of classes is set out in the Product documentation. 

    3. You undertake not to make available the Product to Authorised Users without their agreement that access and use of Product shall be subject to the subject end user licence terms and conditions included in the Oxford Reading Club application at the following URL: https://www.oxfordreadingclub.com/policy/term/global.

    4. You shall not make the Product available to anyone who is not a current student of Yours. A current student is defined as a student who has had a lesson delivered by the institution within the past 30 calendar days or who will have a lesson within the coming 30 days counting from the date the ticket was redeemed. In other words, you are not permitted to make this product available to users as a standalone product, i.e. without lessons. 

    5. You undertake that you will seek approval from BEO before publishing or amending the price and associated offerings of the Product. Associated offerings include but is not limited to offerings such as lessons be it paid or free. 

    6. BEO shall use all reasonable efforts: 

      1. to make the Product available and provide reasonable customer support to Authorised Users. First-line customer support for Authorised Users will be provided by BEO’s central customer-support function on the contact addresses stated within the Product; and 

      2. to provide assistance to you in the event of technical problems in relation to the Product. 

    7. BEO reserves the right to withdraw from Product content that it no longer retains the right to provide or that it has reasonable grounds to believe is unlawful, harmful, false, or infringing. 

    8. BEO reserves the right to suspend your access and the access of Authorised Users to Product in the event of any unauthorised use of the Product. 

  3. Payment

    1. Prices will be confirmed in the Ordering Form. 

    2. BEO will invoice you for the total sum due on receipt and acceptance of your Ordering Form. The time limit and method applicable to payment shall be as stated on the invoice. 

  4. Cancellation and refunds 

    1. The price paid by you for the Product is non-refundable. 

  5. Personal Data 

    1. The terms of the BEO Privacy Policy available with the Product shall apply to any personal data supplied by you to us. Where such data relates to Authorised Users, you warrant that You have obtained all necessary consents from those Authorised Users before making the data available to BEO. 

  6. Ethical conduct 

    1. You represent and warrant that you shall not act, or omit to act, in such a way as to give rise to a breach by you, or any of your Affiliates, of any applicable law related to fraud, bribery, corruption or any related matter. 

    2. You represent and warrant that you shall not offer, promise, pay, give or authorise (tacitly or otherwise) any financial or other advantage, on behalf of BEO: 

      1. to any person in order to induce that person improperly to perform a function or activity in connection with a business or organization, a person’s employment, or a public function; or 

      2. to any Official to influence that Official in connection with obtaining business or a business advantage for them or for any of BEO or its Affiliates. 

    3. You shall promptly report any apparent breach of clauses 6.1 or 6.2 to BEO. 

    4. BEO shall have the right to terminate these Terms immediately on written notice, without liability, for breach of clauses 6.1 or 6.2.

    5. In this clause : 

      1. "Official" means (a) an individual who holds a legislative, administrative, or judicial position of any kind of any country or territory, or any subdivision of any country or territory; (b) any person who performs public functions in any branch of any national, local or municipal government or who exercises a public function for any public agency or public enterprise; and (c) an official or agent of a public international organisation, such as the UN or the World Bank; 

      2. “Affiliate” shall mean, in relation to a party, a person who is, from time to time, a subsidiary or parent of that party, or is a subsidiary of that party’s parent; and 

  7. Variation of these terms 

    1. BEO may revise these Terms from time to time at our discretion. 

    2. Whenever we revise these Terms, we will keep You informed and give You notice of this by stating that these Terms have been amended and inserting the relevant date of such amendment at the top of these Terms. 

  8. General 

    1. Save in relation to your obligations in relation to the supply by you of personal data, where the legislation of your jurisdiction may take precedence, these Terms shall be interpreted in accordance with Hong Kong law and the Hong Kong courts shall have exclusive jurisdiction. 

    2. BEO gives no warranty, express or implied, and makes no representation that: (i) the Product shall be of satisfactory quality, suitable for any particular purpose or for any particular use under specified conditions, notwithstanding that such purpose, use, or conditions may be known to BEO; or (ii) that the Product shall operate error free or without interruption. 

    3. In no circumstances shall BEO be liable for any loss resulting from a cause over which BEO does not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines (including removal of support for or failure of software used in the Product or delivery of the Product), telephone or other connectivity problems, unauthorised access, theft, or operator errors. 

    4. BEO shall have no liability whatsoever for any consequential, incidental, special or indirect damages or loss of profits including, without limitation, damages for loss of data or corruption of data, loss of programs, loss of business or goodwill, or other damages or losses of any nature arising out of the use of, or inability to use the Product. 

    5. BEO's entire liability in contract, tort, negligence or otherwise for damages or other liability shall be the return of the price paid by you to us for Product. 

    6. For the avoidance of doubt, BEO shall not be liable to you for any non-payment to you by the parties to whom you sell the Product. 

    7. BEO does not seek to limit or exclude liability for death or personal injury arising from BEO's negligence. 

    8. You acknowledge that all copyrights, patent rights, Publisher trade marks, service marks, database rights, trade secrets and other intellectual property rights relating to the Product, are the sole and exclusive property of the Publisher. This Agreement does not convey to You or your Authorised Users any right, title, or interest to the Product except for the right to use the Product in accordance with the terms and conditions of this Agreement. Neither You nor your Authorised Users shall create any derivative work based on any of the Product. 

    9. The failure of either party to enforce any of these Terms shall not be construed as a waiver of future performance or any such Terms. 

    10. If any provision of these Terms is held by any court or other competent authority to be void or unenforceable in whole or part, these Terms shall continue to be valid as to the other provisions thereof and the remainder of the affected provisions. 

    11. This Agreement may be terminated immediately by BEO upon your breaching any of its terms and conditions. 

    12. Upon termination of these terms and conditions, you shall cease selling the Product but any sales of the Product that you have made will carry on in full force and effect.