Terms of Service
These terms must be accepted to access and use Morning Challenge. By signing up to Morning Challenge these Terms are deemed accepted.
Why you should read them.
Please read these terms carefully before signing up to, and using, Morning Challenge. These terms explain how we will provide Morning Challenge and how the terms may change or end, what to do if there is a problem, and other important information.
All users
1. THE PLATFORM
1.1 The Platform has not been developed to meet individual requirements. Please check that the facilities and functions of the Platform meet your requirements, prior to purchasing a subscription.
1.2 The platform has not been developed for mobile use and, In order to access the Platform, you must have a laptop/desktop device which can access and operate a website browser via the internet. We encourage Users to use Google Chrome where possible.
1.3 From time to time, we may update and change the Platform and/or any part of it to improve performance, enhance functionality, reflect changes or address security issues.
1.4 Morning Challenge endeavours to provide the Platform with reasonable skill and care.
1.5 Morning Challenge does not warrant that use of the Platform will be uninterrupted or error-free, nor free from vulnerabilities or viruses.
1.6 Morning Challenge may from time to time carry out maintenance on the Platform which may result in the Platform being unavailable to Users for a period of time.
2. FREE ACCOUNTS
2.1 A Free Account can be upgraded to a Subscriber Account, for additional features, by upgrading via the price & payments page or as otherwise directed by Morning Challenge. If you upgrade to a Subscriber Account, you will continue to be bound by these Terms.
3. ACCEPTABLE USE OF MORNING CHALLENGE
3.1 The Platform must be used in an acceptable manner, as such Users must not use the Platform:
3.1.1 in any unlawful manner, for any unlawful purpose, including terrorism or extremism or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Platform;
3.1.2 to breach in any way any applicable local, national or international law or regulation;
3.1.3 for the purpose of harming or attempting to harm minors in any way;
3.1.4 to create and/or share sexually explicit material or indecent images; or
3.1.5 to bully, insult, intimidate, harass, or humiliate any person.
3.2 User Generated Content must not:
3.2.1 be defamatory of any person;
3.2.2 be obscene, offensive, hateful or inflammatory;
3.2.3 promote or include sexually explicit material;
3.2.4 use offensive and/or inappropriate language;
3.2.5 promote violence, including but not limited to acts of terrorism or extremism;
3.2.6 promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
3.2.7 promote any illegal content or activity;
3.2.8 promote or cause bullying or maliciously target an individual, including Pupils, Teachers, Schools and/or parents/guardians.
3.2.9 harass or intimidate any individual; or
3.2.10 impersonate any person or misrepresent your identity or affiliation with any person.
3.3 Users must not:
3.3.1 infringe our Intellectual Property Rights or those of any third party in relation to their use of the Platform and/or the uploading of User Generated Content, including by the submission of any material (to the extent that such use is not licensed by these Terms);
3.3.2 permit any third party, to infringe the Intellectual Property Rights or those of any third party in relation to their use of the Platform, including by the submission of any material (including User Generated Content);
3.3.3 use the Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other Users; and
3.3.4 collect or harvest any information or data from the Platform or our systems or attempt to decipher any transmissions to or from our servers.
3.4 Users shall not:
3.4.1 except as may be allowed by any applicable law which is incapable of exclusion by the Terms between the parties and except to the extent expressly permitted under these Terms:
3.4.2 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform (as applicable) in any form or media or by any means; or
3.4.3 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform.
3.4.4 access all or any part of the Platform to build a product or service which competes with the Platform; or
3.4.5 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party except as permitted in accordance with these Terms.
3.4.6 Users shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify Morning Challenge.
4. YOUR PRIVACY
4.1 Users agree to us collecting and using technical information about the devices used to access and use the Platform to improve Morning Challenge’s offerings.
4.2 Under Data Protection Legislation, we are required to provide you with certain information about who we are, how we process your personal data, for what purposes, your rights in relation to your personal data and how to exercise them. We do not process personal data for longer than is necessary to provide and maintain the Platform and shall act in accordance with our privacy policy.
4.3 Users agree to provide reasonable assistance to Morning Challenge as is necessary to enable us to comply with rights of personal data subjects and to respond to any other queries or complaints from individuals, e.g. the rectification, erasure, transfer or blocking of that individual’s personal data.
5. THIRD PARTY WEBSITES
Users acknowledge that the Platform may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Morning Challenge makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by Users, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the User and the relevant third party.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 Users acknowledge and agree that Morning Challenge and/or its licensors own all Intellectual Property Rights in the Platform and any other materials issued or distributed by Morning Challenge and/or its licensors via the Platform or otherwise. Except as expressly stated in these Terms, these Terms do not grant Users any rights to any Intellectual Property Rights or any other rights or licences in respect of the Platform.
6.2 The “Morning Challenge” logo should not be used without our written permission.
Subscribers
7. SUBSCRIPTIONS
7.1 These Terms, together with an accepted Order Summary (as accepted by us) and any additional or varied terms as set by us in writing, make up the agreement between the Subscriber and Morning Challenge. Any accepted Order Summary is incorporated into these Terms and will bind Morning Challenge and the Subscriber for the Subscription Term.
7.2 Subject to these Terms and the Subscriber purchasing the User Subscriptions and paying the Subscription Fee in accordance with the Order Summary, Morning Challenge grants to the Subscriber a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Subscribed Users to use the Platform during the Subscription Term solely for the purpose of providing, facilitating and/or receiving education.
7.3 The Subscriber undertakes that:
7.3.1 a subscription entitles the user to individual access and use of the Platform shall not exceed the number of User Subscriptions set out in the Order Summary and/or as purchased in accordance with these Terms from time to time;
7.3.2 it will not allow any User Subscription to be used by more than one individual Subscribed User;
7.3.3 it shall ensure that each Subscribed User keeps their password confidential and secure for their own use of the Platform and that such password shall be changed no less frequently than every three (3) months;
7.3.4 it shall permit Morning Challenge to audit the Subscriber’s use of the Platform and Accounts. If an audit reveals that any password has been provided to any individual who is not a Subscribed User, then without prejudice to Morning Challenge’s other rights, Morning Challenge shall be entitled to disable such passwords and not issue any new passwords to any such individual and the Subscriber shall be required on request to pay Morning Challenge any underpaid Subscription Fees (calculated in accordance with Morning Challenge’s standard pricing within 10 Business Days of the date of the relevant audit).
8. SCHOOL AND TEACHER OBLIGATIONS
8.1 The Subscriber, School and/or Teacher(s) shall:
8.1.1 comply with Data Protection Legislation in its use of the Platform;
8.1.2 use the Platform in accordance with Morning Challenge’s instructions (as specified from time to time);
8.1.3 ensure that the Subscribed Users use the Platform in accordance with these Terms and shall be responsible for any Subscribed User's breach of the same;
8.1.4 without affecting its other obligations under these Terms, comply at all times with all applicable laws and regulations with respect to their use of the Platform;
8.1.5 obtain and maintain all necessary licences, consents, and permissions necessary for Morning Challenge to perform their obligations under these Terms;
9. SUBSCRIPTION FEES
9.1. The Subscriber shall pay the Subscription Fees to Morning Challenge for the User Subscriptions in accordance with this clause and the Order Summary;
9.2 On the Registration Start Date, the Subscriber shall provide to Morning Challenge valid, up-to-date and complete credit card details or approved purchase order information acceptable to Morning Challenge and any other relevant valid, up-to-date and complete contact and billing details and, if the Subscriber provides:
9.2.1 a on the Registration Start Date for the Subscription Fees payable in respect of the Subscription Term; and
9.2.1 b on each anniversary of the Registration Start Date for the Subscription Fees payable in respect of the next Renewal Period;
9.2.2 its approved purchase order information to Morning Challenge, Morning Challenge shall invoice the Subscriber:
9.2.2 a on the Registration Start Date for the Subscription Fees payable in respect of the Subscription Term; and
9.2.2 b at least 30 days prior to each anniversary of the Registration Start Date for the Subscription Fees payable in respect of the next Renewal Period and the Subscriber shall pay each invoice upon receipt or within 30 days after the date of such invoice.
9.3 If Morning Challenge has not received payment on the due date for payment, and without prejudice to any other rights and remedies of Morning Challenge:
9.4.1 Morning Challenge may, without liability to the Subscriber, disable the Subscriber’s (and the Subscriber’s Subscribed User’s) passwords and/or access to all or part of the Platform and Morning Challenge shall be under no obligation to provide the Platform while the invoice(s) concerned remain unpaid.
9.5 All amounts and fees (including Subscription Fees) stated or referred to in these Terms:
9.5.1 shall be payable in pounds sterling;
9.5.2 are non-cancellable and non-refundable even if the Subscriber wishes to cancel part the way through a Subscription Term;
9.6 Upon prior notice to the Subscriber, Morning Challenge shall be entitled to increase the Subscription Fees.
General Clauses
10. INDEMNITY
Users (including the Subscriber) shall defend, indemnify and hold harmless Morning Challenge against claims, actions, proceedings, losses (including data loss, loss of profit), reputational damage, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the User’s use of the Platform.
11. LIMITATION OF LIABILITY
11.1 Nothing in these Terms excludes the liability of Morning Challenge for death or personal injury caused by Morning Challenge’s negligence or for fraud or fraudulent misrepresentation.
11.2 Morning Challenge shall have no liability for any damage caused by errors or omissions in any information, instructions or software provided to Users in connection with the Platform.
11.3 In relation to Morning Challenge’s provision of the Platform, all warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms and the Platform is provided to Users on an "as is" basis.
11.4 Morning Challenge shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these
11.5 In any event, Morning Challenge’s total aggregate liability shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
12. SUBSCRIPTION TERM AND TERMINATION
12.1 These Terms bind Users for as long as they have an Account.
12.2 In relation to Subscribers, the Subscription Fees are non-refundable, and these Terms bind for the Subscription Term (and continues for each Renewal Period), unless otherwise agreed by Morning Challenge.
12.3 On termination of these Terms for any reason:
12.3.1 all licences granted under these Terms shall immediately terminate and Users shall immediately cease all use of the Platform; and
12.3.2 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced.
13. FORCE MAJEURE
Morning Challenge shall have no liability to Users under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Subscriber, School, Teacher or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order or local authority guidance (including free movement of goods and people), rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, pandemic, epidemic, outbreak of infectious disease or default of suppliers or sub-contractors, provided that Users are notified of such an event and its expected duration.
14. CONFLICT
If there is an inconsistency between any of the provisions in the main body of the Terms and the Order Summary the provisions in the Terms shall prevail, unless otherwise agreed by Morning Challenge in writing.
15. VARIATION
No variation of these Terms shall be effective unless it is in writing and signed by Morning Challenge.
16. WAIVER
No failure or delay by a party to exercise any right or remedy provided under these Terms 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.
17. RIGHTS AND REMEDIES
Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
18. SEVERANCE
18.1 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
18.2 If any provision or part-provision of these Terms is deemed deleted under clause 18.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
19. ENTIRE AGREEMENT
These Terms and the Order Summary constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, terms, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
20. Assignment
20.1 The User shall not, without the prior written consent of Morning Challenge, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
20.2 Morning Challenge may at any time assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under these Terms.
21. NO PARTNERSHIP OR AGENCY
Nothing in these Terms is intended to or shall operate to create a partnership between the parties or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
22. THIRD PARTY RIGHTS
These Terms do not confer any rights on any person or party (other than the parties to this Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
23. NOTICES
23.1 Any notice required to be given under these Terms shall be sent by email to daniel@morningchallenge.co.uk. The notice shall be deemed delivered at the time of transmission if between 9am and 5pm on a Business Day, otherwise at 10:00am on the next Business Day after transmission.
23.2 This clause does not apply to the service of any proceedings or any other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
24. GOVERNING LAW AND JURISDICTION
The validity, construction and performance of the Terms shall be governed by English law. In the event that legal proceedings are initiated by a User against Morning Challenge in relation to a claim or dispute arising out of or in connection with these Terms or any non-contractual obligations arising between the parties, the courts of England and Wales shall have exclusive jurisdiction to settle such dispute or claim.
Where legal proceedings are initiated by Morning Challenge against a User in relation to a claim or dispute arising out of or in connection with these Terms or any non-contractual obligations arising between the parties, Morning Challenge may in its sole discretion commence proceedings in the courts of any jurisdiction it may choose against the User. Legal proceedings brought by Morning Challenge in any one or more jurisdictions shall not preclude legal proceedings by Morning Challenge in any other jurisdiction, whether by way of substantive action, ancillary relief, enforcement or otherwise.