1. Interpretation

   1. The following definitions and rules of interpretation apply to this Agreement.

   2. Definitions:

      1. Acceptable Use Policy : the acceptable use policy of Practice Pal set out in Schedule 1.
      2. Account :the account with Practice Pal that the Teacher has set up that enables the Teacher to install the Application and make use of the Platform (and shall in context also refer to accounts set up for Students pursuant to the Student Terms).
      3. Agreement : this contractual agreement made between Practice Pal and the Teacher incorporating the Terms.
      4. Application : the  application developed by Practice Pal that provides the Platform (including both source code and object code but excluding any Teacher Content).
      5. Business Day : a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
      6. Confidential Information : information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information and treated under clause 11. 
      7. Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures : as defined in the Data Protection Legislation .
      8. Data Protection Legislation : the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); [and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
      9. EEA : all countries within the European Economic Area.
      10. Effective Date : the date on which the Teacher obtains access to the Platform 
      11. Encore :Encore Technologies Limited, a company registered in England and Wales under number 09307379 the registered office of which is at 71a Abbeville Road, London SW4 9JW.
      12. Fees : the subscription fees payable by the Teacher determined from time to time in accordance with clause 9.
      13. Intellectual Property Rights : patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, and Intellectual Property Rights include, without limitation, the trade mark PRACTICE PAL (whether or not registered), URLs and domain names and the “look and feel” of the Application and the Platform. 
      14. Normal Business Hours : 0900 to 1730 local UK time, each Business Day.
      15. Open-Source Software : any software licensed under any form of open-source licence meeting the Open Source Initiative’s Open Source Definition (set out at www.opensource.org ) or any libraries or code licensed from time to time under the General Public Licence (as described by the Free Software Foundation and set out at www.gnu.org ), or anything similar, included or used in, or in the development of, the Platform.
      16. Platform : Practice Pal’s infrastructure and cloud computing platform and runtime environment made available by way of the Application, which delivers services as described in the Platform Description together with other services, features or functionalities may be integrated into the Platform from time to time .
      17. Platform Description :  the description of the Platform that Practice Pal makes known to the Teacher by any means.
      18. Practice Pal : Practice Pal Limited, a companyincorporated and registered in England and Wales under number 11154632, the registered office is at 18 Bennett Gardens, London SW16 4QE, United Kingdom.
      19. Security Event :
          1. any unauthorised third party access to the Platform; or
          2. any use of the Platform by any Teacher that is in breach of the Acceptable Use Policy and has the potential to materially impact the Platform by any other user or customer of Practice Pal or any of that customer’s end users; or
          3. any Vulnerability or Virus introduced into the Platform by (or facilitated through) the Teacher. 
      20. Student : any music student or pupil who requires Instruction from the Teacher.
      21. Student Terms : the terms and conditions incorporated in the contractual agreement made between Practice Pal with parents or guardians of Students (or in some cases with Students themselves) subsequent to the agreement that provides inter alia for Students to use a mobile application to access music lessons given by Teachers.
      22. Teacher : the private/freelance teacher identified in the agreement who is enabled to use the Platform in order to teach music to Students.
      23. Teacher Content :all text, information, data, software, images, audio or video material (including but not limited to recordings of music lessons, written notes, annotations to music), in whatever medium or form, inputted by Teachers but excluding all personal data and authentication information provided in relation to the setting up of the Account.
      24. Term : the term of the Agreement commencing on the Effective Date and terminating in accordance with clause 14.1.
      25. Terms : these terms and conditions of use of the Application and the Platform which are incorporated in the Agreement.
      26. UK Data Protection Legislation : all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
      27. Virus : any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
      28. Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
      29. Website : the website of Practice Pal at the URL https://practicepalmusic.com .
   3. Clause, schedule and paragraph headings shall not affect the interpretation of the Agreement.
   4. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Agreement and shall include all subordinate legislation made as at the date of the Agreement under that statute or statutory provision.
   5. A reference to writing or written includes emails.
   6. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1. Subject to the Teacher not being in breach of their payment obligations under clause 9 and the other terms and conditions of the Agreement, Practice Pal hereby grants to the Teacher  a non-exclusive, non-transferable right during the Term to permit the Teacher to install the Application and use the Platform solely for the purposes set out in the Agreement:
2. The Teacher undertakes that:
   1. they shall keep a secure password for his use of the Application, and that they shall use all reasonable endeavours to keep his password confidential;
   2. if it comes to the notice of Practice Pal  that any password has been provided to any unauthorised third party, then, without prejudice to Practice Pal’s other rights, Practice Pal shall promptly disable such password.
3. The Teacher shall comply with the Acceptable Use Policy in the spirit as well as the letter.
4. If Practice Pal becomes aware of any breach of the Acceptable Use Policy, it shall:
   1. immediately notify the Teacher that it is entitled to suspend his Account;
   2. remove relevant Teacher Content; and
   3. if relevant, suspend further access to the Platform by the Teacher. 
5. Whenever Practice Pal reasonably suspects that there has been a breach of the Acceptable Use Policy by any Teacher, the Teacher shall permit it to audit all Teacher Content to ensure compliance with the Acceptable Use Policy. Such right to audit shall be exercised at Practice Pal’s expense, with reasonable prior notice. For clarity, the parties acknowledge that Practice Pal is not obliged to carry out any such audit.
6. Notwithstanding any other provision in the agreement, if there is a Security Event, Practice Pal may, without liability or prejudice to its other rights and without prior notice to the Teacher, remove the relevant Teacher Content and disable the Teacher Account and restrict or deny access to the Application until the relevant Security Event has been resolved. Practice Pal shall give the Teacher written notice as soon as is reasonably practicable of the nature of the relevant Security Event and, as appropriate, restore access to the Account as soon as practicably possible. 
7. The Teacher shall not:
   1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
      1. except to the extent expressly permitted under the agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the software relating to the Application or the Platform in any form or media or by any means; or
      2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the such software;
   2. access all or any part of the Application or the Platform in order to build a product or service which competes with the Application or the Platform;
   3. use the Application or the Platform to provide services to third parties other than the Students;
   4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Application or the Platform available to any third party except as permitted to Practice Pal by virtue of the Student Terms ; or
   5. knowingly introduce, or permit the introduction of, any Virus or Vulnerability into the Application or the Platform. 
8. The Teacher 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 Practice Pal. 
9. Any Open-Source Software provided by Practice Pal is provided “as is” and expressly subject to the disclaimer in clause 13.2.1. Such terms and conditions shall govern such use to the extent that they expressly supersede the Agreement.

1. The Teacher acknowledges that his Account enabling access to the Application and the Platform is set up as described in outline in Schedule 2 and that such outline is not necessarily comprehensive of all details of such setup and of Practice Pals’s mode of operation or business model and that the wording of Schedule 2 is not intended to establish any further contractual terms.
2. Practice Pal shall, during the Term:
   1. provide the Application with access to the Platform for installation by the Teacher on and subject to the terms of the Agreement; and 
   2. enable the Teacher to connect via the internet to the Application and  the Platform and to use the Platform in accordance with the Agreement on condition that the Teacher utilises compatible devices and adequate internal connections.
3. From time to time Practice Pal may:
   1. modify the Platform by issuing updates; and 
   2. make new features, functionality, applications or tools available on the Platform, whose use may be subject to the Teacher’s acceptance of further terms and conditions; and
   3. publish information regarding such updates or features on the Website shall give the Teacher prompt written notice of material modifications and any such new features, functionality, applications or tools.

1. Practice Pal shall be entitled to change its Fee rates in accordance with clause 9.2 but on giving reasonable notice to Practice Pal the Teacher may reject any such change by terminating the Teacher’s Account. If the Fee rate changes are not rejected by the Teacher, the Fees payable by the Teacher shall be deemed to have been amended accordingly. 
2. Practice Pal may make other changes to the provisions of the agreement from time to time, but if it materially changes such provisions, Practice Pal shall give the Teacher 10 Business Days’ notice before the changes take effect, during which time the Teacher may reject any such change by terminating the Teacher’s Account.
3. The Teacher acknowledges and agrees that if it uses the Platform after the date on which such provisions have changed, Practice Pal will treat the Teacher’s use as acceptance of the changed provisions.

1. Although in all instances Practice Pal shall observe its obligations under the Data Protection Legislation to delete personal data when it is entitled to do so, Practice Pal is not responsible or liable for any accidental or inadvertent loss or deletion of or failure to store any Teacher Content or communications maintained or transmitted through use of the Platform.
2. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
3. The parties acknowledge that:
   1. Practice Pal is the controller of personal data relating to Students and Teachers and the Teacher is the processor for the purposes of the Data Protection Legislation. 
   2. Schedule 3 sets out the scope, nature and purpose of processing by the Teacher, the duration of the processing and the types of personal data and categories of data subject.
   3. subject to clause 5.5(c) the personal data may be transferred or stored outside the EEA by Practice Pal.
4. Without prejudice to the generality of clause 5.2, Practice Pal will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data of Students to the Teacher for the duration and purposes of the Agreement so that the Teacher may lawfully use, process and transfer such personal data in accordance with the Agreement.
5. Without prejudice to the generality of clause 5.2, the Teacher shall, in relation to any personal data processed in connection with the performance of its obligations under the agreement:
   1. process that personal data only in accordance with the Data Protection Legislation and any legitimate documented written instructions of Practice Pal;
   2. ensure that they have in place appropriate technical and organisational measures,  to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by them). 
   3. not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
      1. the Teacher has provided appropriate safeguards in relation to the transfer;
      2. the data subject has enforceable rights and effective legal remedies;
      3. the Teacher complies with his obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
      4. complies with reasonable instructions notified to them in advance by Practice Pal with respect to the processing of the personal data;
   4. assist Practice Pal in responding to any request from a data subject and in ensuring compliance with their obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
   5. notify Practice Pal without undue delay on becoming aware of a personal data breach;
   6. at the written direction of Practice Pal, delete or return personal data and copies thereof to the Student or to Practice Pal (as Practice Pal directs) on termination of the Agreement unless required by law (inclusive of law relating to safeguarding) to store the personal data; and
   7. make available all information necessary to demonstrate their compliance with this clause 5 and immediately inform Practice Pal if, in the opinion of the Teacher, an instruction infringes the Data Protection Legislation.
6. Practice Pal has appointed Encore to help develop the Platform. In the course of so doing, Encore may from time to time view personal data held on the Platform and Practice Pal has a legitimate interest pursuant to the Data Protection Legislation and reasonable purposes to allow Encore to do so. This clause 5.6 shall apply mutatis mutandis in the event that Encore is replaced by Practice Pal for the purpose of further development of the Platform in place of, or in addition to Encore.

Practice Pal makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of any third-party website that may be linked from or referred to on the Platform. Practice Pal recommends that the Teacher refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. Practice Pal does not endorse or approve any third-party website nor the content of any of the third-party website made available or referred to on the Platform.

1. Practice Pal undertakes that the Platform will perform substantially in accordance with the Platform Description and with reasonable skill and care.
2. The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Platform contrary to Practice Pal’s instructions, or as a result of the uploading of any Teacher Content. 
3. If the Platform does not conform with the undertaking in clause 7.1, Practice Pal will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Teacher with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Teacher’s sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, Practice Pal: 
   1. does not warrant that:
      1. the Teacher’s access to the Platform will be uninterrupted or error-free; 
      2. the use of the Platform will meet the Teacher’s or any third-party’s requirements; or
      3. the Platform and the Application generally will be free from Vulnerabilities; and 
   2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Teacher acknowledges that access to the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
4. This Agreement shall not prevent Practice Pal from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement.
5. Practice Pal warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement. 

1. The Teacher shall:
   1. provide Practice Pal with:
      1. all necessary co-operation in relation to the Agreement; and
      2. all necessary access to such information as may be required by Practice Pal,
      in order to open Accounts and thereafter use the Application;
2. without affecting its other obligations under the agreement, comply with all applicable laws and regulations, including any of those relating to safeguarding of Students and the Data Protection Legislation with respect to the use of the Application;
3. use the Platform in accordance with the Terms and be responsible for breach of the Agreement caused or contributed to by any acts or omissions on his part;
4. ensure that his network and systems comply with the relevant specifications appropriate from time to time for the installation of the Application; 
5. be solely responsible for procuring, maintaining and securing his relevant network connections and telecommunications links from its systems, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Teacher’s network connections or telecommunications links or caused by the internet.

1. Access by the Teacher to the Platform shall, subject to the Agreement, be provided by Practice Pal in consideration of payment by the Teacher of the Fees. 
2. The Fees with respect to such access shall be as notified to the Teacher and agreed with Practice Pal separately but they shall be determined in accordance with Practice Pal’s standard rates that are set out on the Website. Practice Pal reserves the right to amend such rates from time to time and increase the Fees on written notice to the Teacher in accordance with any amendments to such rates.
3. Practice Pal’s determination of the usage of the Platform by the Teacher and the Fees due accordingly shall, in the absence of manifest error, be final.
4. Practice Pal shall as further agreed with the Teacher, issue an electronic statement  payable at or after the end of each week, month, term (or other period as agreed) of usage for the Fees payable in respect of such period. Those Fees shall be due immediately..
5. The Teacher may on the Effective Date provide to Practice Pal valid, up-to-date and complete credit card details acceptable to Practice Pal and/or any other relevant valid, up-to-date and complete contact and billing details, or agree with Practice Pal any other mutually convenient method of payment including but not limited to direct debit or bank transfer and to implement payment of all amounts due by the agreed means of payment, immediately 
6. If Practice Pal has not received payment when it falls due , and without prejudice to any other rights and remedies of Practice Pal:
   1. Practice Pal may, without liability to the Teacher, disable the Teacher’s Account and password and all access to the Application and Practice Pal shall be under no obligation to renew or reinstate any such Account while the relevant invoice(s) remain unpaid; and
   2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 2% over the then current base lending rate of Practice Pal’s bankers in the United Kingdom from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
7. All Fees:
   1. shall be payable in pounds sterling;
   2. are non-cancellable and, in the absence of manifest error, non-refundable;
   3. are exclusive of any value added tax or other sales tax, which shall be added where due to the Teacher’s invoice(s) at the appropriate rate.
8. The Teacher waives, to the extent permitted by law, all claims relating to Fees unless claimed within 90 Business Days of the date of the relevant invoice, but any rights the Teacher may have against its credit card issuer, if relevant, shall not be affected.

1. The Teacher acknowledges and agrees that Practice Pal and/or its licensors own all Intellectual Property Rights in the Application, the Platform and the Platform Description. Except as expressly stated in the agreement, the Agreement does not grant the Teacher any rights to, or in any Intellectual Property Rights or any other rights or licences in respect of the Application, the Platform and the Platform Description.
2. Practice Pal acknowledges and agrees that the Teacher may own certain Intellectual Property Rights or other rights with respect to the Teacher Content and that the Teacher asserts all moral rights granted under Chapter IV of the Copyright, Designs and Patents Act 1988 and if relevant of the right to be identified as a performer pursuant to section 205C of such Act.
3. The Teacher shall grant to Practice Pal a non-exclusive and perpetual right to retain and store any Teacher Content on the Platform or elsewhere (which Practice Pal shall do for a period or periods of time calculated in accordance with Practice Pal’s own reasonable discretion).

1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party’s Confidential Information shall not be deemed to include information that:
   1. is or becomes publicly known other than through any act or omission of the receiving party;
   2. was in the other party’s lawful possession before the disclosure;
   3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
   4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
   5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
2. Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of the Agreement.
3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents (and also, in the case of the Teacher only, by the Authorised Users) in breach of the terms of the Agreement.
4. Practice Pal shall not be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
5. The above provisions of this clause 10.1 shall survive termination of the Agreement, however arising.

1. The Teacher shall defend, indemnify and hold harmless Practice Pal against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with:
   1. the Teacher Content;
   2. any breach in connection with the use of the Application or the Platform of the Teacher’s legal obligations in connection with safeguarding of Students or personal data of Students;
   3. any infringement by the Teacher of any Intellectual Property Rights of any third party; or
   4. the Teacher’s general use of the Application or the Platform. 
2. Practice Pal shall defend the Teacher, its officers, directors and employees against any claim that the provision  of the Application or the Platform by Practice Pal in accordance with the Agreement infringes any Intellectual Property Rights of any third party and shall indemnify the Teacher up to a limit of £1,000,000 for any amounts awarded against the Teacher in judgment or settlement of such claims, provided that this indemnity does not apply to the extent that any such claim is based on the use of any Open-Source Software.
3. The obligations of Practice Pal and the Teacher under clause 12.1 and clause 12.2 respectively are conditional on:
   1. the indemnifying party being given prompt notice of any relevant claim;
   2. the indemnified party providing reasonable co-operation to the indemnifying party in the defence and settlement of such claim, at the indemnifying party expense; and
   3. the indemnifying party being given sole authority to defend or settle such claim.
4. Except as specifically provided in the Agreement, the enforcement and protection of a party’s Intellectual Property Rights shall be in the sole discretion and control of that party and any and all recoveries resulting from such enforcement or protection actions shall be retained by that party. 
5. In the defence or settlement of any claim, Practice Pal may procure the right for the Teacher to continue using the Application or any part of the Platform, replace or modify any feature or functionality thereof so that they become non-infringing or, if such remedies are not reasonably available, terminate the Agreement on two Business Days’ notice to the Teacher without any additional liability or obligation to pay liquidated damages or other additional costs to the Teacher.
6. In no event shall Practice Pal, its employees, agents and subcontractors be liable to the Teacher to the extent that the alleged infringement is based on:
   1. a modification of the Application or the Platform by anyone other than Practice Pal;
   2. the use of the Platform by the Teacher in combination with any Teacher Content;
   3. the use of the Platform by the Teacher in a manner contrary to any instructions given by Practice Pal; or 
   4. the use of the Platform by the Teacher after notice to the Teacher of the alleged or actual infringement from Practice Pal or any appropriate authority. 
7. The foregoing and clause 13.4 state the Teacher’s sole and exclusive rights and remedies, and the Practice Pal’s (including the Practice Pal’s employees’, agents’ and subcontractors’) entire obligations and liability, for infringement of any Intellectual Property Rights.

1. This clause 13 sets out the entire financial liability of Practice Pal (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Teacher:
   1. arising under or in connection with the Agreement;
   2. in respect of any use made by the Teacher of the Application, the Platform or any part of them; and
   3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
2. Except as expressly and specifically provided in the Agreement:
   1. the Teacher assumes sole responsibility for results obtained from the use of the Application or the Platform by them, and for educational value derived by Students from such use. Practice Pal shall have no liability to the Teacher or any third party for any damage caused by errors or omissions in any information or guidance provided on the Platform by the Teacher; 
   2. 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 the Agreement;
   3. the Application, the Platform and the Platform Description are provided to the Teacher on an “as is” basis.
3. Nothing in the Agreement excludes the liability of Practice Pal:
   1. for death or personal injury caused by Practice Pal’s negligence; or
   2. for fraud or fraudulent misrepresentation. 
4. Subject to clause 13.2 and clause 13.3:
   1. Practice Pal 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 the Agreement; and
   2. Practice Pal’s total aggregate liability in contract per claim for tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the total Fees paid by the Teacher during the 12 months immediately preceding the date on which the claim arose.

1. The Agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue in force for as long as the Teacher uses the Platform and the Fees are paid, unless:
   1. Practice Pal notifies the Teacher of termination of his Account on the ground that the Teacher has been inactive on the Platform for at least 6 calendar months   in which case the Agreement shall terminate 7 Business Days after the date of that notice; 
   2. the Teacher closes his Account on written notice to Practice Pal;
   3. if at any time there are no Student Terms  in force, for avoidance of doubt with respect to Students of the Teacher; or
   4. it is otherwise terminated in accordance with the provisions of the Agreement.
2. Without affecting any other right or remedy available to it, Practice Pal may terminate the Agreement with immediate effect by giving written notice to the Teacher if:
   1. the Teacher fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 7 Business Days  after being notified in writing to make such payment;
   2. the Teacher commits a material breach of any other term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so. 
3. On termination of the Agreement for any reason:
   1. all licences granted under the agreement shall immediately terminate; 
   2. save unless permitted or mandatory by operation of law or by safeguarding best practice, Practice Pal may destroy or otherwise dispose of any of the Teacher Content in its possession;  
   3. 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 the Agreement which existed at or before the date of termination shall not be affected or prejudiced;
   4. any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement, including clause 1 (Interpretation), clause 5.3 (data protection), clause 10.1 (Confidentiality), clause 11.5 (Indemnity) and clause 14 (Term and termination), shall remain in full force and effect; and
   5. any outstanding balance of Fees becomes immediately due and payable.

Practice Pal shall have no liability to the Teacher under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, epidemics or pandemics, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, provided that the Teacher is notified of such an event and its expected duration.

If there is an inconsistency between any of the provisions in the main body of the Agreement and the Schedules, the provisions in the main body of the Agreement shall prevail.

1. Without prejudice to clause 4, no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

No failure or delay by a party to exercise any right or remedy provided under the 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.

Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

1. If any provision or part-provision of the Agreement 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 the Agreement.
2. If any provision or part-provision of the Agreement is deemed deleted under clause 20.1 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.

1. The Agreement and its Schedules, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
2. Each of the parties acknowledges and agrees that in entering into the Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Agreement or not) relating to the subject matter of the Agreement, other than as expressly set out in the Agreement.

1. The Teacher shall not, without the prior written consent of Practice Pal, assign, transfer, charge, subcontract or deal in any other manner with all or any of his rights or obligations under the Agreement.
2. Practice Pal may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement.

Nothing in the Agreement 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 the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

Any notice required to be given under the Agreement shall be in writing and shall be given by email or, at the relevant party’s option by pre-paid first-class post or recorded delivery post to the other party at its email (or postal  address set out in the Agreement), or such other address as may have been notified by that party for such purposes.

The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).