Terms and Conditions

1. WHO ARE WE

1.1 Who we are. We are Chameleon PDE (the "Company" or "we" or "us") and we own, operate and maintain the Chameleon PDE website that enables subscribers to download teaching resources and complete training modules. Our training modules are hosted via Trainingtoolz.com. We operate as a Partnership. Our address is Small Cottage, Scalebyhill, Carlisle, CA6 4NB. Our registered VAT number is 345507305.

2. THESE TERMS

2.1 What these terms and conditions cover. These are the terms and conditions on which we provide you (as a “User”) with access to the websites at www.chameleonpde.com to download teaching resources and access training modules.

2.2 Why you should read them. We strongly recommend you read these terms and conditions carefully before you sign up to create a user account (an “Account”) with Chameleon PDE. These terms and conditions, together with the documents referred to in them, (the “Terms”) govern the contract between you and us. They tell you who we are, how we provide teaching resources and training, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these Terms, then please contact us.

3. GETTING IN TOUCH

3.1 How to contact us. You can contact us by emailing us at info@chameleonpde.com or if you wish to speak to someone you can phone 07508 662284 / 07772 191210

3.2 How we may contact you. If we have to contact you we will do so by telephone, by email address or by post, using the contact details you provide when you register an Account with us. You will also have notifications on your Account Dashboard which you should check regularly. Please also read our Privacy Policy which includes specific details about when we will contact you and in what ways.

4. OUR CONTRACT WITH YOU

4.1 The Terms These terms and conditions and the documents referred to in them (together the “Terms”) shall govern the contract between us and you in relation to your use of Chameleon PDE teaching and training resources. You should print a copy of the Terms for future reference.

4.2 Your agreement to the Terms By using the Sites, you agree to be bound these Terms. When registering to use Chameleon PDE you will need to click on the button marked "Tick this box if you have read and agreed to our terms and conditions". By clicking this button and completing the registration process, you confirm that you have read, accept and agree to be bound by the Terms. If you do not agree with any of the Terms, you should not continue to use the Sites or proceed with your registration for an Account.

4.3 If you are a business user then our contract is with your Organisation. By registering to use Chameleon PDE, you confirm that you have authority to bind your Organisation and that your Organisation accepts and agrees to be bound by the Terms. Your Organisation is then

5. OUR RIGHT TO MAKE CHANGES

5.1 Changes to the Terms We may amend or change the Terms at any time. If we do, we will notify you and you may either accept the changes and continue to use Chameleon PDE or contact us to end the contract before the changes take effect and receive a refund for any Subscription paid for but not used.

5.2 Minor changes to Chameleon PDE. We may change Chameleon PDE from time to time, to reflect changes in relevant laws and regulatory requirements, and to implement minor technical adjustments and improvements.

5.3 More significant changes to Chameleon PDE. If we plan any major changes to our resources or training modules we will notify you and you may then contact us to end the contract before the changes take effect or contact us to end the contract before the changes take effect and receive a refund for any Subscription paid for but not used.

6. YOUR Chameleon PDE ACCOUNT

6.1 Registering an Account. In order to use Chameleon PDE, you need to register an account with us (an “Account”) and provide certain details about you and, if you are a school or business user, your Organisation (“Account Details”).

6.2 If you are a school or business user and you are registering an Account on behalf of your Organisation you must do so as an authorised person at your Organisation. It is your responsibility to ensure that your Organisation’s policies and procedures are adhered to when you register an Account or purchase a Subscription.

6.3 Activation of your Account. Your Account will only be activated once we have approved your registration. We are not obliged to accept any registration, and may refuse to register any Account at our sole discretion.

6.4 You are responsible for your Account. You must keep your Account Details up to date and accurate at all times. You are responsible for ensuring your passwords and login details are kept securely and therefore you will be responsible for all activity on your Account, including any charges that are incurred. You must notify us immediately if you become aware of any unauthorised use of your password or Account.

7. ACCESS TO CHAMELEON PDE RESOURCES AND TRAINING

7.1 Basic access. Once your Account has been activated, you will be granted limited access to Chamelon PDE (“Basic Access”). With this Basic Access you will be able to use all of the functionality of the free training modules and be able to download any free material available.

7.2 Full Access. In order to fully access resources, receive updates and/or complete additional training modules, you will need to pay for a Subscription (see below). While you have a valid Subscription, you will have full access to the resources and/or training you have subscribed to.

7.3 Suspension of access. Your access to Chameleon PDE resources and/or training may be suspended temporarily and without notice in the case of system failure, unscheduled maintenance or repair, or for reasons beyond our control. While we work to ensure that Chameleon PDE is available 24 hours a day, we cannot be held responsible if, for any reason, the site is unavailable at any time or for any period. We may also suspend access if you are in breach of our Acceptable Use Policy (see section 10 below).

8. SUBSCRPTIONS

8.1 Subscriptions. Buying a Subscription gives you Full Access to the resources and/or training packages you have subscribed to for the duration of your Subscription. Details of the types of Subscription available and the associated fees (“Subscription Fees”) are on our website at www.chameleonpde.com

8.2 Subscription Period. Each Subscription runs on an annual basis, from the date on which you purchase the Subscription, and is renewed automatically at the start of each subsequent Subscription Period unless you cancel the Subscription before it renews. Your renewal date is available to view by logging into your account, and can be found on your 'Account Settings/ Dashboard' page.

8.3 Subscription Fees. Your Subscription Fees will be payable on the date you purchase the Subscription and on the same date (or the closest date to it) each Subscription Period until the Subscription is cancelled. You will have 30 days to pay as detailed on the invoice. If you fail to pay your Subscription Fees, we reserve the right to limit your Account to Basic Access unless and until any outstanding Subscription Fees have been paid in full.

8.4 Cancelling your Subscription. If you do not wish for your Subscription to renew at the end of the current Subscription Period, log into your online account and select the 'Cancel Renewal' option from your Account Settings page. You can do this at any time before the end of the Subscription Period. If you do not cancel your Subscription before this date your Subscription will automatically renew for a further subscription period and we will automatically issue an invoice for the Subscription Fee for the renewal subscription period. Late cancellations cannot be accepted. Once your active Subscriptions are cancelled, your access to Chameleon PDE will revert to Basic Access until you buy another Subscription.

8.5 If you are a consumer and you change your mind, you may cancel your Subscription within 14 days of purchasing your Subscription and receive a refund, provided that you have not downloaded any resources/ training (apart from that provided in the Basic Subscription).

8.6 How we will refund you. If you are entitled to a refund under these terms we will refund you the price you paid for the products including delivery costs, by the method you used for payment. We will make any refunds due to you as soon as possible.

8.7 Correspondence. Any correspondence relating to your Subscription will be sent to the email address associated with your Account. If your contact details change, it is your responsibility to inform us to enable us to keep our records up-to-date.

9. PRICE AND PAYMENT

9.1 Subscription Fees. The Subscription Fees payable will be as quoted on our website at the date you buy your Subscription.

9.2 Changes to Subscription Fees. Subscription Fees are subject to change at any time (at the Company's sole discretion) and we will post the updated Subscription Fees on the website. If you already have a Subscription when we change the Subscription Fees, we will notify you of the change and give you the option either to cancel your Subscription at the end of the Subscription Period or renew your subscription at the updated Subscription Fee.

9.3 What happens if the prices on our website are wrong? We will endeavour to make sure that all prices advertised on the website are correct. However, from time to time errors may occur. If we discover that the Subscription Fees were listed at an incorrect price, we will inform you of the correct price as soon as possible. We will give you the option to cancel your Subscription or to proceed with your Subscription at the correct prices. If you choose to cancel your Subscription, we will refund any payments you have made for that order if you have not downloaded any resources /training apart from that available in a Basic Subscription.

9.4 VAT Subscription Fees are advertised inclusive of VAT and other applicable taxes.

9.5 Payment Methods. We are unable to take credit card payments at the current time. You will be invoiced and need to make electronic payments/ BACS/ Bank transfer to Chameleon PDE’s account as detailed on the invoice.

9.6 If you are a school or business user, Subscription Fees are payable by the Organisation on whose behalf the Account has been registered. For the avoidance of doubt, should the named individual who registered for the Subscription leave the Organisation, responsibility for the Subscription and liability to pay Subscription Fees remains with the Organisation.

10. YOUR USE OF CHAMELEON PDE

10.1 Acceptable Use. Chameleon PDE Chameleon PDE is an online service which enables you to download teaching resources to support delivery of lessons and complete online training to support delivery. The materials are designed for use in school by teachers apart from any resources that are specifically designated for Home Educators.

10.2 Unacceptable Use. You may not use Chameleon PDE: (i) to send any unsolicited marketing or other unsolicited correspondence; (ii) to spam, phish, pharm, pretext, spider, crawl, or scrape; (iii) for any unlawful purpose; (iv) to solicit others to perform or participate in any unlawful acts; (v) to violate any national, international, federal, provincial or state regulations, rules, laws, or local ordinances; (vi) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (vii) to threaten, harass, abuse, insult, harm, defame, slander, disparage, intimidate, invade another’s privacy or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (viii) to submit false or misleading information; (ix) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of Chameleon PDE, any related website, other websites, or the Internet; (x) to collect or track the personal information of others; (xi) for any obscene, vulgar or immoral purpose; (xii) to interfere with or circumvent the security features of the Chameleon PDE, any related website, other websites, or the Internet; or (xiii) in any way which (a) is fraudulent, inaccurate, incomplete or misleading; (b) interferes with or disrupts Chameleon PDE or any servers or networks connected to Chameleon PDE or other users of Chameleon PDE; (c) causes Chameleon PDE, any related website, other websites, or the Internet to be affected by any viruses or trojan horses or in any other way that may damage, surreptitiously intercept or expropriate any information from them or their operation (d) results in any liability to the us or any other user of Chameleon PDE; or (e) causes us to lose the services of our internet service providers or other suppliers.

10.3 Your responsibility for other users of your Account. It is your responsibility to ensure anyone who has access to Chameleon PDE through your Account uses it only as permitted by these Terms.

10.4 Consequences of Unacceptable Use. If you fail or anyone using your Account fails to comply with these Terms, we reserve the right to terminate your Account and any Subscriptions without notice and without any liability to you.

11. OUR INTELLECTUAL PROPERTY RIGHTS

11.1 We and our third party providers and licensors retain all rights, title and interest in and to the software, code, proprietary methods and systems used to provide Chameleon PDE (our “Technology”) and the content of our websites (the “Content”). All copyright and other intellectual property rights in the Technology and the Content will remain our property (and/or that of our licensors) and will remain vested with us (and/or our licensors). Except to the extent expressly provided in the Terms, nothing in the Terms or on the Sites grants you any licence or right to or authorisation to use such intellectual property rights.

11.2 You are only permitted to reproduce and distribute Chameleon PDE resources and training within your organisation. Otherwise you shall not copy, reproduce, sell, offer for sale, reproduce, republish, post, transmit, redistribute, modify, reverse engineer, decompile, disassemble or attempt to derive the source code of our Technology or the Content without our prior written consent.

11.3 By registering your Account, we grant you a non-exclusive, non-transferable licence to use OnlineTrainerPro (the third party platform which hosts Chameleon PDE training) in accordance with these Terms.

11.4 The rights granted in these Terms only apply for so long as you have an active Account. On suspension or termination of your Account, you will no longer have access to OnlineTrainerPro or any content that has been uploaded.

12. TERMINATION AND SUSPENSION OF ACCOUNTS

12.1 Our Rights We reserve the right to suspend or terminate your Account and deny you access to Chameleon PDE resources and training at any time at our sole discretion and for any reason including, but not exclusively, if you are in breach of the Terms. If your Account is suspended or terminated by us for any reason, you may not open another account.

12.2 Your Rights. You may terminate your Account at any time [by contacting us using the details in paragraph 2.3] and we will process that termination request and close your Account as soon as possible, usually within seven days of receipt of your termination request. Once we have processed your termination request, you will no longer have access to Chameleon PDE.

12.3 Terminating your Account ends the contract between you and us. If you or we terminate your Account, this ends the contract between us immediately.

12.4 Continuing obligations and liabilities. Any obligations or liabilities that have arisen or been incurred before the suspension or termination of your Account (including, but not exclusively, your obligation to pay any Charges incurred) shall survive and remain enforceable despite such suspension or termination.

12.5 Record keeping. After termination of your Account, we reserve the right (without obligation) to keep a record of the information provided in relation to your Account, in accordance with the terms of our Privacy Policy.

13. DISCLAIMERS

13.1 Chameleon PDE is not designed to meet any person’s individual requirements and you are fully responsible for determining whether Chameleon PDE is: (a) sufficient and appropriate for your specific purposes; and (b) compatible with your computer hardware and devices.

14. OUR RESPONSIBILITY FOR THE LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A CONSUMER

14.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

15. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A BUSINESS USER

15.1 All terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.

15.2 We are not liable for any defect or failure arising from your use of Chameleon PDE, incompatibility of your equipment, your failure to follow instructions to access materials, or any misuse or alteration of Chameleon PDE whatsoever.

15.3 We do not warrant that the Sites or your access to Chameleon PDE will be uninterrupted, secure or error free or that the Sites will be free of viruses or other harmful components.

15.4 Other than as expressly set out in these Terms we give no representations or warranties, either expressly or by implication. This includes (without limit) any warranties in respect of accuracy, completeness, currentness, timeliness, merchantability or fitness for a particular purpose. No warranty is given that your use of the Sites will not infringe the rights of a third party.

15.5 We do not accept any liability for any loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of materials or data, waste of management or office time or for any indirect or consequential loss or damage of any kind, however such losses arise and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

15.6 Subject to section 14:

15.6.1 we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and

15.6.2 our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total Subscription Fees paid by you in the six months before the cause of action arose.

16. EXCLUSIONS ON THE LIMIT OF OUR LIABILITY

16.1 Notwithstanding any other provision these Terms, we do not exclude or limit our liability for:

16.1.1 death or personal injury caused by our negligence;

16.1.2 fraud or fraudulent misrepresentation;

16.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; or

16.1.4 any matter for which it would be illegal to exclude, or attempt to exclude, liability.

17. YOUR LIABILITY TO US

17.1 In the event that your use of Chameleon PDE is in breach of these Terms and results in us facing any claim, dispute, complaint or other action from any third party resulting from our relating to your use of Chameleon PDE, you agree to assume any legal or financial costs and agree to indemnify us for any costs, damages, losses and expenses that we might incur as a result.

18. PERSONAL INFORMATION

18.1 We will use your personal information and any personal information that you upload through your Account in accordance with our Privacy Policy. Please take time to read our privacy policy as it forms a part of our contract with you.

18.2 By uploading any third party personal information (including email addresses of Candidates you want to invite to participate in any training you represent and warrant that you have appropriate authority to use that information for the purposes for which it has been uploaded, and that the information that you have uploaded is complete and accurate to the best of your knowledge. You agree that you will use reasonable endeavours to ensure that any personal information you upload is maintained, kept up to date at all times, and deleted if it is no longer required.

18.3 In relation to all personal information that you upload, you acknowledge and accept that you are the data controller and we are the data processor.

18.3.1 you are the data controller and we are the data processor;

18.3.2 that we shall process the information for the purposes of performing our obligations under and for the term of our contract to you; and

18.3.3 and that the processing concerns the storage and use of personal information relating to Candidates to enable those to be invited to participate in any training module.

18.4 In relation to the personal information that you upload, we shall:

18.4.1 process the personal information only to the extent necessary for the purposes of performing our obligations under these Terms and otherwise in accordance with your documented instructions and applicable laws;

18.4.2 not process the personal information in any country outside the European Economic Area without your prior written consent;

18.4.3 ensure that all persons authorised by us to process the personal information are committed to confidentiality or are under a statutory obligation of confidentiality under applicable law;

18.4.4 have at all times during the term of our contract with you appropriate technical and organisational measures to ensure a level of security appropriate to the risk to protect any personal information, with particular regard to its accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access;

18.4.5 subject to clause 18.5, not to engage any other processor of the personal information without your prior written authorisation, and where we do engage another processor, the same information and obligations are as set out in clause 18.3 and 18.4 shall be imposed by us on the processor in a written contract, and we shall remain fully liable to you for the performance of the other processor’s data protection obligations. Any sub-processor or categories of sub-processor listed in clause 18.5 shall be deemed to have been approved as processors for the purposes of this clause.

18.4.6 at your election, delete or return all personal information to you, and delete all existing copies unless applicable law requires their retention;

18.4.7 make available to you all information reasonably necessary to demonstrate compliance with the obligations set out in this clause, and allow for and contribute to audits, including inspections, conducted by your or your representative; and

18.4.8 notify you without undue delay after becoming aware of any security breach relating to the personal information.

18.5 Where we add or replace any other processors, we shall first inform you of the intended change, thereby giving you the opportunity to object to such changes. The following categories of other processors are deemed approved by you:

18.5.1 Mail servers for sending system and Candidate invitations.

18.5.2 Accounting services for processing of invoices

18.5.3 Web servers for Web application delivery

18.5.4 Database services for storage of system data

18.5.5 Help and customer support systems with email and instant messenger communication.

18.6 We acknowledge that you are under certain record keeping obligations under the Data Protection Legislation, and agree to provide you with all reasonable assistance and information required by you to satisfy those obligations.

18.7 You Shall:

18.7.1 have at all times during the term of our contract with you appropriate technical and organisational measure to ensure a level of security appropriate to the risk to protect any personal information;

18.7.2 provide clear and comprehensive written instructions to us for the processing of personal data to be carried out under our contract with you (to the extent that those instructions are not already set out in these Terms);

18.7.3 ensure that you have all the necessary licences, permissions and consents from the individuals to whom the personal information relates;

18.7.4 ensure that you have an applicable legal basis for the transfer of the personal information to us and to the processing of that personal information my us in accordance with these Terms and any written instructions from you;

18.7.5 indemify us against all loss, liability, damages, costs, fees, claims, fines and expenses which we may incur or suffer by reason of any breach by you of this clause 18 or the Data Protection Legislation.

18.8 For the purposes of this clause 18, Data Protection Legislation means the European Union’s General Data Protection Regulation (2016/679), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) and all applicable laws and regulations relating to the processing of personal data and privacy as amended, re-enacted, replaced or superseded from time to time, including where applicable the mandatory guidance and codes of practice issued by the United Kingdom's Information Commissioner.

19. OTHER IMPORTANT TERMS

19.1 Written Communication. Applicable laws require that some of the information or communications we send to you should be in writing. When using Chameleon PDE, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect any statutory rights.

19.2 Notices All notices given by you to us must be sent to Chameleon PDE at Small Cottage, Scalebyhill, Carlisle , CA6 4NB. We may give notice to you at either the email or postal address you provide to us when placing an order, or in any of the ways specified in paragraph 10. Notice will be deemed to have been received and properly served immediately when posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter. To prove service of any notice, it will be sufficient to show, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent from our server to the specified, supplied email address of the addressee.

19.3 Transferring our rights and obligations. We may transfer our rights and obligations under these Terms to another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer you may contact us to end the contract before the changes take effect and receive a refund for any Subscription paid for but not used.

19.4 Transferring your rights and obligations. You may not transfer, assign, charge or otherwise dispose of any rights or obligations which arise under these Terms unless we agree to this in writing.

19.5 Nobody else has any rights under this contract (except someone you pass your guarantee on to). This contract is between you and us. No other person shall have any rights to enforce any of its terms.

19.6 Events outside our control. We shall have no liability to you if we cannot provide you with access to the Sites, or any aspect of the services, for any delay in doing so, or for any defect that is caused by any event or circumstance which is beyond our reasonable control such as, without limit, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion, acts of terrorism or accident.

19.7 Even if we delay in enforcing this contract, we can still enforce it later. If we fail, at any time to insist that you perform any of your obligations under these Terms, or if we do not enforce any of the our rights against you, or we delay in doing so that will not mean we have waived our rights against you and will not mean you do not have to comply with those obligations.

19.8 If a court finds part of this contract illegal, the rest will continue in force. Each paragraph of the Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs remain in full force and effect.

19.9 If you are a business or school user, these Terms set out the whole of our contract with you relating to your access to and use of Chameleon PDE. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in the Terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.

19.10 Which laws apply to this contract. These terms and any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed and construed in accordance with English law.

19.11 Alternative dispute resolution if you are a consumer. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are a consumer and are not happy with how we have handled any complaint, we agree to undergo a process of dispute resolution using the European Commission’s online dispute resolution (“ODR”) platform at https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.show&lng=EN. You and we will have to agree to a dispute resolution body based in the United Kingdom to handle your complaint.

19.12 Where you may bring legal proceedings if you are a consumer. If we are unable to resolve any dispute with you through the ODR process, the courts in the United Kingdom shall have jurisdiction to settle any dispute or claim arising out of or in connection with the contract between us.

19.13 Where you may bring legal proceedings if you are a business user. The courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the contract between us.