Assemble You Limited
Service Agreement

Agreement - this Agreement and any other documents referred to within it are the whole Agreement.
Effective Date - the Effective Date stated in the License Agreement.
Intellectual Property - all rights, titles, and interests in and to any and all intellectual property rights, including but not limited to patents, trademarks, service marks, copyrights, design rights, trade secrets, and any other rights in relation to inventions, designs, discoveries, and any similar rights, whether registered or unregistered, and all applications for the registration of any of the foregoing, as well as any goodwill associated with them.
License - the License provided by Assemble You to the Customer for the use of the Products.
License Fee - the fees payable by the Customer to Assemble You for the Product(s), as set out in the License Agreement.
License Agreement - The agreement between the parties, ancillary to this Agreement, setting out the details of the Customer, the Products and the associated Fees.
Product(s) - The educational content licenced by Assemble You to the Customer, as set out in the License Agreement.
System - A platform through which the Products may be made available to the Customer. The System, hosted on Kwantic, is licensed to Assemble You by Kwantic Limited, a company registered in England and Wales, registered number 14665130 and address 25 Cranedown, Lewes, BN7 3NS.

1.1 All singular words include plurals and vice versa.
1.2 Any words denoting gender include all genders.
1.3 Any reference to a person shall include reference to an individual, partnership, an unincorporated association and a body corporate.
1.4 Any reference to any Party shall also include their personal representatives, successors in title and permitted assigns.
1.5 The word Term does not exclude anything not listed.
1.6 The words and phrases, such as "other", "in particular", and "including", do not limit the generality of any words preceding them, nor shall they be allowed to be limited or construed and such words of the same class where a wider construction of that word is possible or probable.

2.1 Whilst various browsers may read and display the Product(s) differently, we make it our goal to maintain the Product(s) functionality uniformly across all platforms. Assemble You reserves the right not to provide support to some browsers. (This may occur with older unmaintained browsers or otherwise, our resolve being to keep our software up to date with modern web standards and maintain high speed, responsive, attractive and realistic renders. Customers should check first before completing their order).
2.2 Assemble You reserves the right to modify or adjust the Product(s) at any time.
2.3 Features may be added or removed by Assemble You at any time.
2.4 Customer shall not modify or attempt to modify, reverse engineer, decompile or disassemble the Product(s) in any way.
2.5 Due to the System being hosted by a third-party provider, Assemble You makes no warranty or representation that the System will be available or fully functional at all times nor that it will operate on a defect free basis. In the event of an outage or defects in the System, Assemble You will report this to the third-party licensor as soon as reasonably practicable and will keep the Customer informed of progress in terms of remedying the outage or defects in the System. However, such circumstances shall not give rise to a breach of this Agreement on the part of Assemble You.

3.1 No persons other than those authorised under the License Agreement may use the Product(s), and any circumvention of this Clause will be seen as a violation of acceptable product use and will entitle Assemble You to terminate (subject to Clause 8) this Agreement.

4.1 The License Fee and any other fees stated in the License Agreement are due and payable on the date(s) specified in the License Agreement and or on an annual basis  (where not specified).
4.2 The Agreement, and the Customer’s obligation to pay the License Fee will automatically renew, unless this Agreement is terminated by either Party in accordance with Clause 8. In the event of renewal, Assemble You reserves the right to increase the License Fee each year by no more than ten(10) percent.
4.3 This Agreement (including the License) is not transferable to any other company or person without the prior written consent of Assemble You.

5.1 Assemble You owns all copyright and intellectual property rights to the Product(s) and grants Customer during the term of this Agreement the rights to use such Product(s) within the License and terms outlined herein.
5.2 The Product(s) owned by Assemble You shall remain the intellectual property of Assemble You at all times.
5.3 The grant of the License does not imply any ownership or transfer of any rights in the Product(s) by the Customer, other than as set out in this Agreement.
5.4  Assemble You grants to the Customer, in accordance with the terms of this Agreement, an unlimited, non-exclusive, non-transferable, license to use the Products provided during the term of the Agreement.

6.1 Assemble You will invoice the Customer for the License Fee and any other applicable fees on signing of the License Agreement, unless otherwise agreed by the parties.
6.2 Invoices issued by Assemble You in relation to the Product(s) are to be paid without setoff, counterclaim, or deduction of any kind, by electronic transfer.
6.3 In the event of any late or unpaid invoice, which has not validly been disputed, Assemble You may, at its sole discretion and upon ten (10) days prior written notice to Customer, suspend the provision of access to the Product(s).

7.1 All fees and expenses charged by Assemble You under this Agreement are exclusive of any taxes, VAT, duties, or similar charges imposed by any government, and Customer agrees to pay for and accepts full liability for their payment of any and all taxes, duties or assessments, however designated or levied, relating to this Agreement.

8.1 Should the Customer breach this Agreement, Assemble You reserves the right to terminate this Agreement and withdraw the License.
8.2 Should termination occur due to the Customer’s breach, or where the Customer chooses to no longer use the Product for any reason, Assemble You is not obliged to make a refund of any payments of any unused portion of the License Fee charged.
8.3 Either party may terminate this Agreement or any License Agreement immediately upon provision of written notice if the other party becomes insolvent or files for bankruptcy or any other such similar event involving that Party’s creditors. In the event that this Agreement is terminated, all associated License Agreement will also automatically terminate.
8.4 Termination of this Agreement does not release the Customer of its obligation to pay any outstanding monies owed, the Customer will remain liable for payment, and any terms of this Agreement which are intended to survive termination shall continue.

9.1 The privacy policy of Assemble You can be found [here].
9.2 Assemble You and any third-party suppliers will  collect and use personal data only in accordance with the aforementioned privacy policy and data protection legislation.

10.1 In no event shall Assemble You be liable for any direct, indirect, incidental, special or consequential damages, or damages for loss of profits or revenue incurred by the Customer or any third party, whether in an action or in contract or tort arising from your access to or use of our Product(s) (including the System) or any content provided through our Site.
10.2 Neither Party shall be liable to the other for any special, consequential, incidental, or indirect damages arising out of or in connection with this Agreement (or the termination hereof) or any License Agreement, including, without limitation, loss of profits or anticipated sales to the fullest extent permitted by law.
10.3 The total liability, in the aggregate of Assemble You and its agents and any of them, to the Customer and anyone claiming by or through them, for any and all claims, losses, costs or damages, including without limitation reasonable legal fees and costs, and any associated costs in the claim, expenses resulting from or in any way related to this Agreement or any License Agreement from any cause or causes shall not exceed the total fees received from the Customer under this Agreement for the portion of the services which are the subject of any claim.
10.4 It is intended that this limitation apply to any and all liability or cause of action, however alleged or arising, including without limitation, negligence, professional errors, and omissions or breach of contract, unless such limitation is prohibited by law.

11.1 All notices, requests, demands and other communications here under must be in writing and will be deemed given (a) if delivered personally, on the date given, (b) if sent by facsimile transmission, on the date transmitted if the transmission is confirmed in good order by the transmitting machine, (c) if delivered by a courier express delivery service, on the date of delivery; (d) if by certified or registered mail, postage prepaid, return receipt requested; (e) confirmed email delivery, three (3) days after mailing,(in each case) to the applicable Party at the addresses in the introductory paragraph of this Agreement, or at such other addresses as such Party might designate by written notice in the manner afore said given at least thirty (30)days prior to the effective date of such change.

12.1 ENTIRE AGREEMENT - This entire Agreement and License Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.
‍12.2 ASSIGNMENT - This Agreement shall be binding upon and inure to the benefit of Assemble You and the Customer. The Customer may not assign or transfer, by operation of law or otherwise, any of its rights under this Agreement to any third party or transfer any of the license rights granted hereunder without the prior written consent of Assemble You.
‍12.3 WAIVER - The waiver by either Party of any breach or failure to enforce any of the terms of this Agreement at any time shall not in any way affect, limit or waive such Party's right thereafter to enforce and compel strict compliance with every term of this Agreement.
‍12.4 FORCE MAJEURE - Assemble You shall not bear any liability for any failure or delay in the performance of its obligations under this Agreement if such delay or failure to perform is due to any Force Majeure. For the purpose of this Agreement, Force Majeure shall be defined as: any act, omissions, cause, or circumstance beyond the reasonable control of Assemble You, this to include without any limitations; Acts of God, War, National Emergency, protests or rebellion, civil commotion, riots or strikes, and any form of industrial dispute, (whether or not involving either parties workforce), earthquake, flood, drought, epidemic, pandemic, fire, explosion, an act of terrorism, or any other act ordered by any government, council or constituted body. Force Majeure shall also include the unavailability of the System.
‍12.5 WARRANTY - The Customer acknowledges that the Services and any related materials are provided “as is”. To the extent permitted by law, Assemble You makes no warranties, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, or that the Services will meet the Customer’s specific needs or expectations.

13.1 This Agreement shall be governed and construed in accordance with the laws of England and Wales.
13.2 This Agreement shall be subject to and construed in accordance with the Laws of England and Wales and the parties shall submit to the exclusive jurisdiction of the Courts of England and Wales.