Terms and conditions

WANDLE LEARNING TRUST: TERMS AND CONDITIONS OF MEMBERSHIP AND PURCHASE OF PRODUCTS (updated October 2023)

Our terms

1. Summary of these terms

- What these terms cover. These are the terms and conditions on which we supply products to you, whether these are goods, services or digital content (including our membership services (“membership“)). Where we refer to our “products” in these terms we mean the provision of our goods, services, digital content and membership.
- Basis of contract. These terms, together with the supplementary membership registration form or online order (as applicable), (together being the “terms”) form the basis of our contract with you to supply our products.
- Why you should read them. Please read these terms carefully before you submit your order or membership registration form to us. These terms tell you who we are, how we will provide products to you, 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 or require any changes, please contact us to discuss.
- This is our entire agreement with you. These terms constitute the entire agreement between us in relation to your purchase. 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 these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

2. Information about us and how to contact us

- Who we are. We are Wandle Learning Trust, a company limited by guarantee, registered in England and Wales. Our company registration number is 07655651 and our registered office is at Chesterton Primary School, Dagnall Street, London SW11 5DT.
- How to contact us. You can contact us at 020 4568 6718 or by writing to us at Wandle Learning Trust, c/o Chesterton Primary School, Dagnall Street, London SW11 5DT or [email protected].
- How we may contact you. If we need to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order or membership registration form.
- “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.

3. Our contract with you

- Your offer to purchase products.
  - For goods, services and digital content other than memberships: Your order constitutes an offer by you to purchase the products in accordance with these terms. You are responsible for ensuring that the terms of the order are complete and accurate.
  - For memberships: When you click to submit your membership registration form online, or you post, telephone or email us with details of your registration, you are making an offer to subscribe to our membership services in accordance with these terms.
- How we will accept your order or membership registration form. Our acceptance of your order or membership registration form (as applicable) will take place when we email you to accept it, at which point a contract will come into existence between you and us (the “Commencement Date”).
- Access to resources where you purchase membership. A contract will come into existence between you and us in respect of your membership on the Commencement Date, however you will not be able to access our online resources until you (or a designated member of your organisation) have attended a Welcome meeting with us via Zoom. When we email you to accept your membership request, we will send you details of how you can book your Welcome meeting.
- If we cannot accept your order or membership registration form. If we are unable to accept your order, we will inform you of this and will not charge you for the product. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified. We reserve the right to refuse any membership registration form at our complete discretion. If we refuse your membership registration form, we will inform you of this as soon as reasonably practicable
- Your order or membership number. We will assign an order number to your order or, where applicable, a membership number in respect of your membership (which will be your school’s Department for Education number, where applicable), and tell you what it is when we accept your order or membership registration form, as applicable. It will help us if you can tell us the order number or membership number whenever you contact us about your order or membership.
- Membership term (where products are memberships). Subject to any early cancellation or termination rights in accordance with these terms, your membership will start on the Commencement Date (which is the date on which we email you to accept your order) and will last for a period of 12 months, unless otherwise stated in writing by us (“membership term”).

4. Our products and licensed use

- Products may vary slightly from their pictures. The images of the products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the products. Your product may vary slightly from those images.
- Product packaging may vary. The packaging of the product may vary from that shown in images on our website.
- Terms specific to digital content (including digital content provided as part of a membership).
  - Supported browsers. Our digital content can be accessed using any of the following web browsers: Google Chrome, Safari, Firefox and Microsoft Edge. Please ensure that you are able to support and access at least one of these browsers before purchasing any digital content.
  - Licensed use. We grant you a non-exclusive, non-transferable licence (without rights to sub-licence to any third party other than user licences as outlined in the paragraph headed “Authorised users” (below) to access and use the digital content in electronic format for your internal business use and teaching purposes:
    - in respect of one-off purchases of digital content: in perpetuity; or
    - in respect of digital content provided as part of a membership: for the membership term, but in each case without any right to copy, modify, extract or re-utilise any information or data within such digital content other than as expressly set out in this clause 4.
Printed copies. You may print, download, extract or store copies of digital content for your internal business use and teaching purposes only.
Intellectual property notices. You may not delete any of our intellectual property protection notices from digital content.
No right to modify. You shall not reverse engineer, separate or otherwise tamper with digital content so that it can be extracted and used for any purpose outside the scope of these terms.
Restricted uses. All other uses of digital content other than permitted by these terms are prohibited. If you wish to use digital content in a manner which is not authorised by these terms, please contact us.
Authorised users (where digital content is provided as part of a membership).
- For the purpose of this section dealing with authorised users, “users” means the individuals who are authorised by you from time to time to access and use membership services (including digital content made available as part of those membership services) and who have been supplied user identifications and passwords by you (or by us at your request). Users may include your employees, consultants, contractors and agents, or such other third parties as we may agree from time to time in writing. In respect of memberships, the licence granted under these terms is purchased with a limited number of authorised concurrent user licences. The number of authorised concurrent user licences granted as part of your membership is detailed in the description of the relevant membership package (as outlined on our website).
- You may freely reassign each user licence to a new user when a former user no longer requires access or use of membership services (at no additional charge). You shall not permit any one user licence to be used by more than one individual user unless it has been reassigned entirely to another individual user in which case the prior user shall no longer have any right to access or use membership services. Each user shall keep a secure password for their use of the membership services and each user shall keep their password confidential.
- You shall ensure each user complies with these terms in their use of the membership services and you acknowledge and agree that you shall be responsible for the acts and omissions of each user in respect of the membership services.
Membership benefits (where products are memberships). Our membership packages (including applicable benefits) vary according to the category of membership held. Subject always to these terms, the details of our current membership packages applicable from time to time are available on our website.

5. Your rights to make changes

If you wish to make a change to the product you have ordered, for example, because you wish to change the type of membership package ordered or to make a change to the quantity of products ordered, please contact us. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the product (including any change to the membership fee), the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

6. Our rights to make changes

Minor changes to products. We may change the product:

- - to reflect changes in relevant laws and regulatory requirements; and
  - to implement minor technical adjustments and improvements.

These changes will not affect your use of the product.

Updates to digital content. We may update digital content from time to time, provided that the digital content shall always match the description of it, that we provided to you, before you bought it.
More significant changes to the products and these terms. In addition, we may make more significant changes to the product, but if we do so we will notify you and you may then contact us to end the contract before the changes take effect and receive a refund for any products paid for but not received.

7. Providing the products

Delivery costs. The costs of any goods to be physically delivered to you will be as displayed to you on our website.
Delivery location. We will deliver goods to the delivery address specified by you when you submit your order, or such other address as we may agree in writing with you.
If you are not at the delivery address when goods are delivered. If no one is available at your address to take delivery and goods cannot be posted through your letterbox, we will leave you a note informing you of how to rearrange delivery or collect the goods from a local depot.
If you do not re-arrange delivery. If you do not collect goods as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and/or any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract.
When you become responsible for goods. Goods will be your responsibility from the time we deliver them to the address you gave us.
When you own goods. You own goods once we have received payment in full in respect of those goods.
When we will provide the products. During the order process we will let you know when we will provide the products to you.

- If the products are goods. If the products are goods, we will deliver them to you as soon as reasonably possible and in any event within 30 days after the day on which we accept your order. Any dates quoted for delivery during the order process are approximate only.
- If the products are one-off services. We will begin the services on the date agreed with you during the order process. The estimated completion date for the services is as told to you during the order process.
- If the product is a one-off purchase of digital content. We will make the digital content available as soon as practicable after we accept your order.
- If the products are memberships. We will supply membership services to you from the Commencement Date for the duration of the membership term unless you end the contract as described in clause 9 or we end the contract by written notice to you as described in clause 10.
We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.
If you do not allow us access to provide services. If the services are face to face services which we have agreed will take place in a specified location (for example, your school) and you do not allow us access to the property to perform the services as arranged we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to your property we may end the contract under the provisions of clause 10.
What will happen if you do not give required information to us. We may need certain information from you so that we can supply the products to you, for example, the address of the location if face to face services are to be performed. Where certain information is required, this will have been stated in the description of the products on our website or we will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information, we need within a reasonable time of us asking for it.
Reasons we may suspend the supply of membership services to you. We may have to suspend the supply of membership services to:
- deal with technical problems or make minor technical changes;
- update the product to reflect changes in relevant laws and regulatory requirements; or
- make changes to the product as requested by you or notified by us to you (see clause 6).
Your rights if we suspend the supply of products. We will contact you in advance to tell you we will be suspending supply of the product pursuant to clause 6, unless the problem is urgent or an emergency. If we have to suspend the product for longer than 7 days within any one month period, we will adjust the price so that you do not pay for products while they are suspended. You may contact us to end the contract for a product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 14 days and we will refund any sums you have paid in advance for the product in respect of the period after you end the contract.
We may also suspend supply of membership services if you do not pay or if you are in breach of these terms. If you do not pay us for the products when you are supposed to (see clause 8) and you still do not make payment within 14 days of us reminding you that payment is due, or, if you are materially in breach of these terms (including for reason of non-compliant users or non-compliant uses of membership services), we may suspend supply of the products until you have paid us the outstanding amounts or you have rectified any such breach (to the extent capable of rectification). We will contact you to tell you we are suspending supply of the products. We will not suspend the products where you dispute the outstanding sum. We will not charge you for the products during the period for which they are suspended. As well as suspending the products we can also charge you interest on your overdue payments (see clause 12).

8. Membership renewal

- Your membership will automatically renew every year (on the anniversary of the Commencement Date). Prior to the end of your annual membership term, we will send you a reminder that your membership will renew; the reminder will specify the amount of the membership fee due on renewal and how to cancel your membership if you do not wish to renew it. Unless you tell us before the renewal date that you would like your membership to cease at the end of your membership term, membership will automatically renew for a further 12-month period at the end of your membership term.
- Unless you tell us that you do not wish to renew your membership, we will issue an invoice for the new membership fee within a week of the renewal date. If you do not pay the invoice within 30 days, we will pursue payment from you in line with clause 12 of these terms. If you do not pay the new membership fee within 30 days, we will restrict your access to the membership services (including all digital content provided as part of the membership services) until you have settled the invoice in full.
- Your entitlement to renew your membership is subject always to payment of the applicable fees and your continued compliance with these terms.

9. Your rights to end the contract

- You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:
  - If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced, a service re-performed or to get some or all of your money back), see clause 11;
  - If you want to end the contract because of something we have done or have told you we are going to do, see below;
  - In all other cases (if we are not at fault), see below.
- Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at in the list below the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
  - we have told you about an upcoming change to the product or these terms which you do not agree to;
  - we have told you about an error in the price or description of the product you have ordered, and you do not wish to proceed;
  - there is a risk that supply of the products may be significantly delayed because of events outside our control;
  - we have suspended supply of or have told you we are going to suspend the supply of membership services for more than 14 days under clause 7; or
  - you have a legal right to end the contract because of something we have done wrong.
- Ending the contract where we are not at fault and there is no right to change your mind. Subject to clause 7, even if we are not at fault, you can still end the contract before it is completed, but you may have to pay us compensation. A contract for goods or digital content is completed when the product is delivered, downloaded or streamed and paid for. A contract for services is completed when we have finished providing the services and you have paid for them. If you want to end a contract before it is completed, where we are not at fault, just contact us to let us know. The contract will end immediately, and we will refund any sums paid by you for products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the contract.
- Ending the contract for membership services where we are not at fault. You may cancel your membership at any time. However, you agree that you are liable to pay us for the membership fee for the entire membership term and there will be no refund due to you of your membership fee or any other costs if you cancel your membership prior to the end of the membership term. You agree that any element of payment for the membership term which is outstanding when you cancel your membership shall be immediately recoverable by us from you as a debt.
- How to end the contract with us
  - Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
    - Phone or email. Call us on 020 4568 6718.option 2 or email us at [email protected]
    - Please provide your (or your school’s) name, address, details of the order and a contact phone number and email address.
    - By post. Write to us at Wandle Learning Trust, c/o Chesterton Primary School, Dagnall Street, London SW11 5DT.
  - Returning products after ending the contract. If you end the contract for any reason after products (which are goods) have been dispatched to you or you have received them, you must return them to us. You must either return the goods in person to where you bought them or post them back to us at Wandle Learning Trust, Chesterton Primary School, Dagnall Street, London, SW11 5DT.
  - When we will pay the costs of return. We will pay the costs of return:
    - if the products are faulty or misdescribed; or
    - if you are ending the contract because we have told you of an upcoming change to the product or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong.
    - In all other circumstances you must pay the costs of return.

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 bank transfer. However, we may make deductions from the price, as described below.
When your refund will be made. We will make any refunds due to you as soon as possible.

10. Our rights to end the contract

- We may end the contract if you break it. Without affecting any other rights and remedies which we may have and without liability to you for any losses which may result, we may end the contract for a product (including your membership) at any time by writing to you if:
  - you do not make any payment to us within 30 days of an invoice being issued, and you still do not make payment within 14 days of us reminding you that payment is due;
  - in our sole opinion, you materially or repeatedly breach any of these terms (and in respect of any material breach capable of remedy, you do not remedy the breach within 14 days of us notifying you of such breach);
  - you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products;
  - in respect of face-to-face services, you do not, within a reasonable time, allow us access to your premises to supply the services; or
  - you do not, within a reasonable time, allow us to deliver the products to you.
- Consequences of termination or expiry of membership. Upon termination (including for any of the reasons set out immediately above in this clause 10) or expiry of your membership, unless otherwise authorised by us in writing:
  - your right to use our membership services (including any digital content provided as part of those services) shall cease with immediate effect, and we may take all steps as we consider necessary to implement this (including, without limitation, terminating your access to and use of any membership only areas of our website and membership services and invalidating any relevant access details);
  - you must immediately delete, destroy and make no further use of any hard or electronic copies of digital content provided to you as part of our membership services;
  - you shall immediately pay to us all of the outstanding unpaid fees (including the membership fee) and interest due in accordance with these terms; and
  - you cannot report to follow the Little Wandle Letters and Sounds Programme in your school – you must immediately remove any reference to the programme or programme resources from your school website, from school policy documents and guidance documents to parents.
- You must compensate us if you break the contract. If we end the contract in the situations set out in this clause 10 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
- We may withdraw the product. We may write to you to let you know that we are going to stop providing the product.

11. If there is a problem with the product

How to tell us about problems. If you have any questions or complaints about the product, please contact us. You can telephone us at 020 4568 6718 or write to us at [email protected] or at Wandle Learning Trust, c/o Chesterton Primary School, Dagnall Street, London, SW11 5DT.

Your rights in respect of defective products

- We warrant that on delivery, any products which are goods shall:
  - conform in all material respects with their description; and
  - be free from material defects in design, material and workmanship.
- Subject to the paragraph immediately below, if:
  - you give us notice in writing within a reasonable time of discovery that a product does not comply with the warranty set out above;
  - we are given a reasonable opportunity of examining such product; and
  - you return such product to us at our cost, we shall, at our option, repair or replace the defective product, or refund the price of the defective product in full.
We will not be liable for a product’s failure to comply with the warranty set out above if:
- you make any further use of such product after giving a notice to us;
- you alter or repair the product without our written consent; or
- the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
Except as provided in this clause 13, we shall have no liability to you in respect of a product’s failure to comply with the warranty set out above.
These terms shall apply to any repaired or replacement products supplied by us under this clause.

12. Price and payment

- Where to find the price for the product (save for memberships). The price of the product (which includes VAT) will be the price indicated on the order pages when you placed your order, or as otherwise indicated by us in writing. We use our best efforts to ensure that the price of the product advised to you is correct. However please see below for what happens if we discover an error in the price of the product you order.
- For memberships. The fees for membership services consist of an annual membership fee (“membership fee”). The membership fee must be paid in full before you are able to access the digital content which is part of our membership services. We may update our membership fees from time to time however any uplift of fees will only ever be applied on renewal of memberships.
- We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
- What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order or your membership registration form so that, where the product’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product’s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order.
- When you must pay and how you must pay. We will issue you with an invoice for the products. When you must pay depends on what product you are buying:
  - For goods, you must pay for the products before we dispatch them. We will not charge your credit or debit card until we dispatch the products to you.
  - For digital content, you must pay for the products before you download them.
  - For services, you must make an advance payment for the services, before we start providing them. We will invoice you for the balance of the price of the services when we have completed them.
- Our right of set-off. You must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
- We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of The Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
- What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.

13. Our responsibility for loss or damage suffered by you

- Nothing in these terms shall limit or exclude our liability for:
  - death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
  - fraud or fraudulent misrepresentation;
  - breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
  - any matter in respect of which it would be unlawful for us to exclude or restrict liability.
- Except to the extent expressly stated above all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
- Subject to those liabilities which it would be unlawful for us to exclude or limit (as set out above):
  - 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
  - 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 greater of: (1) £1,000; or (2) one hundred and fifty per cent (150%) of the total sums paid by you for products in the 12 months preceding the event giving rise to the claim under these terms.

14. Intellectual property

- You acknowledge and agree that all intellectual property rights in the products are and shall continue to be owed by us or our licensees and nothing in these terms shall transfer, assign or grant any rights to you (save for the licence set out at clause 4 above).
- The names, images and logos identifying us, our partners or third parties and our/their products and/or services contained in products are proprietary marks and may not be reproduced or otherwise used without our express permission.

15. How we may use your personal information

We will only use your personal information as set out in our Privacy Policy.

16. Other important terms

- We may transfer this agreement to someone else. 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.
- You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
- 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. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.
- If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
- Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
- Which laws apply to this contract and where you may bring legal proceedings. 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 by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

Contact Us

[email protected]

Terms and conditions

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