This Agreement is between Lesson Diary, a digital service provider, and You (Subscriber/you, your), collectively referred to hereinafter as the parties (each as a “party”). The Supplier will provide its Software Services to Subscribers through the User App, which comprises its website and web portal at www.lessondiary.co.uk and its mobile and tablet applications for iOS and Android. This Agreement was last updated on 24 February 2024.

Lesson Diary is a trading name of CROWN STUDENT CONSULTANCY (CSC) UK LTD, a company registered in England and Wales (company number 14324057), whose registered office is 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ. Contact: support@lessondiary.co.uk.

By accessing, viewing or using all or any part of the Lesson Diary Services or Site, or downloading any materials or by completing any registration process via the User App, you are accepting the terms of the Lesson Diary Software as a Service Agreement (“Agreement”).If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this Agreement, in which case “you” or “your” shall refer to such entity and its affiliates.

If you do not have such authority, or if you do not agree with this Agreement then you may not use the services or content.

Agreed terms

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Applicable Data Protection Laws: means:

a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.

References in this agreement to "Applicable Data Protection Legislation" mean Applicable Data Protection Laws.

Authorised Users: those employees, agents, independent contractors of the Subscriber and Pupils thereof who are authorised by the Subscriber to use the Services

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 13.

Customer: the Subscriber, in its capacity as controller of the Customer Personal Data for the purposes of clause 6.

Customer Personal Data: any personal data which the Supplier processes in connection with this agreement, in the capacity of a processor on behalf of the Customer.

EU GDPR: the General Data Protection Regulation ((EU) 2016/679).

Supplier Personal Data: any personal data which the Supplier processes in connection with this agreement, in the capacity of a controller.

UK GDPR: has the meaning given to it in the Data Protection Act 2018.

Effective Date: the earlier of (a) the date you accept this Agreement by clicking an “I Agree” button on the registration page or otherwise indicate that you accept this Agreement or

(b) the date you first access or use the Services.

Initial Subscription Term: the first subscription term that you choose on the Effective Date which is monthly.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (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.

Lesson Diary Payment Fee: the platform fee, application fee, commission or other transaction-based fee charged by the Supplier for the Subscriber's use of the payment functionality, as notified under clause 11.

Lesson Payments: payments made by Pupils, Learners or the Subscriber's Customers to the Subscriber for driving lessons or related goods or services, processed through the payment functionality made available within the Services.

New Release: a new release of all or any part of the Software suitable for use in the Services in which previously identified faults have been remedied or to which any modification, enhancement, revision or update has been made.

New Version: a new version of the Services released by the Supplier which provides additional functionality.

Normal Business Hours: 9.00 am to 5.00 pm local UK time Monday to Friday.

Personal Data Breach: has the meaning ascribed to it under the Applicable Data Protection Legislation.

Privacy Statement: the policy relating to the privacy and security of the Subscriber Data, available at www.lessondiary.co.uk/privacy-policy or such other website address as may be notified to the Subscriber from time to time.

Pupils/Learner: individuals who are clients of the subscribers and customers who are learning to drive. The subscriber will be solely responsible for notifying the learners that they will store/hold their information.

Renewal Period: the period described in clause 16.1.

Set up Services: the design and integration of the Services on the Subscriber’s website.

Services: the software services provided by the Supplier to the Subscriber under this Agreement via the User App. The services are identified in the Order process completed by the Subscriber upon ordering the Services and are priced according to the particular features required by the Subscriber.

Software: the online software applications provided by the Supplier as part of the Services.

Stripe: Stripe Payments Europe, Limited and its affiliates, or any other payment services provider engaged by the Supplier from time to time to provide payment processing.

Stripe Connected Account: the Stripe account established and controlled by the Subscriber and connected to the Supplier's platform, into which Lesson Payments are settled.

Subscriber’s Customers: the individuals who purchase products and services from the subscriber.

Subscriber Data: the data inputted by the Subscriber, the Supplier on the Subscriber’s behalf, or the Subscriber’s Customer, for the purpose of using the Services or facilitating the Subscriber’s or the Subscriber’s Customers’ use of the Services and stored by the Supplier. This data is the sole property of the Subscriber and shall be held confidential by the Supplier.

Subscription Fees: the subscription fees payable by the Subscriber to the Supplier for the Subscriptions, as set out in clause 10.1.

Subscription Term: has the meaning given in clause 16.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

User App: the interfaces through which the Subscriber accesses the Services: the Supplier’s website and web portal at www.lessondiary.co.uk, and the Supplier’s mobile and tablet applications for iOS and Android.

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 re-arranging, 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.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

1.9 A reference to writing or written includes email sent to the relevant party's registered email address (including, for the Subscriber, the email address associated with its account) and faxes.

1.10 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

2. Contract Execution

2.1 The Supplier shall provide the Services in accordance with the booking process accepted by the Supplier, subject to this Agreement, which shall take effect to the exclusion of any other terms and conditions whatsoever of the Subscriber or otherwise. After the initial free trial period, Users must subscribe to the system based on the current rates. No terms or conditions of any Subscriber purchase order or other terms and conditions shall apply to the Services. The Subscriber agrees not to submit any alternative terms or conditions in relation to the supply of the Services.

2.2 This agreement includes the Supplier’s Privacy Policy, Cookie Policy and Acceptable Use Policy (together, the “Policies”), available at www.lessondiary.co.uk/legal. The Subscriber agrees to comply with the Acceptable Use Policy. If there is any conflict or inconsistency between this agreement and the Policies, the terms of this agreement prevail, except that the Privacy Policy prevails in respect of any matter concerning the processing of personal data. The Supplier may update the Policies from time to time in accordance with clause 19.

2.3 Nothing in this agreement limits or excludes any right or remedy the Subscriber has under mandatory applicable law, including the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, where the Subscriber deals as a consumer. Where the Subscriber deals as a consumer:

(a) the Subscriber may cancel this agreement within 14 days of the Effective Date by emailing support@lessondiary.co.uk or using the route in clause 16.2, and the Supplier shall refund amounts paid for Services not provided, without undue delay and in any event within 14 days of cancellation;

(b) if the Subscriber asks the Supplier to begin providing the Services during that period and expressly acknowledges that this will end the right to cancel once the Services have been fully provided, the cancellation right ends to that extent;

(c) the Supplier shall comply with applicable consumer law on subscription renewals and free trials, including any requirement to remind the Subscriber before a free trial converts to a paid subscription or a subscription renews and to provide an easy way to cancel; and

(d) notwithstanding clauses 28 and 29, nothing prevents the Subscriber from bringing proceedings in the courts of the Subscriber’s country of residence, and the Subscriber keeps the protection of the mandatory consumer law of that country.

2.4 If the Subscriber downloads the User App from the Apple App Store or Google Play, the Subscriber’s use of that app is also subject to the app store’s applicable terms, including any standard end user licence terms the app store requires. Nothing in those terms, or in this agreement, limits any right the Subscriber has under mandatory applicable law.

3. Subscription

3.1 Subject to the Subscriber paying the Subscription Fees and complying with the restrictions set out in this clause 3 and the other terms and conditions of this agreement, the Supplier hereby grants to the Subscriber a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services during the Subscription Term solely for the Subscriber's internal business operations.

3.2 The Subscriber shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f) is otherwise illegal or causes damage or injury to any person or property;

and the Supplier reserves the right, without liability or prejudice to its other rights to the Subscriber, to disable the Subscriber's access to any material that breaches the provisions of this clause.

3.3 The Subscriber shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

(b) access all or any part of the Services in order to build a product or service which competes with the Services; or

(c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or

(d) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 3; or

(e) introduce or permit the introduction of, any Virus or Vulnerability into the Supplier's network and information systems.

3.4 The Subscriber shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

3.5 The rights provided under this clause 3 are granted to the Subscriber only, and shall not be considered granted to any subsidiary or holding company of the Subscriber unless the Subscriber purchases additional subscriptions for related companies or affiliates.

4. The Services

4.1 The Supplier shall, during the Subscription Term, provide the Services subject to the terms of this Agreement.

4.2 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for;

(a) Planned maintenance (notification of maintenance will be provided to Subscribers) carried out during the maintenance window of 2.00am to 5.00 am GMT on weekends; and

(b) unscheduled maintenance performed outside Normal Business Hours,

and the Supplier will use reasonable endeavours to give the Subscriber at least 6 Normal Business Hours’ notice in advance.

5. UPDATE OF SERVICES

5.1 The Supplier reserves the right to supply the Subscriber with New Releases and to replace, modify, and/or upgrade the Services purchased by the Subscriber in its sole discretion. Any replacement or upgrade to such the Services shall be treated as part of the Services for the purpose of this Agreement.

5.2 New Versions are included in the Subscription Fees at no extra charge. The Supplier may notify the Subscriber of material changes to functionality, performance or compatibility by email or by a notice displayed within the Services.

5.3 The Supplier does not support software versions other than the current active version.

6. SUBSCRIBER DATA

6.1 The Subscriber shall own all right, title and interest in and to all of the Subscriber Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Subscriber Data.

6.2 In the event of any loss or damage to Subscriber Data, the Subscriber’s sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Subscriber Data to the Application. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Subscriber Data).

6.3 The Services provide the ability for the Subscriber to download and extract certain elements of the Subscriber Data. The Supplier accepts no responsibility for the security of any Subscriber Data downloaded and extracted from the Services and the responsibility for maintaining the security of this data remains solely with the Subscriber.

6.4 In order to provide the Services, the Supplier collects and processes the personal data relating to employees and agents of the Subscribers. The Supplier shall, in providing the Services, comply with its Privacy Statement relating to the privacy and security of such personal data available at www.lessondiary.co.uk/privacy-policy or such other website address as may be notified to the Subscriber from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.

6.5 If the Supplier processes any personal data, including Subscriber Data, on the Subscriber’s behalf when performing its obligations under this agreement, the parties acknowledge that the Subscriber is the controller and the Supplier is a processor of that Customer Personal Data. The subject-matter of the processing is the provision of the Services; the duration is the Subscription Term plus any period until deletion or return under clause 6.5(k); the nature and purpose is the hosting, storage, support and processing operations necessary to provide, administer and secure the Services; the types of personal data are contact, identity, lesson, scheduling, progress and payment-related data; and the categories of data subjects are the Subscriber’s Authorised Users, Pupils, Learners and Subscriber’s Customers. In any such case:

(a) the Supplier shall process the Customer Personal Data only on the Subscriber’s documented instructions, which are given by this agreement (including the administrative and support access described in clause 8.7) and by the Subscriber’s configuration and use of the Services, unless required to process it by applicable law (in which case the Supplier shall, where lawful, inform the Subscriber of that requirement before processing); and the Supplier shall inform the Subscriber if, in its opinion, an instruction infringes Applicable Data Protection Laws;

(b) if the Supplier engages another processor (a “Sub-Processor”) to carry out specific processing activities on any of the personal data, the Supplier shall notify the Subscriber in advance and shall ensure that at least the same data protection obligations as are set out in this clause are imposed on that Sub- Processor by way of a written agreement. If the Subscriber objects to any proposed Sub-Processor on reasonable data protection grounds and the Supplier is unable to make available an alternative that avoids the objected-to Sub-Processor without material detriment to the Services, the Subscriber may terminate this agreement on written notice and the Supplier shall refund the Subscription Fees paid for the unused portion of the then-current Subscription Term. The Subscriber acknowledges and agrees that the Supplier may use third party data centres in the provision of the Services, details of which are available on request. The Supplier shall be liable and responsible for the acts and omissions of the Sub-Processor as if such acts and omissions were its own;

(c) the Subscriber acknowledges and agrees that the personal data may be transferred to, stored at or otherwise processed in a country outside the United Kingdom in order to provide the Services and perform the Supplier’s other obligations under this agreement. Where the Supplier transfers Customer Personal Data to a country that is not the subject of adequacy regulations made under the Data Protection Act 2018 and the UK GDPR, the Supplier shall put in place an appropriate transfer safeguard for that transfer, such as the UK International Data Transfer Agreement or the International Data Transfer Addendum to the European Commission’s standard contractual clauses (or another mechanism or derogation permitted under Applicable Data Protection Laws), and shall procure that its Sub-Processors are bound by equivalent safeguards. To the extent the EU GDPR applies to a transfer, the Supplier shall put in place the European Commission’s standard contractual clauses or another valid transfer mechanism. The Supplier enters into these safeguards in its own capacity as processor and not as agent for the Subscriber;

(d) the Supplier shall ensure that any persons authorised to process the personal data by it (including its employees, contractors, agents and subcontractors) have agreed to comply with obligations of confidentiality;

(e) the Subscriber warrants that it shall comply with all Applicable Data Protection Legislation in its collection and use of the Subscriber Data and shall ensure that the Subscriber is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this Agreement on the Subscriber’s behalf;

(f) the Subscriber shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by Applicable Data Protection Legislation, including without limitation any consents required in relation to marketing by the Subscriber using the Services;

(g) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage;

(h) the Supplier shall notify the Subscriber, without undue delay, of any request made by a data subject to access personal data and shall at all times cooperate with the Subscriber and provide the Subscriber with any assistance it may require in order to execute the Subscriber’s obligations under Applicable Data Protection Legislation in relation to such data subject access requests;

(i) the Supplier shall, taking into account the nature of the processing and the information available to it, provide reasonable assistance to the Subscriber, at the Subscriber’s cost, in ensuring compliance with the Subscriber’s obligations in relation to data subject rights, security of processing, personal data breach notification, data protection impact assessments and prior consultation;

(j) in the case of a Personal Data Breach, the Supplier shall, without undue delay, notify the Subscriber of the Personal Data Breach and shall provide all reasonable assistance and information to the Subscriber in relation to same;

(k) in addition to, and without prejudice to, any obligations set out at clause 16 (Term and Termination), at the end of the provision of the applicable Services the Supplier shall, after the 90-day export window described in clause 16.4(c), delete all Customer Personal Data it holds as processor and any existing copies, unless applicable law requires the Supplier to retain it. During that window the Supplier shall return or make available the Customer Personal Data in a commonly used electronic format on the Subscriber's request. Deletion and return under this clause are at no additional cost to the Subscriber;

(l) the Supplier shall make available to the Subscriber such information as is reasonably necessary for the Subscriber to demonstrate compliance with its obligations under Applicable Data Protection Legislation and the Supplier shall allow for and contribute to audits, including inspections, conducted by the Subscriber or another auditor mandated by the Subscriber provided that any such audits or inspections must be on reasonable prior notice, conducted during regular business hours, subject to the Supplier’s policies, and may not unreasonably interfere with Supplier business activities. Audits may be undertaken no more frequently than annually, unless required by Applicable Data Protection Laws; and

(m) permit the Subscriber to take all reasonably necessary steps to ensure compliance with the obligations imposed by this clause under Applicable Data Protection Laws;

(n) the Supplier may demonstrate compliance with, and satisfy audit rights under, this clause 6.5 by providing the Subscriber with third-party certifications, audit reports or a completed security questionnaire; an on-site audit may be conducted only where those materials are insufficient, no more than once in any 12-month period (unless required by Applicable Data Protection Laws or following a Personal Data Breach), on at least 30 days’ notice, during Normal Business Hours, subject to confidentiality, and at the Subscriber’s cost.

6.6 As part of its normal business operations, the Supplier collects and compiles aggregated data from all of the Subscribers to the Services (the “Aggregated Data”). This Aggregated Data does not reveal the identity of the Subscriber or the Subscriber’s Customers. The Subscriber agrees that the Aggregated Data is owned solely by the Supplier to be used at its discretion.

7. SUBSCRIBER WEBSITE AND SOCIAL MEDIA

7.1 The Subscriber acknowledges that the Services may enable or assist it and Subscriber’s Customers to access the website content of, correspond with, and purchase products

and services from, the Subscriber’s websites or other social media platforms used by the Subscriber (“Subscriber social media”). Any contract entered into, any transaction completed and any marketing undertaken via any Subscriber social media is between the Subscriber and the relevant third party, and not the Supplier, and the Supplier shall have no liability or obligation whatsoever in relation to the Subscriber social media or the use of same. The Subscriber shall refer to the relevant third parties social media terms and conditions and privacy policy prior to using and / or permitting Subscriber’s Customer to use the Subscriber social media. The Supplier does not endorse or approve any Subscriber social media or marketing nor the content of any Subscriber social media or marketing made available via or using the Services. The Supplier is not responsible for any personal data collected by the Subscriber via any Subscriber social media.

8. Supplier's obligations

8.1 The Supplier undertakes that the Services will be performed substantially in accordance with reasonable skill and care.

8.2 The undertaking at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, the Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Subscriber with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Subscriber's sole and exclusive remedy for any breach of the undertaking set out in clause 8.1.

8.3 The Supplier:

(a) does not warrant that:

(i) the Subscriber's use of the Services will be uninterrupted or error-free;

(ii) that the Services and/or the information obtained by the Subscriber through the Services will meet the Subscriber's requirements; or

(iii) the Software or the Services will be free from Vulnerabilities or Viruses.

(b) 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 Subscriber acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

8.4 This agreement shall not prevent the Supplier 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 this agreement.

8.5 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

8.6 The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party except those third parties sub-contracted by the Supplier to perform services related to Subscriber Data maintenance and back-up for which it shall remain fully liable.

8.7 Administrative and support access

8.7.1 The Subscriber acknowledges and agrees that personnel authorised by the Supplier may access the Subscriber’s account, configuration and Subscriber Data, including by viewing or operating the Services in the context of the Subscriber’s or an Authorised User’s account, where reasonably necessary for: (a) providing customer support requested by or on behalf of the Subscriber or an Authorised User; (b) troubleshooting, diagnosing and resolving technical issues; (c) maintaining, administering, monitoring and improving the Services; (d) investigating suspected fraud, misuse, abuse or breach of this agreement; (e) investigating, containing or responding to actual or suspected security incidents; (f) protecting the integrity, availability and security of the Services and of the Supplier’s systems and other users; and (g) complying with the Supplier’s legal or regulatory obligations or responding to lawful requests from public authorities.

8.7.2 Such access is limited to personnel authorised by the Supplier and to the purposes set out in clause 8.7.1. Neither the Supplier nor its personnel has an unrestricted right to access Subscriber accounts for any other purpose. Access under this clause is subject to the Supplier’s obligations of confidentiality in clause 13 and its data protection obligations in clause 6, and constitutes documented processing instructions of the Subscriber for the purposes of clause 6.5(a).

8.7.3 Access under this clause forms part of the provision, support, administration and security of the Services. The Subscriber’s acceptance of this agreement constitutes its authorisation and instruction for such access, and separate consent is not required each time access is used for a purpose set out in clause 8.7.1.

8.7.4 The Supplier maintains logging of administrative and support access sessions, recording the identity of the personnel involved, the account accessed and the time of access, and, where practicable, the support or operational reason for the access, for security, audit and accountability purposes. Records created under this clause are the Supplier’s Confidential Information.

8.7.5 Where an authorised person is operating the Services in the context of an Authorised User’s account, the Services will indicate that an administrative or support session is in progress, and that person cannot obtain or reveal the Authorised User’s password.

9. Subscriber's obligations

9.1 The Subscriber shall:

(a) provide the Supplier with:

(i) all necessary co-operation in relation to this agreement; and

(ii) all necessary access to such information as may be required by the Supplier;

in order to provide the Services, including but not limited to Subscriber Data, security access information and configuration services;

(b) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;

(c) carry out all other Subscriber responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Subscriber's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;

(f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and

(g) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Subscriber's network connections or telecommunications links or caused by the internet.

9.2 The Subscriber shall own all right, title and interest in and to all of the Subscriber Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Subscriber Data.

10. Charges and payment

10.1 The Subscriber shall pay the Subscription Fees to the Supplier on a monthly basis as outlined at https://lessondiary.co.uk/plans. Payments made by Pupils, Learners or the Subscriber’s Customers to the Subscriber are not Subscription Fees and are dealt with under clause 11.

10.2 The Subscriber shall provide valid, up-to-date and complete payment card details, which are processed by Stripe, together with up-to-date and complete contact and billing details, and hereby authorises the Supplier to charge that payment card in accordance with the plan selected by the Subscriber.

10.3 If the Supplier has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of the Supplier:

(a) the Supplier may, without liability to the Subscriber, disable the Subscriber's password, account and access to all or part of the Services and the Supplier

shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment, together with the fixed compensation and reasonable recovery costs permitted by the Late Payment of Commercial Debts (Interest) Act 1998.

10.4 The Subscription Fees and the Lesson Diary Payment Fee, and all other amounts payable by the Subscriber to the Supplier under this agreement (which, for the avoidance of doubt, do not include Lesson Payments):

(a) shall be payable in pounds sterling;

(b) are non-cancellable and non-refundable except where, and to the extent that, mandatory applicable law (including consumer protection law) requires otherwise, whether the agreement or a Subscriber's subscription ends by cancellation, non-renewal or termination, and regardless of whether the Subscriber used the Services during any period for which fees have been paid, save that the treatment of the Lesson Diary Payment Fee on the refund of an underlying Lesson Payment is governed by clause 11.7.1;

(c) as at the date of this agreement are not subject to value added tax, as the Supplier is not registered for VAT (this will change if the Supplier becomes registered);

(d) Lesson Payments, and any refunds, credits or chargebacks in respect of them, are governed by clause 11 and are not subject to this clause 10.4.

10.5 The Supplier may change the Subscription Fees at any time. Where a change increases the Subscription Fees payable by an existing Subscriber, the Supplier shall give the Subscriber at least 30 days’ prior notice of the change, by email to the Subscriber’s registered email address and/or by a notice displayed within the Services, and the increase shall take effect from the start of the Subscriber’s next Renewal Period falling after that notice period has expired. No increase shall apply to, or be charged for, any period before it takes effect.

10.6 If the Subscriber does not agree to an increase in the Subscription Fees, the Subscriber may cancel their subscription in accordance with clause 16.2 at any time before the increase takes effect, and no increased fee shall be charged. Continuing to use the Services after an increase takes effect constitutes acceptance of the revised Subscription Fees.

10.7 Payment default and recovery

10.7.1 The Subscriber shall provide, and keep accurate and up to date, contact and billing details, including an email address and a telephone number, for the purpose of administering the account and collecting amounts due.

10.7.2 Without prejudice to any other right or remedy of the Supplier, if any amount payable under this agreement is not paid by the due date, the Supplier may:

(a) charge interest on the overdue amount at 8% per annum above the Bank of England base rate from time to time, accruing on a daily basis from the due date until payment is made in full, whether before or after judgment;

(b) charge the fixed compensation and recover the reasonable costs of recovering the debt permitted by the Late Payment of Commercial Debts (Interest) Act 1998;

(c) retry the payment, or charge any payment method the Subscriber has provided, for the overdue amount;

(d) suspend or disable the Subscriber's access to the Services in accordance with clause 10.3; and

(e) terminate this agreement in accordance with clause 16.3.

10.7.3 The Subscriber shall reimburse the Supplier, on demand, for all reasonable costs the Supplier incurs in recovering overdue amounts, including debt collection agency fees, tracing fees, court fees and legal costs, on a full indemnity basis.

10.7.4 The Supplier may contact the Subscriber about overdue amounts by email, telephone or post using the details the Subscriber has provided, and may disclose the debt and the Subscriber's contact and debt details to a debt collection agency, credit reference agency or professional adviser for the purpose of recovering the debt. The Supplier may pursue any overdue amount regardless of its size.

10.7.5 Amounts unpaid at termination remain payable and are not affected by the ending of the Subscriber's access to the Services.

11. Payment Processing

11.1 There are two distinct payment flows in connection with the Services: (a) Subscription Fees payable by the Subscriber to the Supplier, governed by clause 10; and (b) Lesson Payments made by Pupils, Learners or the Subscriber’s Customers to the Subscriber. This clause 11 governs the payment functionality and the Lesson Payments flow.

11.2 Payment processing for both flows is provided by Stripe. By using the payment functionality the Subscriber agrees to, and must comply with, the Stripe Services Agreement (https://stripe.com/gb/legal/ssa), the Stripe Connected Account Agreement, and Stripe’s other applicable terms and policies, each as amended by Stripe from time to time. Stripe’s privacy terms are at https://stripe.com/gb/privacy.

11.3 Lesson Payments are processed as direct charges on the Subscriber’s Stripe Connected Account. The Subscriber is the merchant of record and the provider of the lessons and services paid for. The net proceeds of each Lesson Payment (after Stripe’s fees, the Lesson Diary Payment Fee, and any refunds, chargebacks or other deductions applied through Stripe) settle directly to the Subscriber’s Stripe Connected Account. The Supplier does not receive or hold the Subscriber’s net Lesson Payment proceeds as principal, escrow agent or trustee. The Supplier may initiate charges, refunds and related payment actions on the Subscriber’s behalf through the Connect integration, and may receive its Lesson Diary Payment Fee directly through Stripe (including via Stripe’s application fee mechanism). Payouts of settled funds are made by Stripe in accordance with the payout arrangements applicable to the Subscriber’s Stripe Connected Account.

11.4 The Supplier is not the seller, supplier or provider of any driving lesson or other goods or services paid for through the payment functionality. The contract for the lesson or other goods or services is solely between the Subscriber and the relevant Pupil, Learner or Subscriber’s Customer. The Supplier is not a party to that contract and has no responsibility or liability under or in connection with it.

11.5 The Subscriber is solely responsible for, and the Supplier has no liability for: lesson and service pricing; the description, quality, provision and delivery of lessons and services; bookings, cancellations, rescheduling and non-attendance; refunds, credits and goodwill payments to Pupils, Learners or Subscriber’s Customers; complaints, disputes, chargebacks and payment reversals; all taxes (including VAT and income tax) arising on Lesson Payments; and all other liabilities arising from the Subscriber’s transactions with its Pupils, Learners or Subscriber’s Customers.

11.6 The Subscriber is responsible for opening and maintaining its Stripe Connected Account and for satisfying, on an ongoing basis, all Stripe onboarding, identity verification, "know your customer", underwriting, disclosure and information requirements, and for complying with the Stripe agreements and applicable payment network rules.

11.6.1 As between the Subscriber and the Supplier, and to the fullest extent that liability for such amounts rests with the Subscriber under the Stripe arrangements applicable to the Subscriber’s Stripe Connected Account, the Subscriber is responsible for all refunds, credits, disputes, chargebacks, reversals, fines, fees and negative balances arising on or in connection with its Lesson Payments.

11.6.2 Where Stripe charges, debits, withholds or otherwise recovers any such amount (including a negative balance, chargeback, refund, fine or fee) from the Supplier, or from the Supplier’s platform account or balance, because of the Subscriber or the Subscriber’s transactions or Stripe Connected Account, the Subscriber shall reimburse the Supplier in full on demand. The Supplier may set off and deduct any such amount from sums otherwise payable to the Subscriber, deduct it from future Lesson Payments or payouts, invoice it to the Subscriber, and/or charge it to the Subscriber’s payment method on file.

11.6.3 Nothing in this clause 11.6 determines, as between the Subscriber and Stripe, how Stripe allocates liability for losses, fees or negative balances; that allocation is governed by the Subscriber’s agreements with Stripe and the configuration of the Subscriber’s Stripe Connected Account.

11.7 The Supplier may charge a Lesson Diary Payment Fee for the Subscriber’s use of the payment functionality. The Lesson Diary Payment Fee applicable from time to time will be shown within the Services, on the pricing page at https://lessondiary.co.uk/plans and/or in other relevant pricing information made available to the Subscriber. The Supplier may collect the Lesson Diary Payment Fee by deduction from each transaction at the time of processing (including via Stripe’s application fee mechanism), by invoice, or by charging the Subscriber’s payment method.

11.7.1 Where an underlying Lesson Payment is refunded in whole or in part, whether the Lesson Diary Payment Fee applicable to that transaction is refunded, retained or partly retained shall be determined by the Supplier, acting reasonably, in accordance with the pricing information or payment policy applicable at the time of the refund. Stripe’s own fees on the original transaction are dealt with by Stripe and are not controlled by the Supplier.

11.8 The Supplier may change the amount, calculation method or structure of the Lesson Diary Payment Fee, and may otherwise change the commercial structure of the payment functionality, from time to time. Where such a change increases the fees payable by an existing Subscriber or is otherwise materially detrimental to an existing Subscriber, the Supplier shall give at least 30 days’ prior notice by email to the Subscriber’s registered email address and/or by a notice displayed within the Services, and the change shall take effect after that notice period has expired. If the Subscriber does not agree to the change, it may stop using the payment functionality before the change takes effect; continued use of the payment functionality after that date constitutes acceptance of the change.

11.9 Stripe’s own fees are separate from the Lesson Diary Payment Fee. They are determined and charged by Stripe under the Subscriber’s agreements with Stripe and are not set, controlled or received by the Supplier.

11.10 The payment functionality is provided on an "as is" and "as available" basis. The Supplier does not warrant or guarantee the availability of Stripe or the payment functionality, the successful authorisation, processing or settlement of any payment, or the timing or amount of any payout. Without limiting clause 15, the Supplier shall have no liability for any loss arising from: Stripe or payment network outages, downtime, errors, restrictions or changes; declined, delayed, withheld, reversed or rejected payments or payouts; Stripe’s suspension, limitation, closure of, or imposition of reserves or verification requirements on, the Subscriber’s Stripe Connected Account; or any other act, omission or decision of Stripe or a payment network, or any other matter outside the Supplier’s reasonable control.

11.11 The Supplier may suspend, restrict, condition, modify or withdraw all or part of the payment functionality (generally or for a particular Subscriber), with or without prior notice, where the Supplier reasonably considers it necessary or appropriate to comply with Stripe requirements, payment network rules or applicable law, to respond to actual or suspected fraud, security risk, misuse or elevated risk, or to protect the Supplier, Stripe, Pupils or other users. Where practicable and lawful, the Supplier will give the Subscriber notice.

11.12 Any transaction between the Subscriber and a Pupil, Learner or Subscriber’s Customer, whether or not processed through the payment functionality, is the sole responsibility of the Subscriber. The Subscriber has a direct relationship with its Pupils, Learners and Subscriber’s Customers. The Subscriber shall maintain accurate, current and compliant business information and a statement descriptor that correctly identifies the Subscriber’s business to Pupils on card and bank statements, in accordance with Stripe and payment network requirements. It is the Subscriber’s sole responsibility to create, publish and perform the terms and conditions for the sale and supply of its lessons and services. The Supplier may provide the means to notify those terms to Pupils, Learners or Subscriber’s Customers before a transaction, but does not accept any responsibility or provide any warranty, representation, condition or guarantee as to their accuracy, adequacy or legality.

11.13 The Subscriber shall indemnify, defend and hold harmless the Supplier on demand from and against any and all liabilities, claims, demands, actions, proceedings, damages, losses, fines, penalties, interest and costs (including legal and other professional advisers’ fees and disbursements) howsoever arising out of or in connection with: the Subscriber’s contracts, transactions or relationships with its Pupils, Learners or Subscriber’s Customers (or potential customers); the Subscriber’s use of the payment functionality or its Stripe Connected Account; the Subscriber’s breach of the Stripe agreements or payment network rules; and any chargeback, refund, dispute, negative balance, fine or tax liability arising on the Subscriber’s Lesson Payments.

11.14 Stripe processes personal data in connection with Lesson Payments under Stripe’s own terms, data processing agreement and privacy documentation. The parties acknowledge that the respective roles of the Supplier, the Subscriber and Stripe as controller or processor in relation to any particular processing activity depend on the nature of that activity and the applicable Stripe documentation. Clause 6 applies to the Supplier’s processing of Customer Personal Data as a processor on the Subscriber’s behalf and does not purport to characterise Stripe’s processing.

11.15 The exclusions and limitations of liability in clause 15 apply in full to the payment functionality and to this clause 11.

11.16 The Supplier may, at its sole discretion, offer a free trial period to Subscribers. Whether a free trial is offered, and its length, is not fixed by this Agreement and may be changed, shortened, extended or withdrawn by the Supplier at any time; the free trial (if any) available to a Subscriber will be set out at the point of purchase. During any free trial period the Subscriber will not be charged. After the trial period ends, the Subscriber will be charged according to the plan they chose when subscribing.

12. Proprietary Rights

12.1 The Subscriber acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Subscriber any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

12.2 The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

12.3 The Subscriber acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Services, Software and Applications distributed in any platform. Except as expressly stated herein, this Agreement does not grant the Subscriber any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services.

12.4 The Supplier confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

12.5 The Subscriber authorises the Supplier to include its business name, logo and any relevant trademark on its client directories and on the Supplier’s public website during the Subscription Term.

13. Confidentiality

13.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party;

(b) was in the other party's lawful possession before the disclosure;

(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

(d) is independently developed by the receiving party, which independent development can be shown by written evidence.

13.2 Subject to clause 13.4, each party shall hold the other's Confidential Information in confidence and 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 this agreement (which, for the Supplier, includes the provision, support, administration and security of the Services under clause 8.7).

13.3 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 in violation of the terms of this agreement.

13.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 13.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

13.5 The Subscriber acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.

13.6 The Supplier acknowledges that the Subscriber Data is the Confidential Information of the Subscriber.

13.7 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

13.8 The above provisions of this clause 13 shall survive termination of this agreement, however arising.

14. Indemnity

14.1 The Subscriber shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation

court costs and reasonable legal fees) arising out of or in connection with the Subscriber's use of the Services and/or Documentation, provided that:

(a) the Subscriber is given prompt notice of any such claim;

(b) the Supplier provides reasonable co-operation to the Subscriber in the defence and settlement of such claim, at the Subscriber's expense; and

(c) the Subscriber is given sole authority to defend or settle the claim.

14.2 The Supplier shall defend the Subscriber, its officers, directors and employees against any claim that the Subscriber's use of the Services or Documentation in accordance with this agreement infringes any United Kingdom patent effective as of the Effective Date, copyright, trademark, database right or right of confidentiality, and shall indemnify the Subscriber for any amounts awarded against the Subscriber in judgment or settlement of such claims, provided that:

(a) the Supplier is given prompt notice of any such claim;

(b) the Subscriber provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and

(c) the Supplier is given sole authority to defend or settle the claim.

14.3 In the defence or settlement of any claim, the Supplier may procure the right for the Subscriber to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days' notice to the Subscriber without any additional liability or obligation to pay liquidated damages or other additional costs to the Subscriber.

14.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Subscriber to the extent that the alleged infringement is based on:

(a) a modification of the Services or Documentation by anyone other than the Supplier; or

(b) the Subscriber's use of the Services or Documentation in a manner contrary to the instructions given to the Subscriber by the Supplier; or

(c) the Subscriber's use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.

14.5 The foregoing states the Subscriber's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trademark, database right or right of confidentiality.

15. Limitation of liability

15.1 Except as expressly and specifically provided in this agreement:

(a) the Subscriber assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Subscriber, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Subscriber in connection with the Services, or any actions taken by the Supplier at the Subscriber's discretion;

(b) 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 this agreement; and

(c) the Services and the Documentation are provided to the Subscriber on an "as is" basis.

15.2 Nothing in this agreement excludes the liability of the Supplier:

(a) for death or personal injury caused by the Supplier's negligence; or

(b) for fraud or fraudulent misrepresentation.

15.3 Subject to clause 15.1 and clause 15.2:

(a) the Supplier 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 this agreement; and

(b) the Supplier's total aggregate liability in contract (including in respect of the indemnity at clause 14.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for Services during the 12 months immediately preceding the date on which the claim arose.

16. Term and termination

16.1 This agreement shall, unless otherwise terminated as provided in this clause 16, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 1 month (each a Renewal Period), unless:

(a) either party notifies the other party of termination, in writing, during any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Renewal Period; or

(b) otherwise terminated in accordance with the provisions of this Agreement; and

the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

16.2 If the Subscriber wishes to cancel the subscription to Lesson Diary, they will need to visit https://lessondiary.co.uk/account/subscriptions and click the ‘Cancel’ button. Cancellation stops future billing with immediate effect; the Subscriber will retain access to the Services until the end of their then-current billing period. In accordance with clause 10.4(b), and except where mandatory applicable law requires otherwise, Subscription Fees already paid are non-refundable, including in respect of any unused portion of the then-current billing period or any period during which the Subscriber did not use the Services.

16.3 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so;

(c) the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement,

(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

(g) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(h) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party ( being a company, partnership or limited liability partnership);

(i) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

(j) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(k) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

(l) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16.3(c) to clause 16.3(j) (inclusive);

(m) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

(n) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.

16.4 On termination of this agreement for any reason:

(a) all licences granted under this agreement shall immediately terminate and the Subscriber shall immediately cease all use of the Services;

(b) each party shall return and make no further use of any equipment, property, Documentation and other items ( and all copies of them) belonging to the other party;

(c) during a 90-day export window after termination the Subscriber may log in solely to export its Subscriber Data (including its pupil list), after which the Subscriber's access to the Services ends and the Supplier shall delete the Subscriber Data as required by clause 6.5(k), except for any data the Supplier must retain by applicable law. The Supplier may retain the Subscriber Data during that window so that the Subscriber may resubscribe and continue where it left off. Accounts that never subscribe are deleted 90 days after registration, following 7 days' notice by email; and

(d) 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.

17. Force majeure

The Supplier shall have no liability to the Subscriber under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Subscriber is notified of such an event and its expected duration. If such an event continues for more than 30 days, either party may terminate this agreement on written notice to the other.

18. Conflict

If there is an inconsistency between any of the provisions in the main body of this agreement, the provisions in the main body of this agreement shall prevail.

19. Variation

19.1 The Supplier may amend the terms of this agreement (including the Lesson Diary Payment Fee and the terms of the payment functionality) from time to time.

19.2 For material changes to the contractual terms of this agreement, the Supplier shall give the Subscriber at least 30 days’ prior notice by email to the Subscriber’s registered email address and/or by a notice displayed within the Services. The change takes effect at the end of that notice period. Continued use of the Services after the change takes effect constitutes acceptance of the change. If the Subscriber does not agree to a material change, it may cancel in accordance with clause 16.2 before the change takes effect.

19.3 Changes required in order to comply with applicable law, regulation, regulatory direction, payment network rules or Stripe requirements, or reasonably necessary to address security, fraud or risk, may take effect on shorter notice or, where necessary, immediately.

19.4 The Supplier may make changes that do not materially and adversely affect the Subscriber’s rights or obligations under this agreement, including the addition of new features, functional improvements, and non-material operational, technical or service changes, without prior notice. This agreement does not require the Supplier to notify the Subscriber of such changes.

19.5 The current version of this agreement is available within the Services or on the Supplier’s website. Any variation that is individually negotiated between the parties for a specific Subscriber is effective only if it is in writing and signed by or on behalf of both parties.

20. Waiver

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

21. Rights and remedies

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

22. Severance

22.1 If any provision or part-provision of this 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 this agreement.

22.2 If any provision or part-provision of this agreement is deemed deleted under clause 22.1 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.

23. Entire agreement

23.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

23.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

23.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

24. Assignment

24.1 The Subscriber shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

24.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

25. No partnership or agency

Nothing in this 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, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

26. Third party rights

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

27. Notices

27.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or recorded delivery post, or sent by email, to the other party at its address (or registered email address) set out in this agreement, or such other address as may have been notified by that party for such purposes.

27.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission, provided that the sender does not receive an automated message indicating that the email was not delivered.

28. Governing law

This 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.

29. Jurisdiction

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 this agreement or its subject matter or formation (including non-contractual disputes or claims).