E Portal and Shop Terms and Conditions of Use

Welcome to ShoutOutUk LTD’s (“the Company”, “its”, “we”, “us”, “our”) Education Portal (https://education.shoutoutuk.org/) (the E-Portal) and Shop (https://www.shoutoutuk.org/souk/). Any person who wants to use the E-Portal or to purchase materials from us must accept and is deemed to have accepted these terms and conditions (the “Terms”) without change.

Any reference to “you” in these Terms shall include any person that accesses or uses the Site or Services on your behalf, whether as a guest or a registered user.

PLEASE READ THESE TERMS CAREFULLY BEFORE SUBSCRIBING TO OUR E-PORTAL OR PURCHASING MATERIALS FROM US. BY CONTINUING TO USING OUR E-PORTAL ORTO PURCHASE MATERIALS, YOU CONFIRM THAT YOU ACCEPT THESE TERMS AND AGREE TO COMPLY WITH THEM. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT PROCEED.

1. Other applicable Terms

These Terms incorporate:

  • our Privacy Policy and Cookie Notice, which can be found here www.shoutoutuk.org/privacy-policy, which sets out (a) the terms on which we process any personal data we collect from you, or that you provide to us; and (b) information about the cookies on our Site. By using our Site, you consent to such processing and you warrant that all data provided by you is accurate.
  • our Website Terms and Conditions which can be found here: https://www.shoutoutuk.org/terms-and-conditions/ which set out the terms on which you may generally browse our website (https://www.shoutoutuk.org/) (the Site)

2. Information about us

We are Shoutout UK Ltd a company registered in England and Wales under company number 09717655. Our registered office is at 240 Portobello Rd (Studio 1), Notting Hill, London. W11 1LL; and our VAT number is GB238405117.

3. How to contact us

By post: 240 Portobello Rd (Studio 1), Notting Hill, London. W11 1LL

By telephone: +44 (0)203 643 8133

By email: [email protected]

4. Changes to these Terms

We may revise these Terms at any time by amending this page. Please check this page from time to time to take notice of any changes we made, as they are binding on you.

5. Changes to our Site

We may update our Site (including the E-Portal and our Shop) from time to time, and may change the content at any time. However, please note that any of the content on our Site may be out of date at any given time, and we are under no obligation to update it.

We do not guarantee that our Site, or any content on it, will be free from errors or omissions.

6. We use your personal data as set out in our Privacy Notice

How we use any personal data you give us is set out in our Privacy Notice.

7. If you are a business customer these Terms set out our entire agreement with you

If you are a business customer these Terms constitute the entire agreement between us in relation to your subscription to the E-Portal or your purchase of bulk subscriptions or items from our Shop. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by us or on our behalf which is not set out in these Terms and that you have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.

8. We do not compensate you for all losses caused by us or our products

Our liability to consumers. We are responsible for losses you suffer caused by us breaching these Terms unless the loss is:

  • Unexpected. It was not obvious that it would happen and nothing you said to us before we accepted your application to subscribe to the E-Portal or your order for bulk subscriptions or items from our shop meant we should have expected it (so, in the law, the loss was unforeseeable).
  • Caused by a delaying event outside our control. As long as we have taken the steps set out in the section We are not responsible for delays outside our control.
  • Avoidable. Something you could have avoided by taking reasonable action. For example, damage to your own digital content or device, which was caused by digital content we supplied and which you could have avoided by following our advice to apply a free update or by correctly following the installation instructions or having the minimum system requirements advised by us.
  • A business loss. Our liability for any loss you suffer in connection with your trade, business, craft or profession is limited, as described in Your rights if you are a business.

Our liability to businesses. If you are a business, then, except in respect of the losses described in Losses we never limit or exclude:

  • 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 total sums paid by you for services or products that you subscribe to or order from us.

Losses we never limit or exclude. 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;
  • defective products under the Consumer Protection Act 1987; or
  • any matter in respect of which it would be unlawful for us to exclude or restrict liability.

No implied terms about goods. Except to the extent expressly stated in Your rights if you are a business, we exclude 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.

9. You have several options for resolving disputes with us

Our complaints policy. Our Customer Service Team will do their best to resolve any problems you have with us.

You can go to court. These terms are governed by English law. If you are a consumer then, wherever you live, you can bring claims against us in the courts of the country you live in or in the courts of England and Wales. If you are a consumer we can claim against you in the courts of the country you live in. If you are a business you irrevocably agree to submit all disputes arising out of or in connection with our contract with you to the exclusive jurisdiction of the English courts

10. Other important terms apply to our contract

We can transfer our contract with you, so that a different organisation is responsible for supplying your subscription or product. We will tell you in writing if this happens and if you are a consumer we will ensure that the transfer will not affect your rights under the contract.

You can only transfer your contract with us to someone else if we agree to this. If you are a consumer we may not agree.

Nobody else has any rights under the contract between us. This contract is between you and us. Nobody else can enforce it and neither of us will need to ask anybody else to sign-off on ending or changing it.

If a court invalidates some of this contract, the rest of it will still apply. If a court or other authority decides that some of these terms are unlawful, the rest will continue to apply.

Even if we delay in enforcing this contract, we can still enforce it later. We might not immediately chase you for not doing something (like paying) or for doing something you are not allowed to, but that doesn’t mean we cannot do it later.

11. Miscellaneous

Clause headings are inserted for convenience only and shall not affect the interpretation of these Terms.

If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

These Terms, and all incorporated documents referred to herein, constitutes the entire agreement as to your use of and our provision of the Site and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral.

You acknowledge that, in entering into this agreement, you do 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 these Terms or any incorporated documents referred to herein.

12. Applicable law

These Terms will be interpreted, construed and enforced in all respects in accordance with the laws of England and Wales.

Part 1 – the E-Portal

1. Subscribing to our E-Portal

Membership

To subscribe to the E-Portal (https://education.shoutoutuk.org) you must agree to the Terms.

Use of E-Portal

You agree to use the E-Portal for educational purposes only and in accordance with the content standards set out in our Website Terms. For the avoidance of doubt, the content standards apply to all materials which you contribute to the E-Portal and to any interactive services provided therein.

2. Your account and password

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.

We will have no liability in respect of any misuse of your account in the event that a third party gains access to your account as a result of your failure to keep this information secure.

If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at [email protected].

3. Bulk Subscriptions

If you purchase bulk subscriptions to our materials (Material) using the E-Portal we hereby grant to you a non-exclusive, non-transferable right and licence, without the right to grant sublicenses, to permit your authorised users (“users”) to access the Material you have subscribed to solely for your internal use.

In relation to your users, you undertake that:

(a) The maximum number of users that you authorise to access and use the Material shall not exceed the number of user subscriptions you have purchased;
(b) you will not allow or suffer any of your users’ subscriptions to be used by more than one individual user;
(c) each user shall be given login credentials in order to access the Material and shall keep these details confidential;
(d) you shall allow us or our designated auditor to audit your subscriptions to audit compliance with these Terms. We will not carry out an audit more than once in any quarter and we will give you reasonable prior notice. We will carry out our audit in such a manner as not to substantially interfere with your normal conduct of business;
(e) if any of the audits referred to in paragraph (d) reveal that login credentials have been shared so that the number of actual users exceeds the number of subscriptions purchased, then without prejudice to our other rights, we may disable such login credentials and will not issue any new login credentials to any such individual; and
(f) if any of the audits referred to in paragraph (d) reveal that you have underpaid the subscription fees payable to us, then without prejudice to our other rights, you shall pay to us an amount equal to such underpayment, calculated in accordance with our then current subscription rates, within 10 business days of the date of the relevant audit.

You shall not (and shall procure that the users do not) access, store, distribute or transmit any viruses, or any material during the course of its use of the Material 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 we reserve the right, without liability or prejudice to our other rights, to disable your access to the E-Portal if you or any of your users are in breach of this clause.

You shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between us and except to the extent expressly permitted under these Terms:
(i)attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the E-Portal or our Material (as applicable) 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 E-Portal or our Material; or
(b)access all or any part of the E-Portal or our Material in order to build a product or service which competes with the E-Portal or our Material; or
(c) use the E-Portal or our Material to provide services to third parties without our prior written consent; or
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the E-Portal or our Material available to any third party except your users, or
(e) attempt to obtain, or assist third parties in obtaining, access to E-Portal or our Material, other than as provided under this clause 3; or
(f) introduce or permit the introduction of, any virus into the E-Portal or our network and information systems.

If you become aware of any unauthorised access to, or use of, the E-Portal or our Material you must notify us promptly.

4. Suspension and termination

We will determine, in our discretion, whether there has been a breach of these Terms through your use of our E-Portal. When a breach of this policy has occurred, we may take such action as we deem appropriate.

Failure to comply with these Terms constitutes a material breach of these Terms upon which you are permitted to use our E-Portal, and may result in our taking all or any of the following actions:

  • Immediate, temporary or permanent withdrawal of your right to use our E-Portal.
  • Immediate, temporary or permanent removal of any posting or material uploaded by you to our E-Portal.
  • Issue of a warning to you.
  • Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
  • Further legal action against you.
  • Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

We exclude liability for actions taken in response to breaches of these Terms as they relation to our E-Portal. The responses described in relation to the E-Portal are not limited, and we may take any other action we reasonably deem appropriate.

We also reserve the right to refuse to provide access to the E-Portal to you for any reason and/or to discontinue the E-Portal in whole or in part at any time, with or without prior notice, and exclude any and all liability arising which may arise in relation to such actions taken by us.

Part 2 – Purchasing our Products

1. Where to find information about us and our products

You can find everything you need to know about our products on our Site before you order. We also confirm the key information to you in writing after you order, either by email or in your online account.

2. We do not give business customers all the same rights as consumers

For example, business customers cannot cancel their orders, they have different rights where there is a problem with a product and we do not compensate them in the same way for losses caused by us or our products. Where a term applies just to businesses or just to consumers, this is clearly stated. You are a business customer if you are buying products wholly or mainly for use in connection with your trade, business, craft or profession, even if you are an individual.

3. When you buy from us you are agreeing that:

  • We only accept orders when we have checked them.
  • Sometimes we reject orders.
  • We charge you when you order.
  • If you are a business customer you have no set-off rights
  • We pass on increases in VAT.
  • We are not responsible for delays outside our control.
  • Products can vary slightly from their pictures.
  • If you are a consumer and you bought online, you have a legal right to change your mind.
  • You have rights if there is something wrong with your product.
  • We can change products and these terms.
  • We can suspend supply (and you have rights if we do).
  • We can withdraw products.
  • We can end our contract with you.

4. We only accept orders when we have checked them

We contact you to confirm we have received your order and then we contact you again to confirm we have accepted it.

5. Sometimes we reject orders

Sometimes we reject orders, for example, because a product is unexpectedly out of stock because we cannot verify your age (where the product is age-restricted), or because the product was mispriced by us. When this happens, we let you know as soon as possible and refund any sums you have paid.

6. We charge you when you order

If your product is goods (rather than digital content or services), you will own it once we have received payment in full.

7. If you are a business customer you have no set-off rights

If you are a business customer 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).

8. We pass on increases in VAT

If the rate of VAT changes between your order date and the date we supply the product, we adjust the rate of VAT that you pay, unless you have already paid in full before the change in the rate of VAT takes effect.

9. We are not responsible for delays outside our control

If our supply of your product is delayed by an event outside our control, we contact you as soon as possible to let you know and do what we can to reduce the delay. As long as we do this, we will not compensate you for the delay, but if the delay is likely to be substantial you can contact our Customer Service Team to end the contract and receive a refund for any products you have paid for in advance, but not received.

10. Products can vary slightly from their pictures

A product’s true colour may not exactly match that shown on your device or its packaging may be slightly different.

11. If you are a consumer you have a legal right to change your mind

Your legal right to change your mind. For most of our products bought online, you have a legal right to change your mind about your purchase and receive a refund of what you paid for it, including the delivery costs. This is subject to some conditions, as set out below.

When you cannot change your mind. You cannot change your mind about an order for:

  • digital products, after you have started to download or stream these;
  • services, once these have been completed;
  • sealed audio or sealed video recordings or sealed computer software, once these products are unsealed after you receive them; and
  • goods that are made to your specifications or are clearly personalised.

The deadline for changing your mind. If you change your mind about a product you must let us know no later than 14 days after:

  • the day we deliver your product, if it is goods. If the goods are split into several deliveries over different days, the period runs from the day after the last delivery.
  • the day we confirm we have accepted your order, if it is for aservice.
  • the day we confirm we have accepted your order, if it is for digital content although you cannot change your mind about digital content once we have started providing it.

How to let us know. To let us know you want to change your mind, contact our Customer Service Team, fill in the online form or a print-out and post it to us.

You have to return the product at your own cost. If your product is goods, you have to return it (and any free gifts provided with it) to us within 14 days of your telling us you have changed your mind. Returns are at your own cost, unless we offer free returns when you bought the goods. You can send the product back to us, using an established delivery service. You should keep a receipt or other evidence from the delivery service that proves you have sent the product and when you sent it. If you do not do this and we do not receive the goods at all or within a reasonable time we will not refund you the price. For help with returns, contact us.

We only refund standard delivery costs. We do not refund any extra you have paid for express delivery or delivery at a particular time.

You have to pay for services you received before you change your mind. If you bought a service we do not refund you for the time you were receiving it before you told us you had changed your mind.

We reduce your refund if you have used or damaged a product. If you handle the product in a way which would not be acceptable in-store, we reduce your refund, to compensate us for its reduced value. For example, we reduce your refund if the product’s condition is not “as new”, price tags have been removed, the packaging is damaged or accessories are missing. In some cases, because of the way you have treated the product, no refund may be due. Our Customer Service Team can advise you on whether we are likely to reduce your refund.

When and how we refund you. If your product is a service, digital content or goods that have not been delivered or that we are collecting from you, we refund you as soon as possible and within 14 days of you telling us you have changed your mind. If your product is goods that you are sending back to us, we refund you within 14 days of receiving them back from you (or receiving evidence you have sent them to us). We refund you by the method you used for payment. We do not charge a fee for the refund.

12. You have rights if there is something wrong with your product

Return the product to us. If you think there is something wrong with your product, you must contact our Customer Service Team.

Your rights and remedies if you are a consumer. We honour our legal duty to provide you with products that are as described to you on our Site and that meet all the requirements imposed by law. Remember too that You have several options for resolving disputes with us.

Your rights if you are a business. We warrant that on delivery months from the date of delivery (warranty period), any products which are goods shall:

  • conform in all material respects with their description and any relevant specification;
  • be free from material defects in design, material and workmanship;
  • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
  • be fit for any purpose held out by us.

Your remedies if you are a business. Unless an exception applies (see Exceptions to business customers’ warranty) if:

  • you give us notice in writing within a reasonable time of discovery that a product does not comply with the business customer warranty (see Your rights if you are a consumer);
  • 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, replace the defective product or refund the price of the defective product in full and this will be your only remedy for breach of the warranty. These terms shall apply to any replacement products supplied by us.

Exceptions to business customers’ warranty. We will not be liable for a product’s failure to comply with the business customer warranty (see Your rights if you are a business) if:

  • you make any further use of such product after telling us it is non-compliant;
  • the defect arises because you failed to follow our oral or written instructions as to the storage, installation or use of the product or (if there are none) good trade practice;
  • the defect arises because we followed any drawing, design or specification supplied by you;
  • you alter or repair the product without our written consent; or
  • the defect arises because of fair wear and tear, wilful damage, negligence, or abnormal working conditions.

13. We can change products and these terms

Changes we can always make. We can always change a product:

  • to reflect changes in relevant laws and regulatory requirements;
  • to make minor technical adjustments and improvements, for example to address a security threat. These are changes that do not affect your use of the product; and
  • to update digital content, provided that the digital content always matches the description of it that we provided to you before you bought it. We might ask you to install these updates.

Changes we can only make if we give you notice and an option to terminate. If we make any other types of change to the product or these terms, we will notify you and you can then contact our Customer Service Team to end the contract before the change takes effect and receive a refund for any products you’ve paid for in advance, but will not receive:

14. We can suspend supply (and you have rights if we do)

We can suspend the supply of a product.

We do this 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 (see We can change products and these terms).

We let you know, may adjust the price and may allow you to terminate.

We contact you in advance to tell you we are suspending supply, unless the problem is urgent or an emergency. If we suspend the product we adjust the price so you do not pay for it while its suspended. If we suspend supply, or tell you we are going to suspend supply, you can contact our Customer Service Team to end the contract and we’ll refund any sums you’ve paid in advance for products you will not receive.

15. We can withdraw products

We can stop providing a product, such as an ongoing service or a subscription for digital content or goods. We let you know in advance and we refund any sums you have paid in advance for products which will not be provided.

16. We can end our contract with you

We can end our contract with you for a product and claim any compensation due to us (including enforcement costs) if:

  • you do not make any payment to us when it is due; or
  • you do not, within a reasonable time, allow us to deliver the product to you.