1. Interpretation

1.1 In these Conditions:

"Conditions" means the standard terms and conditions set out in this document as may be revised from time to time by the Provider and as notified in Writing by the Provider to the Subscriber at its absolute discretion; "Contract" means the contract for the provision of the Services entered into by the Subscriber in accordance with condition 2 of these Conditions; "Currency" means pounds sterling or such other currency as the Provider may reasonably specify; "Price" means the price of the Services as specified on the Site; "Provider" means Amazing Grades Limited (registered in England and Wales with company number 03887890) whose registered office is 19 Grey St, Newcastle upon Tyne NE1 6EE Tyne and Wear; "Services" means the Services offered by the Provider on the Site and to be provided by the Provider to the Subscriber as described in the Subscription; "Site" means the Provider's Site at www.amazing-grades.com; "Subscriber"means the person who subscribes with the Provider through the Site for the provision of Services and whose Subscription for the Services is received and accepted by the Provider; "Subscription" means the subscription request completed on the Site and transmitted to the Provider by e-mail; "Working Day" means any day of the week excluding Saturdays, Sundays and public holidays; "Writing" includes e-mail, telex, cable, facsimile transmission and comparable means of communication.

1.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.

1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

1.4 In these Conditions words importing the masculine gender only include the female and neuter genders and vice versa and words importing the singular number only include the plural and vice versa and references to persons shall include bodies corporate, unincorporated associations and partnerships.

1.5 Unless otherwise stated references to clauses and sub-clauses are references to clauses and sub-clauses of these Conditions.

2. Basis of Provision of Services

2.1 The Subscription constitutes an offer by the Subscriber to purchase the Services subject to these Conditions. The Provider shall acknowledge receipt of the Subscription without undue delay after receipt. The offer is accepted by the Provider and the Contract formed when the Provider performs the Services for the Subscriber having received payment in full of the Price.

2.2 These Conditions shall apply to the Contract to the exclusion of any other terms and conditions. The Subscriber signifies acceptance of these Conditions by way of its Subscription.

2.3 The Provider's employees or agents are not authorised to make any representations concerning the Services. In entering into the Contract the Subscriber acknowledges that it does not rely on any such representations.

2.4 Any advice or recommendation given by the Provider or its employees or agents to the Subscriber or its employees or agents as to the performance of the Services is followed or acted upon entirely at the Subscriber's own risk, and accordingly the Provider excludes its liability for any such advice or recommendation to the fullest extent permitted by law.

2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, confirmation of Subscription, invoice or other document or information issued by the Provider shall be subject to correction without any liability on the part of the Provider.

3. Written Confirmation

The Provider will confirm in Writing (which shall, where the Subscription is made by e-mail or online form, be deemed to include confirmation by e-mail, and the Subscriber, in placing a Subscription by e-mail, confirms its acceptance of confirmation by e-mail) before or during performance of the Services all such information as is required to be provided pursuant to the Consumer Protection (Distance Selling) Regulations 2000 ("the Regulations").

4. Specifications

4.1 The performance details of the Services shall, subject to these Conditions, be as specified in the Subscription.

4.2 The Subscriber shall be responsible to the Provider for ensuring the accuracy of the terms of any Subscription (including any applicable specification) submitted by the Subscriber, and for giving the Provider any necessary information relating to the Subscriber or the Services on request by the Provider within a sufficient time to enable the Provider to perform the Contract in accordance with its terms.

5. Availability

5.1 The Provider will make all reasonable efforts to ensure that the Services advertised are available.

5.2 If the Services are unavailable at the date of the Subscription the Provider shall contact the Subscriber to inform it of the unavailability of the Services and either:

5.2.1 with the Subscriber's consent perform the Services at a later date and notify the Subscriber of the new date for performance; or

5.2.2 inform the Subscriber that it cannot accept the Subscription and return any payment made, in which case the Provider shall have no further liability to the Subscriber.

6. Cooling Off Period

6.1 Where the Subscriber is a consumer within the meaning of the Regulations the Subscriber shall (subject to clauses 6.2 and 6.3) be entitled (by notice in Writing to the Provider) to cancel any Subscription for Services within 7 Working Days of the Contract being formed and such period shall be referred to in these Conditions as the "Cooling Off Period".

6.2 If performance of the Services has commenced prior to the end of the Cooling Off Period the Subscriber shall not be entitled to exercise its right under clause 6.1 to cancel in respect of such Services.

6.3 Where the Provider supplies the confirmation of the information specified in clause 3 during the performance of the Services, the Cooling Off Period will be extended to 7 Working Days beginning on the day after the date on which the Subscriber receives such confirmation.

7. Price

8. Terms of payment

8.1 The Subscriber shall pay the Price in the Currency by credit/debit facility at the time of placing the Subscription.

8.2 The Price is inclusive of any applicable value added tax or other similar tax.

8.3 Payment will be acknowledged by the Provider by provision of a receipt to the Subscriber by e-mail when payment is processed.

8.4 The Subscriber shall have no right of set-off whether statutory or otherwise.

9. Changes and Alterations

The Provider reserves the right to change or amend the contents of these Conditions at any time and for whatever reason and such changes and amendments shall be effective from the seventh Working Day that they are notified to the Subscriber by posting the changes and amendments on the Site.

10. Errors

10.1 The Provider undertakes to use its reasonable commercial endeavours to ensure that the details and specifications set out on the Site and in the on-line subscription form are correct but the Subscriber acknowledges that errors may occur.

10.2 Any typographical, clerical or other error or omission on the Site or any sales literature, quotation, price list, invoice or other document or information issued by the Provider shall be subject to correction without any liability on the part of the Provider.

10.3 If any error arises as to the Price prior to the Provider accepting the Subscription in accordance with clause 2.1, the Provider reserves the right to:

10.3.1 if the Services have been overpriced, contact the Subscriber as soon as reasonably practicable and reimburse the difference; or

10.3.2 if the Services have been underpriced, contact the Subscriber as soon as is reasonably practicable and invite the Subscriber to subscribe for the Services at the revised price and in the event that the Subscriber declines to subscribe at the revised price the Provider shall be entitled to refuse to accept the Subscriber's Subscription at the under-priced Price and shall reimburse the Price to the Subscriber and the Provider shall have no further liability to the Subscriber.

11. Warranties and Liability

11.1 The statutory rights of the Subscriber are not affected by these Conditions. Where any valid claim in respect of any of the Services or the performance of such Services or the failure in the performance of the Services is not notified to the Provider within 14 days of the performance of the Services the Provider shall refund to the Subscriber the Price (or a proportion of the Price), but the Provider shall have no further liability to the Subscriber except so far as is excluded by law.

11.2 Except in respect of death or personal injury caused by the Provider's negligence, the Provider shall not be liable to the Subscriber by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Provider, its employees or agents or otherwise) which arise out of or in connection with the performance of the Services, and in any event the entire liability of the Provider under or in connection with the Contract shall not exceed the Price.

11.3 In no circumstances shall the Provider be liable for any economic loss or damage suffered by the Subscriber howsoever caused which for the avoidance of doubt shall be taken as including any loss of profits, business revenue, business interruption, goodwill, anticipated saving, overhead and labour costs, loss of business information or any other pecuniary loss (even where the Provider has been advised of the possibility of such loss or damage).

11.4 No warranty is given as to the accuracy of any information on the Site, and the Provider reserves the right to modify or discontinue the Site at any time without liability to the Subscriber.

12. Intellectual Property Rights and Links

12.1 All copyright, trademarks and any other intellectual property rights (whether registered or unregistered) in any of the contents of the Site remain the property of the Provider. Any goodwill associated with those intellectual property rights shall accrue automatically to the Provider, as the case may be.

12.2 The Subscriber shall not copy, reproduce, transmit, distribute or commercially exploit the contents of the Site, other than to download the content on to one computer hard drive for the purpose of personal use only.

12.3 The Provider may provide links from the Site to other sites. The Provider is not responsible for the availability or content of any such Sites. The Subscriber agrees that the Provider will not be liable for any loss or damage whatsoever caused or alleged to be caused by or in connection with the Subscriber's use of any such sites.

13. Subscriber's Use of Site

13.1 The Subscriber will not use the Site for any illegal purpose and will use the Site in accordance with all relevant laws.

13.2 The Subscriber will not use the Site in such a way that the Site is damaged, interrupted or its functionality is reduced or impaired.

13.3 The Subscriber will not use the Site so as to infringe the rights of any person or body (including but not limited to rights of confidentiality or intellectual property rights).

14. Indemnity

The Subscriber will indemnify the Provider immediately on demand against all claims, liability, damages, costs and expenses arising out of any breach of these Conditions by the Subscriber or any other liabilities arising out of the Subscriber's use of the Site.

15. Customer Restrictions

15.1 The Provider welcomes guardians buying Amazing Grades on behalf of younger customers.

15.2 The holders of the credit or debit card used by the Subscriber will be fully liable for all sums charged by the Provider.

16. Force Majeure

Without prejudice to the generality of the foregoing conditions, the Provider shall not be liable for any loss or damage caused by the non-performance or delay in the performance of any of its obligations hereunder if the same is occasioned by any cause whatsoever which is beyond the Provider's control, including but not limited to acts of God, war, civil disturbance, terrorism, requisitioning import or export regulations, strike, lock out or trade dispute, difficulties in obtaining materials, breakdown and machinery fire, or accident. Should any such event occur the Provider may cancel or suspend the Contract without incurring any liability for any loss or damage thereby occasioned.

17. Contracts (Rights of Third Parties) Act 1999

Except as expressly provided in this Agreement, a person who is not a party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of the Contract provided that this does not affect any right or remedy of the third party which exists or is available apart from that Act.

18. Successors

This Contract shall be binding upon and enure for the benefit of the personal representatives or successors in title of the parties.

19. Entire Agreement

19.1 These Conditions contain the entire agreement and understanding of the parties in connection with the Contract.

19.2 In particular (but without prejudice to the generality of the other provisions of this clause) each party acknowledges to the other that it has not been induced to enter into the Contract nor relied upon any representation or warranty other than the representations and/or warranties expressly set forth in these Conditions. This acknowledgement shall not apply to any misrepresentations and/or breaches of warranty, which constitute fraud.

20. Variations

Subject to clause 9, no variation of these Conditions shall be valid unless it is in Writing and signed by or on behalf of each of the parties to the Contract.

21. Severability

If any term or provision in these Conditions shall be held to be illegal or unenforceable in whole or in part under any enactment or rule of law such term or provision or part shall to that extent be deemed not to form part of these Conditions but the validity and enforceability of the remainder of these Conditions shall not be affected.

22. Waiver and cumulative remedies

No failure to exercise or delay in exercising any right or remedy under these Conditions shall constitute a waiver thereof and no waiver by the Provider of any breach or non-fulfilment by the Subscriber of any provision of the Contract shall be deemed to be a waiver of any subsequent or other breach of that or any other provision hereof. No single or partial exercise of any right or remedy under these Conditions shall preclude or restrict the further exercise of any such right or remedy and the rights and remedies of the Provider provided in these Conditions are cumulative and not exclusive of any rights and remedies provided by law.

23. Governing Law

These Conditions and the Contract shall be governed by and construed in accordance with the laws of England and Wales. Each of the parties hereby irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.