Termes et ConditionsLast modified: 04 December 2022

1. About Us

Nagwa Limited is a company registered in England and Wales with company number 10069565, and with registered address York House, 41 Sheet Street, Windsor, Berkshire, United Kingdom, SL4 1DD.

2. Definitions

2.1 Any mention of “Nagwa” or “we” throughout this Agreement is in reference to Nagwa Limited as described above.

2.2 Our “Services” are defined as any and all services and products offered by Nagwa including (but not limited to) content and technology services, as well as web and mobile applications.

2.3 Any mention of “you” or “your” in this document refers to any person accessing or using the Services, including teachers, tutors, administrators, students, parents, or any other person with authorized access to the Services.

2.4 A “User” is defined in this document as any person authorized to use any of the Services.

2.5 An “Organization” refers to any institution (such as a school, university, or education authority) that purchases access to the Services and the people responsible for managing the use of the Services (such as teachers, tutors, admins, or assistants).

2.6 “User Data” refers to the personal data processed by Nagwa as a processor or sub-processor for, and on behalf of, the Organization for which you have purchased access to the Services, or the personal data processed by Nagwa as a data controller if you are an individual customer purchasing access for yourself or a child for whom you have parental responsibility.

2.7 “Data Protection Laws” (including implementing and supplemental legislation) refers to:

1. Directive 95/46/EC of the European Parliament and of the Council on the protection of individuals with regard to the processing of personal data and on the free movement of such data, prior to 25 May 2018,
2. The GDPR, i.e. Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing directive 95/46/EC.

2.8 “Security Incident” refers to a security breach resulting in the accidental or unlawful destruction, loss, modification, unauthorized disclosure of or access to User Data.

2.9 The terms “controller”, “personal data”, “processor”, “sub-processor”, “data subject”, and “processing” have the meanings defined by the Data Protection Laws.

3. Your Agreement With Nagwa

3.1 There exists a legally binding agreement (“Agreement”) as outlined in this document between a User and Nagwa that begins when the User first purchases access to any of the Services, that the User must comply with. By using any of our Services, the User agrees to the terms and conditions outlined in this document.

3.2 The Privacy Policy, that you and each of your Users must comply with, and that governs our use of any data belonging to any User can be found here: https://www.nagwa.com/en/privacy/.

3.3 The Agreement will apply every time you purchase access to any of the Services. No terms or conditions contained or referred to in any correspondence, order, or documentation submitted by you elsewhere or implied in any way will apply.

4. Access to Nagwa Services

4.1 If you purchase access to the Services on behalf of an Organization and its Users, you acknowledge that you are an authorized representative of the Organization with the authority to bind the Organization to this Agreement.

4.2 You are responsible for providing and maintaining all software, hardware, network availability, and internet connectivity necessary to use the Services.

5. Your Use of Nagwa Services

5.1 If you purchase access to the Services on behalf of an Organization or for multiple Users, you are responsible for ensuring that all these Users comply with the Agreement. You are also responsible for preventing unauthorized use of our Services by your Users.

5.2 If you believe there has been any security breach or other unauthorized use of the Services, you must immediately inform Nagwa by emailing [email protected].

5.3 If we have reasonable grounds to suspect that the Services are being used by you or any of your Users in any way that is not permitted in the Agreement, we may suspend and terminate you and your Users’ access to the Services and block access to all other Services. This will not affect any legal rights we may also have under this Agreement. If such an event occurs, we are not obligated to refund any fees you may have paid to us.

6. Intellectual Property Rights

6.1 Upon receiving your payment of the fees corresponding to the Service(s) you purchase, Nagwa will grant you a non-exclusive non-transferable license for the term of your Agreement (subject to Clause 6.3 below) to retrieve and display materials delivered as part of the Services (“Content”) on a digital device such as a smartphone or computer screen or print individual pages on paper and store these pages electronically for your Organization’s internal educational non-commercial purposes only. This license will allow access by only you, or, if you are purchasing for multiple Users on behalf of an Organization, all Users for whom you purchased access.

6.2 A User may use any Content that has been purchased for the User within the premises of the Organization and the User’s home either on individual electronic devices for internal educational non-commercial purposes only.

6.3 Except where permitted by any applicable law, Users must not (and when you are purchasing access to the Services for multiple Users, you must ensure they do not):

• Commercially exploit or take advantage in any way of any or all parts of the Services,
• Use the whole or any part of the Services and Content in any manner except as outlined in Clause 6.2,
• Download the whole or any part of the Content except as allowed by the Services,
• Modify, copy, reproduce, the whole or any part of the Services and Content, except as explicitly allowed by the Services,
• Disassemble, decompile, or reverse engineer the whole or any part of the Services,
• Redistribute any Content,
• Make the Content available to a third party in a way,
• Remove any trademark, copyright, or other notice on any of the Services,
• Use the website to send any chain emails, spam, or junk,
• Disrupt or interfere with the Nagwa website or any Services linked to it,
• Introduce any viruses or any other properties into the Nagwa website or any Services linked to it,
• Reveal their password to anyone else,
• Allow someone else to use their login information.

6.4 You acknowledge that any logos, brands, and product names used in the Services are trademarks and that you may not use them for any purpose.

7. Fees

7.1 You agree to pay us the fees (“Fees”) for the Service(s) you purchase, as outlined on the purchase pages for the Service(s) or in our invoice to you. You may choose to pay using a credit card, e-wallet, or cash aggregator. You may pay using other methods provided you have explicit prior written agreement from Nagwa.

7.2 Nagwa will only make the Services available to you once your payment has been received (or if you are using a credit card, your payment has been authorized).

7.3 In the event that you order any other Services from us, you agree to pay for these Services at the then-current rate. These Services will also be subject to this Agreement (as amended from time to time) or such other terms as we may provide from time to time.

7.4 If you are late with your payments to us, we may remove your access to all or part of the Services, as well as the access of your Users to all or part of the Services. We may also terminate any of your subscriptions and licenses with us.

7.5 We expressly reserve the right to increase any and all Fees from time to time with regards to any annual subscriptions or licenses.

7.6 Any right of deduction, withholding, or set off is hereby expressly excluded and all sums due from you shall be paid by you to us free from any deductions, withholdings, or set off of any kind.

8. Confidentiality

8.1 In the process of providing you with our Services, we will need to obtain confidential information from you, and provide you with confidential information. You agree to keep all such commercial, financial, and other confidential information obtained from us confidential. We also agree to keep all confidential information obtained from you confidential. Each party agrees to only reveal confidential information to those of its employees and subcontractors (and in the case of Nagwa, to its affiliate organizations) that need to know it in order to fulfill the terms of this Agreement. Each party shall use all reasonable endeavors to ensure that those employees, subcontractors, and agents comply with these restrictions.

9. Data Protection

9.1 This Data Protection clause, outlined in points 9.1 to 9.7, will not apply to you if you are an individual customer who has purchased access to the Services on your own behalf or on the behalf of a child for whom you have parental responsibility. If you are such a customer, please review our Privacy Policy for more information. If you are purchasing access or have purchased access on behalf of that Organization, then this clause will apply.

9.2.1 Subject to the immediately following paragraph, all parties of this Agreement acknowledge that:

1. For the purposes of this Agreement the Organization is, or shall be regarded as, a controller of User Data, and Nagwa is, or shall be regarded as, a processor of User Data,
2. The Organization will comply with its obligations as a controller under the Data Protection Laws and Nagwa will comply with its obligations as a processor set out in the Agreement.

9.2.2 The Organization instructs Nagwa and Nagwa agrees to process the User Data in order to supply the Services as set out in this Agreement.

9.3 Nagwa will not disclose any User Data in response to a request for access or disclosure from any third party without the Organization’s prior written consent, save where compelled to do so in accordance with applicable law, or as otherwise allowed under the Agreement.

9.4.1 You agree to immediately notify Nagwa of any unauthorized use of your account or password or any other breach of security pertaining to any User account connected to your Organization.

9.4.2 Nagwa shall take reasonable steps to remedy or mitigate any Security Incidents.

9.4.3 All costs associated with managing a Security Incident and fulfilling its obligations shall be borne by the Organization where the Security Incident occurs as a result of the Organization failing to perform its obligations under the Agreement, or where the Security Incident occurs as a result of the Organization’s Users failing to comply with the Agreement relating to any Services they have access to.

9.4.4 The Organization is solely responsible for its compliance with any laws regarding incident notification in relation to the Organization’s User Data and fulfilling any third-party notification obligations related to Security Incidents.

9.4.5 Nagwa’s notification of, or response to, a Security Incident under this clause will not be construed as an acknowledgement by Nagwa of any fault or liability with regard to that Security Incident.

9.4.6 You are responsible for installing and maintaining adequate security systems (included but not limited to anti-virus protection) on all devices that will be used to access the Services by you and all Users from your Organization. You are also responsible for the maintenance of the password and confidentiality of your Nagwa account, as well as the accounts of all other Users from your Organization.

9.5 The Organization authorizes Nagwa to engage third parties to process the Organization’s User Data provided that Nagwa imposes data protection terms to an equivalent standard as provided for under this Agreement.

9.6 The Organization agrees that Nagwa shall be entitled to transfer and process the Organization’s User Data within the European Economic Area. The Organization also consents to the transfer and/or processing of the Organization’s User Data outside the European Economic Area provided that the transfer is in accordance with one of the allowed mechanisms prescribed by the Data Protection Laws.

9.7 The Organization explicitly agrees that during and after the expiration of the Agreement, Nagwa may use and disclose for educational research, the development of products and services, or for any other related purposes, the Organization’s User Data from which features directly identifying any individual have been removed. Such de-identified data is not considered User Data.

10. Warranties

10.1 We warrant that we have full right and title to enter into the Agreement, and we will use reasonable skill and care in the performance of our obligations under your Agreement.

10.2 We do not give you or your Users any other warranties. All other warranties, terms, or representations having equivalent effect that may be implied by law are excluded to the extent permitted by law, including any warranties as to satisfactory quality or fitness for a particular purpose.

10.3 No representative of Nagwa is authorized to give or make any other representation, warranty, condition, or term. No representative of Nagwa can modify the warranties given in clause 10 in any way.

11. Limitation of Liability

11.1 Nagwa shall not be liable for any loss of data, loss of profit, or wasted management time whether caused by direct or indirect damage arising from the Agreement.

11.2 Nagwa shall not be liable for any special, indirect, consequential or incidental damages (including damages for loss of use) arising from the Agreement, in any way caused by your (or your Users’) use of (or inability to use) the Services, or from any action taken (or lack thereof) as a result of using the Services.

11.3 You acknowledge that we have no liability for any loss or damage suffered by you or your Users, or claim made against you or your Users as a result of any unauthorized access to the Services by breach by any of you, your Users, or other parties of the terms of your Agreement.

11.4 In the event and except for the circumstances outlined in clause 11.5, our liability to you in respect of any claim for breach of Agreement, negligence, or otherwise in relation to the Services shall be limited to the total Fees paid or payable to Nagwa by you during the 12 months preceding the cause of action.

11.5 Nothing will limit either party’s liability for death or personal injury caused by its negligence, or for fraud, fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under applicable law. Clauses 11.1 through 11.4 shall not apply in these circumstances.

11.6 You must promptly inform Nagwa in the event of any claim by a third party received by you in relation to the Services and you must comply with Nagwa’s reasonable requests in relation to such claim.

12. Termination and Cancellation

12.1 Your Agreement, and any subscriptions, commence on the day that we accept your order for our Services, and continue from that date for a period indicated on the Service(s) purchased by you. You will receive confirmation of your order in the form of access to our Services. The Agreement will automatically be terminated at the end of the subscription period.

12.2 It is the sole responsibility of you as the individual that has purchased access to the Services either on your own behalf or on behalf of an Organization to request renewal of any Services that do not automatically renew in order to maintain continued access to the Services.

12.3 Either party (you or us) can terminate this Agreement by notifying the other in writing if the other materially breaches any of the terms of this Agreement and fails to rectify such a breach (if capable of rectifying) within 14 calendar days of the notice of the breach.

12.4 We may terminate the Agreement immediately if we believe that there has been, or there is a breach of security, or if you or your Users fail to comply with the terms of the Agreement.

12.5 We may terminate your Agreement upon giving you 30 calendar days’ notice (or less where we have a business requirement) if we discontinue the Services. In such a scenario we may offer you a replacement product, or a pro rata refund for the remainder of any subscription period.

12.6 Upon expiration or termination of the Agreement, Nagwa will retain your Organization’s User Data for 30 calendar days, after which we may delete some or all of this data.

12.7 Upon expiration or termination of the Agreement, your license to use, and access to, the Services will terminate. You and your Users must delete any Content that you or they may have downloaded from all servers or devices it may have been downloaded to. The provisions of clauses 6, 8, 9, 10, 11, 12, 14, and 15 will survive beyond any termination or expiration of your Agreement.

13. Changes and Updates

13.1 We reserve the right, at our sole discretion, to make changes to any parts or the whole of the Services, provided that the changes do not materially reduce the Content or the functionality of the relevant parts of our Services beyond a specified “outage time”, of which Nagwa will inform you or your Organization in advance.

13.2 If we replace any of the Services you have purchased access to with a different service or product during the time that your Agreement is in effect, we will give you at least 10 calendar days’ notice and allow you to terminate the Agreement. If you choose not to terminate, we may migrate you to the replacement product or service for the remainder of your term without additional charge.

13.3 Nagwa reserves the right to vary the terms of your Agreement on 30 calendar days’ notice. Upon expiration of the period stated in the notice, the varied terms shall apply. You may terminate the updated agreement on a further 30 calendar days’ notice.

14. Content Submission

14.1 Some of the Services may facilitate the uploading of suitable educational content (“User Submission”) to the Services by certain Users (such as teachers and tutors). The Services may also have a functionality that allows the Users to share their User Submissions with other Users from their Organization. When a User uploads any User Submission to the Services, they grant us a non-exclusive irrevocable license to modify the User Submission (for technical purposes, such as for ensuring the content is viewable on different devices) as well as display, perform, and distribute the User Submission for the sole purpose of displaying it to other Users in their Organization. Please note that this is a license only, and the uploading User’s ownership is not affected. Users should only upload content which they have the legal right to upload.

14.2 Any User uploading User Submissions grants us the right to reasonably moderate and remove any User Submissions from the Services that are in violation of the terms of this Agreement or is deemed inappropriate. Please note that Nagwa’s removal of any User Submissions from the Services does not absolve the uploading User of any responsibility under this Agreement. You are still responsible for ensuring that all User Submissions uploaded to the Services by you or Users from your Organization are in compliance with the Agreement.

14.3 Any User uploading User Submissions to the Services retains all other rights to their User Submissions. In particular, we will not use, modify, or exploit any User Submissions for any purpose other than to display to the uploading User and other Users in their Organization and for the purposes of reasonable content moderation. The copies of such User Submissions uploaded to our Services can only be used within the parameters of functionalities available in the Services to which you have purchased access to, and the Agreement.

15. General and Miscellaneous

15.1 Neither party will be liable for any failure or delay in performing their respective obligations under this Agreement to the extent that the failure or delay is the result of any cause or circumstance beyond either party’s reasonable control including but not limited to fire, war, riot, crime, epidemic, act of God, power outage, internet failure, security breach, and “Force Majeure”. We may terminate the Agreement and discontinue any Services in the event of a Force Majeure.

15.2 You may not assign or transfer your rights or obligations under your Agreement without our prior express written consent. We may at any time assign or transfer our rights and obligations under your Agreement to any third party.

15.3 This Agreement (including the Privacy Policy) represents the entire agreement between you and Nagwa in relation to its subject matter. You acknowledge that you have not relied upon any statement or representation not recorded in this Agreement inducing you to enter into it, but this does not exclude the liability of either party for any pre-contractual statements or representations made fraudulently.

15.4 If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions of this Agreement which shall remain in full force and effect.

15.5 Failure by either you or Nagwa to exercise any right or remedy under this Agreement does not constitute a waiver of that right or remedy.

15.6 The relationship between the parties established in the Agreement is that of independent contractors, and not employment, partnership franchise, joint venture, or any other such relationship. Each of the parties shall conduct its respective business at its own initiative, responsibility, and expense, and shall have no authority to incur any obligations on behalf of the other party to the Agreement.

15.7 Any notice to be given under this Agreement to either party may be served by the other party either by first class post to such party at the address set out in the Agreement, or by email to such address as that party may notify from time to time. Any notice served by post shall be deemed to have been served on the first working day following the date of posting. Any notice sent by email shall be deemed to have been duly sent on the date of transmission if a confirmation of receipt has been received.

15.8 Any person who is not a party to your Agreement shall have no rights under the Agreements (Rights of Third Parties) Act 1999 to enforce any of its terms.

15.9 Your Agreement will be governed by and construed in accordance with English law without regard to its conflict of laws. You agree that the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with your Agreement or the legal relationship established by it, and for those purposes irrevocably submit all disputes to the jurisdiction of the English courts. However, Nagwa may also begin an action against you in the courts of your place of residence.

15.10 Any reference to any legislative provision shall be deemed to include any subsequent re-enactment or amending provision.