Terms and Conditions

These terms and conditions constitute a legal agreement (“Contract”) between you (“User” or “you”) and Linguaphone Group Limited of 3rd Floor CI Tower, St. George’s Square, New Malden KT3 4HG, United Kingdom (“LGL”, “us” or “we”) for your use of the services connected to our Direct English Live online portal, its content and related computer software, any related app, the data supplied with such software or app, and any associated media (“DE Live”).

IMPORTANT NOTICE TO ALL USERS:

PLEASE READ THE TERMS OF THIS CONTACT CAREFULLY BEFORE YOU SUBMIT YOUR ORDER. BY CLICKING “AGREE AND CONTINUE" TO THE TERMS AND CONDITIONS OF SALE BEFORE PLACING AN ORDER, YOU ARE CONFIRMING THAT YOU AGREE TO BE BOUND BY THIS CONTRACT.
IF YOU DO NOT ACCEPT AND AGREE WITH THESE TERMS, YOU HAVE NO RIGHT TO ORDER DE LIVE AND MUST NOT DOWNLOAD THE SOFTWARE AND THE APP AND USE DE LIVE.
IN PARTICULAR, YOU EXPRESSILY AGREE THE LIMITATIONS ON LIABILITY IN CLAUSE 10.

You should download and print a copy of this Contract for future reference.

FORMATION OF THE CONTRACT

1.1 Once you have selected the services you need on our website https://www.directenglishlive.com you will submit an order by which you confirm that you are at least 18 years of age to both purchase and participate in the course.

1.2 Once the payment processor send us the authorisation to collect the payment for DE Live, we will email you the confirmation of your order, together with a copy of this Contract and the related privacy notice.

1.3 The order confirmation confirms LGL’s acceptance of your order and the Contract is then formed and become legally binding.

1.4 In addition to this Contract, if you use DE Live for personal purposes as a consumer (i.e. unrelated to any business, commercial, craft or professional activity) then you may be entitled to additional consumer protections and rights under applicable law (“Consumer”).

1.5 To use the DE Live services, you must have, at your own expense, a device connected to the internet. We use our reasonable endeavors to ensure DE Live is available to you. However, owing to the nature of the internet, we cannot guarantee that DE Live or the websites to which it is linked or through which it is accessed will be available to you. You should ensure that you have appropriate protection against viruses and other malware and other security arrangements in place whilst using the internet and DE Live.

DURATION, TERMINATION AND SUSPENSION

2.1 For our 2-month or 6-month courses, unless cancelled earlier in accordance with this Contract, the Contract will terminate once all DE Live services placed in your order have been provided in full, at which point the obligations set out in the Contract shall cease. In the event that you fail to attend one or more planned lessons as part of the Contract, we shall be entitled to assume you no longer wish to receive DE Live and we reserve the right, exercisable at our discretion, to terminate the Contract on provision of simple notice to you (or such other notice as may be required under applicable law), without any right to reimbursement.

2.2 For members of our conversation club subscription, your subscription will continue until you provide a written 30 days notice to terminate your subscription, and not before the minimum 3-month term. This does not apply to members on the cancel anytime subscription.

2.3 We may terminate this Contract for conversation club subscription members if it is determined you have not provided a true assessment of your English language capabilities and are therefore unable to participate in the conversation classes. In this instance we will provide a full refund which will be reimbursed within 14 days.

2.4 We cannot and do not guarantee full availability of DE Live at all times. DE Live may be unavailable for reasons beyond our control or due to any reasonable requirement for us to suspend part or all of the DE Live services. We will have no liability to you should this be the case. Your contractual rights will cease in case of interruption of DE Live services and consequently you will not have any further access to the online portal and/or App.

2.5 We may terminate this Contract immediately by written notice to you if you commit a material or persistent breach of these terms and conditions which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so. In the event of any such breach, without limiting our rights above, we shall also be entitled to suspend all access by you to DE Live forthwith on notice to you until such time as all breaches are remedied to our reasonable satisfaction (if remediable), without any liability to you of any kind.

2.6 We may amend, replace or discontinue any part of the DE Live services at any time. In the event of a total discontinuation of the DE Live services as a whole, we will use reasonable endeavours to give you a minimum of 60 days’ prior notice of the same and shall notify you of any replacement services we intend to implement.

2.7 Upon termination for any reason:

(a) all rights granted to you under this Contract shall cease;

(b) you must immediately cease all activities authorised by this Contract;

(c) you must immediately delete or remove any software made available to you via, or forming part of, DE Live from all computer equipment and devices in your possession;

(d) we are entitled to cancel your account and consequently you will not have any further access to the online portal and/or App.

2.8 Without prejudice to the provisions regarding the termination described above, LGL reserves the right to suspend the DE Live services forthwith in the event that you fail to make payment of any sum when the same is due for payment to us.

PAYMENT

3.1 All prices are displayed on the DE Live website. All prices quoted include applicable taxes and charges incurred by LGL for use of debit or credit cards unless otherwise stated. You may incur additional charges for the use of debit or credit cards from your provider and such charges are in addition to the advertised price. Prices may change from time to time, but this will not affect any order which has been confirmed by an order confirmation issued by us.

3,2 Payment can be made by credit or debit card (or any other payment method displayed on the DE Live website) as explained in the order process. In all cases LGL treats payment as confirmation that you are the person authorised to use such credit card or debit card and that you are over the age of 18 years.

3.3 Payments by credit or debit card are usually processed immediately via the payment processor over a secure link. No card details are held by LGL.

3.4 For the avoidance of doubt, unless we have agreed instalment plans, until you have paid for your use of DE Live in full, you shall have no right to access the relevant services and LGL may prevent you from accessing all or any part of DE Live without liability to you, save to the minimum extent required by applicable law.

CANCELLATION BY LGL

4.1 LGL may cancel the Contract by giving you notice in writing (whether by email or otherwise) for any reason at any time prior to the start of the DE Live services without liability to you. If LGL cancels the Contract pursuant to this clause it will refund the price paid by you for the relevant service.

CANCELLATION BY YOU

5.1 If you are a Consumer on our 2-month or 6-month courses, you have a legal right to cancel the Contract for any reason (including if you change your mind) within 14 days from the order placement confirmation, “Cancellation Period”. In the event of such cancellation within the Cancellation Period, we will issue a refund to the same payment details you used to place your order, less the value of any services used by you from the date of your order confirmation up to the date of your cancellation, if applicable.

5.2 The Cancellation Period will end at midnight on the fourteenth day after placing the order.

5.3 To exercise the right to cancel, you must inform the LGL of your decision to cancel the Contract by a clear statement within 14 (fourteen) days from the order confirmation through our website.

5.4 If you exercise the cancellation right, you shall have no right to access the relevant services and LGL may prevent you from accessing all or any part of DE Live without liability to you.

5.5 Digital content provided as part of DE Live pursuant to the Contract may not be downloaded by you until after the Cancellation Period has expired. [In the event that you download such content prior to the expiry of the Cancellation Period, you hereby consent and agree that you will lose your right to cancel your order for the same.]

USE OF DE LIVE

6.1 In order to proceed to your request of DE Live services you will need to complete a form with your data and register on our online learning platform. You will need to choose a username and password that shall be required any time you access to DE Live.

6.2 Once your payment is authorised, we will provide you with details of how you can access your DE Live account either as part of the order confirmation or separately by email or other electronic notification.

6.3 We only make DE Live available for domestic and private use. You agree not to use DE Live for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. Similarly, we exclude all liability for indirect and consequential losses you may suffer however arising in connection with DE Live, this Contract or anything connected with the same.

6.4 Any key code or other access code is personal to you, cannot be transferred and will expire 6 months from issue unless the order process states otherwise. You must ensure the same is kept confidential and secure and must not disclose or share it with anyone else.

DE LIVE LICENSE

7.1 Subject to this Contract and in consideration of you agreeing to abide by the terms of it, we hereby grant to you a personal, non-exclusive, non-transferable licence to use DE Live on the terms of this Contract (“License”).

7.2 To the extent reasonably necessary for your language learning requirements as part of any Direct English learning programme, you may for your own personal, non-commercial use only, retrieve, display and view any content made available to you via DE Live on a computer screen and print copies of extracts of such content for personal use only and not for redistribution to any third party. You must not otherwise reproduce, modify, copy, distribute or use for commercial purposes any content or any part thereof without our written permission.

RESTRICTION TO THE LICENSE

8.1 Except as expressly set out and permitted by the Contract, you undertake:

a) not to copy any element of DE Live nor to rent, lease, sub-license, loan, share, distribute, translate, merge, adapt, vary or modify any element of DE Live;
b) not to make alterations to, or modifications of, the whole or any part of DE Live, nor permit DE Live or any part of it to be combined with, or become incorporated in, any other programs;
c) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of any software forming part of DE Live nor attempt to do any such thing except to the extent that (by virtue of any applicable copyright or other intellectual property law which cannot be excluded) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of such software with another software program, and provided that the information obtained by you during such activities:
i) is limited to the parts of the software necessary for the inter-operability;
ii) is used only for the purpose of achieving inter-operability of such software with another software program; and

iii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and

iv) is not used to create any software which is substantially similar to such software;
d) to keep any permitted copies of any element of DE Live secure;
e) to include our copyright notice on all entire and partial copies you make of any element of DE Live on any medium;
f) not to share, disclose or permit the sharing, disclosure or use of your unique password or access code with, to or by any third party at any time. Without limiting the foregoing, you shall ensure that your unique password and any access code is not stored on any computer or device used by you such that any other user of that computer or device could or would be able to use or access your password or code;
g) to ensure that your unique password and any access code is only used on one computer or device by you at any one time;
h) to notify us immediately if you are aware or suspect that your password or access code is no longer secure and/or that third parties may have or have had access to the same and/or any other security breaches involving their devices may have or have had occurred (e.g. loss of the device without adequate measures to prevent use of your password or access code).

SECTION 8 - THIRD-PARTY LINKS

8.1 Except as expressly set out by the Contract, you undertake:

(a) not to copy any element of DE Live nor to rent, lease, sub-license, loan, share, distribute, translate, merge, adapt, vary or modify any element of DE Live;

(b) not to make alterations to, or modifications of, the whole or any part of DE Live, nor permit DE Live or any part of it to be combined with, or become incorporated in, any other programs;

(c) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of any software forming part of DE Live nor attempt to do any such thing except to the extent that (by virtue of section 64 quarter of Law No. 633/1941 – Italian Copyright Law) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of such software with another software program, and provided that the information obtained by you during such activities:

(i) is limited to the parts of the software necessary for the inter-operability;

(ii) is used only for the purpose of achieving inter-operability of such software with another software program; and

(iii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and

(iv) is not used to create any software which is substantially similar to such software;

(d) to keep any permitted copies of any element of DE Live secure;

(e) to include our copyright notice on all entire and partial copies you make of any element of DE Live on any medium;

(f) not to share, disclose or permit the sharing, disclosure or use of your unique password by any third party at any time. Without limiting the foregoing, you shall ensure that your unique password is not stored on any computer or device used by you such that any other user of that computer or device could or would be able to use or access your password;

(g) to ensure that your unique password is only used on one computer or device by you at any one time;

(h) to notify us immediately if you are aware or suspect that your password is no longer secure and/or that third parties may have or have had access to the same and/or any other security breaches involving their devices may have or have had occurred (e.g. loss of the device without adequate measures to prevent use of your password).

8.2 If you breach even one of the undertakings under section 8.1 above, you undertake to indemnify and hold DE Live harmless, for the maximum term provided for by applicable law, from any detrimental consequences (including damage and damages claims) that arise directly or indirectly from third-party claims (including those of other users or the authorities) by reason of, or in any case connected with, the breach.

Certain content, products and services available via our Service may include materials from third-parties.

INTELLECTUAL PROPERTY RIGHTS

9.1 You acknowledge that all intellectual property rights in all elements of DE Live anywhere in the world belong to us, that rights in the same are licensed (not sold) to you, and that you have no rights in, or to, any element of DE Live other than the right to use them in accordance with the terms of this Contract.

9.2 You acknowledge that you have no right to have access to any software provided to you or which you may access via DE Live in source code form.

9.3 If you are a consumer, this warranty is in addition to your legal rights in relation to Software that is faulty or not as described.

LIMITATION OF LIABILITY

10.1 You acknowledge that DE Live has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of DE Live meet your requirements.

10.2 Nothing in this Contract shall limit or exclude our liability for:

(a) death or personal injury resulting from our negligence;

(b) fraud or fraudulent misrepresentation; or

COMMUNICATION BETWEEN US

11.1 If you wish to contact us in writing, or if any condition in this Contract requires you to give us notice in writing, you can send this to us by e-mail or by pre-paid post to Linguaphone Group Limited at 3^rd Floor CI Tower, St. George’s Square, New Malden KT3 4HG, United Kingdom or customercare@directenglishlive.com. We will confirm receipt of this by contacting you in writing, normally by e-mail.

11.2 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us.

EVENTS OUTSIDE OUR CONTROL

12.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Contract that is caused by any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.

12.3 If such an event takes place that affects the performance of our obligations under this Licence:

(a) our obligations under this Contract will be suspended and the time for performance of our obligations will be extended for the duration of the event in question and its effect on us; and

(b) we will use our reasonable endeavours to find a solution by which our obligations under this Contract may be performed despite the event.

OTHER IMPORTANT TERMS

13.1 We may transfer our rights and obligations under this Contract to another organisation, but this will not affect your rights or our obligations under this Contract.

13.2 You may only transfer your rights or your obligations under this Contract to another person if we agree in writing.

13.3 If we fail to insist that you perform any of your obligations under this Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

13.4 Each of the terms and conditions of this Contract operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, such term/condition shall be severed from the Contract and the remaining terms and conditions will remain in full force and effect.

13.5 These terms and conditions along with the documents referred to herein contain the whole agreement between you and us relating to the Contract and its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation thereto. You accept and acknowledge that, in entering into this Contract, you have not relied on and do not rely on any undertaking, promise, assurance, statement, representation or understanding (whether in writing or not) of any person (whether a party to such terms and conditions and/or Contract or not) relating to the subject matter of this Contract.

13.6 Please note that this Contract, its subject matter and its formation, are governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction. To the extent the same applies to you, Consumers within the EU can find all necessary information for online dispute resolution mechanisms (ODR) at:

https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.chooseLanguage.

Last updated: 30/11/2022