Academic Terms & Conditions

Effective Date 27th June 2019

Academic Terms and Conditions of use

1. Introduction

1.1    These terms and conditions shall govern your use of The Yella Umbrella  services website for academic, research, and/or non-profit organizations, including colleges and universities.

1.2    By using our website, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use our website.

1.3    You will have to register your organization with our website, at which time you will expressly agree to these terms and conditions.

1.4    You must be at least 18 years of age to use our website; by using our website or agreeing to these terms and conditions, you warrant and represent to us that you are at least 18 years of age.

1.5    You must belong to an academic, higher learning, research, or non-profit organization to use our website under these terms and conditions. These terms and conditions and use of our website is not offered to individuals at this time.

1.5    By using our website and agreeing to these terms and conditions, you consent to our use of website cookies in accordance with the terms of our privacy and cookies policy available on the website.

2. Copyright Notice

2.1    Copyright © 2019 Yella BVBA.

2.2    Subject to the express provisions of these terms and conditions:

(a)    we, together with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website; and

(b)    all the copyright and other intellectual property rights in our website and the material on our website are reserved.

3. License to Use

3.1    You may:

(a)    view pages from our website in a web browser;

(b)    download pages from our website for caching in a web browser;

(c)     print pages from our website;

(d)    stream audio and video files from our website;

(e)    use our website services by means of a web browser, and/or

(f)     upload your data to be processed, analyzed, or tested by any software, tools, API’s, platforms or other services made available to you through us or our partners,

subject to the other provisions of these terms and conditions.

3.2    Except as expressly permitted by the other provisions of these terms and conditions, you must not download any material from our website or save any such material to your computer.

3.3    You may only use our website and products made available through our website for your own academic, internal research, testing or non-profit purposes as agreed to with us in writing, and you must not use our website for any other purposes whatsoever, including any commercial purpose whatsoever. This would include the providing of any services or products resulting from use of our website to any outside third party for which they would normally have to procure commercially.

3.4    Except as expressly permitted by these terms and conditions, you must not edit or otherwise modify any material on our website.

3.5    You warrant and covenant that you will not, without the express written consent of Yella Umbrella (and/or its partners):

(a)    republish material from our website (including republication on another website);

(b)    publish any academic, research, or other publications that references the tools made available to you on this site, or the results you received from the use of tools available on this site, without proper credit to us and/or our relevant partners, and/or without our written review and approval of such published material;

(c)     sell, rent or sub-license material from our website;

(d)    show any material from our website in public;

(e)    exploit material from our website for a commercial purpose;

(f)     redistribute material from our website;

(g)    load, process or provide data on or onto our website, or on or onto the products and services provided by this website, that you do not have a legal right to use, or that through its use might result in a claim of infringement, copyright violation, misappropriation, or a violation of the intellectual property rights of a third party; or

(h)    load any confidential or PCI (Payment Card Industry) information, including addresses, social security numbers, or other sensitive or confidential personal information.

3.6    We reserve the right to restrict reference to us and/or our partners within any publications that you wish to make. In the event that Yella Umbrella or its partners wish to restrict direct reference, we will work with the publisher to accommodate their requests to the maximum extent possible.

3.7    We reserve the right to restrict access to areas of our website, or indeed our whole website, at our discretion; you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our website.

4. Acceptable use

4.1    You must not:

(a)    use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability or accessibility of the website;

(b)    use our website in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

(c)     use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;

(d)    conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent;

(e)    access or otherwise interact with our website using any robot, spider or other automated means, except for the purpose of search engine indexing, unless agreed in writing with us;

(f)     use data collected from our website for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing).

(g)    attempt to decompile, copy, or reverse engineer the code and data files that make up or are used by the  website, its processes or associated APIs.

(h)    interface to or attempt to automate the use of the website, any products or services made available to you by the  website, except as explicitly provided for by Yella Umbrella.

4.2    You must not use data collected from our website to contact individuals, companies or other persons or entities.

4.3    You must ensure that all the information you supply to us through our website, or in relation to our website, is true, accurate, current, complete and non-misleading to the best of your knowledge and ability.

5. Organizational Use

5.1    When agreeing to these terms on behalf of an educational (college or university), non-profit, or (non-commercial) research organization, you are expressly agreeing to bind:

(a)    the college, university,  or other legal organization or entity that will be utilizing the website and benefitting from it,

(b)    the employees, teachers, professors, researchers, and other representatives of the organization or entity, and

(c)     the students, consultants, researchers, or other members of the organization or entity.

As such, the organization or entity that agrees to the terms and conditions within this Agreement shall covenant and represent that it has legally and contractually passed these terms and conditions on to these other parties, and that they will be legally responsible for any use or misuse or damage caused by these parties.

5.2    In addition, the organization or entity agrees that it will name and provide the contact information to Yella Umbrella or its third party partners for a single point of contact that will be authorized to act on behalf of the organization, and to assist in the enforcement of these terms and conditions, and assist with the review of publications by parties or individuals within that organization that might reference the use of the website, or the use of the products or services provided on the website.  This authorized contract person for each entity or organization will be responsible for notification of publications that require review and approval by Yella Umbrella and/or its third party partners prior to their official public release.

5.3    As part of the terms and conditions of this agreement, Yella Umbrella and its third party partners agree to set up a “frequently asked questions” (FAQ) section of the website that is associated with its products and services; as well as to arrange for a Q&A forum to assist with questions from authorized users.

6. Registration and accounts

6.1    To use our website, you must become an “Authorized User” of our site, according to the terms and conditions of this agreement.

6.2    You or your organization must register for an account with our website by completing and submitting the account registration form on our website, and clicking on the verification link in the email that the website will send to you.

6.3    You must not allow any other unauthorized person to use your account to access the website, or to utilize the products and services made available to you on the website.

6.4    You must notify us in writing immediately if you become aware of any unauthorised use of your account.

6.5    You must not use any other person’s account to access the website.

7. User login details

7.1    If you register for an account with our website, you will be asked to choose a user ID and password.

7.2    Your user ID must not be liable to mislead and must comply with the content rules set out in Section 13; you must not use your account or user ID for or in connection with the impersonation of any person.

7.3    You must keep your password confidential.

7.4    You must notify us in writing immediately if you become aware of any disclosure of your password.

7.5    You are responsible for any activity on our website arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure.

8. Cancellation and suspension of account

8.1    We may:

(a)    suspend your account;

(b)    cancel your account; and/or

(c)     edit your account details,

at any time at our sole discretion without notice or explanation, providing that if we cancel any services you have paid for and you have not breached these terms and conditions, we will refund to you a pro rata amount of your payment, such amount to be calculated by us using any reasonable methodology.

8.2    You may cancel your account on our website using your account control panel on the website. You will not be entitled to any refund if you cancel your account in accordance with this Section 8.2.

10. Fees

10.1  Any fees required in respect to our website services will be as set out on the website from time to time:

(a) fees for services performed exclusively by us will be listed as a fee for performing a defined unit of functionality set out as part of the price description

(b)  fees for services performed by third parties as part of a Process performed via our website will be listed according to the suppliers pricing information. We will use our best endeavors to keep this pricing information current but do not warrant its accuracy. All third-party fees listed include a handling fee, currently 15% and subject to change. We will charge you the third party fees incurred in addition to our own fees and will itemize these on the invoice.

(c) if you provide us access to third party services for use in conjunction with our web services using accounts in your name and paid for by you then there will be no additional fees for the use of these services.

10.2  All amounts stated in these terms and conditions or on our website are stated exclusive of VAT.

10.3  You must pay to us the fees in respect of our website services in advance, in cleared funds, in accordance with any instructions on our website unless we have agreed credit terms with you.

10.4  We may vary fees from time to time by posting new fees on our website, but this will not affect fees for services that have been previously paid.

10.5  If you dispute any payment made to us, you must contact us immediately and provide full details of your claim.

10.6  If you make an unjustified credit card, debit card or other charge-back then you will be liable to pay us, within 7 days following the date of our written request:

(a)    an amount equal to the amount of the charge-back;

(b)    all third party expenses incurred by us in relation to the charge-back (including charges made by our or your bank or payment processor or card issuer);

(c)     an administration fee of GBP 25.00 including VAT; and

(d)    all our reasonable costs, losses and expenses incurred in recovering the amounts referred to in this Section 10.6 (including without limitation legal fees and debt collection fees),

and for the avoidance of doubt, if you fail to recognise or fail to remember the source of an entry on your card statement or other financial statement, and make a charge-back as a result, this will constitute an unjustified charge-back for the purposes of this Section 10.6.

10.7  If you owe us any amount under or relating to these terms and conditions, we may suspend or withdraw the provision of services to you.

10.8  We may at any time set off any amount that you owe to us against any amount that we owe to you, by sending you written notice of the set-off.

12. Your Content: licence

12.1  In these terms and conditions, your “Content” means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our website or via our website for storage or publication on, processing by, or transmission via, our website.

12.2  Your Content remains your property at all times. You grant to us only a non-exclusive, worldwide, perpetual, irrevocable royalty-free licence to anonymize, and then store, utilize, process, sell, display, incorporate and/or distribute your Content under the terms of this agreement for use in the products or services utilized on our website. The products or services that are offered on our website may be adapted, modified, or used to create derivative works involving your anonymized Content and may be sold or sublicensed to others.

12.3  You warrant and represent, through your use of the website and the products and/or services made available there, that you have a legal right to utilize the data and/or content that you are inputting to the website or through the products and/or services made available to the website, and that use of this data will not result in any claims of infringement, copyright violation, misappropriation or violation of the intellectual property rights of any third party.

12.4  You may edit your Content to the extent permitted using the editing functionality made available on our website.

13. Your Content: rules

13.1  You warrant and represent that your Content will comply with these terms and conditions.

13.2  Your Content must not be illegal or unlawful, must not infringe any person’s legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

13.3  Your Content, and the processing of your Content by us in accordance with these terms and conditions, must not:

(a)    be libellous or maliciously false;

(b)    be obscene or indecent;

(c)     infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;

(d)    infringe any right of confidence, right of privacy or right under data protection legislation;

(e)    constitute negligent advice or contain any negligent statement;

(f)     constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;

(g)    be in contempt of any court, or in breach of any court order;

(h)    be in breach of racial or religious hatred or discrimination legislation;

(i)     be blasphemous;

(j)     be in breach of official secrets legislation;

(k)    be in breach of any contractual obligation owed to any person;

(l)     consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;

(m)   constitute spam;

(n)    be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory.

14. Report abuse

14.1  If you learn of any unlawful material or activity on our website, or any material or activity that breaches these terms and conditions, please let us know.

14.2  You can let us know about any such material or activity by email.

15. Limited warranties

15.1  We do not warrant or represent:

(a)    the completeness or accuracy of the information published on our website;

(b)    that the material on the website is up to date; or

(c)     that the website or any service on the website will remain available.

15.2  We reserve the right to discontinue or alter any or all of our website services, and to stop publishing our website, at any time at our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website services, or if we stop publishing the website.

15.3  To the maximum extent permitted by applicable law and subject to Section 16.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our website and the use of our website.

16. Limitations and exclusions of liability

16.1  Nothing in these terms and conditions will:

(a)    limit or exclude any liability for death or personal injury resulting from negligence;

(b)    limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)     limit any liabilities in any way that is not permitted under applicable law; or

(d)    exclude any liabilities that may not be excluded under applicable law,

and, if you are a consumer, your statutory rights will not be excluded or limited by these terms and conditions, except to the extent permitted by law.

16.2  The limitations and exclusions of liability set out in this Section 16 and elsewhere in these terms and conditions:

(a)    are subject to Section 16.1; and

(b)    govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.

16.3  To the extent that our website and the information and services on our website are provided free of charge, or using credit provided free of charge, we will not be liable for any loss or damage of any nature.

16.4  We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

16.5  We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

16.6  We will not be liable to you in respect of any loss or corruption of any data, database or software.

16.7  We will not be liable to you in respect of any special, indirect or consequential loss or damage.

16.8  You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

16.9  Our aggregate liability to you in respect of any contract to provide services to you under these terms and conditions shall not exceed the greater of:

(a)    £100; and

(b)    the total amount paid and payable to us under the contract in the previous 12 months for the specific service in question.

17. Indemnity

17.1  You hereby indemnify us, and undertake to keep us indemnified, against any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your use of our website or any breach by you of any provision of these terms and conditions, for any reason whatsoever.

18. Breaches of these terms and conditions

18.1  Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:

(a)    send you one or more formal warnings;

(b)    temporarily suspend your access to our website;

(c)     permanently prohibit you from accessing our website;

(d)    block computers using your IP address from accessing our website;

(e)    commence legal action against you, whether for breach of contract or otherwise; and/or

(f)     suspend or delete your account on our website.

18.2  Where we suspend or prohibit or block your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).

19. Third party websites

19.1  Our website includes hyperlinks to other websites owned and operated by third parties; such hyperlinks are not recommendations.

19.2  We have no control over third party websites and their contents, and subject to Section 16.1 we accept no responsibility for them or for any loss or damage that may arise from your use of them.

20. Trade marks

20.1  Yella Umbrella and our logos and our other registered and unregistered trade marks are trade marks belonging to us; we give no permission for the use of these trade marks, and such use may constitute an infringement of our rights.

20.2  The third party registered and/or unregistered trade marks or service marks on our website are the property of their respective owners and, unless stated otherwise in these terms and conditions, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights.

20.3  For purposes of publication of the results of work, research or testing performed using any of the products or services made available to you on this website according to the terms of this agreement, the Yella Umbrella and/or the names of the other third party entities that have made products or services available to you must be properly credited in the publication, under the terms herein.

21. Variation

21.1  We may revise these terms and conditions from time to time.

21.2  The revised terms and conditions shall apply to the use of our website from the date of publication of the revised terms and conditions on the website, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions

21.3  If you have given your express agreement to these terms and conditions in respect of those website services, we will ask for your express agreement to any revision of these terms and conditions; and if you do not give your express agreement to the revised terms and conditions within such period as we may specify, we will disable or delete your account on the website, and you must stop using the website.

22. Assignment

22.1  You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.

22.2  You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.

23. Severability

23.1  If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

23.2  If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

24. Third party rights

24.1  A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.

24.2  The exercise of the parties’ rights under a contract under these terms and conditions is not subject to the consent of any third party.

25. Entire agreement

25.1  Subject to Section 16.1, these terms and conditions, together with our privacy and cookies policy, shall constitute the entire agreement between you and us in relation to your use of our website and shall supersede all previous agreements between you and us in relation to your use of our website.

26. Law and jurisdiction

26.1  These terms and conditions shall be governed by and construed in accordance with English law.

26.2  Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England.

27. Statutory and regulatory disclosures

27.1  We will not file a copy of these terms and conditions specifically in relation to each user or customer and, if we update these terms and conditions, the version to which you originally agreed will no longer be available on our website. We recommend that you consider saving a copy of these terms and conditions for future reference.

27.2  These terms and conditions are available in the English language only.

27.3  Our VAT number is BE 0660792011.

27.4  The website of the European Union’s online dispute resolution platform is available at https://webgate.ec.europa.eu/odr/main. The online dispute resolution platform may be used for resolving disputes.

27.5  The name of the alternative dispute resolution entity that we use dispute resolution is ARDS Ltd and its website address is www.ards.co.uk.

28. Our details

28.1  This website is owned and operated by Yella Umbrella Ltd and Yella BVBA.

28.2  We are registered in Belgium under registration number BE 0660792011, and our registered office is at:

Aarschotsestraat 87,

B-1800 Vilvoorde,

Belgium

28.3  Our principal place of business is at:

Aarschotsestraat 87

B-1800 Vilvoorde

Belgium

28.4  You can contact us:

(a)    by post, using the postal address given above;

(b)    using our website contact form;

(c)     by email, using the email address published on our website from time to time.