BILI LIMITED –LICENCE TERMS AND CONDITIONS

These Terms (defined below) govern your use of Bili (defined below). They override any other terms and conditions found on the Bili website.

In consideration of Bili Limited making Bili available to you, you agree to accept these Terms.

You should print a copy of these Terms or save them to your computer for future reference.

  1. INTERPRETATION
  2. In these Terms, unless the context otherwise requires, the following expressions shall have the following meanings:

Authorised User means you, the individual who is (as the case may be): (i) a teacher or a member of staff engaged by an Organisation; (ii) a student enrolled at an Organisation; or (iii) the Parent of a student enrolled at an Organisation and "the Authorised User" means the relevant Authorised User.

Bili means the Bili online learning platform.

Bili Limited, we, us, or our means a company trading as Bili Limited (Company no. 09710128), Quidhampton Farmhouse, Station Road, Overton, Hampshire. RG25 3EA.

Intellectual Property Rights mean all patents, rights to inventions, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, database right, topography rights, moral rights, rights in confidential information (including knowhow and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Licence Term means the agreed term of the licence commencing on the date of this Agreement and expiring as detailed in clause 11.

Organisation means the school, academy, college, federation or similar institution or entity engaged in the field of education that is granted access to Bili, and who has subscribed to the Product. For the avoidance of doubt, where an organisation consists of a number of individual entities or branches within a federation, each entity or branch within that federation shall be deemed as an individual Organisation unless otherwise agreed in writing by Bili Limited.

Parent means a parent or guardian of an Authorised User who is a student.

Personal Data means information about an individual person that can identify that individual person (e.g. name, email address or age).

Product means the Bili product subscribed to by an Organisation for the use by its Authorised Users which is accessed and used via Bili.

Product Specific Terms mean the licence and usage terms and conditions relating to the Product.

Software means the software provided by us or our licensors which enables You to use and access Bili and the Product via Bili.

Terms mean these terms and conditions, as amended from time to time.

User Materials means any content and/or materials uploaded onto Bili by You and/or transferred by You to another Authorised User which are not licensed by Bili Limited to you.

You or Your means the Organisation and the Authorised Users unless the context requires otherwise in which case, "You" or "Your" will mean the Organisation.

1.2Headings in these conditions shall not affect their interpretation.

1.3Words importing any gender shall include any other gender.

1.4Words importing the singular number shall include the plural number and vice versa including the definitions referred to in Clause 1.1 hereof.

1.5Where any word or expression is defined in these Terms, the definition shall extend to all grammatical variations and cognate expressions of the word or expression so defined.

1.6All references to provisions of statutes include such provisions as amended, modified or re-enacted.

1.7The Organisation shall procure that each and every of its Authorised Users complies with the provisions of these Terms. The Organisation shall be liable for any breach of these Terms by its Authorised Users as though the breach was committed by the Organisation.

  1. LICENCE
  2. Bili Limited grants to You, a non-exclusive licence to access and use the Product via Bili during the Licence Term for the agreed number of Authorised Users. In this regard, You are entitled to use the Software (in object code form) to access the Product and to use Bili as part of the Organisation's internal teaching tools and teaching resources in accordance with these Terms.In consideration of your use of Bili, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of any applicable jurisdiction.
  3. Notwithstanding Clause 2.1, You must not:
  4. sub-license or assign the benefit or burden of the licence set out in Clause 2.1 in whole or in part to anyone;
  5. attempt to duplicate, modify, disclose or distribute any portion of the Software;
  6. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the Software, except as is allowed by any applicable law which is incapable of exclusion by agreement between Bili Limited and You;
  7. transfer, temporarily or permanently, any rights or obligations under these Terms; or
  8. attempt to obtain, or assist others in obtaining access to the Bili, the Software, and the Product other than as provided under Clause 2.
  9. You grant and You shall procure that any of Your licensors' grant to Bili Limited, a perpetual, irrevocable, non-exclusive, sub-licensable licence to use Your User Materials for Bili Limited's business purposes including the right to host Your User Materials for You. Bili shall comply with all industry standards, including BERA guidelines and applicable data protection legislation in relation to Your User Materials. The foregoing licence includes the right to make copies of Your User Materials, issue copies of User Materials, rent or lend Your User Materials, perform, show or play Your User Materials in public (including over the internet), communicate Your User Materials, and to adapt Your User Materials. In addition, You irrevocably and unconditionally waive in favour of Bili Limited, all moral rights conferred on You by Chapter IV, Part 1, Copyright Designs and Patents Act 1988 and any other moral rights provided for under the laws now or in force in any part of the world for all Your User Materials which You licence to Bili Limited. For the avoidance of doubt, this Clause 2.3 shall remain in force even after Your access to Bili and/or the Product has ceased for any reason.
  10. ACCESSING BILI AND THE PRODUCT
  11. You acknowledge that You will only be able to access the Product on Bili during the Licence Term and that Your access and use of the Product will be governed by the Product Specific Terms. Without prejudice to the foregoing, You must not:
  12. systematically make printed or electronic copies of content and/or materials in the Product for any purpose in either print or electronic format;
  13. remove or alter the copyright notices or other means of identification or disclaimers as they appear in the Product;
  14. display or distribute any part of the Product on any electronic network, including without limitation the Internet and the World Wide Web, where access is possible by anyone not an Authorised User;
  15. permit anyone other than the Authorised Users to access or use the Product including any content and material making up the Product; and/or
  16. use the Product or any part of the Product for any commercial use other than as teaching and learning resources within the Organisation.
  17. If you are subscribing to the Product on behalf of your Organisation, you warrant that you have the authority to do so and agree to the Product Specific Terms on behalf of your Organisation.
  18. Your Organisation will need to appoint you as its Authorised User by creating a user account for you before you can access Bili.
  19. To access and use the Product, You will need to log into Your Bili account using the relevant login details.
  20. Subject to earlier termination pursuant to these Terms, Your access to Bili will cease when the Licence Term for the Product expires.
  21. YOUR OBLIGATIONS
  22. The Organisation is responsible for the selection of the Product and whether the Product meets its and its Authorised Users requirements.
  23. To use the Product You warrant that by the agreed exchange date You shall register all agreed class lists of students on Bili and by the agreed exchange date You shall assign tasks to the registered students.
  24. Each time You use the Product during the Licence Term You agree not to make available Your username and/or password to anyone. If there has been a disclosure of Your username and/or password, You agree to notify us promptly of such disclosure, so that we can take appropriate security measures. You shall not permit any individuals who are not employed at or by Your Organisation to access the Product.
  25. You undertake not to upload any User Materials onto Bili or send and/or transmit to other Authorised Users, any content which is illegal, obscene, threatening, defamatory, discriminatory, promotes illegal or unlawful activity, or is otherwise actionable or in violation of any rules, Intellectual Property Rights, regulations or laws to which such content is subject.
  26. You are solely responsible for the accuracy, legality, and compliance with the relevant laws and regulations in respect of the content which You send to other Authorised Users and/or the User Materials that You upload onto Bili. You acknowledge that we do not operate or exercise control over such content and we accept no responsibility for and do not in any way endorse the User Materials which You upload onto Bili or transfer through Bili.
  27. If we suspect that a breach of Clauses 4.2,4.4, 4.5, 4.9, 4.11 and 8.3 has occurred or is likely to occur, we may, without giving notice and liability to You, remove Your User Materials and/or suspend Your access to Bili and/or the Product.
  28. If You are a teacher or an Organisation, You acknowledge that You are solely responsible for the appropriate use and adaptation of the Product for the use by Your student users.
  29. You agree that You will promptly notify us of any errors or inaccuracies which relate to the Product. In this regard, please contact us using the "contact us" page at
  30. You must not spam, download or upload excessive volume of content onto Bili such that it may impair the performance of Bili. You must not introduce any malicious codes or harmful element e.g. viruses and trojans onto Bili.
  31. Unless otherwise agreed in writing by Bili Limited, You are solely responsible for configuring Your computer devices in order to access Bili and the Product, and to provide for Your own virus protection software. To access Bili and the Product, Your computer device must meet the specification detailed below:
  • Desktop PC: Windows 7+, Mac OSX - with a mouse and keyboard enabled
  • Tablets & Mobiles: iOS 7+, Android 4+
  • Web Browser: Internet Explorer 8+*, Chrome 47+, Firefox 44+, Safari 9
  • Internet connection: min 2Mbps

* Internet Explorer 8-11 have varying support for modern web technologies and where possible it's recommend to either use the latest version or use another web browser.

4.11You warrant that any Personal Data which You provide to Bili Limited complies fully with all relevant data protection laws including the Data Protection Act 1998 and You agree to indemnify and keep Bili Limited indemnified against breach by You of such data protection laws.

4.12The Organisation agrees to indemnify and keep us indemnified for any losses, damages, fines arising from or which are connected to any breach by it and/or its Authorised Users of Clauses 4.2,4.4, 4.5, 4.9, 4.11 and 8.3.

  1. OUR OBLIGATIONS
  2. We will:
  3. use all reasonable endeavours to ensure that the Product and User Materials are accessible on Bili;
  4. provide the Organisation and its Authorised Users with general login credentials and an application allowing Authorised Users to create usernames and passwords for other Authorised Users;
  5. (if we have agreed to do so in writing in advance) provide You with training and help notes on how to use Bili; and
  6. in some instances, allow You to upload User Materials onto Bili in respect of the Product during the Licence Term.
  7. WITHDRAWAL OF PRODUCTS
  8. We reserve the right at any time to withdraw the Product including any components within the Product (e.g. an activity) for any reason including:
  9. if we no longer retain the right to publish such material; or
  10. if in our sole discretion, we believe that such material may infringe the Intellectual Property Rights of third parties or is defamatory, obscene, unlawful or otherwise objectionable.

In the circumstances above, we shall notify the Organisation of such withdrawal as soon as reasonably practicable.

6.2On receipt of the notice referred to in Clause 6.1, the Organisation shall promptly inform its Authorised Users and You agree to immediately cease all use of the withdrawn material and shall comply with our instructions with respect to the deletion and/or removal of such withdrawn material.

  1. DATA PROTECTION AND PRIVACY
  2. In the course of You accessing Bili and the Product, and us complying with our obligations to You, it is necessary for You to provide to us and for us to collect and process Personal Data (e.g. name and year group) from You. You shall obtain any necessary consent or permission from Parents to provide us with this information. We may also collect quantitative performance related data in an anonymous form.
  3. The terms governing the supply by You and use by us of Personal Data is set out in our Privacy Policy and You agree to be bound by the terms set out in our Privacy Policy.
  4. Our Privacy Policy will be deemed to be part of these Terms.
  5. To the extent that we process any Personal Data for the Organisation, we will process that Personal Data in accordance with the Organisation's reasonable instructions which are compatible with our carrying out our obligations under these Terms and we will take such organisational and technical measures against the unauthorised or unlawful processing of that Personal Data and against accidental loss or destruction of, or damage to, that Personal Data that we take from time to time in relation to Personal Data which we process for our own purposes.
  6. INTELLECTUAL PROPERTY RIGHTS
  7. As between You and Bili Limited, You acknowledge that Bili Limited and/or Bili Limited's licensors own all Intellectual Property Rights in Bili, the Software and the Product. Except as expressly stated in these Terms and the Product Specific Terms, Bili Limited does not grant You any rights to or in any Intellectual Property Rights or any other rights or licences.
  8. You warrant that the User Materials and any use by Bili Limited of the User Materials under Clause 2.3 will not infringe the Intellectual Property Rights of any third parties.
  9. If You become aware of any Intellectual Property Rights infringement or potential Intellectual Property Rights Infringement involving Bili, the Software and/or the Product (e.g. an unauthorised third party is using Bili or if You get a letter from a third party stating that the Software infringes such third party's Intellectual Property Rights) You must inform us promptly. We will:
  10. in our absolute discretion, determine what action if any shall be taken in respect of the matter;
  11. have sole control over and shall conduct any action as we deem necessary; and
  12. pay all costs in connection with that action and we shall be entitled to all damages and other sums which may be paid or awarded as a result of any such action. You agree to (at our cost) provide us with any assistance which we may request.
  13. In the defence or settlement of a claim that Bili, the Software and/or the Product infringes third party Intellectual Property Rights ('Infringing Items'), we may at our discretion:
  14. obtain for You the right to continue using the Infringing Items; or
  15. replace or modify the Infringing Items with equivalent items so that they become non-infringing.
  16. Clauses 8.3 and 8.4 set out Your sole and exclusive rights and remedies, and our entire obligations and liability, for infringement of Intellectual Property Rights.
  17. WARRANTIES
  18. Subject to the other provisions in these Terms and to our right to carry out scheduled maintenance, during the period when You have access to Bili, we warrant to the Organisation that we will use reasonable endeavours to ensure that Bili is available to the Organisation.
  19. We do not warrant that the use of Bili and/or the Product will be uninterrupted or error-free. We may also carry out scheduled maintenance from time to time.
  20. The Organisation accepts responsibility for the selection of Bili and the Product to achieve its intended results.
  21. Except as expressly stated in these Terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us.