THE HOLISTIC EDUCATION FOUNDATION CO. LIMITED

TERMS AND CONDITIONS FOR MEMBERS

This page (together with the documents referred to on it) tells you the terms and conditions on which you may become a member of our website www.tgl.tv ("our site"). Please read these terms and conditions carefully before applying to become a member of our site. By submitting an application to become a member of our site, you agree to be bound by these terms and conditions.

You should print a copy of these terms and conditions for future reference.

Please click on the button marked "I Accept" at the end of these terms and conditions if you accept them. Please understand that if you refuse to accept these terms and conditions, you will not be entitled to become a member and to access any of the services and facilities to which members have access.

1 INFORMATION ABOUT US

The website www.tgl.tv is a site operated by The Holistic Education Foundation Co. Limited ("We" or "T.H.E. Foundation"). We are registered in England and Wales under company number 03673214 and with our registered office at 8 Grennan Court, St Georges Mount, Wallasey CH45 9NZ. Our VAT number is [VAT NUMBER].

2 MEMBER SERVICES

2.1 Our site offers a platform for members to access information and to obtain or supply goods or services (including, without limitation, skills and educational courses) (Services). Please browse our site for more information.

2.2 All members accessing Services are bound by and must comply with:

2.2.1 The General Terms of Use of The Website ;

2.2.2 The Charter ; and

2.2.3 The Acceptable Use Policy .

2.3 Members under the age of 18 will not be entitled to have a on-line shop on our site.

2.4 Your use of our site may be monitored to ensure that you are complying with these terms and conditions.

3 SERVICE AVAILABILITY

3.1 No representation or warranty is given by T.H.E. Foundation that our site (or any part of it) or the Services (or any of them or any part of them) are appropriate for use outside the United Kingdom.

3.2 Without limiting our other remedies, we may issue you with warnings, withdraw, suspend, restrict or impose conditions upon your access to the member services in whole or in part at any time and without notice and/or warn other members not to deal with you if you fail to comply with these terms and conditions. You agree that we will not be responsible for any loss you may incur as a result of us taking such steps.

4 ELIGIBILITY FOR MEMBERSHIP

4.1 By submitting an application to become a member to T.H.E. Foundation, you warrant that you are eligible for membership and satisfy the criteria which are as follows:

4.1.1 All details provided to us in your application are correct, complete and not misleading. You must inform us immediately in the event of any change to those details.

4.1.2 You are legally capable of entering into binding contracts.

4.1.3 If a minimum age is required to be eligible for membership or for any member services, you have attained that minimum age.

4.1.4 Except where condition 4.2 is applicable you are applying in a personal capacity and not as agent or nominee on behalf of any other person, firm, company or other organisation.

4.2 If you are under aged 12 or under then your parent or legal guardian must submit an application to become a member on your behalf. You may apply to become a member in your own right once you are aged 13 or over.

5 BECOMING A MEMBER

5.1 If you satisfy the membership criteria set out in condition 4.1, you will become a member of our site once we have received your application and have sent you confirmation by email. We reserve the right to reject your application for membership at our discretion.

5.2 Membership is free of charge unless you wish to use any of our Channels and/or Services. Any member wishing to use any Channels and/or Services must pay our fees (see condition 7 below), but will have a 3-month trial period during which our fees will be waived.

5.3 If you wish to use any Channels and/or Services then we will start giving you access to use those Channels and/or Services as soon as we receive your request. You will not be able to cancel the contract between us relating to the use of those Channels and/or Services under the Consumer Protection (Distance Selling) Regulations 2000 (or any equivalent legislation in your jurisdiction) once you have been given access.

6 YOUR OBLIGATIONS

6.1 You must:

6.1.1 keep your password secure and not disclose it to anyone;

6.1.2 notify us immediately if you become aware of any unauthorised use of your password or any other breach of security in connection with our site. We may change your password at any time in the event of breach or threatened breach of security.

6.1.3 act towards T.H.E. Foundation, other members of and visitors to our site at all times in good faith and not do or allow to be done anything which may be prejudicial or harmful to the reputation and interests of T.H.E. Foundation or such other member or visitors. If you become aware of any member who has breached The Charter or is otherwise creating problems for T.H.E. Foundation and/or other members or visitors, then please report that to us. If you breach the Charter then you acknowledge and accept that we may post details on our site to make other members aware of your conduct.

6.1.4 satisfy yourself that being a member, using our site, accessing any Channels and/or Services and/or having any dealings with another member through our site would not contravene any applicable laws and regulations in the country in which you are resident.

6.1.5 not send any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam) or chain letters and please report any spam or chain letters you receive from other registered users to us at maildesk@tgl.tv.

6.2 If you supply any goods or services directly or indirectly through our site, then you must:

6.2.1 obtain and maintain in force all licences, permissions and consents which may from time to time be necessary for such supply and cease advertising, promoting and/or supplying such goods or services (as applicable) in the event that any such licences, permissions or consents expire or are revoked;

6.2.2 comply with all applicable laws and regulations (including without limitation in respect of data protection and anti-discrimination). In particular, but without limitation, you must comply with any age restriction applicable to any goods or services you are supplying;

6.2.3 obtain and maintain in force all insurance policies against loss which a reasonably prudent person offering and/or providing services which are the same or similar to those which you are offering and/or providing would obtain with a reputable insurer and, on request, provide us with copies of your insurance policies and premium receipts;

6.2.4 keep confidential all information of a sensitive or personal nature which you obtain from other registered users as a result of or in connection with the provision of services for them and will respect the right to privacy of other users in connection with such information. Further, you will only use such information strictly for the purpose for which it was provided to you.

6.3 In obtaining any goods or services from a third party directly or indirectly through our site, you are solely responsible for satisfying yourself as to the identity of that third party and ensuring that such third party is suitably competent, qualified, licensed and insured as necessary to provide the goods or services lawfully.

6.4 It is your sole responsibility to satisfy yourself as to the age and legal capacity of any member or visitor to our site to whom you supply, or from whom you obtain, any goods or services or with whom you communicate or otherwise have any dealings.

7 FEES AND PAYMENT

7.1 There is no fee for becoming a member, but fees are payable if you want to use any Channels and/or Services and please see here for details of our Current Price List. All fees will be waived during the first 3 months you are member as this is a trial period (trial period).

7.2 Our price list will apply except in cases of obvious error. Unless otherwise stated, all fees are payable in GB pounds sterling. The prices shown in the price list and are liable to change at any time.

7.3 Within 14 days of the end of the trial period, you must tell us which Channels and/or Services you want to use during the first 12-month period (which starts on the first day after the end of the trial period) and pay us in advance the fees in respect of those Channels and/or Services for that first 12-month period.

7.4 Within 14 days of the end of the first 12-month period and each subsequent anniversary of that date, you must tell us which Channels and/or Services you want to use during the next following 12-month period and pay us in advance the fees in respect of those Channels and/or Services for that 12-month period.

7.5 If at any time after you have paid your fees for any 12-month period you wish to use any additional Channel or Service, then further fees will be payable in advance for the remainder of that 12-month period.

7.6 Payment of fees must be made by on-line bank transfer, certain Credit or Debit Cards, postal order or valid bank cheque. Payments by postal order or bank cheque cannot be processed without your member ID.. We regret we are unable to accept payment by cash or other method. If any payment is refused (e.g. by your card issuer) but is subsequently processed, then you will be liable for any additional charges which we incur in relation to that payment.

7.7 Unless we otherwise agree, fees are not refundable in whole or in part if you decide to discontinue using all or any Channels and Services part way through any 12-month period.

7.8 If you fail to pay any fees on time, then we may withdraw your use of the Channels and/or Services and, in that event you must refrain from posting any material on our site and all or any content you have already posted on our site will be removed.

7.9 You agree that we may issue you with invoices in electronic format by email.

8 SYSTEM OF CREDITS

8.1 As a member, you may accept learning credits ("L") as the basis of payment in respect of any goods or services which you supply or obtain through our site. "L" are subject to the provisions set out in this condition 8 and condition 11. "L" must not be used in breach of the Charter or these Terms and Conditions or otherwise for any purpose which is fraudulent or illegal. As a member you may receive "L" in the following circumstances:

8.1.1 When you have been accepted as a student onto a course found on our site, you will receive transfers of "L" into your account from your tutor as you progress satisfactorily through the course. The amount and timing of each payment will be found in the search results for each course, together with the required standards, which will have been set by the tutor and agreed with T.H.E. Foundation.

8.1.2 When you have created a course as a tutor you will be given a separate Tutor Account to enable you to make the "L" transfers to students, and yourself, as your course progresses. Each payment to each student, and yourself, will be confirmation of the attainment of a preset standard, as agreed with T.H.E. Foundation. We reserve the right to vary the hourly or other rates to alleviate any inflationary pressures that may arise as the system develops. We will monitor, as we see fit, the operation of your Tutor Account, and the progress of your course(s). We reserve the right to terminate your course(s) and Tutor Account should we find evidence of breach of The Charter or these Terms and Conditions.

8.2 On becoming a member we will open an "L" account for you (account) with an opening balance (subject to what is said above) of zero. Your account is not permitted to have a negative balance. We may at our discretion credit your account with an initial opening balance of "L" in order to stimulate the operation of the "L" system and in recognition of your Charter and other pledges under these Terms and Conditions.

8.3 No interest will be charged on or payable to your account.

8.4 When requested, you will provide a reference in connection with any member with whom you have traded using "L".

8.5 You are responsible for paying all or any tax which may be due on your "L" and for charging VAT or other applicable sales tax on the "L" which you accrue. You should check your tax position before trading with "L" and we accept no responsibility for any loss or liability which you suffer in respect of tax by trading in "L".

8.6 You should establish what effect (if any) trading in learning credits will have on any State benefits which you are receiving and we accept no responsibility for any loss of State benefits which may arise or if any action is taken against you in connection with your claim for benefits by the authorities.

8.7 You accept and must comply with any guidelines and procedures in relation to "L" which we may from time to time post on our site.

8.8 The viability of trading by means of "L" depends on you and other members making it work. No guarantee can be given that the system of "L" will be sustainable over any period. If the system fails at a time when you have a positive balance on your account including any (Tutor Account), then this positive balance will be lost and you agree you will have no recourse against T.H.E. Foundation or any other member.

8.9 Except for transfers by parents or legal guardians to their children on their children becoming members in their own right, "L" is personal to you and is not transferable.

9 LINKING TO OUR SITE

9.1 If you own a website, you may link your home page to the corresponding on-line shop, course or other Service in our site. If you are using any Channels and/or Services on our site then, provided you have paid the fees for such use, you may link to our home page. In linking to our site, you must, however, do so in a way that is fair and legal and does not damage our reputation or take advantage of it and you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

9.2 You must not establish a link from any website that is not owned by you.

9.3 Our site must not be framed on any other site. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the content standards set out in The Acceptable Use Policy .

9.4 If you wish to make any use of the material on our site other than that set out above, please address your request to www.maildesk@tgl.tv.

10 INDEMNITY

10.1 YOU AGREE TO INDEMNIFY AND KEEP INDEMNIFIED T.H.E. FOUNDATION, ITS EMPLOYEES, DIRECTORS AND AGENTS FROM AND AGAINST ANY AND ALL LIABILITY, DAMAGES, LOSSES, CLAIMS AND COSTS (INCLUDING LEGAL COSTS) RESULTING IN ANY WAY OR CONNECTED WITH:

10.1.1 ANY BREACH OF CONDITION 2.2; OR

10.1.2 ANY CONTRACT OR ARRANGEMENT BETWEEN YOU AND A THIRD PARTY WHICH IS FORMED DIRECTLY OR INDIRECTLY THROUGH USE OF OUR SITE.

11 OUR LIABILITY

11.1 WE CANNOT GUARANTEE AND YOU AGREE THAT T.H.E. FOUNDATION, ITS OFFICERS, EMPLOYEES, AGENTS AND SUB-CONTRACTORS WILL NOT BE RESPONSIBLE FOR:

11.1.1 ANY ACTS OR OMISSIONS OF ANY MEMBER OF OR VISITOR TO OUR SITE;

11.1.2 THE QUALITY, SAFETY AND LEGALITY OF ANY GOODS OR SERVICES (INCLUDING, WITHOUT LIMITATION, COURSES) SUPPLIED BY ANY MEMBER DIRECTLY OR INDIRECTLY THROUGH OUR SITE;

11.1.3 THE TRUTH, ACCURACY OR COMPLETENESS OF ANY MATERIAL POSTED BY OR ON BEHALF OF ANY MEMBER OF OR VISITOR TO OUR SITE ON OUR SITE INCLUDING, WITHOUT LIMITATION, IN ANY CHANNELS; OR

11.1.4 THE PRIVACY AND SECURITY OF ANY PERSONAL INFORMATION WHICH YOU DISCLOSE TO ANY MEMBER OF OR VISITOR TO OUR SITE.

11.2 T.H.E. FOUNDATION WILL NOT BE A PARTY TO ANY CONTRACT OR ARRANGEMENT UNDER WHICH YOU OBTAIN ANY GOODS OR SERVICES (INCLUDING, WITHOUT LIMITATION, ANY COURSES) FROM A THIRD PARTY DIRECTLY OR INDIRECTLY THROUGH OUR SITE AND YOUR SOLE RECOURSE IN RESPECT OF ANY PERFORMANCE, NON-PERFORMANCE OR DELAY IN PERFORMANCE OF THE CONTRACT OR ARRANGEMENT BY THAT THIRD PARTY WILL BE AGAINST THAT THIRD PARTY AND SUBJECT TO CONDITION 11.7 ALL LIABILITY OF T.H.E. FOUNDATION (HOWSOEVER ARISING) IS EXCLUDED.

11.3 WHERE YOU ARE USING ANY CHANNELS OR SERVICES ON OUR SITE CONDITION 8.1.2 OF THE GENERAL TERMS OF USE OF OUR SITE WILL NOT APPLY TO SUCH USE AND SUCH USE WILL INSTEAD BE SUBJECT TO CONDITIONS 11.4 TO 11.7 INCLUSIVE OF THESE TERMS AND CONDITIONS.

11.4 ACCESS TO THE CHANNELS AND SERVICES ON OUR SITE IS PROVIDED AS IS AND ALL CONDITIONS, WARRANTIES AND OTHER TERMS WHICH MIGHT OTHERWISE BE IMPLIED BY STATUTE, COMMON LAW OR THE LAW OF EQUITY ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

11.5 SUBJECT TO CONDITION 11.7, NEITHER T.H.E. FOUNDATION NOR ITS OFFICERS, EMPLOYEES, AGENTS OR SUB-CONTRACTORS ACCEPTS ANY LIABILITY FOR ANY OF THE FOLLOWING:

11.5.1 ANY LOSS OF INCOME OR REVENUE, LOSS OF BUSINESS OR LOSS OF PROFITS OR CONTRACTS, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, WASTE OF MANAGEMENT OR OFFICE TIME HOWEVER ARISING AND WHETHER CAUSED BY TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE EVEN IF FORESEEABLE.

11.5.2 ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND HOWEVER ARISING AND WHETHER CAUSED BY TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

11.5.3 ANY LOSS OR DAMAGE AS A RESULT OF:

(A) ANY CHANGE TO THE CHANNELS AND/OR SERVICES WHICH IS MADE AT ANY TIME;

(B) THE DELETION, CORRUPTION, FAILURE TO STORE OR UNAUTHORISED ALTERATION OF ANY MATERIAL WHICH IS POSTED BY OR FOR YOU ON OUR SITE;

(C) ANY TEMPORARY OR PERMANENT CESSATION IN THE AVAILABILITY OF OUR SITE INCLUDING, WITHOUT LIMITATION, ANY CHANNELS AND/OR SERVICES;

(D) ANY DELAY, ERROR OR DEFECT IN ANY CHANNELS,

HOWEVER ARISING AND WHETHER CAUSED BY TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

11.6 SUBJECT TO CONDITION 11.7, OUR MAXIMUM LIABILITY TO YOU HOWEVER ARISING IN CONNECTION WITH YOUR USE OF ANY CHANNELS AND/OR SERVICES ON OUR SITE (INCLUDING, WITHOUT LIMITATION, IN NEGLIGENCE) WILL NOT EXCEED THE AGGREGATE FEES WHICH WE HAVE RECEIVED FROM YOU.

11.7 NOTHING IN THIS PARAGRAPH 11:

11.7.1 AFFECTS ANY STATUTORY RIGHTS TO WHICH YOU ARE ENTITLED AS A CONSUMER AND THAT MAY NOT BE EXCLUDED OR LIMITED BY AGREEMENT; OR

11.7.2 EXCLUDES OR LIMITS IN ANY WAY OUR LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION OR FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR US TO EXCLUDE, OR ATTEMPT TO EXCLUDE, OUR LIABILITY.

12 CANCELLATION OF MEMBERSHIP

12.1 You may cancel your membership with T.H.E. Foundation at any time by giving us notice in writing (including by email or the intranet messaging service).

12.2 Membership is personal to you so it will be cancelled automatically if you die.

12.3 Without limiting our other remedies, we may cancel your membership with T.H.E. Foundation at any time immediately by giving you notice in writing (including by email or the intranet messaging service) in the event that:

12.3.1 you commit any material breach of these terms and conditions and/or The Charter and/or The General Terms of Use of The Website and/or The Acceptable Use Policy which (if capable of remedy) you fail to remedy within 10 days of receiving notice from us requiring that breach to be remedied; or

12.3.2 if you are a member solely by reason of being responsible for the management of a hub and the agreement between T.H.E. Foundation and that hub is terminated by T.H.E. Foundation by reason of any default of the hub (or its management);

12.3.3 you are subject to any petition or order for your bankruptcy or any analogous proceedings in the jurisdiction in which you are resident; or

12.3.4 you are convicted of any criminal offence involving dishonesty; or

12.3.5 you are guilty of any conduct or behaviour which in the opinion of T.H.E. Foundation prejudices or could prejudice T.H.E. Foundation and/or our site and/or other members; or

12.3.6 you give T.H.E. Foundation or any member any false or misleading information; or

12.3.7 you expose T.H.E Foundation to any financial loss or liability.

12.4 On cancellation of your membership under this condition 12 you agree the following provisions (to the extent that they are applicable):

12.4.1 Your user name and password will be disabled and you must no longer access any Channels and/or Services member services on our site whether directly or indirectly.

12.4.2 All content which has been posted by or for you on our site will be removed and you must use your best endeavours to procure the removal from our site of all content which is stored on servers hosted by third parties.

12.4.3 We will be entitled to post notification of the cancellation of your membership on our site.

12.4.4 Any "L" which you have accrued will be cancelled without any liability on the part of T.H.E. Foundation.

12.4.5 Any link to our site must be removed immediately.

12.4.6 You will not be entitled to any refund of any fees which you have paid before cancellation and you must pay us promptly all fees which were owed to us but had not been paid before cancellation.

12.4.7 You must promptly return all property of T.H.E. Foundation in your possession or under your control with which you were issued by reason of your membership, including any cards relating to your account.

12.5 You agree that we will not be responsible for any loss you may incur as a result of the cancellation of your registration by T.H.E. Foundation.

12.6 For the avoidance of any doubt, the following conditions will survive the cancellation or expiry of your membership: 3.2, 6.2., 6.3, 6.4, 7, 8, 9, 10, 11, 12.4, 12.5, 12.6 and 13 16 (inclusive).

13 WRITTEN COMMUNICATIONS

Applicable laws require that some of the information or communications we send to you should be in writing.When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail, via the intranet messaging service or provide you with information by posting notices on our site. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

14 NOTICES

All notices given by you to us must be given to the Holistic Education Foundation Co. Limited at 8 Grennan Court, St Georges Mount, Wallasey CH45 9HZ. We may give notice to you at either the e-mail or postal address you provide to us when submitting an application, or in any of the ways specified in condition 13. Notice will be deemed received and properly served immediately when posted on our site, 24hours after an e-mail or intranet message is sent, or threedays after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail or intranet message was sent to the specified address of the addressee.

15 TRANSFER OF RIGHTS AND OBLIGATIONS

15.1 Membership is personal to you and you may not transfer, assign, charge or otherwise dispose of any of your rights or obligations without our prior written consent.

15.2 We may transfer, assign, charge, sub-contract or otherwise dispose of the agreement between us, or any of our rights or obligations arising under it, at any time during the term of that agreement.

16 GENERAL

16.1 Our failure to act or delay in acting in respect of any breach by you of these terms and conditions will not waive our right to act in respect of any subsequent or similar breach.

16.2 If any provision of these terms and conditions is held to be invalid, unlawful or unenforceable to any extent, such provision will to that extent be severed from the remaining provisions which will continue to be valid to the fullest extent permitted by law.

16.3 These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to their subject matter.

16.4 We have the right to amend these terms and conditions from time to time either by email or via the intranet messaging service or by posting the amended terms and conditions on our site. Except where any amendment to these terms and conditions is required by law, all amended terms and conditions will be effective either on receipt by you of our email or intranet message or 28 days after they are initially posted on our site (as the case may be).

16.5 The agreement between us will be governed by and construed in accordance with the laws of England and Wales. Any dispute arising from, or related to, such agreement shall be subject to the non-exclusive jurisdiction of the courts of England and Wales. If a dispute arises, we invite you to contact us at maildesk@tgl.tv.

16.6 No agency, partnership, joint venture or employee-employer relationship is intended to be created between you and T.H.E. Foundation by virtue of our agreement in respect of your membership.

16.7 The agreement between us is made for the benefit of you and T.H.E. Foundation and except for condition 11 is not intended to benefit, or be enforceable, by anyone else. Cancellation of your membership or variation of these terms and conditions will not require the consent of any of the third parties referred to in condition 11.