Schoolzine Terms And Conditions
1. IMPORTANT NOTICE
This page sets out the terms and conditions upon which Schoolzine ("We", "Our" and "Us") will provide services to its customers ("You" and "Your"). This page creates important legal rights and obligation upon Us, as well as You.
All Users of the Website, by their use of the website, agree to be bound by the Terms and Conditions and Policies of Schoolzine. All information is provided in good faith, with no liability for any inaccuracies.
In Our Agreement, the following words and phrases have the following meanings:
- 2.1. Availability means Your ability to access the Services on the Schoolzine Server(s).
- 2.2. Agreement means the agreement entered into by the Service Provider and the Client incorporating these Terms and Conditions (or variation thereof agreed upon by both Parties) which shall govern provision of the Services;
- 2.3. Commencement Date means the date on which the Agreement shall come into force, as set out in the Agreement;
- 2.4. Content means data, information, images, and all other content that You put onto the Schoolzine Platform.
- 2.5. Data Controller means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data;
- 2.6. Data Processor means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller.
- 2.7. “Data Protection Legislation” means 1) unless and until EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations, and secondary legislation (as amended from time to time), in the UK and subsequently 2) any legislation which succeeds the GDPR;
- 2.8. Fees means: Our fees for Services as appearing on our website and updated from time to time, and any other fees You and We agree upon at Our prevailing rates for other Services.
- 2.9. Force Majeure means a circumstance beyond Our reasonable control results in Us being unable to observe or perform on time an obligation in Our Agreement.
- 2.10. Harmful Code refers to files, programs and software that may harm a computer or program, or operate in some other harmful or destructive way to hardware, software, data, or communications systems.
- 2.11. Knowledge Centre means the online help application forming part of the Services.
- 2.12. Multimedia Services means the multimedia services the scope of which is agreed upon in writing between Us and You.
- 2.13. Programming Services means computer programming services the scope of which is agreed upon in writing from time to time between Schoolzine and You.
- 2.14. RRP (Recommended Retail Price) means all fees exclusive of VAT or administration charges.
- 2.15. Services means the Services, the Support Services, the Training Services, the Programming Services, and the Multimedia Services.
- 2.16. Support Services means the support services we provide, as described elsewhere on Our website.
- 2.17. System Maintenance Time means the time that the Schoolzine Platform is inaccessible for reasons of systems maintenance, improvement, or upgrading.
- 2.18. Term means the term of Our Agreement, from the Commencement Date, until Our Agreement is terminated in accordance with clause 4.
- 2.19. Training Services means the personal training services the scope of which is agreed upon in writing from time to time between Schoolzine and You.
- 2.20. Services means the services to be provided by the Service Provider to the Client in accordance with the Project Specification and the Agreement;
- 2.21. Schoolzine Server(s) means the hardware infrastructure where We host the Services.
- 3.1. In this Agreement, unless the contrary intention appears, words in the singular number include the plural and vice versa;
- words importing a gender include any other gender;
- a reference to a person includes bodies corporate and unincorporated associations and partnerships;
- where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;
- a reference to a party includes its successors and assigns (where permitted);
- a reference to any schedule includes a reference to any part of that schedule which is incorporated by reference;
- the recitals to this Agreement do not form part of the Agreement;
- monetary references are references to UK currency.
- 3.2. If any term, covenant, clause or condition of this Agreement, or the application of it to any person or circumstance, is deemed to be invalid or unenforceable, the remaining terms, covenants and conditions will not be affected and will be valid and enforceable.
4. TERM AND TERMINATION
- 4.1. Our Agreement commences on the Commencement Date.
- 4.2. Our Agreement continues until it is terminated by either You or Us giving to the other a Written Notice terminating Our Agreement.
- 4.3. You or We may terminate Our Agreement at any time, without giving any reason for termination.
- 4.4. Notwithstanding the termination of Our Agreement, you must pay all amounts owing to Us for Services provided up to the time of termination which date is determined by clause 4.2.
- 4.5. Subject to clause 4.4, after the date of termination, any Content required to be extracted, where possible, from the Services will attract additional Fees.
6. Data Protection
- 6.1. All personal information that the Service Provider may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and the Client’s rights under the GDPR.
7. Data Processing
- 7.1. In this Clause 7 and in the Agreement, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”).
- 7.2. All personal data to be processed by the Service Provider on behalf of the Client, subject to these Terms and Conditions and/or the Agreement, shall be processed in accordance with the terms of a Data Processing Agreement into which the Parties shall enter before any personal data is processed.
- 7.3. For the purposes of the Data Protection Legislation and for this Clause 7 and the Agreement, the Service Provider is the “Data Processor” and the Client is the “Data Controller”.
- 7.4. The Data Controller shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in the Agreement.
- 7.5. The Data Processor shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under the Agreement:
- 7.5.1. Process the personal data only on the written instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by law. The Data Processor shall promptly notify the Data Controller of such processing unless prohibited from doing so by law.
- 7.5.2. Ensure that it has in place suitable technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events.
- 7.5.3. Will only transfer personal data outside of the European Economic Area if the following conditions are satisfied:
- The Data Controller and/or the Data Processor has/have provided suitable safeguards for the transfer of personal data;
- Affected data subjects have enforceable rights and effective legal remedies;
- The Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and
- The Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data.
- 7.5.4. Assist the Data Controller at the Data Controller’s cost, in responding to any and all requests from data subjects in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office);
- 7.5.5. Notify the Data Controller without undue delay of a personal data breach;
- 7.5.6. On the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of the Agreement unless it is required to retain any of the personal data by law.
8. YOUR RESPONSIBILITIES
- 8.1. You must comply with the SPAM Act 2003 and any other similar law in all countries of the world.
- 8.2. You must ensure the security of Your login to the Services, and that only authorised persons have access.
- 8.3. You must pay the Fees in relation to the Services accessed with Your login by any person to whom You have provided Your login or who obtained login details from You, whether authorised by You or not.
- 8.4. You will procure that Your employees and other persons authorised by You to access the Schoolzine Software comply with Our Agreement.
- 8.5. You agree that You are solely responsible for implementing Your own procedures to satisfy Your own requirements for accuracy of data input and output and Content, and for maintaining a means external to Us for the reconstruction of any of Your lost data or Content.
- 8.6. You warrant that the Content will not infringe the copyright or other intellectual property rights of another person.
- 8.7. You must not disseminate through the Services any Content that is:
- abusive, harassing or obscene,
- illegal in United Kingdom,
- illegal in any country to which the dissemination occurs,
- Harmful Code, or,
- defamatory or offensive.
- 8.8. You indemnify Us from and against any loss or damage (including loss of profits) that We may suffer arising from:
- any breach by You of the terms of Our Agreement,
- any misuse of Your login by You, or by any person whose access to Your login details was from You, or Your failure to maintain the security of Your login details, including any misuse that results in Content loss or misuse or Harmful Code upon the Schoolzine Platform, and
- any breach by You of Our Agreement or any misuse of Your login resulting in any IP Address becoming subject to blacklisting to Us of remedying any blacklisting.
- 8.9. You agree to use the Services in an acceptable manner where Your usage is concurrent with expected usage which includes, among other things: Prohibiting the use of automated methods to extract data from the Services (not including the API).
- 8.10. You agree not to use the Service for any other purpose than that for which it is intended.
8.11. User Accounts and passwords must only be used in accordance with these terms and conditions.
- All users must access the system with their own user account. User Accounts must not be shared or transferred to another person. Requests for additional User Accounts access should be sent to email@example.com
- All information you provide to Schoolzine when requesting a User Account, and when you access and use our Services, is and will remain complete and accurate
- You are responsible for the actions and activity of any person who accesses our Services using your User Account details, including the use of your Account by people you may not have authorised
- You must never share your User Account information with third parties or allow third parties to use your Account
- You are responsible for keeping your account secure. Please keep your password confidential and unique to Schoolzine.
Please notify Schoolzine immediately of any breach or unauthorised use of your Account by sending an e-mail to firstname.lastname@example.org.
9. SUPPORT SERVICES
- 9.1. We will provide Support Services between the business hours of 8.30am and 5.00pm on Business Days.
- 9.2. Support Services will be provided in the first instance by online help accessible within the Platform, in the second instance by email, and in the third instance by telephone.
- 9.3. Free Support Services are limited to "How To" questions on product usage. Other Support Services may attract fees. At all times You will be notified prior to any fees being charged to You.
10. OTHER SERVICES
- 10.1. You and We may agree in writing that We will undertake Programming Services, Training Services, Multimedia Services or specific Support Services.
- 10.2. Any such agreement in writing will set out the scope of the work to be undertaken,the remuneration to be paid by You to Us, and
the timeframe for the work to be undertaken.
- 10.3. Schoolzine Limited provides an online CMS platform. While Schoolzine will use reasonable endeavours to ensure that the Services are available 24 hours a day 7 days a week, it does not make any representations or warranties that access will be uninterrupted or error free. Access to the Platform may be suspended temporarily without notice in the case of system failure, maintenance or repair or any reason beyond Schoolzine's control. Schoolzine reserves the right to change or discontinue any service or feature in whole or in part at any time. Users are not permitted to transfer any services or features purchased by them to any other person.
11. FINANCIAL TERMS
- 11.1. You must pay the Fees to Us, plus the applicable goods and services tax; or where your organisation resides outside United Kingdom, administration fees that are included in the RRP of the Services.
- 11.2. We must provide to You an invoice complying with the Value Added Tax Act 1994.
- 11.3. You must pay invoices within the time notified upon Our invoices.
12. EXCLUSION AND LIMITATIONS OF LIABILITY
- 12.1. You use the Services entirely at Your own risk.
- 12.2. You acknowledge that We have not made any representation or warranty that is not expressly contained in Our Agreement.
- 12.3. You do not rely upon any statement or representation by Us or on Our behalf that is not expressly contained in Our Agreement.
- whether any Service is of merchantable quality; or
- whether any Service will be free of errors or bugs.
- 12.5. We exclude any liability for any Harmful Code that You may download from Our website.
- 12.6. We shall have no liability to You arising from any system downtime, any System Maintenance Time, or any Force Majeure Event, and You are not entitled to any setoff, discount, refund or credit arising from any of the foregoing.
- 12.7. Our maximum liability to You for any loss or damage whatsoever shall be the re-performance of the Services.
- 13.1. We will maintain the Content in confidence, and will not disclose the Content without Your prior written consent.
- 13.2. Clause 13.1 does not apply to the extent that We have a legal obligation to disclose the Content.
- 13.3. We will not sell the Content to any person.
- 13.4. You acknowledge that some of Your Content (such as Your database of email addresses) may at the same time be part of the content of Our other customers.
- 13.5. You acknowledge that We have an obligation to report any illegal act by You, and accordingly We are under no obligation of confidentiality in relation to any such illegal act by You.
- 14.1. We will promptly notify each other in writing of any dispute in connection with Our Agreement.
- 14.2. Upon the written notification of a dispute, You and We shall use our best endeavours to resolve the dispute in good faith, and expeditiously.
- 14.3. If a dispute has not been resolved within 5 Business Days, You and We will refer the matter to our respective Chief Executive Officers (or a senior person delegated by a Chief Executive Officer), who shall use their best endeavours to resolve the dispute in good faith, and expeditiously.
- 14.4. If the dispute has still not been resolved with a further 5 Business Days, You and We will use our best endeavours in good faith to, within a further 5 Business Days, agree upon an alternative dispute resolution process (such as mediation, arbitration, conciliation, or expert determination) to resolve the dispute, and shall in good faith implement that alternative dispute resolution process.
- 14.5. Neither You nor We may commence legal proceedings against the other until You and We have complied with clauses 14.1 to 14.4.
- 14.6. Clause 14.5 does not apply to any urgent interlocutory relief.
15. VARIATION OF OUR AGREEMENT
- 15.1. We may vary any term of Our Agreement at any time. Notification of any variation will be posted within the Services.
- 15.2. The variation takes effect 30 days after notice of the variation is posted.
- 15.3. If You do not agree to be bound by the variation, You may by written notice to Us, terminate this Agreement before the expiration of that 30 day period.
16. SERVICE OF NOTICES
- 16.1. Any notice (including a notice under clause 14) may be served by delivery to, or sending it by post or facsimile to the party to be served, or by sending it by email: if to Us, send to email@example.com or any other email We may post, or if to You, to an email address notified by You to Us in Your management of Your online Schoolzine account.
- 16.2. A notice that is posted shall be deemed received seven days after the date of posting.
17. GOVERNING LAW
- 17.1. Our Agreement is governed by and to be construed according to the law of England.
- 17.2. You and We irrevocably submit to the non-exclusive jurisdiction of the courts of England.
Updated: 24 January 2019