Terms of Service - SchoolMoney
Terms of Service - SchoolMoney
Terms of service for SchoolMoney
Terms of service for SchoolMoney
1.1
In consideration of the subscription fee paid annually in advance and for the period in respect of which the subscription fee has been paid, the Company:
a. Agrees to provide to Customer use of the following online Company software applications solutions, to the extent specifically identified on Customer order (“Services”):
i. SchoolMoney Unlimited: SchoolMoney unlimited offers an online payments service to customers that gives them the ability to receive payments from an agreed number of contacts and to take bookings for clubs.
OR
ii. SchoolMoney Pay as You Go (PAYG): SchoolMoney PAYG offers an online payments service to customers that gives them the ability to receive payments from an agreed number of contacts chargeable on a per transaction basis and to take bookings for clubs. This is a fixed subscription + a variable usage offering.
b. Agrees to keep confidential all matters relating to the use of the Services in accordance with Section 4.
c. Provides phone, email and remote desktop connection support for the Service from 9-5pm (GMT) Monday to Friday.
d. The Company is registered with the Information Commissioner’s office (Data Protection Register).
1.2
The School will only use the Services internally to run their day-to-day operations.
1.3
The Annual Fee payable under this Contract is exclusive of Value Added Tax (VAT), which shall be paid by the School at the rate and in the manner for the time being prescribed by law.
1.4
Subject to the terms and conditions of this Contract, the Company grants to Customer a limited, non-exclusive, revocable, non-transferable, non-sublicensable right during the Initial Term and any Renewal Period to use the Services in accordance with the scope of use specified in this Contract. The Company retains all right, title, and interest to all Services provided hereunder, including all intellectual property rights contained therein. In addition, the Company owns all right, title, and interest in and to all modifications or derivatives of, and improvements to, software created by either party.
1.5
Customer shall not: use the applications to store or transmit malicious code; interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; attempt to gain unauthorised access to the Applications or their related systems or networks; or attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Services or underlying software in any form or media or by any means; or attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Services or underlying software.
2.1
The Company reserves the right to provide the Customer prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Services or are likely to have a material negative impact upon the Services, without prejudice to the Company’s other notice obligations under the main body of this Agreement.
2.2
The Company reserves the right to provide the Customer prior written notice of the application of an upgrade or change to the Service.
2.3
The Company reserves the right to provide the Customer written notice of the application of any security update to the Service and prior written notice of the application of any non-security update to the Service.
3.1
Unless otherwise agreed to by the parties, this Contract shall become effective as of the date of Customer signature and shall end on (“Initial Term”), and shall be renewed automatically for successive periods of 12 months (each 12 month period being a “Renewal Period”). Either party may provide notice of non-renewal by giving the other party not less than ninety (90) days prior written notice of its intent not to renew at the end of the Initial Term or the end of any Renewal Period.
3.2
Either party may terminate this Contract immediately upon written notice to the other party if the other party
a. materially breaches any of its other obligations under any provision of this Contract, which breach is not remedied within thirty (30) days after notice thereof by the non-breaching party to the breaching party;
b. becomes insolvent or makes an assignment for the benefit of creditors;
c. files or has filed against it any petition or any other proceeding relating to bankruptcy, insolvency, reorganisation or similar debtor relief law which is not discharged within thirty (30) days of said filing; or
d. requests or suffers the appointment of a trustee or receiver, or the entry of an attachment or execution as to a substantial part of its business or assets.
3.3
Upon termination or expiration of this Contract, the Company will immediately cease all processing of personal data and destroy such personal data as the School may instruct. For avoidance of doubt, the Company shall maintain Customer Data for a period of up to thirty (30) days following expiration or termination of this Agreement, and after a further thirty (30) days all Customer Data shall be deleted.
4.1
Each party may disclose to the other party information that it considers confidential or proprietary or may have access to information that is confidential or proprietary to the other party (“Confidential Information”).
a. The terms of the Contract, including any exhibits attached hereto, shall be treated as Confidential Information and shall not be disclosed by the Customer or any person or entity having access to it. The existence but not any of the terms of this Contract may be disclosed by either party without the prior written consent of the other. Each of the parties may reveal the terms of this Contract to its own officers, directors, shareholders, employees, agents, investors or prospective investors who have a need to know the terms of this Contract, and who are subject to prior confidentiality agreements or who agree in writing to maintain the confidentiality of the terms.
b. The School acknowledges that the Services provided under this Contract and all documentation contains the proprietary and Confidential Information of the Company. Customer agrees to hold the Services and all related documentation in confidence and to take all reasonable precautions to ensure that no unauthorised persons have access to the Services and that no unauthorised copies are made. Breach of this provision shall be grounds for immediate termination of this Contract without further obligation to Customer and grounds for recovery of all damages resulting from breach of these confidentiality obligations.
4.2
Each party agrees that it will not, during or after the Term of this Contract, or for a period of five (5) years following the date of disclosure, or in the instance of trade secret information, for such period as the information continues to qualify as a trade secret, permit the duplication or disclosure of any Confidential Information to any unauthorised person or entity. Each party shall ensure that a non-disclosure agreement is executed with outside agents including consultants or contractors who will be exposed to such Confidential information with provisions at least as protective as those contained herein.
4.3
Each party shall use the same degree of care in protecting the Confidential Information of the other party that it uses to protect its own Confidential Information, but in no event less than a reasonable standard of care. Each party shall limit access to the other’s Confidential Information to those of its employees, contractors and agents who need such access for purposes consistent with this Contract and who have signed confidentiality agreements containing restrictions consistent with those set forth herein.
4.4
Each party may disclose Confidential Information of the other party if compelled by applicable law or proper legal or governmental authority, provided that the receiving party shall give prompt written notice to the disclosing party of any such legal or governmental requirement in order to permit the disclosing party to seek a protective order or other appropriate relief.
4.5
Except as provided herein, the Parties agree to return all Confidential Information obtained from the other party upon the termination or expiration of this Contract or certify in writing that all such Confidential Information and copies thereof have been destroyed.
4.6
Notwithstanding the foregoing, the Company reserves the right to use Customer’s name in promoting its services on www.eduspot.co.uk website or any marketing materials for the duration of this Contract only and subject to Customer’s prior approval to any such promotion or marketing material.
5.1
Except as expressly provided in this Contract or as prohibited by law (and without limiting liability for personal injury or death arising from the Company’s negligence), the Services are provided “as is” and no warranty condition undertaking or term express or implied statutory or otherwise and all such warranties, conditions, undertakings and terms are hereby excluded.
5.2
The aggregate liability of each party arising out of or related to this Contract, whether in contract, tort or any other theory of liability, shall not exceed the total amount paid by Customer hereunder in the 12 months preceding the incident. The foregoing shall not limit Customer’s payment obligations under the Payment Terms section of this Contract.
a. In no event will the Company be liable for: (i) any damages arising out of or related to the failure of Customer or its affiliates or suppliers to perform their responsibilities; (ii) any claims or demands of third parties; or (iii) any lost profits, loss of business, loss of data, loss of use, lost savings or other consequential, special, incidental, indirect, exemplary or punitive damages, even if the Company has been advised of the possibility of such damages.
6.1
The Company agrees to indemnify, defend and hold Customer and their officers, directors, employees and agents (“Customer Indemnitees”) harmless for any third-party claim including reasonable attorneys’ fees, that the Services directly infringes any UK copyright or misappropriates any trade secret recognised under UK law, subject to the overall limitation of damages hereunder.
6.2
Customer shall give the Company sole control of the defence thereof and any related settlement negotiations, and Customer shall reasonably cooperate with the Company in such defence, including, without limitation, by making available to the Company all documents and information in Customer’s possession or control that are relevant to the infringement or misappropriation claims.
6.3
The indemnification obligation in this section shall be effective only if (1) at the time of the alleged infringement, Customer was using a currently supported version of the Services, (2) Customer gives the Company prompt written notice of the Claim and provides the Company with a copy of all notices received by Customer with respect to the proceeding, and permits the Company to defend, and (3) Customer reasonably cooperates in the defence of the claim.
6.4
To reduce or mitigate damages, the Company may at its own expense, either (a) procure the Customer the right to continue using the Services, (b) replace or modify the Services so that it becomes non-infringing, or (c) after having utilised best efforts to accomplish (a) or (b) herein, terminate Customer’s right to use the Services and give Customer a refund or credit for the Annual Fee actually paid by Customer for the infringing components of the Services less a reasonable allowance for the period of time Customer has used the Services. If the Company supplies a non-infringing Release of the Services, Customer shall promptly install it on its computer system, and terminate use of prior Releases of the Licensed Product.
6.5
Notwithstanding the foregoing, the Company will have no obligation with respect to any infringement or misappropriation claim based upon (a) any use of the Services not in accordance with this Contract, (b) any use of the Licensed Product or any Configuration Program in combination with other products, equipment, software or data not supplied by the Company, (c) any use of any release of the Licensed Product or any Configuration Program other than the most current release made available to Customer, (d) the Company’s design or modification of the Deliverable in compliance with specifications provided by Customer, or (e) any unauthorised modification of the Licensed Product or any Configuration Program. The remedies set forth in this Section are Customer’s exclusive remedies and the Company’s sole obligation with respect to any claim arising from or relating to any third-party claims of infringement.
7.1
Payment terms for all invoices shall be within thirty (30) calendar days from the date of invoice. Customer shall have ten (10) days from receipt of invoice to advise in writing of any disputed charge appearing in the invoice. Unless otherwise provided in this Contract: (a) fees shall be paid in Pound Sterling (£); (b) fees are exclusive of all taxes, duties, and assessments.
7.2
In the event that Customer fails to pay any invoiced amounts within thirty (30) days of the invoice date, the Company may, at its discretion, impose late payment interest charges equal to one and one-half percent (1.5%) per month against the outstanding balance, or the maximum rate allowed by law.
7.3
If any undisputed invoiced amount is more than sixty (60) days overdue the Company may, without limiting its rights and other remedies, suspend Service to Customer until such amounts are paid in full, provided however that the Company shall provide Customer with no less than thirty (30) days advance written notice of such pending suspension of Service to Customer.
7.4
The Company shall not exercise its rights to overdue charges and suspension of service if Customer has notified the Company within ten (10) days of receiving an invoice that Customer reasonably and in good-faith disputes amounts charged to Customer and Customer is cooperating diligently to resolve dispute. Customer shall not withhold payment on undisputed sums due based upon a disputed portion of an invoice.
8.1
The Company agrees to comply with the Data Processing Agreement entered into by the parties.
9.1
The Company shall take all reasonable steps to ensure the reliability of any employees who may have access to personal data and ensure that all employees have received relevant training in data protection and in the care and handling of Customer Data and understand how this relates to the Company’s contractual obligations.
9.2
The Company shall ensure that only those employees who may assist in carrying out its obligations under the contract shall have access to Customer Data.
10.1
Customer shall not assign its rights or delegate its obligations under this Contract without the prior written consent of the Company, except that Customer may assign any right or obligation set forth in this Contract to a successor entity in the event of a merger, consolidation or sale of Customer’s business or all or substantially all of Customer’s stock or assets, provided the assignee agrees in writing to assume all of Customer’s obligations and obligations under this Contract. Any attempted assignment in violation hereof shall be void and of no force or effect. The Company may assign its rights and delegate its duties hereunder at any time without the consent of Customer.
11.1
The following sections shall survive termination or expiration of this Contract: Payment Terms, Confidentiality, Disclaimer of Warranty, Indemnification, Limitation of Liability, Termination, and General shall survive termination of this agreement.
11.2
This Contract shall be governed by and construed in accordance with the law of England and Wales and the parties shall submit to the exclusive jurisdiction of the Courts of England and Wales.
11.3
The representative signing shall be used by the Company as the primary contact for all future communications regarding terms and conditions and any other relevant information pertaining to our service unless the Company is advised with an alternative via the appropriate methods. It is Customers duty to advise of any change in primary contact.
