Schoolcomms Licence Agreement for Schools
Important: Please read carefully before using this service.
This Agreement applies only to Schoolcomms Customers contracted before 1st December 2017 and is valid up until the first contract renewal after 1st December 2017.
Please read this Agreement carefully before using the Schoolcomms Products and Services. By installing, accessing or using the Schoolcomms Products and Services, or by clicking to indicate that you have read and agreed to these terms, you agree to be legally bound by this Agreement and as they may be modified and posted on our website from time to time.
If you do not wish to be bound by these terms and conditions then you may not use Schoolcomms Products and Services.
The terms: “you,” and “your” are referring to you, your employees, and your users; “we” and “our” refer to Schoolcomms, operating from Continental House, Kings Hill, Bude, Cornwall EX23 0LU; and, references to “party” and “parties”’ refer to either or both of us as a party or parties to this Agreement.
|“Agreement”||this agreement between us and you for the provision of Schoolcomms Products and Services;|
|“Annual Licence Fee”||an annual charge made to you in consideration of a licence to access and use any Schoolcomms Products and Services for which you have contracted under this Agreement, representing a charge made for services supplied until the next Annual Licence Fee invoice is due;|
|“Customer”||you, the school or other establishment or organisation, that contracts with us under this Agreement;|
|“Effective Date”||the date this Agreement becomes effective either by its incorporation by means of an explicit reference in a document signed by you, or, in the case of a valid order form submitted electronically by you to us, the date such order form is received by us;|
|“Intellectual Property Rights”||all copyrights, patents, utility models, trademarks, service marks, registered designs, moral rights, design rights (whether registered or unregistered), technical information, know-how, database rights, semiconductor topography rights, business names and logos, computer data, generic rights, proprietary information rights and all other similar proprietary rights (and all applications and rights to apply for registration or protection of any of the foregoing) as may exist anywhere in the world;|
|“Schoolcomms Products and Services”||our products and services which may include Schoolcomms®, Schoolcomms Messaging™, Schoolcomms Messaging – Just Text™, Schoolcomms Messaging – Standard™, Schoolcomms Messaging – Premium™, Schoolcomms Payments™, Schoolcomms Clubs™, Schoolcomms Online Reporting™, Schoolcomms OLR™, Schoolcomms Dinners™, School Gateway™, Schoolcomms Web Messenger™, Schoolcomms Mobile Messenger™, Schoolcomms Desktop™, and related support sites for these products; and, services provided by us that may include the Schoolcomms Collection Service™, Audit Services, and other services such as support, setup, training, project management and consultancy;|
|“Term”||a period of twelve (12) months from the Effective Date, which will be renewed automatically, for additional periods of twelve (12) months, unless otherwise indicated on our renewal invoice;|
In consideration of your payment of the Annual Licence Fee, we agree to provide you with, and you hereby accept, a non-exclusive, non-transferable licence for you to access and use Schoolcomms Products and Services for the Term, subject to the conditions laid out below.
- Use of the Schoolcomms Products and Services is limited to the number of users specified in your purchase agreement. Without a purchase agreement, you are entitled to use the Schoolcomms Products and Services in a restricted demonstration mode only.
- This Schoolcomms Products and Services are for use in the transmission of electronic messages and information, and the collection of parental income, and such use must follow Schoolcomms Acceptable Use Policy.
- Use of the Schoolcomms Products and Services is limited to the number of years from the date of purchase as indicated by the invoice provided by us, and may be automatically renewed upon payment for additional years of use.
- All proprietary Intellectual Property Rights in the Schoolcomms Products and Services and other materials used by us in the performance of this agreement, whether or not supplied to you, shall remain with us or our licensors.
- We shall have no obligations under this Agreement during a given Term until we have received the fees due from you, in full, in cleared funds.
You may not:
- Exceed the number of users as specified by the purchase agreement, without first purchasing an additional licence from us.
- Modify, sell or distribute any of the Schoolcomms Products and Services, or use any of the content within the Schoolcomms Products and Services, other than to send and report on electronic communications transmitted solely though the Schoolcomms Products and Services.
- Distribute or publish any part of the Schoolcomms Products and Services as part of an electronic document or web page other than for the promotion of the Schoolcomms Products and Services within or on behalf of the establishment for which the product is licensed.
- Rent, lease, time-share, sub-license, or transfer the Schoolcomms Products and Services.
- Modify, translate, adapt, disassemble, decompile, reverse engineer, or in any way copy the source code from the Schoolcomms Products and Services.
- Copy or emulate in any way the design, layout, or functionality of this Schoolcomms Products and Services.
- If you wish to cancel your Agreement, this must be done in writing giving no less than thirty (30) days’ notice in advance of the renewal date.
- You may terminate this Agreement without any refund at any time by giving thirty (30) days’ notice in writing.
- If you don’t provide the required notice, then you will be liable for the fees due for the subsequent renewal Term.
- Upon cancellation any unused text credits remaining will be lost and no refunds are payable.
- Pay as You Go licences may be terminated by us, if SMS credits are not purchased at least once in every calendar year after the date of activation.
- Should the service not be used for whatever reason, we, or our distributor, shall not be responsible for any lack of use and no refunds will therefore be payable.
- We reserve the right to cancel this Agreement at any time if you are in breach of any of these terms of this Agreement.
You shall pay the fees for the Term in full within thirty (30) days of the date of purchase as indicated on the invoice. You shall pay the fee for any SMS credits purchased in full within thirty (30) days of the date of purchase as indicated on the invoice.
We reserve the right to introduce or revise charges for any service provided at our sole discretion but any changes will be notified at least thirty (30) days prior to introduction unless enforced by a 3rd party (e.g. VAT rate change or similar).
Renewal of this Agreement:
Thirty (30) days prior to the end of any Term we will automatically submit an invoice for the Annual Licence Fee at our then prevailing rate, for a further Term. Any change to this Agreement, or to the Term, will be notified on the invoice. You shall be deemed to have accepted any changes to the Agreement or to the Term, if you have not notified us in writing, of your intention to cancel this Agreement, prior to the expiry of the current Term, or if you use the Schoolcomms Products and Services after the start of the renewal Term.
You may not assign any rights hereunder, directly or by operation of law, without our prior written consent, which consent may not be unreasonably withheld. For the purposes of this Agreement, assignment shall include, but not be limited to, transfer of control, any ownership change which results in a new majority owner and any change in the jurisdiction of incorporation.
For the purposes of an Academy conversion, written notification should be sent to the Bude office address prior to conversion, confirming the date of conversion, and changes of the school name or the DfE number.
We may at any time transfer all or any part of our rights and/or obligations under this Agreement and upon completion of any such transfer (including the assumption by the transferee of all our remaining rights, benefits and obligations) we will be released from and have no further obligation under this Agreement. You will promptly execute all documents reasonably requested by us to affect, perfect record or implement such transfer and will promptly comply with any of our or our successors’ other reasonable requests in respect of such transfer.
Acceptable Use Policy:
Users are solely responsible for the content of electronic communications delivered through the service, and agree not to transmit through the site any unlawful, harassing, libellous, threatening, harmful, vulgar, obscene statement or otherwise objectionable communication.
We may prevent you on a temporary or permanent basis from sending e-mail messages or SMS messages to e-mail addresses or mobile phone numbers where the recipient or any third party involved in the transmission of messages has notified us that messages from you are spam, or where the e-mail address or phone number are no longer valid.
We do not exercise editorial control over your transmissions; however, we do reserve the right to review your transmissions in order to ensure compliance with this Policy. We do not disclose the contents of any communication other than to the recipient, except as required by law or a legal proceeding or investigation. Occasionally, in the normal course of business our employees may view the contents of an electronic communication while providing technical support or troubleshooting delivery systems, or contents will be scanned for keywords to summarize how, in general, the service is being used.
Copyright & Trademark:
The information contained in Schoolcomms Products and Services is copyrighted and may not be distributed, modified, reproduced in whole or part without prior written our permission. Except for the incidental printing of web pages and Schoolcomms Products and Services transmission content as provided for herein, the images from Schoolcomms Products and Services may not be reproduced in any form without prior our written consent.
Disclaimer of Warranties:
To the maximum extent permitted by applicable law, we, and our suppliers, provide Schoolcomms Products and Services as is and with all faults, and hereby disclaim all warranties and conditions, either express, implied or statutory, including, but not limited to, any (if any) implied warranties or conditions of merchantability, of fitness for a particular purpose, of lack of viruses, of accuracy or completeness of responses, of results, and of lack of negligence or lack of workmanlike effort, all with regard to Schoolcomms Products and Services, and the provision of or failure to provide support services. THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT, WITH REGARD TO SCHOOLCOMMS PRODUCTS AND SERVICES. THE ENTIRE RISK AS TO THE QUALITY OF OR ARISING OUT OF USE OR PERFORMANCE OF SCHOOLCOMMS PRODUCTS AND SERVICES, IF ANY, REMAINS WITH YOU.
Exclusion of Incidental, Consequential and Certain other Damages:
To the maximum extent permitted by applicable law, in no event shall we or our suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use Schoolcomms Products and Services, the provision of or failure to provide support services, or otherwise under or in connection with any provision of this Agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty by us or our supplier, and even if we or our supplier has been advised of the possibility of such damages.
Limitation of Liabilities and Remedies:
Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), our entire liability and any of our suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for Schoolcomms Products and Services in the preceding twelve (12) months. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
Schoolcomms is an operating division of
Cornwall EX23 0LU
Phone: +44 333 332 7147 www.schoolcomms.com
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