The Supplier has developed certain software applications and platforms which it makes available to subscribers via the internet on a paid for licence basis for the purpose of analysing information security governance, risk, compliance, training and assurance within schools.
The Customer wishes to use the Supplier's service in its Schools.
The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier's service subject to these terms and conditions.
The definitions and rules of interpretation in this clause apply in this agreement.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.2(b).
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Customer Cause: any of the following causes:
any improper use, misuse or unauthorised alteration of the Software by the Customer;
any use of the Software by the Customer in a manner inconsistent with the then-current Documents;
the use by the Customer of any hardware or software not provided by the Supplier; or
the use of a non-current version or release of the Software.
Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
Deliverables: any output of the Services to be provided by the Supplier to the Customer as specified in Schedule 1 and any other documents, products and materials provided by the Supplier to the Customer in relation to the Services.
Documentation: the document made available to the Customer by the Supplier online via our Website, Platform, or such other web address notified by the Supplier to the Customer from time to time and in any other written format from the Supplier from time to time which sets out a description of the Services and the user instructions for the Services and access to the Deliverables.
Effective Date: the date of this agreement.
Initial Subscription Term: the initial term of this agreement as set out in Schedule 2.
Malware: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Normal Business Hours: 9.00 am to 6.00 pm local UK time, each Business Day.
Renewal Period: the period described in clause 14.1.
School: a school (or schools) operated and controlled by the Customer from time to time, which will include, but shall not be limited to, maintained schools, private schools, independent schools, special schools and academies.
Services: the subscription services provided by the Supplier to the Customer under this agreement via app.secureschools.com or any other website notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation.
Software: the online software applications provided by the Supplier as part of the Services.
Subscription: the subscription by the Customer for use of the Services by the Authorised Users;
Subscription Fees: the subscription fees payable by the Customer to the Supplier for the Subscription.
Subscription Term: the Initial Subscription Term together with any subsequent Renewal Periods.
Support Services Policy: the Supplier's policy for providing support in relation to the Services as made available upon request or by website address as may be notified to the Customer from time to time.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Pupil Numbers: the aggregate number of pupils registered at each school under the control of the Customer as identified by the Edubase website from time to time.
Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
A reference to writing or written includes e-mail but not fax
References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.