Terms & Conditions

BACKGROUND:

This agreement applies as between the Learning Establishment (‘you’), user of this Web Application and Pupil Asset, the owner(s) of this Web Application. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the Web Application. If you do not agree to be bound by these terms and conditions, you should cease using the Web Application immediately.

  1. Definitions and Interpretation

In this Agreement the following terms shall have the following meanings:

“Account”

means collectively the personal information, payment information and credentials used by Users to access Paid Content and / or any communications System on the Web Application;

“Content”

means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this Web Application;

“Free Content”

means any Content that is accessible without the payment of a Subscription Fee;

“Learning Establishment”

being a provider of education to persons of any age including, but not limited to, schools, colleges, universities and professional / adult education providers;

“Pupil Asset”

means Pupil Asset Limited (Company No. 07310870) whose registered office is at Nsba Ltd, Unit 6 The Granary, Philip Ford Way Silfield Road, Wymondham, Norfolk, NR18 9AU

“Paid Content”

means Content accessible only upon the creation of an Account and the payment of a Subscription Fee and refers to all Content that does not amount to Free Content;

“Service”

means collectively any online facilities, tools, services or information that Pupil Asset  makes available through the Web Application either now or in the future;

“Software”

Pupil Asset is a web-based system the features of which will be detailed in your quote and invoice confirmation. In order to access the system you must ensure that your internet browser is up to date.

“Subscription Fee”

Means the agreed annual Subscription Fee payable in accordance with these Terms and Conditions;

“Subscription Period”

Means the period for which a subscription has been purchased and refers to an annual subscription;

“System”

Means any online communications infrastructure that Pupil Asset makes available through the Web Application either now or in the future. This includes, but is not limited to, web-based email, message boards, live chat facilities and email links;

“User / User/s”

Means any third party authorised and employed by the Learning Establishment that accesses the Web Application and is acting in the course of their employment and whose details have been notified to Pupil Asset;

“Nominated User”

Means person elected by the Learning Establishment to be the prime recipient of support from Pupil Asset.

“Web Application”

https://secure.pupilasset.com

  1. Intellectual Property
    1. Pupil Asset will provide the services as set out in the bespoke quote that will be provided to you along with these Terms and Conditions.
    2. Pupil Asset provide a simple bespoke system that tracks formative & summative attainment and progress for cohorts, groups & individuals. Pupil Asset can at any time change and amend the services provided in order to enhance the service to the User. Notice of such a change will be given 7 days before such change is due to take effect.
  1. Intellectual Property
    1. Subject to the exceptions in Clause 5 of these Terms and Conditions, all Content included on the Web Application, unless uploaded by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of Pupil Asset. By continuing to use the Web Application you acknowledge such ownership and that such material is protected by applicable United Kingdom and International intellectual property and other laws.
    2. Material from the Web Application may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 or those detailed in Clauses 3 and 4 of these Terms and Conditions apply.
  1. Use of Free Content
  2. You may not print, reproduce, copy, distribute, store or in any other fashion re-use Free Content from the Web Application for personal, commercial or educational purposes only unless otherwise indicated on the Web Application or unless given express written permission to do so by Pupil Asset. Specifically, you agree that:

    1. you will not systematically copy Free Content from the Web Application with a view to creating or compiling any form of comprehensive collection, compilation, directory or database unless given express written permission to do so by Pupil Asset;
    2. employees of Learning Establishment may only use the Free Content of the Web Application for teaching purposes.
  1. Use of Paid Content
    1. Payment of a Subscription Fee grants you a non-exclusive licence for the Subscription Period to use all Paid Content on the Web Application which is specifically authorised for your use. The exact nature of your Paid Content and any exceptions will be confirmed by your order confirmation either at initial purchase or point of upgrade, if applicable.
    2. Under such a licence, you agree that:
      1. you will not systematically, periodically or in any other way (including one off events) copy Paid Content from the Web Application with a view to creating or compiling any form of comprehensive collection, compilation, directory or database unless given express written permission to do so by Pupil Asset;
      2. employees of Learning Establishments may only use the Paid Content of the Web Application to record progress, perform statistical review and deliver presentations to other users and appropriate external authorities.
    3. An obligation exists on the Learning Establishment to ensure that Paid Content is accessed only by Users.
  1. Third Party Intellectual Property
    1. Where expressly indicated, certain Content and the Intellectual Property Rights subsisting therein belongs to other parties. This Content, unless expressly stated to be so, is not covered by any permission granted by Clauses 3 and 4 of these Terms and Conditions to use Content from the Web Application. Any such Content will be accompanied by a notice providing the contact details of the owner and any separate use policy that may be relevant.
  1. Links to Other Websites
    1. This Web Application may contain links to other sites. Unless expressly stated, these sites are not under the control of Pupil Asset or that of our affiliates. We assume no responsibility for the content of such web sites and disclaim liability for any and all forms of loss, cost or damage arising out of the use of them. The inclusion of a link to another site on this Web Application does not imply any endorsement of the sites themselves or of those persons or entities in control of them.
  1. Links to this Web Application
    1. Those wishing to place a link to this Web Application on other sites may do so only to the home page of the site https://secure.pupilasset.com without prior permission. Deep linking (i.e. links to specific pages within the site) requires the express written permission of Pupil Asset. To find out more please contact us by email at admin@PupilAsset.com or by post (see address in Clause 1).
  1. Use of Web Application
    1. When using the Web Application and / or any other System on the Web Application you agree to do so in accordance with the following rules:
      1. You must not use obscene or vulgar language;
      2. You must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;
      3. No Content that is intended to promote or incite violence or discrimination;
      4. It is advised that posts on message boards, chat facilities or similar and communications with Pupil Asset are made using the English language as we may be unable to respond to enquiries submitted in any other languages;
      5. You must not post links to other web sites containing any of the above types of Content;
      6. The means by which you identify yourself must not violate these terms of use or any applicable laws;
      7. You must not engage in any form of commercial advertising. This does not prohibit references to businesses for non-promotional purposes including references where advertising may be incidental;
      8. You must not impersonate other people, particularly employees and representatives of Pupil Asset or our affiliates; and
      9. You must not use our System for unauthorised mass-communication such as “spam” or “junk mail”;
    2. You acknowledge that Pupil Asset reserves the right to monitor any and all communications made to us or using our System.
  1. Support Services
    1. Support is available to the Nominated User.
      1. E-mails can be submitted to Pupil Asset at any time. E-mails shall be dealt with during normal UK working hours i.e. Monday to Friday 9.00am to 5.00pm not including UK public holidays.
      2. Telephone support calls can be made on 0044 603 631436 and shall be processed within the working hours as defined in sub-Clause 9.1.1.
      3. Pupil Asset reserves the right to refer queries from any Learning Establishment to the Nominated User.
      4. Training services will be available on request at a separate cost. Learning Establishments are to contact Pupil Asset for further information.
    2. Accounts
    3. In order to access Paid Content on this Web Application and to use the facilities you are required to create an Account which will contain certain personal details which may vary based upon the type of Account that you choose. By continuing to use this Web Application you represent and warrant that:
      1. all information you submit is accurate and truthful; and
      2. you will keep this information accurate and up-to-date.

      Your creation of an Account is further affirmation of such representation and warranty above.

    4. Sharing of accounts outside the Learning Establishment is not permitted. You are required to keep your Account details confidential and must not reveal your Username and Password to anyone. If you use a shared computer, it is recommended that you do not save your Account details in your Internet browser.
    5. The Learning Establishment shall be responsible for the monitoring and use of the password enabling its access to the Web Application.
    6. When choosing your Username you are required to adhere to the terms set out above in Clause 8. Any failure to do so could result in the immediate or subsequent suspension and/or termination of your Account at Pupil Asset’s sole discretion.
  1. Subscriptions
    1. Subscription charges commence on the date that Pupil Asset activates your Account. Your Learning Establishment shall be invoiced on activation and in accordance with the terms below thereafter.
    2. If you terminate your subscription or Account, you will continue to have access to the Paid Content for the remainder of the Subscription Period you are currently in up until the renewal date whereupon access will cease unless you choose to pay the Subscription Fee and reactivate your subscription.
    3. Pupil Asset reserves the right to review and change the Subscription Fee and undertakes to give reasonable notice of any such changes to the Learning Establishment.
  1. Payment Terms
    1. Payment is due 30 days from the date of invoice.
    2. Your first payment will be at the agreed price, the same being stated on your invoice, advertised on the Web Application.
    3. Without prejudice to any right of termination, in the event that any payment due under this agreement is not made on the due date (in the discretion) be entitled to charge interest (both before and after any judgment) on a day to day basis upon the overdue amount at 8% (eight per cent) above the Bank of England base rate from time to time as defined by the Late Payments of commercial Debts (interest) Act 1998.
    4. During the Term, Pupil Asset reserves the right to increase the Charges subject to giving the user at least 90 days written notice thereof to have effect from the first day of the next annual period.
    5. Pupil Asset reserves the right to charge, as follows, for pre scheduled activities which are subsequently cancelled or postponed by the customer.
      1. 100% payable if less than 2 full working days notice
      2. 66% payable if less than 5 full working days notice
  1. Termination
    1. Either party may terminate this Agreement in the event that the other party enters into a voluntary arrangement with its creditors or (being an individual) is the subject of a bankruptcy order or (being a partnership, company or other body) enters into any formal proceedings (or anything analogous) for its administration, receivership, winding-up or liquidation (except for the purpose of amalgamation or a solvent reconstruction) or otherwise ceases to trade.
    2. Either party may terminate this Agreement in the event that the other party commits a material breach of this Agreement and, if the breach is capable of remedy, the party in breach fails to remedy the breach in question within fifteen 21 Working Days of receiving written notice from the other party requiring the same. Services Agreement
    3. Where the termination of this Agreement by Pupil Asset results from a breach of this Agreement by the Customer, Pupil Asset shall be entitled to retain all the Charges paid to Pupil Asset by the Customer up to and including the date of termination.
    4. Any termination of this Agreement shall be without prejudice to the remedies of either party in respect of a subsisting breach.
    5. Pupil Asset reserves the right to effect immediate termination of your Account or subscription.
    6. You undertake to give Pupil Asset no less than one month’s notice prior to the termination of your Account or subscription.
    7. If Pupil Asset terminates your Account as a result of your breach of these Terms and Conditions you will not be entitled to any refund.
    8. If Pupil Asset terminates your Account or subscription for any other reason, you will be refunded any remaining balance of your Subscription Fee. Such a refund will be calculated based upon the fee being divided by the number of days in the applicable Subscription Period and multiplied by the number of days remaining until the end of the Subscription Period.
    9. If Pupil Asset terminates your Account or subscription, you will cease to have access to Paid Content or Free Content from the date of termination, unless otherwise agreed in writing.
    10. If you terminate your Account or subscription, you will continue to have access to Paid Content for the remainder of your Subscription Period as per Clause 11.2.
    11. Request for data post termination must be made in writing with two weeks notice given to Pupil Asset. Subject to data protection protocols, all data shall be communicated by way of Common Transfer Format (CTF) and sent encrypted / made available for download.
  1. Privacy
    1. Pupil Asset will not duplicate, distribute or enable access to pupils’ data unless requested by the Learning Establishment to do so for valid purposes of the Learning Establishment. This type of request is to be made in writing and with reasonable notice given to Pupil Asset. All dealings with pupil data and information will be subject to the Data Protection Act 1998.
    2. Pupil Asset and the Customer shall use all reasonable endeavors to keep confidential (and ensure that their employees, agents and sub-contractors keep confidential) all information received by them relating to any part of the business and affairs of the other party and, in the case of the Customer, any aspect of the Services designated as confidential by Pupil Asset provided that these obligations shall not apply to information which:
      1. is or becomes publicly known through no wrongful act of the party concerned; or
      2. is required to be disclosed by an order of law or other binding Customer; or
      3. is disclosed to any adviser of either party bound by a professional duty of confidentiality.
    3. Each party shall notify the other in writing if it becomes aware of any breach of confidentiality and give all reasonable assistance to the other party in pursuing its rights where a breach of confidence occurs.
    4. Pupil Asset and the User shall use all reasonable endeavors to keep confidential (and to ensure that their employees, agents and sub-contractors keep confidential) all information received by them, relating to any part and, in the case of the Customer, any aspect of the services designated as confidential by Pupil Asset.
    5. Pupil Asset will only act on the instructions of the Data Controller of the Client when it comes to the processing of Data. Personal data and Metadata will only be processed to enable us to deliver or improve the level of service provided.
  1. Disclaimers
    1. With the opportunity given to the Learning Establishment to test the Web Application through the available trial version, Pupil Asset makes no warranty or representation that the Web Application will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, or that it will be secure.
    2. Whilst every reasonable endeavor has been made to ensure that all information provided on this Web Application will be accurate and up to date, Pupil Asset makes no warranty or representation that this is the case. We make no guarantee of any specific results from the use of our services.
    3. No part of this Web Application is intended to constitute advice and Pupil Asset accepts no liability for any decisions or undertakings based on the Content of this Web Application.
    4. Educational use of the information on this Web Application is permitted, however Pupil Asset makes no representation or warranty that this Content is suitable for use in educational situations or that it constitutes accurate data and / or advice on which educational decisions can be based. Whilst every effort has been made to ensure that all descriptions of services available from Pupil Asset correspond to the actual services available, Pupil Asset is not responsible for any variations from these descriptions.
    5. Availability of the Web Application The Service is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and / or faults. To the maximum extent permitted by the law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
    6. Pupil Asset accepts no liability for any disruption or non-availability of the Web Application resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.
    7. Pupil Asset’s liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising out of our breach of these Terms and Conditions shall be limited to the value of a User’s current annual subscription. For all other direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Web Application or any information contained therein, to the maximum extent permitted by law, Pupil Asset accepts no liability. Users should be aware that they use the Web Application and its Content at their own risk.
    8. Nothing in these Terms and Conditions excludes or restricts Pupil Asset’s liability for death or personal injury resulting from any negligence or fraud on the part of Pupil Asset.
    9. Whilst every effort has been made to ensure that these Terms and Conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions. This term shall apply only within jurisdictions where a particular term is illegal.
  1. No Waiver
    • In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.
  1. Previous Terms and Conditions
    • In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.
  1. Notices
    • All notices / communications shall be given to us either by post to Pupil Asset (see address in Clause 1) or by email to admin@PupilAsset.com. Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.
  1. Law and Jurisdiction
    • These Terms and Conditions and the relationship between the Parties shall be governed by and construed in accordance with the Law of England and Wales and the Parties agree to submit to the exclusive jurisdiction of the Courts of England and Wales.

Pupil Asset Ltd. May 2016

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