You understand that by ordering any of the Online Services, You will be bound by these Terms of Supply in the version current at the time that order is placed. Please read these Terms carefully and make sure that You understand them, before ordering any Products. Please click on the button marked “Accept” at the end of these Terms if You accept them. If You do not accept these Terms of Supply, You will not be able to order or receive any of the Online Services.
In these Terms of Supply:
1.1. the following words and expressions shall have the meanings given:
those institutions, establishments, employees, agents and independent contractors of You who are authorised by You to use the Online Services and the Documentation;
any day which is not a Saturday, Sunday or public holiday in the UK;
information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 14.5;
the data inputted by You, Authorised Users, or SchoolCal on Your behalf for the purpose of using the Online Services or facilitating Your use of the Online Services;
the documents made available to You by SchoolCal online via the Web Address which set out a description of the Online Services and the user instructions for the Online Services;
the date from which You first become entitled to use the Online Services, on receipt of the Confirmation;
the password protected logon that allows an Authorised User to access the Online Services.
Initial Subscription Term:
The initial period in respect of which You have paid Subscription Fees for the right to use an Online Service;
The agreed charging period for Online Services, which in the initial Subscription Term shall be either (i) the Initial Subscription Term or (ii) each year thereof, and at the end of the Initial Subscription Term shall be each Renewal Period;
Normal Business Hours:
9.00 am to 5.00 pm local UK time, each Business Day;
the subscription services provided by SchoolCal to You under the Terms of Supply via the Web Address, as more particularly described in the Documentation;
the period described in clause 19.1;
the subscription fees payable by You to SchoolCal for the User Subscriptions, as set out from time to time on the Website;
has the meaning given in clause 19.1;
the user subscriptions purchased by You pursuant to clause 6 which entitle Authorised Users to access and use the Online Services and the Documentation in accordance with these Terms of Supply;
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;
http://www.School-Cal.co.uk or such other address as SchoolCal may notify to You from time to time;
the person, institution or establishment, who subscribes to and pays for the use of Online Services and (where the context so admits) any Authorised User and Your shall be construed accordingly.
2.1 SchoolCal is a limited company registered in England and Wales under company number 09326818. Its registered office is at Manchester Business Park, 3000 Aviator Way, Manchester M22 5TG.
2.2 SchoolCal VAT number is 222374336.
2.3 SchoolCal operates the Website and Web Address.
2.4 SchoolCal has developed certain software applications and platforms which it makes available to subscribers via the internet on a pay-per-site basis for the purpose of the communication within educational establishments.
2.5 The Online Services will be available for You to use only in Your operations.
3.1 Access to the Website may not be legal by certain persons.
3.2 By placing an order for Online Services through the Website, You warrant to SchoolCal that You are legally capable of entering into binding contracts
4.1 You confirm that You have authority to bind any undertaking on whose behalf You use the Website to purchase Online Services.
4.2 These Terms of Supply and any document (including any document which is accessed by a hyperlink on the Website or in these Terms of Supply) expressly referred to in them constitute the entire agreement between You and SchoolCal. You acknowledge that You have not relied on any statement, promise or representation made or given by or on behalf of SchoolCal which is not set out in these Terms of Supply or any document expressly referred to in them.
5.1 You are responsible for the acts and/or omissions of any persons making use of Your Identity(ies) whether authorised to do so or not. You will promptly notify SchoolCal on becoming aware of any Identity and/or password being known and/or available to a third party and You will immediately take all necessary steps to change the password associated with any Identity which has been compromised.
5.2 If You become aware that any unauthorised access to or use of any Online Service has occurred or may occur, You will promptly notify SchoolCal.
5.3 If SchoolCal becomes aware that any unauthorised access to or use of an Online Service has occurred or may occur, SchoolCal will promptly notify You and may take steps to suspend and/or terminate Your access to or use of the Online Services.
5.4 Without prejudice to SchoolCal’s rights under clause 5.3, upon notification under clause 5.1 or 5.2 SchoolCal will discuss with You what steps if any may be appropriate to reduce the risk of any further unauthorised access to or use of the Online Services, and SchoolCal and You will each take such steps as soon as is reasonably practicable each bearing their own costs.
5.5 Where at any time SchoolCal becomes aware that You are not complying with these Terms of Supply including but not limited to access to or use of the Online Services or that there has been or may be unauthorised access to or use of any Online Service, SchoolCal reserves the right to suspend and/or terminate Your access to any Online Services, and will notify You in the event that suspension or termination occurs. SchoolCal has discretion to restore the Your access where You have demonstrated to SchoolCal’s reasonable satisfaction that such non-compliance has ceased and the You are taking all reasonable steps to prevent its recurrence.
5.6 The Terms of Website Use apply to Your use of the Online Services.
5.7 Authorised Users are authorised to use the Online Services only for the reasonable purposes of Your undertaking.
6.1 Subject to You purchasing the User Subscriptions the restrictions set out in this clause 6 and the other provisions of these Terms of Supply, SchoolCal hereby grants to You a non-exclusive, non-transferable right to permit the Authorised Users to use the Online Services and the Documentation during the Subscription Term solely for Your activities.
6.2 You shall not nor will any Authorised User or person using an Identity (whether or not authorised by You or an Authorised User) access, store, distribute or transmit any Viruses, or any material during the course of its use of the Online Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(f) causes damage or injury to any person or property;
and SchoolCal reserves the right, without liability to You, to disable access to any material that breaches the provisions of this clause.
6.3 You shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under these Terms of Supply, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the SchoolCal’s software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of SchoolCal’s software; or
(b) access all or any part of the Online Services and Documentation in order to build a product or service which competes with the Online Services and/or the Documentation; or
(c) use the Online Services and/or Documentation to provide services to third parties; or
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Online Services and/or Documentation available to any third party except the Authorised Users; or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 6; and
You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Online Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify SchoolCal.
6.4 The rights provided under this clause 6 are granted to You only, and shall not be considered granted to any subsidiary or holding company of You.
7.1 SchoolCal shall, during the Subscription Term, provide the Online Services and make available the Documentation to You on and subject to the Terms of Supply.
7.2 SchoolCal shall use commercially reasonable endeavours to make the Online Services available 24 hours a day, seven days a week, except for:
(a) planned maintenance carried out outside Normal Business Hours; and
(b) unscheduled maintenance performed inside Normal Business Hours,
provided that SchoolCal has used reasonable endeavours to give You at least 6 Normal Business Hours’ notice in advance.
7.3 SchoolCal will, as part of the Online Services and at no additional cost to You, provide You with SchoolCal’s standard client support services during Normal Business Hours in accordance with SchoolCal’s Support Services Policy in effect at the time that the Online Services are provided. SchoolCal may amend the Support Services Policy in its sole and absolute discretion from time to time. You may purchase enhanced support services separately at SchoolCal’s then current rates.
8.1 Please take the time to read and check Your order before submission. Incomplete order forms including signed quotations and sales orders will delay the order process.
8.2 You place an order by sending the completed order form, signed quotation or signed sales order to SchoolCal via email to [email protected]
8.3 After You place an order, You will receive an order confirmation/acceptance together with your invoice or invoice alone from SchoolCal acknowledging that it has received and accepted Your order.
8.4 For the avoidance of doubt, the agreement by SchoolCal to supply Online Services to You will only be formed when SchoolCal sends You the Confirmation as described in clause 8.3.
9.1 SchoolCal may revise these Terms of Supply from time to time.
9.2 Every time You order Online Services from SchoolCal, the Terms of Supply in force at that time will apply to the agreement by SchoolCal to supply Online Services to You.
9.3 Whenever SchoolCal makes a material revision of these Terms of Supply in accordance with this clause 9, it will keep You informed and give You notice of this by stating that these Terms of Supply have been amended.
10.1 You will remain solely liable for any material You submit to the Web Address (or which is provided by You and which SchoolCal uploads to the Web Address on Your behalf) and/or any Online Service. In submitting any material to the Web Address and/or an Online Service You hereby agree to indemnify, and keep indemnified, SchoolCal, its holding company and subsidiaries, affiliates, directors, officers and employees from and against any and all claims, liability, costs, damage, other expenses or loss any of them may incur (including without limitation legal fees) as a result of any material You submit or any violation by You of Your obligations under these Terms of Supply.
10.2 If You are uploading information or content, You warrant to SchoolCal that the information or content that You provide is accurate and complete. You are responsible for ensuring that this information or content is promptly updated if there are any changes to the information or content provided and You undertake to maintain the accuracy and completeness of the information or content that You have uploaded.
10.3 By submitting any material to the Web Address, and/or any Online Service You grant SchoolCal an irrevocable, free of charge, non-exclusive, worldwide, perpetual license to use such material in the provision of Online Services to You.
10.4 Submission of material to the Web Address and/or any Online Service is subject to volume data limits. You will be notified via the Online Service that such volume data limits are about to be reached. Further submission will be restricted and prevented if the amount of material already submitted exceeds the level set by SchoolCal from time to time and in order to continue to use the Online Services you shall remove material.
11.1 The prices of the Online Services will be as quoted and available upon request. SchoolCal uses its best efforts to ensure that the prices of Online Services are correct at the time when the relevant information was entered onto the system. However if SchoolCal discovers an error in the price of the Online Service(s) You ordered, please see clause 11.3 for what happens in this event.
11.2 Prices for SchoolCal’s Online Services may change from time to time, but changes will not affect any order which SchoolCal has confirmed with a Confirmation.
11.3 SchoolCal’s site contains a large number of Online Services. It is always possible that, despite SchoolCal’s reasonable efforts, some of the Online Services on the Website may be incorrectly priced. If SchoolCal discovers an error in the price of the Online Services You have ordered SchoolCal will take reasonable steps to inform You of this error and it will give You the option of continuing to purchase the Online Service(s) at the correct price or cancelling Your order. SchoolCal will not process Your order until SchoolCal has Your instructions. If SchoolCal is unable to contact You using the contact details You provided during the order process, SchoolCal will treat the order as cancelled and notify You in writing. Please note that if the pricing error is obvious and unmistakeable and could have reasonably been recognised by You as a mispricing, SchoolCal does not have to provide the Online Service(s) to You at the incorrect (lower) price.
11.4 You shall pay the Subscription Fees to SchoolCal for the User Subscriptions in accordance with this clause 11.
11.5 You shall on the Effective Date provide to SchoolCal approved purchase order information acceptable to SchoolCal and any other relevant valid, up-to-date and complete contact and billing details.
11.6 SchoolCal shall invoice You:
(a) on the Effective Date for the Subscription Fees payable in respect of the first Invoice Period; and
(b) subject to clause 19, at least 30 days prior to the end of the then current Invoice Period for the Subscription Fees payable in respect of the next Invoice Period,
and You shall pay each invoice within 30 days after the date of such invoice.
11.7 You shall pay each invoice either via cheque addressed to “SchoolCal Limited” or via BACS payment to SchoolCal, HSBC, Sort Code: 40-08-22; Account Number: 41722255.
11.8 If SchoolCal has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of SchoolCal:
(a) SchoolCal may, without liability to You, disable Your password, account and access to all or part of the Services and SchoolCal shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of SchoolCal’s bankers in the UK at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
11.9 All amounts and fees stated or referred to in this agreement:
(a) shall be payable in pounds sterling;
(b) are, subject to clause 16.4(b), non-cancellable and non-refundable;
(c) are exclusive of value added tax, which shall be added to SchoolCal’s invoice(s) at the appropriate rate.
11.10 SchoolCal shall be entitled to increase the Subscription Fees, at the start of each Renewal Period upon 90 days’ prior notice to You.
11.11 SchoolCal may audit the Services in order to establish the name and password of each Authorised User, in such a manner as not to substantially interfere with Your normal activities.
12.2 If You use the Website or Web Address to submit information for or on behalf of a third party (Registree) You are responsible for any error in the accuracy of information provided to SchoolCal or failure properly to obtain the consent of a Registree in connection with such use and You will indemnify and keep indemnified SchoolCal, its employees and agents, from and against any and all claims, liabilities, damages, costs, actions or demands, including without limitation all legal and accounting costs, arising or resulting from any inaccuracies in the information You submit or Your breach of these Terms of Supply. Where making any use of Registree information You must inform the Registree of all terms and conditions applicable to such use.
12.3 If You are acting as an intermediary by submitting someone else’s personal information, Data Protection law requires that You must ensure that You have obtained their express consent to upload such personal information onto the Website and/or Web Address. You will be required to complete and submit such consent to SchoolCal before submitting such personal information.
12.4 You shall own all rights, title and interest in and to all of Your Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data.
12.5 SchoolCal shall follow its archiving procedures for Your Data as set out in its Back-Up Policy available at the Web Address or such other website address as may be notified to You from time to time, as such document may be amended by SchoolCal in its sole discretion from time to time. In the event of any loss or damage to Your Data, Your sole and exclusive remedy shall be for SchoolCal to use reasonable commercial endeavours to restore the lost or damaged Data from the latest back-up of such Data maintained by SchoolCal in accordance with the archiving procedure described in its Back-Up Policy. SchoolCal shall not be responsible for any loss, destruction, alteration or disclosure of Your Data caused by any third party (except those third parties sub-contracted by SchoolCal to perform services related Your Data maintenance and back-up).
12.7 If SchoolCal processes any personal data on Your behalf when performing its obligations under these Terms of Supply, the parties record their intention that You shall be the data controller and SchoolCal shall be a data processor and in any such case:
12.8 You shall be the data controller and SchoolCal shall be a data processor and in any such case:
(a) You acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where You and the Authorised Users are located in order to carry out the Online Services and SchoolCal’s other obligations under these Terms of Supply;
(b) You shall ensure that You are entitled to transfer the relevant personal data to SchoolCal so that SchoolCal may lawfully use, process and transfer the personal data in accordance with these Terms of Supply on Your behalf;
(c) You shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(d) SchoolCal shall process the personal data only in accordance with the terms of these Terms of Supply and any lawful instructions reasonably given by You from time to time; and
(e) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
13.1 You acknowledge and agree that SchoolCal and/or its licensors own all intellectual property rights in the Online Services and the Documentation. Except as expressly stated herein, these Terms of Supply do not grant You any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Online Services or the Documentation.
13.2 SchoolCal confirms that it has all the rights in relation to the Online Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the these Terms of Supply.
14.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms of Supply. A party’s Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
14.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of these Terms of Supply.
14.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these Terms of Supply.
14.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
14.5 You acknowledge that details of the Online Services, and the results of any performance tests of the Online Services, constitute SchoolCal’s Confidential Information.
14.6 SchoolCal acknowledges that Your Data is the Confidential Information of You.
14.7 This clause 14 shall survive termination of SchoolCal’s agreement to supply Online Services to You, however arising.
15.1 You shall defend, indemnify and hold harmless SchoolCal against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Your use of the Online Services and/or Documentation, provided that:
(a) You are given prompt notice of any such claim;
(b) SchoolCal provides reasonable co-operation to You in the defence and settlement of such claim, at Your expense; and
(c) You are given sole authority to defend or settle the claim.
15.2 SchoolCal shall, subject to clause 15.5, defend You, and where You are a business, Your officers, directors and employees, against any claim that the Online Services or Documentation infringes any United Kingdom patent effective as of the date of Confirmation, copyright, trade mark, database right or right of confidentiality, and shall indemnify You for any amounts awarded against You in judgment or settlement of such claims, provided that:
(a) SchoolCal is given prompt notice of any such claim;
(b) You provide reasonable co-operation to SchoolCal in the defence and settlement of such claim, at SchoolCal’s expense; and
(c) SchoolCal is given sole authority to defend or settle the claim.
15.3 In the defence or settlement of any claim, SchoolCal may procure the right for You to continue using the Online Services, replace or modify the Online Services so that they become non-infringing or, if such remedies are not reasonably available, terminate SchoolCal’s agreement to supply Online Services to You on 2 Business Days’ notice to You without any additional liability or obligation to pay liquidated damages or other additional costs to You.
15.4 In no event shall SchoolCal, its employees, agents and sub-contractors be liable to You to the extent that the alleged infringement is based on:
(a) a modification of the Online Services or Documentation by anyone other than SchoolCal; or
(b) Your use of the Online Services or Documentation in a manner contrary to the instructions given to You by SchoolCal; or
(c) Your use of the Online Services or Documentation after notice of the alleged or actual infringement from SchoolCal or any appropriate authority.
15.5 The foregoing states Your sole and exclusive rights and remedies, and SchoolCal’s (including SchoolCal’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
16.1 Subject to the provisions of clause 15, this clause 16 sets out the entire financial liability of SchoolCal (including any liability for the acts or omissions of its employees, agents and sub-contractors) to You in respect of:
(a) any breach of these Terms of Supply;
(b) any use made by You of the Online Services and Documentation or any part of them; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with SchoolCal’s agreement to supply Online Services to You.
16.2 Except as expressly and specifically provided in these Terms of Supply:
(a) You assume sole responsibility for results obtained from the use of the Online Services and the Documentation by You, and for conclusions drawn from such use. SchoolCal shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to SchoolCal or uploaded to the Web Address by You in connection with the Online Services, or any actions taken by SchoolCal at Your direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms of Supply; and
(c) the Online Services and the Documentation are provided to You on an “as is” basis.
16.3 Nothing in these Terms of Supply excludes the liability of SchoolCal:
(a) for death or personal injury caused by SchoolCal’s negligence; or
(b) for fraud or fraudulent misrepresentation.
16.4 Subject to clause 16.2 and clause 16.3:
(a) SchoolCal shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms of Supply; and
(b) SchoolCal’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of SchoolCal’s agreement to supply Online Services to You shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
17.1 SchoolCal only supply the Online Services for internal use by Your undertaking, and You agree not to use the Online Services for any re-sale purposes.
17.2 Subject to clause 16.3, SchoolCal will under no circumstances whatsoever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the agreement by SchoolCal to supply you with Online Services for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any indirect or consequential loss.
17.3 Except as expressly stated in these Terms of Supply, SchoolCal does not give any representation, warranties or undertakings in relation to the Online Services. Any representation, condition or warranty which might be implied or incorporated into these Terms of Supply by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, SchoolCal will not be responsible for ensuring that the Online Services are suitable for Your purposes.
18.1 SchoolCal will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under these Terms of Supply that is caused by an Event Outside SchoolCal’s Control. An Event Outside SchoolCal’s Control is defined below in clause 18.2.
18.2 An Event Outside SchoolCal’s Control means if SchoolCal is prevented from or delayed in performing its obligations under these Terms of Supply, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of SchoolCal or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Client is notified of such an event and its expected duration.
18.3 If an Event Outside SchoolCal’s Control takes place that affects the performance of SchoolCal’s obligations under these Terms of Supply:
(a) SchoolCal will contact You as soon as reasonably possible to notify You; and
(b) SchoolCal’s obligations to provide Online Services under these Terms of Supply will be suspended and the time for performance of its obligations will be extended for the duration of the Event Outside SchoolCal’s Control.
19.1 Unless otherwise terminated as provided in this clause 19, the agreement by SchoolCal to supply Online Services to You will commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, the agreement by SchoolCal to supply Online Services to You shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
(a) either party notifies the other party of termination, in writing, at least 90 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of these Terms of Supply;
(c) and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
19.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the agreement by SchoolCal to supply Online Services without liability to the other if:
(a) the other party commits a material breach of any of the clauses of these Terms of Supply and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
(b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or
(c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
(d) a receiver is appointed of any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or
(e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
(f) the other party ceases, or threatens to cease, to trade; or
(g) there is a Change of Control of You within the meaning of section 1124 of the Corporation Tax Act 2010 (in which case only SchoolCal shall be entitled to terminate); or
(h) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
19.3 On termination of SchoolCal’s agreement to supply Online Services under these Terms of Supply for any reason:
(a) all licences granted under these Terms of Supply shall immediately terminate;
(b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
(c) SchoolCal may destroy or otherwise dispose of any of Your Data in its possession unless SchoolCal receives, no later than ten days after the Effective Date of the termination of SchoolCal’s agreement to supply Online Services to You, a written request for the delivery to You of the then most recent back-up of Your Data. SchoolCal shall use reasonable commercial endeavours to deliver the back-up to You within 30 days of its receipt of such a written request, provided that You have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by SchoolCal in returning or disposing of Your Data; and
(d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
20.1 When SchoolCal refers, in these Terms of Supply, to “in writing”, this will include e-mail.
20.2 If SchoolCal has to contact You or give You notice in writing, it will do so by e-mail or by pre-paid post to the address You provide to SchoolCal in Your order.
20.3 Please note that any notice given by You to SchoolCal or by SchoolCal to You, will be deemed received and properly served immediately when posted on the Website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
21.1 SchoolCal may transfer its rights and obligations under SchoolCal’s agreement to supply Online Services to another organisation, but this will not affect Your rights or SchoolCal’s obligations under these Terms of Supply.
21.2 You may only transfer Your rights or Your obligations under these Terms of Supply to another person if SchoolCal gives You prior written agreement.
21.3 The agreement by SchoolCal to supply Online Services is between You and SchoolCal. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
21.4 Each of the clauses of these Terms of Supply operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect. If any invalid, unenforceable or illegal clause would be valid, enforceable or legal if some part of it were deleted, the clause shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
21.5 If SchoolCal fails to insist that You perform any of Your obligations under these Terms of Supply, or if SchoolCal does not enforce its rights against You, or if SchoolCal delays in doing so, that will not mean that SchoolCal has waived its rights against You and will not mean that You do not have to comply with those obligations. If SchoolCal does waive a default by You, it will only do so in writing, and that will not mean that SchoolCal will automatically waive any later default by You.
21.6 These Terms of Supply are governed by English law. This means that the agreement by SchoolCal to supply Online Services, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by English law. SchoolCal and You both agree to the exclusive jurisdiction of the courts of England and Wales
21.7 SchoolCal is not responsible for any of the content broadcast through the SchoolCal app.
22.1 If you suspect your account has been compromised you must contact SchoolCal using any of the contact details found on our website (www.School-Cal.co.uk).
22.2 Because SchoolCal may give you access to sensitive information about your child, child’s school, class groups, teachers or any other school related information, you must keep your passwords and passcodes for the service secure. Passwords and passcodes can be changed at any time through the service. If you suspect that someone else knows your password or passcode or other security details you must change them immediately.
22.3 If you fail to comply with clauses 21.8 and 21.9, you may be liable for any reputational damage to either SchoolCal Ltd or the school as a result of your security details becoming known to someone else.
22.4 After your initial registration SchoolCal will never contact you to request your security details and we will not ask anyone else to do so on our behalf. If you receive such a request then it is likely to be fraudulent and you must not supply your security details in any circumstances. You should report any such activity to us immediately.
22.5 You must ensure that your contact details and any other information provided, are correct and up to date.
23.1 Additional network charges may apply for using the app.
23.2 In accordance with clause 23.1 you must not attempt to derive income from the use or provision of SchoolCal, whether for direct commercial or monetary gain or otherwise.
24.1 We will not be liable to you for any losses you suffer or costs you incur because:
(a) you are unable to access or use SchoolCal for any reason or there is a delay in its use;
(b) any device, hardware or software you use in connection with SchoolCal is damaged or corrupted or fails to work;
(c) SchoolCal does not work as you expect, does not meet your requirements or contains errors or defects or we fail to correct these;
(d) you did not receive any alerts, messages or push notifications in a timely manner; or
(e) there is a reduced level or failure to provide any service caused by any third party service providers including but not limited to hosting service, software providers and mobile operators.
25.1 We keep our T&Cs under review and you can see when these T&Cs were last updated at the top of this page. We encourage you to come back and review these T&Cs from time to time so you are aware of any changes made, but you will be notified directly, either through the service or by email, of any significant changes.
25.3 From time to time updates to the app may be issued via the relevant app store for your platform. Depending on the update, you may not be able to use SchoolCal until you have downloaded the latest version of the app and accepted any new terms and conditions.
26.1 By agreeing to these terms you grant SchoolCal permission to use your organization’s name and logo on our website. If you do not wish SchoolCal to use your organisation’s name and please notify us by contacting [email protected].
27.1 At SchoolCal we respect the privacy of email accounts and we store your email addresses just as securely as other information on our websites. However, we may use email to keep you up to date with news about products, services and offers that we think may be of interest to you. If you do not want to be kept informed in this way by email, please let us know. You can do this by choosing the unsubscribe option within the email.
28.1 SchoolCal charges schools and organisations an annual licence and other optional fees to use the service.
28.2 SchoolCal do not charge parents, Governors or other general users for using the service (network charges may apply for using the app). The school pays an annual subscription charge for you to use the service.
28.3 If anyone charges you for using SchoolCal services you must notify us immediately. Contact details can be found at http://www.schoolcentral.cloud