Software Licence Terms and Conditions
SOFTWARE LICENCE AGREEMENT
1. Definitions and Interpretation
In these Terms and Conditions, the following expressions have the following meanings:
“Client” means the individual, firm or corporate body using the Software.
Where an individual is entering into this Contract on behalf of a business, the
individual confirms they have the authority to enter into this Contract on behalf
of that business and the business shall be the Client in the context of this
Contract;
“Company” means Changing Education Ltd a company registered in England
under number 06677456, whose registered office address is at 67 Kingsleigh
Road, Stockport, England, SK4 3PP
“Contract” means the contract formed as detailed in clause 2, which includes
the acceptance of these Terms and Conditions;
“Services” means our work experience, careers advice or any other services we
provide to you; and
“Software” means the connect platform available at
www.changingeducation.co.uk & your supplied server platform.
1.1 Unless the context otherwise requires, each reference in these Terms and
Conditions to:
1.1.1 “we”, “us” and “our” is a reference to the Company;
1.1.2 “you” and “your” is a reference to the Client;
1.1.3 “writing” and “written” includes emails and similar communications;
1.1.4 a statute is a reference to that statute as amended or re-enacted at
the relevant time;
1.1.5 “these Terms and Conditions” is a reference to these Terms and
Conditions as amended or supplemented at the relevant time;
1.1.6 a clause refers to a clause of these Terms and Conditions;
1.1.7 a “Party” or the “Parties” refer to the parties to these Terms and
Conditions.
1.2 The headings used in these Terms and Conditions are for convenience only and
shall have no effect upon their interpretation.
1.3 Words imparting the singular number shall include the plural and vice versa.
References to any gender shall include the other gender. References to persons
shall include corporations.
2. The Contract
2.1 The licence granted under these Terms and Conditions shall commence on the
date of the Clients first access to the Software.
2.2 Once the Contract is formed, and provided payment (where necessary) is made in accordance with clause 4, we will immediately grant you a non-exclusive, non-
transferrable licence to use the Software in object code form only, solely for your own internal business operations, within the bounds of these Terms and Conditions.
3. Software
3.1 It is your responsibility to ensure that your employees, agents and other parties
under your control who will use the Software do so in accordance with these
Terms and Conditions and are accordingly notified of the same.
3.2 You will ensure that any person authorised to use the Software, who leaves your
employment, has their access to the Software removed promptly and in any
case that they have no access to the Software whatsoever on the date their
employment ends. You must notify us at the earliest opportunity, at least 7 days
before the person leaves employment so we can delete their user account
where applicable. You will use all reasonable endeavours to prevent any
unauthorised access to, or use of, the Software and, in the event of any such
unauthorised access or use, shall promptly notify us.
3.3 All proprietary rights in the Software remain with the Company. You shall not:
3.3.1 attempt to copy, modify, duplicate, create derivative works from,
frame, mirror, republish, transmit, or distribute all or any portion of
the Software in any form or media or by any means;
3.3.2 attempt to reverse compile, disassemble, or reverse engineer all or
any part of the Software;
3.3.3 access all or any part of the Software in order to build a product or
service which competes with the Software;
3.3.4 vary, delete or obscure any notices of proprietary rights or any product
identification or restrictions on or in the Software;
3.3.5 sub-license, sell, rent, lease, transfer, assign, distribute, display,
disclose, or otherwise commercially exploit, or otherwise make the
Software available to any third party unless expressly authorised by us;
or
3.3.6 attempt to obtain, or assist third parties in obtaining, access to the
Software other than as provided under this clause 3.
3.4 We do not warrant that your use of the Software will be uninterrupted or error-
free; nor that the Software will meet your requirements.
3.5 We are not responsible for any delays, delivery failures, or any other loss or
damage resulting from the transfer of data over communications networks and
facilities, including the internet, and you acknowledge that the Software may be
subject to limitations, delays and other problems inherent in the use of such
communications facilities.
3.6 We reserve the right to carry out maintenance at such times as may be
necessary at our discretion but will endeavour to give you advance notice where
possible.
3.7 The Client undertakes that it will ensure that each authorised user keeps their
password confidential. Passwords can be changed or reset by you. This Client
must immediately notify the Company if for any reason the account password
has become known to someone else, or if the software or password is being, or
likely to be used in an unauthorised manner.
3.8 The Client shall not store, distribute or transmit any viruses, or any material on
the Client’s website or during the course of its use of the Software that:
3.8.1 is unlawful, harmful, threatening, defamatory, obscene, infringing,
harassing or racially or ethnically offensive;
3.8.2 facilitates illegal activity;
3.8.3 depicts sexually explicit images;
3.8.4 promotes unlawful violence;
3.8.5 is knowingly discriminatory based on race, gender, religious belief,
sexual orientation, disability, or any other illegal activity; or
3.8.6 causes or may cause damage or injury to any person or property
and we reserve the right, without liability to the Client, to remove any content
that breaches the provisions of this clause.
3.9 The rights provided under these Terms and Conditions are granted to the Client
only, and shall not be considered granted to any subsidiary or holding company
of the Client without our written permission.
3.10 The Client shall own all rights, title and interest in and to all content and data
uploaded by the Client and shall have sole responsibility for its legality,
reliability, integrity, accuracy and quality. For the avoidance of doubt, we do
not monitor, and will have no liability for the contents of, any content or
communications transmitted by the Client using the Software.
4. Payment
4.1 The fee payable for use of the Software is as stated on our website, or otherwise
as agreed between us in writing. Payment is required before access to the
Software becomes available.
4.2 The fee is an annual fee, upon expiry of your initial term the contract shall
automatically renew unless you cancel in accordance with clause 7 and you shall
be invoiced accordingly.
4.3 We reserve the right to review our licence fees periodically and will provide you
with a minimum of 30 days’ notice of any change in the fees before such change
shall take effect.
4.4 All payments are payable via bacs within 30 days of receipt of invoice in advance
on an annual rolling basis.
4.5 All sums payable pursuant to the Contract are exclusive of VAT at the current
rate. All payments by the Client shall be made in pounds sterling without any
set-off, withholding or deduction. Any amendment to the standard VAT rate
will be notified in writing and subsequent payments adjusted accordingly.
5. Intellectual Property Rights, Claims and Disputes
5.1 The Software, together with any and all intellectual property rights of whatever
nature which now or in the future subsist in the Software are and shall remain
the Company or their representative’s property. This Contract does not
constitute a sale of the original Software or any copies thereof.
5.2 You must notify us immediately if you become aware of any unauthorised use
of the whole or any part of the Software by any person.
5.3 We will defend, at our own expense, any claim brought against you alleging that
the use of the Software infringes the intellectual property rights of a third party
and we shall pay all reasonable costs and damages awarded or agreed to in
settlement of such a claim provided that you:
5.3.1 give us the sole authority to defend or settle the claim;
5.3.2 furnish us with prompt written notice of the alleged claim; and
5.3.3 provide us with reasonable assistance in respect of the claim.
5.4 We shall have no liability for any such claim resulting from any modification of
any part of the Software by any party other than us or an authorised agent of
ours.
6. Our Obligations
6.1 We warrant that the Software will operate as described, when used properly.
6.2 We warrant that we will use all reasonable care and skill in fulfilling our
obligations under this Contract and that all personnel have qualifications and
experience appropriate for the tasks to which they are allocated.
6.3 We will ensure that we and our servants, agents and subcontractors take all
reasonable precautions to ensure that no known viruses, spyware or other
malware for which detection and antidote software is generally available are
coded or introduced into the Software.
6.4 If we receive written notice from you, after the Contract is formed, of any
breach of our obligations then we shall remedy the defect or error in question
at our own expense and as soon as reasonably possible.
6.5 When notifying us of a defect or error, please (where possible) provide us with
a documented example of such defect or error and report any defect or error as
soon as the defect or error becomes apparent at least within 24 hours.
6.6 Our obligations are subject to you complying with your obligations under the
terms of this Contract and shall also be subject to the limits and exclusions of
liability set out in clause 8. In particular, they shall not apply if any defect in the
Software arose or was exacerbated as a result of:
6.6.1 incorrect use, operation or corruption of the Software;
6.6.2 any unauthorised modification or alteration of the Software; or
6.6.3 use of the Software with other software or on equipment with which
it is incompatible.
7. Termination
7.1 A written notice to terminate must be given by either party in accordance with
this clause 7 to terminate. Such notice is to be given a minimum of 30 days
before the end of any Term, and shall be effective only at the end of that Term.
7.2 The Contract shall automatically terminate upon cessation of our Services where the Software is included within the costs for our other Services.
7.3 Either Party may terminate the Contract immediately by giving written notice to
the other if the other Party commits any serious breach of any term of this
Contract and (if the breach is capable of being remedied) has failed to remedy
the breach within 14 days after receiving a written request from the other Party
to do so.
7.4 The Contract cannot otherwise be cancelled and in this event, no refund will be
provided and the Services will remain available to you until officially terminated.
7.5 Upon termination, the Client’s access and licence to use any Software provided
by us shall terminate immediately and we will irretrievably delete any Client
Data contained in the Software.
7.6 In the event of any breach or suspected breach by the Client including but not
limited to non-payment, we reserve the right to immediately disable the Client’s
account and access to any Software provided by us, until we have investigated
the breach.
7.7 In the event of account inactivity for a period of 6 consecutive months, the
Company reserves the right to close the account.
7.8 Any and all obligations of the Parties which either expressly or by their nature
continue beyond the termination, cancellation or expiration of this Contract
shall survive termination on a pro-rata basis.
7.9 The rights to terminate this Contract given by this clause 7 shall not prejudice
any other right or remedy of either Party in respect of the breach concerned (if
any) or any other breach.
8. Liability
8.1 Nothing in these Terms and Conditions excludes or seeks to exclude our liability
for death or personal injury caused by our negligence, or for fraud or fraudulent
misrepresentation.
8.2 Except as provided in clause 7.1 above, we will not by reason of any
representation, implied warranty, condition or other term, or any duty at
common law or under the express terms contained herein, be liable for any loss
of profit or any indirect, special or consequential loss, damage, costs, expenses
or other claims (whether caused by our servants or agents or otherwise) in
connection with the performance of our obligations under the Contract. All
warranties or conditions whether express or implied by law are hereby expressly
excluded to the maximum extent permitted by law.
8.3 In the event of a breach by us of our express obligations under these Terms and
Conditions, the remedies of the Client will be limited to damages, which in any
event, shall not exceed the fees paid by the Client for the use of the Software in
the 12 months preceding the date on which the alleged claim arose.
9. Confidentiality
9.1 Each party shall keep in strict confidence all technical or commercial know-how,
specifications, inventions, processes or initiatives which are of a confidential
nature and have been disclosed by one party to the other. Each party shall
restrict disclosure of such confidential material to such of its employees as need
to know the same for the purpose of discharging its obligations under the
Contract and shall ensure that such employees are subject to corresponding
obligations of confidentiality.
9.2 This clause 8 shall survive termination of the Contract, however caused.
9.3 The Company reserves the right to use the Clients data with their broadcast data
for providing future forecasts, if the Company uses the Clients data in this way
we shall ensure that the Clients data is anonymised and no project specifics shall
be given out.
10. No Employment
10.1 Nothing in this Contract shall render or be deemed to render us an employee or
agent of yours or you an employee or agent of ours.
10.2 Nothing in this Contract shall constitute or be deemed to constitute a
partnership, joint venture, agency or other fiduciary relationship between the
Parties other than the contractual relationship expressly provided for in this
Contract. Neither Party shall have the authority to act in the name of or on
behalf of, or otherwise to bind, the other in any way (including, but not limited
to, the making of any representation or warranty, the assumption of any
obligation or liability and the exercise of any right or power).
11. Data Protection
11.1 If any Personal Data (as defined by the Data Protection Act 2018 and the General
Data Protection Regulations 2016 is passed to us under this Contract then the
parties agree that the Client is the Data Controller and that we are the Data
Processor.
11.2 You shall:
11.2.1 Ensure any Personal Data uploaded to the Software is correct and you
have a lawful basis for doing so.
11.3 We shall:
11.3.1 process the Personal Data only to the extent, and in such manner, as
is necessary for the provision of the Services or as is required by law or
any regulatory body;
11.3.2 implement appropriate measures to protect the Personal Data against
unauthorised or unlawful processing or loss, destruction, damage,
alteration or disclosure; and
11.3.3 take reasonable steps to ensure the reliability and confidentiality of
any of our personnel who have access to the Personal Data.
11.4 We may transfer and store Personal Data outside of the European Economic
Area (“EEA”). If this is to occur, we will advise the Client in advance. The Client
is entitled to request that Personal Data is not transferred or stored outside of
the EEA, however, this would be an additional cost.
12. Force Majeure
12.1 We shall not be liable to the Client for any breach of our obligations under this
Contract if such breach is due to an act, event, omission or accident beyond our
reasonable control (Force Majeure Event). Such causes include, but are not
limited to: power failure, internet service provider failure, industrial action, civil
unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war,
governmental action or any other event that is beyond our reasonable control.
12.2 If a Force Majeure Event occurs, we shall inform the Client as soon as possible
and take all reasonable steps to mitigate the effects of the Force Majeure Event
and resume performance of our obligations as soon as possible.
13. Waiver: No failure or delay by either Party in exercising any of its rights under
this Contract shall be deemed to be a waiver of that right, and no waiver by
either Party of a breach of any provision of this Contract shall be deemed to be
a waiver of any subsequent breach of the same or any other provision.
14. Entire Agreement
14.1 This Contract constitutes the whole agreement between the parties and
supersedes all previous agreements between the parties relating to its subject
matter.
14.2 None of our employees are authorised to make any contractually binding
representations concerning the Services. In entering into the Contract, the
Client acknowledges that it does not rely on, and waives any claim for breach
of, any such statement, representation, assurance or warranty (whether made
negligently or innocently) which has not been confirmed in writing by an
authorised officer of ours.
15. Assignment
15.1 The Client shall not, without our prior written consent, assign, transfer, charge,
sub-contract or deal in any other manner with all or any of its rights or
obligations under the Contract.
15.2 We may at any time assign, transfer, charge, sub-contract or deal in any other
manner with all or any of our rights or obligations under the Contract, without
the consent of the Client.
16. Third Party Rights: The Contract is made for the benefit of the parties to it and
(where applicable) their successors and permitted assigns, and is not intended
to benefit, or be enforceable by, anyone else.
17. Notices
17.1 Any notice required to be given pursuant to this Contract shall be in writing and
shall be delivered by hand or sent by pre-paid first-class post or recorded
delivery post or by e-mail to the address of the party as set out in these terms
and conditions, or such other address as may be notified by one party to the
other.
17.2 A notice delivered by hand is deemed to have been received when delivered (or,
if delivery is not in business hours, 9.00am on the first business day following
delivery). A correctly addressed notice sent by pre-paid first-class post or
recorded delivery post shall be deemed to have been received at the time at
which it would have been delivered in the normal course of post. An e-mail shall
be deemed to have been delivered within 24 hours from the time of being sent,
provided that no “non-deliverable” notice is received by the sender.
18. Severance: In the event that one or more of the provisions of this Contract is
found to be unlawful, invalid or otherwise unenforceable, that/those
provision(s) shall be deemed severed from the remainder of this Contract. The
remainder of this Contract shall be valid and enforceable.
19. Law, Jurisdiction and Dispute Resolution
19.1 This Contract and all matters arising from it and any dispute resolutions referred
to below shall be governed by and construed in accordance with the laws of
England and Wales.
19.2 The Client recognises that our business relies upon the protection of our
Intellectual Property Rights (“IPR”). In the event of a breach or threatened
breach of IPR, we will be caused irreparable damage and may therefore be
entitled to injunctive or other equitable relief in order to prevent a breach or
threatened breach of our IPR.
19.3 If the Parties cannot resolve the dispute by the procedure set out above, the
Parties shall irrevocably submit to the exclusive jurisdiction of the courts of
England and Wales for the purposes of hearing and determining any dispute
arising out of this Contract.
