Terms & Conditions These are the Terms and Conditions for School Cloud Systems Ltd, a company incorporated in Scotland (registered number SC366647) with registered office at The Albus, Brook Street, Glasgow, United Kingdom, G40 3AP (the "Company") in relation to the services provided to the Customer by the Company via applicable web-addresses as communicated to the Customer ("Services"). These Terms and Conditions apply to all Customers whether the Customer is trialling the Services free of charge or paying to subscribe to the Services. These Terms and Conditions together with the Annex (and the Order Form for Customers paying to subscribe to the Services) form the agreement between the Company and the Customer for the Services ("Agreement"). DEFINITIONS Definitions used in the Order Form and the Annex will have the same meaning when used in these Terms and Conditions. The following definitions apply to these Terms and Conditions. Annex: means the annex setting out data processing information relevant to the Services. Business Day: any day which is not a Saturday, Sunday or public holiday in England. Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or which ought reasonably to be treated as confidential. Controller: has the meaning given under the Data Protection Legislation. Customer: means the customer who is (i) trialling the Services; or (ii) paying to subscribe to the Services as specified in the Order Form. Customer Data: the data inputted by the Customer or the End-User for the purpose of using the Services, including without limitation Customer Personal Data. Customer Personal Data: means any Personal Data relating to an identified or identifiable natural person which will be processed (subject to the Data Protection Legislation) by the Company on behalf of the Customer in connection with this Agreement. Data Breach: shall have the meaning given to it in the Data Protection Legislation, including without limitation any unauthorised loss, disclosure, corruption, damage, destruction, alteration, disclosure or access to any Customer Personal Data, any unauthorised or unlawful processing of Customer Personal Data or any other breach of the security and integrity requirements of the Data Protection Legislation. Data Protection Legislation: means unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, and then any successor legislation in the UK to the GDPR. Data Subject: has the meaning given under the Data Protection Legislation. Effective Date: the date on which the Customer accepts these Terms and Conditions via the Order Form, or otherwise provides a positive indication of accepting these Terms and Conditions, such as ticking a box. End-User: means third parties to whom the Customer makes the Services available. GDPR: General Data Protection Regulation ((EU) 2016/679). Initial Term: has the meaning given in the Order Form. Normal Business Hours: 9am to 5pm local UK time, each Business Day. Order Form: means the order form or invoice that references these Terms and Conditions, containing details of Subscription Fees and the Initial Term/Renewal Term. Personal Data: has the meaning given under the Data Protection Legislation. Processor: has the meaning given under the Data Protection Legislation. Renewal Term: has the meaning given in the Order Form. Service(s): the service or services provided by the Company to the Customer under this Agreement. Software: the online software applications provided by the Company as part of the Services. Subscription Fees: the annual subscription fees (as applicable) payable by the Customer to the Company under this Agreement. Term: means either (i) for those Customers trialling the Services, the Trial Term; or (ii) for those Customers paying Subscription Fees, the Initial Term together with any Renewal Term. Trial Term: means any period agreed by the parties in writing during which the Customer may trial the Services free of charge. RIGHT OF USE This Agreement shall commence on the Effective Date and shall continue for the duration of the Term, unless terminated earlier in accordance with this Agreement. The Company grants to the Customer from the Effective Date a non-exclusive, non-transferable right to use the Services during the Term in accordance with this Agreement. The Customer shall not (except to the extent expressly permitted under this Agreement), attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or access all or any part of the Services in order to build a product or service which competes with the Services; or except as otherwise stated in this Agreement, use the Services to provide services to third parties; or except as otherwise stated in this Agreement, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party, or attempt to obtain, or assist third parties in obtaining, access to the Services other than as provided under this Agreement. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Company. SERVICES The Company shall, during the Term, provide the Services to the Customer on and subject to the terms of this Agreement. The Order Form shall specify the Subscription Fees in accordance with the licence package the Customer has subscribed to (for those Customers paying to subscribe to the Services). The Company shall use commercially reasonable endevaours to make the Services available 24 hours a day, seven days a week, except for (i) any planned maintenance carried out which the Company shall use commercially reasonable endeavours to give the Customer one weeks prior written notice of any planned maintenance; and (ii) any unavailability caused by circumstances beyond the Company's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Company employees), internet service provider failure or delay, viruses, and denial of service attacks. The Company shall not be in breach of this Agreement, nor liable for any failure or delay in performance of any obligations under this Agreement arising from or attributable to acts, events, omissions or accidents beyond its reasonable control. The Company will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Company's standard customer support services during Normal Business Hours. This includes support provided by email and by telephone. The Customer may upgrade at any time to a more expensive licence package, but this will be subject to a new Agreement between the parties incorporating these Terms and Conditions. Customers paying Subscription Fees may choose to downgrade to a less expensive licence package at the end of the Term. CUSTOMER DATA Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and the Company is the Processor in respect of Customer Personal Data. Notwithstanding clause 5.2 above, the Company will be a Controller in respect: of any Personal Data relating to the Customer's staff that it processes for the purposes of entering into the Agreement and providing the Services; and of any Customer Personal Data that the Company processes to provide statistical data, but for the avoidance of doubt such statistical data shall not identify any End-User. Subject to clause 5.3 above, the Company acknowledges that the Customer shall solely be responsible for the following decisions and determinations: the purpose(s) for which and the manner in which the Customer Personal Data will be processed or used; what Customer Personal Data to collect and the legal basis for doing so; which items (or content) of Customer Personal Data to collect; which individuals to collect Customer Personal Data about; whether to disclose the Customer Personal Data, and if so, who to; whether subject access and other individuals’ rights apply including the application of any exemptions; how long to retain the Customer Personal Data; and whether to make non-routine amendments to the Customer Personal Data. The Company shall not direct any form of marketing to any End-User at any time. The parties agree that the Annex to these Terms and Conditions (Data Processing Information) sets out the purpose of the processing to be performed by the Company on behalf of the Customer, the categories of Data Subjects to whom the Customer Personal Data relate and the types of Customer Personal Data that will be processed by the Company on behalf of the Customer as Customer Personal Data. Without prejudice to the generality of clause 5.1, the Company shall, in relation to any Customer Personal Data processed in connection with the performance by the Company of its obligations under the Agreement: process that Customer Personal Data only on the written instructions of the Customer unless the Company is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Company to process such Customer Personal Data ("Applicable Data Processing Laws"). Where the Company is relying on Applicable Data Processing Laws for processing such Customer Personal Data, the Company shall promptly notify the Customer of this before performing the processing required by the Applicable Data Processing Laws unless those Applicable Data Processing Laws prohibit the Company from so notifying the Customer. In any event that there is a dispute between the applicable Data Protection Laws, the obligations of the Data Protection Act 2018 (DPA 2018) and the UK General Data Protection Regulation (UK GDPR) shall be prioritised; ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected; not cause the Customer to be in breach of the Data Protection Legislation and shall use all reasonable endeavours to assist the Customer to comply with any obligations imposed on the Customer by the Data Protection Legislation; ensure that all personnel who have access to and/or process Customer Personal Data are obliged to keep the Customer Personal Data confidential; not transfer any Customer Personal Data outside of the European Economic Area (the EEA) and the United Kingdom (the UK) unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled: the Company or the Customer has provided appropriate safeguards in relation to the transfer; the Data Subject has enforceable rights and effective legal remedies; the Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Customer Personal Data that is transferred; and the Company complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Customer Personal Data; assist the Customer, at the Customer's cost, in responding to any request from a Data Subject made to the Customer and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; notify the Customer without undue delay on becoming aware of a Data Breach; at the written direction of the Customer within 14 days following termination of the Agreement, return Customer Personal Data and copies thereof to the Customer within 30 days following termination of the Agreement (and if the Company receives no such written direction Customer Personal Data shall be deleted within 60 days following termination of the Agreement) unless required by Applicable Data Processing Law to store the Customer Personal Data; and maintain complete and accurate records and information to demonstrate its compliance with this clause 5. at no cost to the Company, submit and contribute to audits and inspections carried out by the Customer (or a third-party appointed by the Customer to carry out such audits or inspections) for the purpose of ensuring the Company's compliance with this clause 5. Any such audit or inspection shall be subject to the following restrictions: the Customer shall provide reasonable written notice of the date of inspections or audits; the Customer may perform such audits no more than once per year unless required by the Data Protection Legislation; any third party appointed by the Customer to perform such audit or inspection shall be required to execute a confidentiality agreement acceptable to the Company prior to such audit or inspection; audits must be conducted during regular business hours, subject to the Company’s policies, and may not unreasonably interfere with the Company’s business activities; the Customer must provide the Company with any audit reports generated in connection with any audit at no charge unless prohibited by applicable law. The Customer may use the audit reports only for the purposes of meeting its audit requirements under Data Protection Legislation and/or confirming compliance with the requirements of this clause 5. The audit reports shall be confidential; and nothing in this clause 5.7.10 shall require the Company to breach any duties of confidentiality owed to any of its customers, employees or third parties. The Company shall maintain a list of sub-processors on its website and publish any changes to such sub-processors. The Customer generally consents to the Company appointing sub-processors as third-party processors of Customer Personal Data. If the Customer gives specific or general written authorisation for the Company to use a sub-processor, the following shall apply: where the Customer has requested to be notified by email if the Company makes changes to its list of sub-processors, the Company shall provide the Customer 14 days notice of any such changes. If the Company receives no objections from the Customer within the 14 day notice period then the changes to the list of sub-processors shall be deemed accepted by the Customer; where the Customer does object within the timescale set out above at clause 5.9.1, the parties shall endeavour to resolve any objections by the Customer, and if the parties cannot come to an agreement then the Agreement shall immediately terminate and the Customer shall not be entitled to any refund of any Subscription Fees; the Company shall ensure that the processing of Customer Personal Data by any sub-processor is subject to terms substantially similar to, and no less restrictive than, the terms of clause 5.7; and as between the Company and the Customer, the Company shall remain fully liable to the Customer for any acts or omissions of a sub-processor. CUSTOMER OBLIGATIONS The Customer shall provide the Company with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by the Company in order to provide the Services, including but not limited to Customer Data, security access information and configuration services. The Customer shall comply with all applicable laws and regulations with respect to its activities under this Agreement and shall carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. The Customer shall obtain and shall maintain all necessary licences, consents, and permissions necessary to enable it to receive the Services from the Company. The Customer shall ensure that its network and systems comply with any relevant specifications provided by the Company from time to time and be solely responsible for procuring and maintaining its network and internet connections. THE COMPANY OBLIGATIONS The Company undertakes that the Services will be performed with reasonable skill and care. The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Company's instructions, or modification or alteration of the Services by any party other than the Company or the Company's duly authorised contractors or agents. If the Services do not conform with this undertaking, the Company will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding this, the Company: does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and is not responsible for any delays or delivery failures over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. This Agreement shall not prevent the Company from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement. The Company warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement. RIGHTS IN THE SERVICES All intellectual property rights in the Services are owned by or validly licensed to the Company. Software provided in relation to the Services are provided solely in relation to the Customer’s use of the Services in accordance with this Agreement and are not provided, or to be used, for any other purpose. PAYMENT The Customer shall pay the Subscription Fees to the Company as set out in the Order Form and in accordance with this clause 9. All Subscription Fees are non-refundable. The Customer shall provide to the Company valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Company and any other relevant valid, up-to-date and complete contact and billing details. The Customer shall pay each invoice issued by the Company within 30 days after the date of such invoice. If the Company has not received payment within this timeframe, and without prejudice to any other rights and remedies of the Company: The Company may, without liability to the Customer, disable the Customer’s account and access to all or part of the Services and the Company shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of Royal Bank of Scotland at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. All amounts and fees stated or referred to in this Agreement are non-cancellable and non-refundable, and are exclusive of value added tax, which shall be added to the Company's invoice(s) at the appropriate rate (where applicable). CONFIDENTIALITY Each party ("Receiving 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 to the Receiving Party by the other party ("Disclosing Party"), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Agreement, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause shall survive termination of the Agreement. Notwithstanding the terms of clause 10.1 and 10.2 above the Company shall be entitled to reference the Customer as being a customer of the Company in relation to its marketing activities. INDEMNITY The Customer shall defend, indemnify and hold harmless the Company 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 the Customer's use of the Services including but not limited to the Customer's breach of the Data Protection Legislation. The Company shall defend the Customer, its officers, directors and employees against any claim that the Services infringes any copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that: the Company is given prompt notice of any such claim; the Customer provides reasonable co-operation to the Company in the defence and settlement of such claim, at the Company's expense; and the Company is given sole authority to defend or settle the claim. In the defence or settlement of any claim, the Company may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer. In no event shall the Company, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: a modification of the Services by anyone other than the Company; or the Customer's use of the Services in a manner contrary to the instructions given to the Customer by the Company; or the Customer's use of the Services after notice of the alleged or actual infringement from the Company or any appropriate authority. The foregoing and clause 12 state the Customer's sole and exclusive rights and remedies, and the Company'’s entire obligations and liability, for infringement of any copyright, trade mark, database right or right of confidentiality. LIABILITY This clause 12 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Customer in respect of: any breach of the Agreement however arising; any use made by the Customer of the Services; and any representation, statement or delictual act or omission (including negligence) arising under or in connection with the Agreement. Except as expressly and specifically provided in this Agreement: the Company shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Company by the Customer in connection with the Services, or any actions taken by the Company at the Customer's direction; 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 this Agreement; and the Services are provided to the Customer on an "as is" basis. Nothing in these Terms seeks to exclude either party's liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation. However beyond that the Company excludes all other liability to the extent permitted at law. Subject to clause 12.3, in no event shall either party be liable for any loss of business, loss of profit, loss or corruption of data or for any indirect or consequential loss, and the Company's total aggregate liability arising under the Agreement or otherwise relating to the Services shall be limited to the total Subscription Fees paid by the Customer for the Services in the twelve (12) months preceding the first incident out of which the liability arose. TERM AND TERMINATION If the Customer wishes to continue to use the Services following the end of the Trial Term, then the Customer must enter into a new Agreement with the Company under which terms the Customer shall pay the applicable Subscription Fees. Any Customer Data entered into the Service, and any configurations or customisations made to the Service, during the Trial Term will be permanently lost unless the Customer enters into a new Agreement with the Company for the same Service as the trial, or exports such Customer Data, following the end of the Trial Term. The Company may terminate the Agreement before the expiry of the Trial Term at its sole discretion. The Customer may choose not to renew the Agreement for a Renewal Term at any point by providing 30 days’ notice to the Company in writing. If the Customer fails to provide such notice, the Agreement will automatically renew for the Renewal Term. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if: the other party commits a material breach of any of the terms of this Agreement 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 the other party is insolvent within the meaning of section 123 of the Insolvency Act 1986; or the other party ceases, or threatens to cease, to trade. On termination of this Agreement for any reason: all licences granted under this Agreement shall immediately terminate; each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party; and 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. DISPUTE RESOLUTION In the event the parties are unable to resolve a dispute between them arising out of or relating to the Agreement, and except for claims for interdict or other similar relief, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by the Centre for Effective Dispute Resolution and the mediation will take place in Scotland. The mediation agreement referred to in the Model Procedure shall be governed by Scots law. If the dispute is not settled by mediation within 10 days of commencement of the mediation or within such further period as the parties may agree in writing, the parties shall be free to seek to resolve the dispute by such other means subject always to clause 16. GENERAL If either party chooses to waive any particular right it has under the Agreement on any particular occasion this does not prevent it from exercising that right on another occasion. Each party undertakes to ensure that it shall not reduce or diminish the reputation, image and prestige of of the other party through use or provision (as applicable) of the Services. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). If any part of the Agreement is held by a court of law (or similar forum) to be invalid or unenforceable, this shall not affect the validity or enforceability of the rest of the Agreement. The Company shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control. The Customer is not entitled to transfer or assign its rights and obligations under the Agreement to anyone else without the Company's written agreement. The Company may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this Agreement. Nothing in the Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). All notices required or permitted under the Agreement will be in writing which shall include email. Any notice shall be deemed to have been duly received: if delivered personally, when left at the address and for the contact provided by the receiving party; if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; and if sent by email, at the time of transmission if no failed delivery message is received by the sender. The provisions of clause 15.9 above shall not apply to the service of any proceedings or other documents in any legal action. LAW AND JURISDICTION The Agreement, including the Order Form referencing these Terms and Conditions and the Annex, constitutes the complete and exclusive understanding and agreement between Customer and the Company regarding its subject matter and supersedes all prior or other agreements or understandings, written or oral, relating to its subject matter (including any proposal the Company may have issued to the Customer). Each party acknowledges that, in entering into the Agreement it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to the Agreement or not) other than as expressly set out in the Agreement. If there are any disputes arising out of use of the Service or relating to the Agreement then these will be governed by Scots law. If either party requires to raise court proceedings in relation to any such dispute then the courts of Scotland shall have exclusive jurisdiction under this Agreement in relation to those proceedings.