Terms and conditions of contract

For: Organisations using Schoop® to communicate with others via Schoop®

Document edited: 20/06/2017

Between the parties:

1. Schoop® Limited. A company registered in England & Wales no: 8403573

Registered office address:

Cedar House
Hazell Drive
Marshfield
NP10 8FY

hereinafter referred to as “THE COMPANY”.

And:

2. The school, group, or organisation as described in the terms below, hereinafter referred to as “THE CLIENT,  CLIENT, you, OR your”

Whereas:

THE COMPANY agrees to provide various COMMUNICATION SERVICES to THE CLIENT, and THE CLIENT agrees to purchase and pay for those COMMUNICATION SERVICES subject to the provisions of these terms which constitute an AGREEMENT.

  1. Definition of terms
    1. The APP:
      1.  The APP is the open distribution of software which is installed on the USER DEVICE so that the USER can receive COMMUNICATION SERVICES from THE CLIENT, via SCHOOP ADMIN TOOLS.
      2. The APP will be openly available on devices at the discretion of THE COMPANY
    2. THE CLIENT the person(s) / organisations that have been provided with an account by THE COMPANY
    3. TERM or Term relates to the duration of contract, which is 3 (three) years unless otherwise agreed in writing at the start date. Shorter TERM contracts are strictly by arrangement and COMPANY agreement, will be at a higher price than the standard rate for 3 year contracts at the COMPANY’s discretion, and are subject to a one-off set up fee at the prevailing rate stated on our pricing page of the website, which can be viewed here.
    4. SCHOOP ADMIN TOOLS:  online administration of THE CLIENT account where COMMUNICATION SERVICES are administered along with THE CLIENT’s visible details in THE APP.
    5. SERVICES / COMMUNICATION SERVICES: means those communications that are delivered to the APP as PUSH NOTIFICATIONS, via email and direct download from SCHOOP WEB SERVICES via SCHOOP ADMIN TOOLS.
    6. PUSH NOTIFICATIONS: SERVICES as provided by smartphone operating systems. Currently supported but not limited to are:
      1.  Apple Push Notification Service
      2.  Google Cloud Messaging Service
    7.  USER: a user is a single individual that has installed the APP on their DEVICE.
    8. DEVICE: this is a smartphone with an operating system that is compatible with the APP and SCHOOP WEB SERVICES.
    9. SCHOOP WEB SERVICES:  these are the online interconnections between the SCHOOP ADMIN TOOLS data and the APP.
    10. DATA PROTECTION: means the Data Protection Act 1998 and any other applicable data protection or privacy laws or regulations, including laws governing use of personal data in connection with electronic communications and equivalent applicable laws in any jurisdiction, in each case as amended, replaced or updated from as necessary
  2. INTELLECTUAL PROPERTY RIGHTS or IPR:  this is defined as the sum of any or all vested contingent and future IPR including but not limited to:
    1.  Copyright
    2.  Trademarks
    3.  Logos
    4.  Service marks
    5.  Design rights
    6.  Patents
    7.  Inventions
    8.  Goodwill
    9.  Reputation
    10. Rights in confidential information
    11. Devices
    12. Plans
    13. Models, Diagrams, Specifications
    14. Source and object code materials
    15. Data and processes
    16. Know-how
    17. Trade secrets
    18. Setup
    19. Rights to databases (whether registered or unregistered) and,
    20. any applications or registrations for the protection of these rights and all renewals and extensions thereof existing in any part of the world whether now known or in the future created
  3. USERNAMES: as used by the CLIENT and allocated by THE COMPANY for use of SCHOOP ADMIN TOOLS.
    1. PASSWORDS: as allocated by THE COMPANY and/or chosen/amended by the CLIENT for the purpose of accessing SCHOOP ADMIN TOOLS.
    2. WEBSITE(S): means websites owned and operated by THE COMPANY. These include but are not limited to www.schoop.co.uk, and do not include any websites owned or operated by THE CLIENT
    3. By using SERVICES provided THE COMPANY you unequivocally agree to adhere to and accept these terms and conditions of use. We may update these terms and conditions of use without notice. Your continued use of the SERVICES will constitute your acceptance of any updated or amended terms. Accepting these terms shall form a binding contract between THE CLIENT and THE COMPANY, and your acceptance shall be deemed to have occurred the earlier of THE CLIENT ordering or using the SERVICES. In the event of any conflict between these terms and those published on our WEBSITE, the terms displayed on our WEBSITE shall prevail.
  4. USERNAMES and PASSWORDS
    1. USERNAMES and/or PASSWORDS chosen by THE CLIENT or allocated by THE COMPANY in order to gain access to the SCHOOP ADMIN TOOLS shall be treated as per the terms and conditions contained herein or as otherwise notified to the CLIENT from time to time.
    2. THE COMPANY may withdraw and/or allocate new USERNAMES and PASSWORDS to the CLIENT should either CLIENT or COMPANY be aware that they have been discovered or otherwise being used by someone other than the CLIENT and on any occasion THE COMPANY has reasonable grounds to believe such an action may be necessary in its opinion.
    3. THE COMPANY shall change the USERNAMES(s) and PASSWORDS(s) where the CLIENT requests a change to the USERNAMES(s) and PASSWORDS(s) and reserves the right to withdraw the USERNAMES(s) and PASSWORDS(s) from the CLIENT where in its opinion there are reasonable grounds for believing the CLIENT has not complied or is not complying with this AGREEMENT or if this AGREEMENT or any part of this AGREEMENT is terminated or suspended for any reason.
    4. It is the CLIENT’s responsibility to keep any Username and Password allocated to the CLIENT safeguarded and to treat the same confidential and personal to the CLIENT. The CLIENT undertakes to notify THE COMPANY immediately upon it becoming aware that any USERNAMES(s) or PASSWORDS(s) have or may have become known or disclosed to an unauthorised third party.
    5. Access to the SCHOOP ADMIN TOOLS by the CLIENT may only be gained through the use of the CLIENT’s USERNAMES(s) and PASSWORDS(s). The CLIENT is responsible for all access and use of the SCHOOP ADMIN TOOLS where such access and use is obtained through the use of the CLIENT’s USERNAMES(s) and PASSWORDS(s), irrespective of whether such access and use has been authorised by the CLIENT.
  5. CLIENT RESPONSIBILITIES
    1. The CLIENT hereby agrees:
      1. To accept full responsibility for all information provided by you or under your USERNAMES(s) and PASSWORDS(s);
      2. To maintain the confidentiality of your USERNAMES(s) and PASSWORDS(s);
      3. NOT to allow your USERNAMES(s) and PASSWORDS(s) to be used by any third party for the purposes of accessing and copying  Schoop®’s  WEBSITE, APP(s) or functionality, or for using it for the development of a competitive product or reverse engineering any part of the SERVICES;
      4.  To use the SERVICES strictly in accordance with this AGREEMENT;
      5. Not to use the SERVICES outside of the educational marketplace i.e. for any business or commercial purposes;
      6. Not to publish any information found on the WEBSITE(s) without the written permission of THE COMPANY.
  6. YOUR PROTECTION AND PRIVACY
    1. THE COMPANY guarantees that it will not sell or rent any CLIENT information as defined under the Data Protection Act 1998 (“Personal Data”) to any third party for any reason, outside of the use of its WEBSITES and APP(s).
    2. Our privacy policy forms part of this AGREEMENT and is hereby incorporated by reference.
    3. Our privacy policy is published at www.schoop.co.uk/about/privacy
  7. OUR RIGHTS
    1. THE COMPANY reserves the right to suspend and/or terminate your use of and access to any or all of the SERVICES for any breach or suspected of this AGREEMENT at its sole discretion without liability to you.
    2. Information from the WEBSITES may only be reproduced with the prior written consent of the authorised personnel of THE COMPANY.
    3. The website designs, software code, graphics, the trade marks, banners, logos and other marks appearing on the website are and shall remain the property of THE COMPANY and any rights not expressly granted to you in respect of such rights are hereby reserved.
  8. OPERATION OF SERVICES
    1. THE COMPANY reserves the right to withdraw or modify any and all elements of the SERVICES where there are legal or technical reasons so to do.
    2. THE COMPANY also reserves the right to require you to change your USERNAME(S), PASSWORD(S) or other information facilitating access to the WEBSITES whether for security or any other reasons.
    3.  ADDITIONAL SERVICES:
      1.  THE COMPANY, its partners and associates may from time to time add to the SERVICES offered pursuant to this AGREEMENT and via the WEBSITE from time to time.
      2.  Use of any additional SERVICES may be subject to additional terms and conditions which you will be required to agree to before you are able to access such SERVICES. Including but not limited to Google Translate which is charged at £25 + VAT per one million (1,000,000) characters.
      3.  Such terms and conditions will be notified to you either by being made available on the WEBSITES or in such other manner as THE COMPANY may in its sole discretion reasonably determine (email, postal mail, fax or other electronic delivery mechanism).
      4.  THE COMPANY reserves the right to discontinue, delete and change the content or purposes of the WEBSITE(S) from time to time.
      5.  THE COMPANY may also from time to time offer new and separate SERVICES via the website. Use of such additional SERVICES may be subject to separate service descriptions and terms and conditions.
  9. IPR
    1. THE COMPANY is the non-exclusive licensee of all Intellectual Property Rights in the SERVICES (and any product of the SERVICES).
    2. Neither this AGREEMENT nor any licence or sub-licence granted under this AGREEMENT shall be construed to convey or transfer any ownership or proprietary interest in any INTELLECTUAL PROPERTY RIGHTS in the SERVICES (or any product of the SERVICES) to the CLIENT or any third party.
    3. The CLIENT shall not:
      1.  decompile or reverse-engineer any software used to provide the SERVICES, or assist or procure any person to
      2. decompile or reverse-engineer software used to provide the SERVICES, or provide information to any person about de-compilation of the software for any purpose; or
      3. embed any part of the software forming part of the SERVICES into any other product or software, without THE COMPANY’s prior written consent.
    4. The CLIENT agrees that:
      1.  it will not sell, license, lease, rent, loan, lend, transmit, network, or otherwise distribute or transfer the SERVICES in any manner to third parties; and
      2.  safeguard access to the SERVICES through the appropriate use of systems not limited to software firewalls, virus control systems, wireless security and physical access control systems
    5. The CLIENT undertakes throughout the Term:
      1.  not to misuse any INTELLECTUAL PROPERTY RIGHTS in the SERVICES (or in any product of the SERVICES);
      2. not to cause or permit anything which may damage or endanger the INTELLECTUAL PROPERTY RIGHTS in the SERVICES  – or in any product of the SERVICES – or assist or allow others to do so; and
      3.  to indemnify THE COMPANY for any liability incurred by THE COMPANY to third parties for any use by the CLIENT of THE INTELLECTUAL PROPERTY RIGHTS in the SERVICES – or in any product of the SERVICES – otherwise than in accordance with this AGREEMENT.
  10. WARRANTY
    1. THE COMPANY does not warrant that the functions of the SERVICES will meet any particular requirements or that their operation will be entirely error-free or that all defects are capable of correction or improvement. Except as set out in this AGREEMENT, all conditions, warranties and representations, expressed or implied by (A) statute, (B) common law or (C) otherwise, in relation to the SERVICES are excluded. In the absence of fraud, no oral or written information or advice given by THE COMPANY or its agents or licensees shall create a warranty or give rise to any other liability other than as is given in this AGREEMENT.
    2. The CLIENT acknowledges that the operation of the SERVICES depends on SERVICES provided by internet connection operators and, by their nature, may from time to time be adversely affected by data traffic volumes, atmospheric conditions, causes of interference and may fail or require maintenance without notice. THE COMPANY does not warrant third party SERVICES.
  11. DATA PROTECTION
    1. To the extent that THE COMPANY processes personal data of USERS and any prospective USERS of the CLIENT on behalf of the CLIENT, THE COMPANY shall:
      1. do so only on the instructions of the CLIENT, except when it is required to do otherwise by law or regulation,  and
      2.  have in place appropriate technical and organisational security measures to protect those data against unauthorised or unlawful processing and accidental loss, destruction or damage.
    2. The CLIENT shall comply with the Data Protection Laws in processing personal data of USERS and any prospective USERS of the CLIENT in connection with this Agreement and shall indemnify THE COMPANY against each loss, liability and cost arising as a result of a failure to do so.
    3. Terms defined in the Data Protection Act 1998 have the same meanings when used in this clause 9.
  12. SUBSCRIPTIONS, PAYMENTS AND REFUNDS
    1. Upon receipt of order an invoice will be issued to the CLIENT for the subscription plus any other charges due from the CLIENT to THE COMPANY. Payment is required within 30 days of the date of the invoice.
    2. THE COMPANY offers no refunds of subscriptions.
    3. Should the Service not be used for whatever reason, THE COMPANY shall not be responsible for this lack of use and no refund will be payable.
    4. Subscription renewal invoices will be automatically sent to the CLIENT on or close to the RENEWAL DATE.
    5. The APP is provided to USERS free of charge.
    6. Details of charges can be found on the appropriate sections of the Website.
  13. LIABILITY
    1. THE COMPANY shall not be liable for any content or information created or inputted by the CLIENT.
    2. Neither party is liable to the other party, whether for negligence, breach of contract, misrepresentation or otherwise, for:
      1. loss or damage incurred by the other party as a result of third party claims;
      2. loss of profit, goodwill, business opportunity or anticipated saving suffered by the other party; or
      3.  indirect or consequential loss or damage suffered by the other party.
    3. Subject to clauses 11.2 and 11.4, the entire liability of THE COMPANY in aggregate in any 12 month period under or in connection with this AGREEMENT, whether for negligence, breach of contract, misrepresentation or otherwise, is limited to the total charges (excluding VAT) paid by the CLIENT to THE COMPANY in respect of the Services in the 12 month period preceding the date of the breach.
    4. Neither party limits its liability with respect to any claim for death and/or personal injury caused by its negligence or for fraud or fraudulent misrepresentation or in any other circumstances where liability may not be limited under any applicable law.
    5. Neither party shall be liable to the other in respect of any breach of this AGREEMENT caused by revocation or alteration of any licence, permission or authorisation governing the operation of the Services, or internet and telephone connections.
    6. The invalidity, illegality or unenforceability of a provision of any clause of this AGREEMENT does not affect or impair the continuation in force of the remainder of the clauses of this AGREEMENT.
    7. The CLIENT shall indemnify and keep indemnified THE COMPANY from and against all losses, costs (including legal and other professional costs and expenses), penalties, payments or liabilities whatsoever arising out of or in connection with:
      1. any claim being made or defence raised against THE COMPANY by any third party where such a claim or defence is a direct or indirect result of any act or omission on the part of the CLIENT;
      2. the CLIENT’s negligence, default or breach of the terms of this Agreement;
      3. a breach by the CLIENT of Data Protection Laws;
      4. any fraud or attempted fraud by the CLIENT or any of the CLIENT’s employees or agents;
      5. any loss of goodwill, business, or reputation suffered by THE COMPANY as a result of a CLIENT’s default or negligence; or
      6. any CLIENT’s access or abuse of the SCHOOP ADMIN TOOLS.
    8. except as specifically provided in this agreement, the website and its content are provided “as is” and THE COMPANY disclaims, and you waive, any warranties, express or implied, as to the client ability, fitness for a particular use or purpose, title, non-infringement or any other warranty, condition, guarantee, or representation related to the website and its content and those arising by statute or otherwise in law or from a course of dealing or usage of trade.
    9. the functions, materials and content of the website are not warranted to be uninterrupted or without error, and THE COMPANY and its providers do not warrant the accuracy, currency or reliability of information on the website.
    10. you assume the entire risk and cost of repairs or corrections to your hardware or software due to the use of the website.
    11. your use of the website is entirely at your own risk.
    12. THE COMPANY and the directors, officers, employees, licensors, agents or affiliates of THE COMPANT shall not be liable to you or to any third parties for any damage to your computer from use of the website or from any viruses, or for any direct, indirect or consequential loss or damage (including without limitation lost profits), whether based in contract, tort, strict liability or otherwise, which you may incur in connection with the use or non-performance of the website, including without limitation loss of profits, loss of revenues, business interruption or other pecuniary loss even if THE COMPANY has been advised of the possibility of such damages or loss.
  14. CANCELLATION
    1. Notice of cancellation must be made in writing giving no less than 30 days written notice in advance of the RENEWAL DATE.
    2. Failure to provide the required notice will mean that the subscription for the following year(s) will be payable in full.
    3. Upon cancellation any unused SERVICES will be lost and no refunds are payable.
    4. Early cancellation will require the CLIENT’s full, immediate payment of any outstanding days, months, and years until the contract expiry date at the prevailing rate plus VAT/TAXES (if applicable).
    5. We may terminate this AGREEMENT at any time if you are in breach or we reasonably suspect that you are in breach of any of the terms of this Agreement.
  15. WARRANTIES
    1. You warrant and represent that:
    2. you shall abide by the terms of this AGREEMENT;
    3. you are entitled to register for and use the SERVICE;
    4. you will not take any action which would derogate THE COMPANY’s rights in and to their INTELLECTUAL PROPERTY RIGHTS or content;
    5. you will not infringe the INTELLECTUAL PROPERTY RIGHTS of third parties when using the SERVICES;
    6. you will not violate any laws in your use of information on the WEBSITES;
    7.  you will not interfere in the business of THE COMPANY’s by posting information that violates the rules outlined above or by attempting to divert traffic from the WEBSITE;
    8. you shall indemnify and hold harmless and, at THE COMPANY’S request, defend THE COMPANY, its directors, officers, shareholders, employees, agents, affiliates and owners (each an “Indemnified Party”) from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable legal costs) arising out of any claim by any third party resulting from any breach of your obligations, representations, warranties or covenants set forth in this AGREEMENT. You shall reimburse each Indemnified Party on demand for any costs, expenses and liabilities incurred by such Indemnified Party to which this indemnity relates.
  16. GENERAL
    1. The WEBSITES may contain links to other websites. THE COMPANY does not endorse any other website and is not liable for any loss or damages related to the content, products or services available through those websites. If you have any problems or concerns regarding other websites, please contact the website owner directly
    2. This AGREEMENT shall for all purposes be governed by and construed in accordance with the laws of England and Wales and you hereby submit to the exclusive jurisdiction of the courts of England and Wales.
    3. These terms and conditions are severable. In the event that any provision of these terms and conditions is determined to be unenforceable or invalid, such determination shall not affect the validity and enforceability of any other remaining provisions.
    4. The licence to use the WEBSITES granted in these terms and conditions shall terminate automatically without notice if you fail to comply with any of the provisions.
    5. Save as expressly provided in this AGREEMENT the Contract (Rights of Third Parties) Act 1999 shall not apply.
    6. This AGREEMENT is the entire understanding between us regarding your access to, license and use of the WEBSITES and their content and supersedes any prior agreements, statements or representations with respect to the same. Nothing in this clause shall be construed as excluding liability for fraudulent misrepresentation.