Terms And Conditions | SchoolTV UK

SCHOOLTV - PLATFORM TERMS AND CONDITIONS

Welcome to SchoolTV, a wellbeing platform designed to provide parents with clear, relevant and fact-based information on raising safe, happy and resilient young people. The following terms apply to your use and access to the platform and our services to parents.

Acceptance
1. This Agreement is between SchoolTV UK Ltd trading as SchoolTV (with company number 14313269), its successors and assignees, (referred to as we, us or our), and you, the organisation or entity subscribing to our Services (referred to as you or your), and collectively the Parties.
2. You have requested our Services. You agree and accept that we will provide the Services to you on the basis of this Agreement. This Agreement is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in this Agreement.
3. You accept this Agreement by:
  1. clicking the "I accept" button or similar on the Site;
  2. confirming by email that you accept this Agreement; or
  3. making part or full payment for the Services.
4. By creating an account and/or accessing and/or using the Services, you:
  1. warrant to us that you have reviewed this Agreement, and you accept them;
  2. warrant to us that you have the legal capacity to enter into a legally binding agreement;
  3. warrant to us that the individual accepting this Agreement has the authority to act on behalf of the organisation or entity purchasing the Services, and you are deemed to have agreed to this Agreement on behalf of the organisation or entity which is purchasing the Services; and
  4. agree to use the Services in accordance with this Agreement.
Terms and Subscriptions
1. This Agreement commences on the date you accept the Agreement in accordance with clause 1(c) (Commencement Date) and will continue until the earlier of (i) the date 12 months after the Commencement Date (the Initial Term) unless extended in accordance with clause 2(b) and (ii) termination of this Agreement in accordance with its terms.
2. At the end of the Initial Term (or any Renewal Term under this clause 2(b)) , the term will be automatically extended for further successive periods of 12 months (a Renewal Term), unless either Party provides not less than 30 days’ notice in writing to the other Party that it does not wish to extend the Initial Term or Renewal Term (as applicable). The Initial Term and each Renewal Term will together be the Term.
3. For the avoidance of doubt, Fees for access to the Services are paid once annually for each 12 month subscription. Subject to the terms of this Agreement you will not receive a refund for early cancellation or non-use of our Services.
Accounts
1. In order to subscribe and access the Services, you must create an account (Account). You must ensure that any information you provide to us as part of the Account creation process is complete and accurate.
2. You will be provided with certain Account access details (such as a username(s) and password(s)) when you create an Account. It is your responsibility to keep your Account details confidential. You are responsible for all activity on your Account, including any purchases made using your Account details.
3. You agree that we are not responsible for the management or administration of your Account.
Support Services
1. During the Term, we will provide you with technical support services for faults with using or accessing the platform, via email or telephone, up to a maximum of 4 hours of support services in a month.
Intellectual Property
1. Neither Party will acquire by virtue of this Agreement any right, title or interest in or to the Intellectual Property rights in any item which exists on or prior to the date on which this Agreement is accepted in accordance with clause 1(c) (Pre-Existing Material).
2. As between the Parties, we and our licensors will own all Intellectual Property rights in and to the Services and any other Intellectual Property rights made available to you, or made available to you on our behalf (together Our IP). Modifications and enhancements to any of our Pre-Existing Material are also to be treated as Our IP.
3. As between the Parties, you own all Intellectual Property rights in any existing materials made available to us by you or on your behalf (together Your IP). Modifications and enhancements to your materials are also part of Your IP. For the purposes of us providing you with access to the Services, and to permit us to place your Logos on your access portal, you grant us a non-exclusive, revocable and royalty free licence to use Your IP for these purposes, solely for the Term of this Agreement.
4. Any goodwill derived from the use by us of the Logos shall accrue to you.
5. In consideration for payment of the Fee, we grant you a non-exclusive, non-transferable (except with our written permission), non-sublicensable (except as otherwise permitted under this Agreement), and revocable licence to access and use the Services for the purpose of providing end users (including staff, parents, careers, and students) with access to information and content available through the Services, and to the Services themselves, for the Term (Licence).
6. The Licence granted under this clause expires immediately on termination of this Agreement.
7. Notwithstanding anything to the contrary in this Agreement or elsewhere, we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Services, in an aggregated and anonymised format (Analytics). You agree that we may make such Analytics publicly available in an aggregated and anonymised format, provided that it:
  1. does not contain identifying information;
  2. is not compiled using a sample size small enough to make the underlying data identifiable.
8. We and/or our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content provided in connection with the Analytics, including all Intellectual Property rights in the foregoing.
9. You must not, without our prior written consent:
  1. reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of our Intellectual Property or any part of the Services to any third party (except as permitted by this Agreement);
  2. alter or modify any of Our IP;
  3. cause or allow any of our Intellectual Property to be framed or embedded in another website; or create derivative works from any of Our IP; or
  4. alter, remove or tamper with any trade marks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to the Services.
10. You will indemnify us on demand against all liabilities, costs, expenses, damages and losses and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with:
  1. any claim brought against us, our agents, subcontractors or consultants for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the receipt or use of Your IP and/or Logos; and
  2. your breach of this clause 5 (Intellectual Property).
11. This clause will survive termination or expiry of this Agreement.
Restrictions
1. You must not (and must ensure end users do not) access or use the Services except as permitted by this Agreement and you must not and must not permit any other person to
  1. use the Services in any way which is in breach of any applicable Laws or which infringes any person's rights, including Intellectual Property rights;
  2. use the Services in any way that damages, interferes with or interrupts access to the Services;
  3. reveal your Account’s password to others or allow others to use your Account;
  4. use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Services; or
  5. use the Services to circumvent user authentication or security of any of your networks, accounts or hosts.
Third Parties
1. You acknowledge and agree that:
  1. the provision of the Services may be contingent on, or be impacted by, third parties, end users, suppliers, other subcontractors (Third Party Inputs); and
  2. despite anything to the contrary, to the maximum extent permitted by law, we will not be responsible, and will have no liability, for any default or breach of this Agreement or law, if such default or breach was caused or contributed to by any Third Party Inputs.
2. This clause will survive the termination or expiry of this Agreement.
Warranties
1. You warrant and agree that:
  1. there are no legal restrictions preventing you from agreeing to this Agreement;
  2. you are not subject to an Insolvency Event;
  3. you will inform us if you have reasonable concerns relating to our provision of Services under this Agreement, with the aim that the Parties will use all reasonable efforts to resolve your concerns;
  4. you are responsible for obtaining any consents, licences, authorities and permissions from other parties necessary for the Services to be provided in accordance with this Agreement, at your cost, and for providing us with the necessary consents, licences, authorities and permissions; and
  5. you will maintain the confidentiality and security of any of your Account details or passwords.
Payment
1. You must pay us the Fee for your Package and any other amount payable to us under this Agreement, without set off or delay, via credit card or any other payment method set out on the Site.
2. You must pay yearly in advance the Fee for your Package. The first Fee will be payable on the date you subscribe to a Package and subsequent Fees must be paid on or prior to the anniversary of such first payment date.
3. You must notify us if you wish to upgrade your Package during the Term and we will notify you of the fees due and payable for the upgrade. You must make payment of any additional fees for an upgrade prior to being given access to any additional functionality made available as part of the upgrade.
4. Other than as set out in clause 12(e)(Refunds), any payments of Fees are non-refundable. No refunds or credits will be provided for a downgrade to a Package with more limited functionality, or any unused Package (or party thereof) or unused Accounts. Downgrading your Package may result in the loss of content, features or capacity of your Account. We do not accept any liability for any losses or damages that may arise in such cases.
5. All Fees are exclusive of VAT, which You will pay in addition to the Fees. You are responsible for all taxes, levies or duties imposed by the relevant taxing authorities, and you shall be responsible for payment of them. We have no responsibility to them on your behalf.
6. If you fail to pay any amount when due under this Agreement, we may:
  1. charge you interest on such amount which will accrue each day at 4% above the Bank of England’s base rate from time to time from the date that amount became due for payment until the date that amount is paid in full; and
  2. immediately cease or suspend the provision of the Services, and recover as a debt due and immediately payable from you, our additional costs of doing so.
7. The Fee is subject to change upon 30 days' notice from us to you and will apply to the next payment date. Such notice may be provided at any time by posting the changes on our Site, via email or via a notification to your Account. If you do not agree to the Fee change, you may give notice in accordance with clause 2(b) (Renewals).
8. The Fees may be increased on an annual basis in our sole discretion, and you acknowledge and agree that any renewal of your subscription will be deemed to be acceptance of the increased Fees.
Confidential Information
1. Each Party (Recipient) must keep confidential, and not disclose, any Confidential Information of the other party (Discloser) except:
  1. where permitted by this Agreement;
  2. with the prior written consent of the Discloser;
  3. where the Confidential Information is received from a third party, except where there has been a breach of confidence
  4. on a confidential, “needs to know” basis to the Recipient's Personnel, auditors, insurers, agents and professional advisors; or
  5. where the Recipient is compelled to do so by Law, provided that it gives the other party written notice prior to disclosure.
2. The Recipient must only use the Confidential Information of the Discloser for the purpose for which it was disclosed and in connection with this Agreement.
3. This clause will survive termination or expiry of this Agreement.
Liability
1. Nothing in this Agreement limits any liability which cannot legally be limited, including but not limited to liability for:
  1. death or personal injury caused by negligence; and
  2. fraud or fraudulent misrepresentation.
2. Subject to paragraph 11(a) (Liability which cannot be limited), paragraph 11(c) (Exclusions) Our maximum aggregate liability to you in each Contract Year in contract, tort (including negligence), misrepresentation, restitution or otherwise, in connection with this Agreement shall not exceed an amount equal to the total amount of Fees paid and/or payable to us by you in that Contract Year.
3. We will not be liable to you for any Consequential Loss.
4. You acknowledge and agree that:
  1. you are responsible for all users using the Services, including your Personnel and any end users;
  2. we may use third party service providers to host the Services. If the providers of third party applications or services cease to make their services or programs available on reasonable terms, we may cease providing any affected features without liability or entitling you to any refund, credit, or other compensation, provided that ceasing to provide such features does not materially detrimentally impact the Services;
  3. the Services may use third party products, facilities or services. We do not make any warranty or representation in respect of the third party products, facilities or services; and
  4. we do not guarantee that any file or program available for download and/or execution from or via the Services is free from viruses or other conditions which could damage or interfere with hardware or software with which it might be used
  5. This clause will survive termination or expiry of this Agreement.
Termination
1. The Parties may terminate this Agreement by mutual signed agreement.
2. You may notify us if you think, in your reasonable opinion, that we have modified a term of this Agreement under clause 13(l) (Amendments) or the Services under clause 13(b) (Changes to Services) in a manner which will, or is likely to be materially detrimental to you. If the changes to this Agreement are materially detrimental to you, you may, within 30 days of the change being effected, terminate this Agreement with immediate effect by notifying us accordingly.
3. Either Party may terminate this Agreement if the other Party:
  1. has breached a material term of this Agreement and has failed to remedy such breach within 20 Business Days of receiving notice to do so, subject to any other express right of termination;
  2. ceases operation without a successor; or
  3. is subject to an Insolvency Event.
4. We may, at any time and at our sole discretion, suspend or terminate your Account if you have or if we have reasons to suspect you have breached any term of this Agreement. We will use reasonable endeavours alert you if we intend to take such action and give you a reasonable opportunity to remedy any breach of this Agreement, but if we determine that your actions endanger the operation of the Services or other users, we may suspend or terminate your Account immediately without notice. You will continue to be charged for the Services during any suspension period in which you are in breach of this Agreement. If we suspend your Account and you are not in breach of this Agreement, we will apply a credit to your Account for the Fees you have paid for any unused portion of your Package to which the period of suspension relates. If we terminate your Account and you are not in breach of this Agreement, we will refund you the Fees you have paid for any unused portion of your Package. If we terminate your Account and you are in breach of this Agreement, no refunds will be given.
5. On termination of this Agreement:
  1. you must cease using the Services and the Services will no longer be available to you or end users;
  2. if you terminate this Agreement under clauses 12(b) (Amendments and changes) or 12(c) (Material breach), we will give you a pro-rata refund of any pre-paid Fees in relation to the period following termination. If this Agreement expires or is terminated for any other reason, we will not give you a refund or credit for any pre-paid Fees;
  3. you must pay for all Services provided under the Agreement including Services which have been performed and have not yet been invoiced to you, and all other amounts due and payable under this Agreement;
  4. you agree to promptly return (where possible) or delete or destroy (where not possible to return), our Confidential Information and Intellectual Property, and/or documents containing or relating to our Confidential Information and Our IP; and
  5. we agree to promptly return (where possible) or delete or destroy (where not possible to return), your Confidential Information and Intellectual Property, and/or documents containing or relating to your Confidential Information and Intellectual Property unless we are required by Law or regulatory requirements to retain such information. For the avoidance of doubt, we will remove Your IP and Logos from your access portal on termination or expiry of this Agreement.
6. The accrued rights, obligations and remedies of the Parties are not affected by the termination of this Agreement.
7. This clause will survive termination or expiry of this Agreement.
Personal data
1. We will use any personal information you provide to us to:
  1. provide the Services; and
  2. process your payment for the Services.
2. We will process your personal information in accordance with our Privacy Policy, the terms of which are incorporated into this Agreement.
General
1. Exclusivity: Our Services will be provided to you on a non-exclusive basis.
2. Changes: We reserve the right at any time and from time to time to change or remove features of the Services provided that, where there is any material alteration to the Services in accordance with this clause, we will provide you with 20 Business Days’ notice.
3. Subcontracting: We may engage subcontractors to perform the Services on our behalf.
4. Publicity: With your prior written consent, we may use advertising, or publicly announce, that we have undertaken work for you, including in website testimonials and in our marketing material.
5. Force Majeure: We will not be liable for any delay or failure to perform our obligations under this Agreement if such delay is due to any Force Majeure Event. We will provide you with prompt notice of the occurrence of any Force Majeure Event. If we are delayed from performing our obligations due to such a circumstance for a period of at least two months, we may terminate our agreement with you by giving you five Business Days' notice in writing.
6. Disputes: Neither Party may commence court proceedings relating to any dispute arising from, or in connection with, this Agreement without first meeting with a senior representative of the other Party to seek (in good faith) to resolve that dispute (unless that Party is seeking urgent interlocutory relief or the dispute relates to compliance with this provision).
7. Notices: Any notice required or permitted to be given to us must be in writing and be sent by first class post, next working day courier service or email. Notices will be addressed to us at the details set out below or to you at the details you provided for your Account. Notices sent by email will be deemed to be received at 9am on the next working day after transmission. Notices sent by first class post or next working day courier service will be deemed to be received on the second working day after posting.
8. Waiver: Any failure or delay by a Party in exercising a power or right (either wholly or partly) in relation to this Agreement does not operate as a waiver or prevent a Party from exercising that power or right or any other power or right. A waiver must be in writing.
9. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
10. Relationship of Parties: This Agreement is not intended to create a partnership, joint venture or agency relationship between the Parties. Nothing in this Agreement gives a Party authority to bind the other Party in any way.
11. Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
12. Assignment: We may assign, novate, transfer, charge or otherwise deal with our rights and/or obligations under this Agreement by providing you with written notice. You shall not assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
13. Amendment: We may, at our discretion, vary this Agreement and will use reasonable endeavours to notify you of these changes by, for example, publishing varied terms on the Site or by sending an email to the billing or technical contact you designate in your Account.
14. Governing law: The Agreement is governed by the laws of England and Wales. You irrevocably and unconditionally submit to the exclusive jurisdiction of the English courts.
15. This clause will survive termination or expiry of this Agreement.
Definitions and interpretation
1. Definitions
  
  In this Agreement, the following words mean:
  - Account has the meaning given in clause 3(a) (Accounts)
  - Agreement means this Agreement, as amended or updated by us from time to time in accordance with clause 14(m) (Amendments);
  - Business Day means a day which is not a Saturday, Sunday or public holiday in England.
  - Business Hours means 9am to 5pm on a Business Day;
  - Confidential Information includes information of a confidential nature about a Party’s business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, know-how, Intellectual Property, technology, and other information whether or not such information is reduced to a tangible form or marked in writing as "confidential" but does not include any information which is in the public domain other than through a breach of confidence;
  - Consequential Loss includes any indirect, incidental or consequential loss, loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation, loss of use and/or loss or corruption of data or any loss or damage relating to business interruption, in each case whether direct or indirect, suffered or incurred by a person, arising out of or in connection with this Agreement (whether involving a third party or a Party to this Agreement or otherwise);
  - Contract Year means the 12 month period from the date this Agreement is accepted in accordance with clause 1(c) (Acceptance), and each 12 month period thereafter;
  - Fees means the subscription fees for your Package, as set out on the Site;
  - Force Majeure Event means an event which is beyond a Party's reasonable control including a fire, storm, flood, earthquake, explosion, accident, act of the public enemy, terrorist act, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, transportation embargo, and strike by employees of a third person other than a subcontractor of a Party, but in each case, only if and to the extent that the non-performing Party is without fault in causing the event, and the event, or its effect could not have been prevented by reasonable precautions;
  - Insolvency Event means the occurrence of any one or more of the following events in relation to either Party:
    1. the relevant Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;
    2. the relevant Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
    3. the relevant Party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
    4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the relevant Party (being a company, limited liability partnership or partnership);
    5. an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the relevant Party (being a company, partnership or limited liability partnership);
    6. the holder of a qualifying floating charge over the assets of the relevant Party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
    7. a person becomes entitled to appoint a receiver over all or any of the assets of the relevant Party or a receiver is appointed over all or any of the assets of the relevant Party;
    8. a creditor or encumbrancer of the relevant Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the relevant party's assets and such attachment or process is not discharged within 14 days; or
    9. anything analogous to, or of a similar effect to anything described above, under the law of any relevant jurisdiction, which occurs in respect of the relevant Party.
  - Intellectual Property includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and neighbouring and related rights, rights, all rights in relation to inventions (including patent rights), rights in computer software, database rights, rights to use and protect confidential information, confidential information (including know-how and trade secrets, registered and unregistered trade marks, goodwill and the right to sue for passing off, designs (whether or not registered or registrable), circuit layouts, trade names, business names, customer names or internet domain names;
  - Laws all applicable laws, statutes, regulations from time to time in force.
  - Licence has the meaning given in clause 5(d) (Intellectual Property);
  - Logo means your logo and other trade marks (whether registered or unregistered) provided to us from time to time for inclusion on your access portal;
  - Package means your standard, premium or multi-campus subscription package, as further described on the Site;
  - Personnel means, in relation to a Party, the officers, employees, contractors and agents of that Party;
  - Services means our content platform, available on the Site;
  - Site means our website, available at: schooltv.me.uk
  - Third Party Inputs has the meaning given in clause 7(a)(1) (Third Party Suppliers); and
  - Term means the Initial Term and the Renewal Term.
2. Interpretation
  
  In this Agreement, unless the context otherwise requires:
  1. the singular includes the plural and vice versa;
  2. headings are for convenience only and do not affect interpretation;
  3. a reference to this Agreement or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
  4. if any act which must be done under this Agreement is to be done on a day that is not a Business Day then the act must be done on or by the next Business Day;
  5. the word "month" means calendar month and the word "year" means 12 months;
  6. the words "in writing" includes email;
  7. a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
  8. includes and similar words mean includes without limitation;
  9. a reference to any agency or body, if that agency or body ceases to exist or is reconstituted, renamed or replaced or has its powers or functions removed (defunct body), means the agency or body that performs most closely the functions of the defunct body; and
  10. no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it.

For any questions, please email us at:
enquiries@schooltv.me

Last update: 16 December 2022

SCHOOLTV - PLATFORM TERMS AND CONDITIONS

Acceptance

Terms and Subscriptions

Accounts

Support Services

Intellectual Property

Restrictions

Third Parties

Warranties

Payment

Confidential Information

Liability

Termination

Personal data

General

Definitions and interpretation

Definitions

Interpretation