SCHOOL COMPASS LTD WEBSITE USAGE TERMS AND CONDITIONS
The term ‘School Compass Ltd’ or ‘us’ or ‘we’ refers to the owner of the website. Our company registration number is 10589348. The term ‘you’ refers to the user or viewer of our website.
- The content of the pages of this website is for your general information and use only. It is subject to change without notice.
- Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
- This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
- All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.
- Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
- From time to time, this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we necessarily endorse the website(s). We have no responsibility for the content of the linked website(s).
- Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Northern Ireland, Scotland and Wales.
These terms and conditions govern the content and regulate Your use of the website https://www.schoolcompass.co.uk which is owned and operated by Us (the “Website”) (the “Agreement”).
By requesting a Trial Period or by paying the Subscription Fee, You agree to these terms and conditions and warrant to us that (i) You are a professional school leader of a school in England and Wales with authority to enter into this legally binding Agreement on behalf of that school; and (ii) that all of the information that You have provided to us is complete, true and accurate in all respects.
These terms and conditions contain the following information:
- Authority and Licence for use of Know-How
- Authority and Licence for Use of Hosting Services
- Your Obligations
- Our Obligations
- General Provisions
You or Your: the party entering into this Agreement with Us by (i) using the Website for a Trial Period and accepting these terms and conditions; or (ii) paying the Subscription Fee and accepting these terms and conditions. Where the context so requires, You or Your includes Your Authorised Users.
Us, We, or Our: School Compass Limited (company number 10589348).
”Need Further Help”: the ability for You to ask questions through the Website.
Authorised Users: in the case of all school types, Authorised Users are restricted to governors, management, members, staff, teachers, and employees of the school purchasing the subscription to Our Services and Software in the UK. In the case of any other organisation, Authorised Users includes any person in the business unit or units that We have agreed with You in writing is or are to benefit from the subscription.
Business Day: a day that 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 identified as Confidential Information in clause 6.
Services: includes Hosting Services and provision of Know-How, as the context requires; and “Service” shall be construed accordingly.
Hosting Services: the services we provide to allow You to access and use interactive services on the Website, such as the ”Need Further Help”.
Know-how: know-how provided by Us to You under this Agreement and through the Website as specified in the Subscription Fee invoice (including, but not limited to, answers to queries).
Software: the software provided by us or by Our suppliers which enables You to use the
Services, including data schemas, data models, databases and the like.
Subscriber Data: the data input by You (and anyone authorised by You) for use in conjunction with the Know-how. Subscriber Data includes Your questions asked through the “Need Further Help”
Subscription Fee: the subscription fee for the Services to be provided under this Agreement, as specified in Our invoice relating to this Agreement.
Subscription Period: the 12 calendar month period in respect of which a Subscription Fee is payable for any Service, as specified in Our invoice relating to this Agreement.
Trial Period: means Up to 5 free downloads which are pre selected.
UK: the United Kingdom of Great Britain and Northern Ireland.
- AUTHORITY AND LICENCE FOR USE OF KNOW-HOW
2.1 We authorise You and Your Authorised Users to use the Know-how for any applicable Trial Period and/or for the duration of the Subscription Period for which You agree to pay us the Subscription Fee.
2.2 This authority and licence starts when You enter into this Agreement and ends: (a) upon the expiry of any applicable Trial Period; or
(b) if this Agreement is terminated under clause 10 below.
2.3 You may search, view, copy and print out material containing Know-how for Your own business purposes.
- AUTHORITY AND LICENCE FOR USE OF HOSTING SERVICES
3.1 We hereby grant You on the terms and conditions of this Agreement a non-exclusive, non- transferable licence to access the Software through the Hosting Services and to use the Services and/or Software solely for Your business purposes (and for the avoidance of doubt, nothing in this Agreement grants to You any rights whatsoever in or relating to the source code of the Software).
3.2 You shall not store, distribute or transmit any material through the Hosting Services that is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes violence, discrimination based on race, gender, colour, religious belief, sexual orientation or disability, or any other illegal activities.
3.3 You shall not:
(a) attempt to duplicate, modify, disclose or distribute any portion of the Software; or
(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form any of the Software, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or
(c) use the Software or Hosting Services to provide hosting services to third parties, without Our prior written consent; or
(d) transfer, temporarily or permanently, any rights or obligations under this Agreement, or
(e) attempt to obtain, or assist others in obtaining, access to the Services and/or Software, other than as provided under this clause. Any attempt/assistance or suspicion of attempt/assistance will result in the entire annual subscription being terminated immediately with no refund.
3.4 We confirm We have all the rights in relation to the Services and/or Software that are necessary to grant all the rights We purport to grant under the terms of this Agreement.
- YOUR OBLIGATIONS
(a) copy, print out or otherwise reproduce any Know-how nor any material relating to all or any part of the Services, except as permitted under this Agreement or authorised by us in writing;
(b) make any part of the Know-how or of the Services available to anyone, except as permitted under this Agreement or authorised by us in writing;
(c) subject to clause 4.4 below, alter any part of the Know-how or Services;
(d) in respect of any query raised by You with us, provide any answer by us to a query to any third party or permit any third party to be aware of or rely upon Our provision of such an answer; or
(e) purport to assign or otherwise dispose of Your rights under this Agreement.
4.2 You must not provide Your username or password to any third parties and You must take reasonable steps to ensure that nobody accesses the Know-how or Services using accounts created with Your username and password.
4.3 You acknowledge and agree that We and Our licensors own all intellectual property rights in the Software, the Know-how and the Services. Except as expressly stated in this Agreement, this Agreement does not grant You any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software, Know-how, Services or any related documentation.
4.4 You are solely responsible for the appropriate use and adaption of Our Know-how for Your own use.
4.5 You recognise and accept that in Our Know-how (including Our answers to queries) We are not providing legal, financial, taxation or any other type of advice. You recognise and accept that Our employees are not practising solicitors, barristers, accountants or other professionally qualified advisers.
4.6 You must inform any individuals using the Services on Your behalf that neither School Compass Limited nor its employees are giving legal or financial advice either as practising solicitors, barristers or accountants or otherwise.
4.7 You recognise and accept that We may give answers to the same or similar queries asked by any of Our subscribers and that any conflict which might arise between subscribers is waived.
4.8 Subject to clause 5 below (Our Obligations), You will defend, indemnify and hold Us harmless against claims, actions, proceedings, losses, damages, expenses and all costs arising out of or in connection with Your misuse of the Software or Services, provided that:
(a) You are given reasonable notice of any such claim;
(b) We provide reasonable co-operation to You in the defence and settlement of such claim, at Your expense; and
(c) You are given sole authority (but acting reasonably) to defend or settle the claim.
4.9 You are responsible for configuring Your information technology, computer programmes and platform in order to access the Services. Notwithstanding clause 5.5 below, You should use Your own virus protection software.
4.10 By submitting any individual’s personal information to Us or Our affiliates, service providers and agents, You agree, and confirm Your authority from such other individual, to Our collection, use and disclosure of such personal information.
4.11 If You are a Multi-Academy Trust, co-operative or federation, you must promptly notify Us at firstname.lastname@example.org when additional academies / schools join Your trust / organisation irrespective of whether or not such academies / schools or any of their governors, management, members, staff, teachers, or employees are to be an Authorised User.
- OUR OBLIGATIONS
5.1 We warrant that You will not infringe any third party intellectual property rights by using the Know-how and We will indemnify You against losses, costs or expenses you may incur as a result of any claim that the use by You of the Know-how infringes any third party intellectual property rights, provided that:
(a) You notify Us within a reasonable time of any such claim being made;
(b) You provide reasonable co-operation to Us in the defence and settlement of such claim, at Our expense; and
(c) We are given sole authority to defend or settle the claim.
5.2 In relation to any part of the Software owned by Us We shall defend You against any claim that Your use of the Software infringes any patent, copyright, trade mark, database right or right of confidentiality, and shall indemnify You for any amounts awarded against You in judgment or settlement of such claims, provided that:
(a) We are given prompt notice of any such claim;
(b) You provide reasonable co-operation in the defence and settlement of such claim, at Our expense; and
(c) We are given sole authority to defend or settle the claim.
5.3 In the defence or settlement of a claim referred to in clause 5.2 above, We may at Our discretion obtain for You the right to continue using the Software, replace or modify the Software so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement without liability to You. We shall have no liability if the alleged infringement is based on:
(a) a modification of the Software by anyone other than Us; or
(b) Your use of the Services and/or Software in a manner contrary to the instructions given to You by Us; or
(c) Your use of the Services and/or Software after notice of the alleged or actual infringement from Us or any other person.
5.4 The foregoing states Your sole and exclusive rights and remedies, and Our entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
5.5 We will take reasonable steps to ensure that Software and data files We supply to You as part of the Service are virus-free.
5.6 We will use all reasonable endeavours to ensure that Subscriber Data is maintained securely and is properly backed-up. In the event of any loss or damage to Subscriber Data, Your sole and exclusive remedy shall be that We use all reasonable endeavours to restore the lost or damaged Subscriber Data from the latest back up of such Subscriber Data. We shall not be responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party (except those third parties sub-contracted by Us to perform services related to Subscriber Data maintenance and back-up).
5.7 We will use all reasonable endeavours to ensure that the Services are provided continuously and that access to Our Website is not interrupted by any event within Our control. We will notify You in advance of planned downtime, which, if reasonably practicable, will be scheduled outside normal UK office hours.
5.8 We undertake no obligation to respond to queries.
6.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party; or
(b) was in the receiving party’s lawful possession before the disclosure; or
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
6.2 Subject to clause 6.8 below, each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement or any of its provisions.
6.3 Each party shall use its best endeavours to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed in violation of the terms of this Agreement.
6.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party (except, in Our case, those third parties sub- contracted by Us to perform services related to Subscriber Data maintenance and back-up).
6.5 You acknowledge that Our Confidential Information includes the Software and the
6.6 We acknowledge that the Subscriber Data is Your Confidential Information.
6.7 Each party shall not permit any unaffiliated third party access to, in any manner, the Confidential Information of the other party, except as provided in this agreement.
6.8 We shall not be required to keep confidential any information provided to Us by You for the purpose of Our answering queries and may publish any answer in the same way as any other Know-how and (for the avoidance of doubt) will not be obliged to comply with any request to restrict its availability.
6.9 Your Confidential Information shall not include information that consists of ideas, concepts, know how or techniques relating to the enhancement, customisation, installation or implementation of the Software.
6.10 Any of Your personal data collected by Us may be processed or used by Us or Our third party contacts in accordance with the provisions of the Data Protection Act 1998.
6.11 This clause 6 shall survive termination of this Agreement, however arising.
7.1 We give You no warranty or assurance, except as set out in clause 5 above. We declare and You acknowledge that all implied warranties and conditions are excluded to the maximum extent permitted by law.
7.2 Our policy is to conduct Our business at all times in a professional manner and to best practice standards. We use Our best endeavours to maintain Know-how up to date and to develop Our Services to meet subscribers’ needs. However, You should note in particular:
(a) the Know-how is not intended to constitute a definitive or complete statement of the law on any subject, nor is any part of it intended to constitute legal advice for any specific situation;
(b) We do not undertake any obligation to consider whether the information provided to or by Us for the purpose of Our Know-how (including answering a query) is either sufficient or appropriate for any particular actual circumstances;
(c) the Know-how includes archived information and resources, which may be incorrect or out of date;
(d) answers to queries may be prepared entirely from Our existing Know-how;
(e) the ”Need Further Help” is for generic queries only and We shall refuse to answer any questions which We, at Our sole discretion, may deem to fall outside of Our remit;
(f) We are a provider of practical know-how and resources. We do not accept any responsibility for action taken as a result of information provided by Us. You should take specific advice when dealing with specific situations. The services are general and educational in nature, may not reflect all recent legal developments and may not apply to the specific facts and circumstances of individual transactions and cases. We are not a law firm or accountancy firm, do not represent or advise clients in any matter and are not bound by the professional responsibilities and duties of a legal practitioner or accountant. Nothing in the Services or in this Agreement nor any receipt or use of such Services, shall be construed or relied on as advertising or soliciting to provide any legal services, accountancy services, creating any solicitor-client relationship or providing any legal representation, advice or opinion whatsoever on behalf of Us or Our editorial staff;
(g) We give You no warranty or assurance that the Services and Our means of delivering them are compatible with Your software or computer configuration;
(h) We may update the Website from time to time and may change part or all of any Services at Our discretion. The content on the Website may be out of date at any given time, and We are under no obligation to update it; and
(i) We do not guarantee that the Website, or any content on it, will be free from errors or omissions.
8.1 This clause 8 sets out Our entire financial liability (including any liability for the acts or omissions of Our employees, agents, contributors, consultants and sub-contractors) to You in respect of:
(a) any breach of this Agreement;
(b) any use made by You of the Services or the Software or any part of them; and
(c) any representation, statement or tortious act or omission (whether negligent or otherwise)
arising under or in connection with this Agreement.
8.2 Except as expressly and specifically provided in this Agreement and particularly clause 5.1 above:
(a) You assume sole responsibility for results obtained from the use of the Software and the Services by You, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided by You in connection with the Services, or any actions taken by Us at Your direction; and
(b) all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
8.3 Nothing in this Agreement excludes Our liability:
(a) for death or personal injury caused by Our negligence; or
(b) for fraud or fraudulent misrepresentation.
8.4 Subject to clause 5.1 and clause 8.3 above:
(a) We shall not be liable for any loss of profits, anticipated profit, revenues, anticipated savings, loss of business, depletion of goodwill or similar losses or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising; and
(b) Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to 3 times the price paid for the Services during the 12 months preceding the date on which the claim arose. You acknowledge that this limitation is reasonable.
8.5 We shall not be liable for any damage to Your or an Authorised User’s software, or damage to or loss of data.
8.6 The information, opinion and resources contained on the Website are not intended to provide legal or any other professional advice. We take no responsibility for the accuracy or correctness of any such information, opinion and resources. We shall not be liable for the actions You take or refrain to take as a result of the Services provided to You.
8.7 We shall have no liability whatsoever for any liability owed by You or an Authorised User which might arise to any third party.
8.8 We make no warranty that access to the Website will be uninterrupted, secure, complete or error free. You and the Authorised Users acknowledge that the Website entails the likelihood of some human and machine errors, delays, interruptions and losses, including the inadvertent loss of data or damage to media.
8.9 Under this clause, “Our Liability” includes that of any company in Our group and Our and their respective agents, employees, contributors and consultants and sub-contractors, “You” includes any other party claiming through You and “loss”, “damage” or “damages” include any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Service, whether under this Agreement or other Agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.
8.10 We shall have no liability to You under this Agreement if We are prevented from or delayed in performing Our obligations under the Agreement or from carrying on business by acts, events, omissions or accidents beyond Our reasonable control, including without limitation default of sub- contractors, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
- YOUR ACCOUNT AND PASSWORD
9.1 Upon receipt of Your username and password to the Website or any other piece of information as part of Our security procedures, You must treat such information as confidential.
9.2 You must treat the information and resources on the Website as confidential and you must not allow any party to make use of or benefit from such information and resources.
9.3 You and any Authorised Users must not grant any other party permission to host or make use of any information and/or resources derived from the Website or a ‘School Compass’ original document.
9.4 We have the right to immediately disable any username and password, whether chosen by You or allocated by Us, at any time, if in Our reasonable opinion You have failed to comply with any of the provisions of this Agreement.
9.5 If You know or suspect that any party knows Your username and password You must promptly notify Us at email@example.com
- TERM AND TERMINATION
10.1 Unless otherwise terminated as provided in this clause 10, this Agreement may only be terminated by either party by notice in writing to the other party at least 30 Business Days before the end of the Subscription Period to which such notice relates. If no such notice is received this Agreement will continue in full force and effect.
10.2 You may, within 14 days of entering into this agreement (the “Cooling-Off Period”), cancel this Agreement penalty-free by giving notice to firstname.lastname@example.org. Any cancellation of this agreement outside the Cooling-Off Period shall be in accordance with the termination provisions of this clause 10 of the agreement.
10.3 This Agreement will terminate immediately without notice if You are in breach of any of its terms during any Trial Period.
10.4 This Agreement will terminate if You or We are in material breach of any of its terms and if the breach is not remedied within the period of 10 Business Days after written notice of it has been given to the party in breach. If We are in material breach as a result of circumstances within Our control, You will be entitled to pro-rata return of the Subscription Fee.
10.5 On termination of this Agreement for any reason:
(a) all licences granted under this Agreement shall immediately terminate;
(b) subject to the exceptions in this sub-clause, You will take reasonable steps to delete the Software and the Know-how from Your electronic media, including Your intranet and electronic storage devices so that You no longer have an electronically functional copy of the Software or any part of the Know-how. However, You are not required to delete from your electronic media any part of the Know-how that before termination has been substantially amended by You. You are not required to delete or destroy printouts containing Know-how that were made prior to termination, or copies of such printouts;
(c) We may destroy or otherwise dispose of any of the Subscriber Data in Our possession unless We receive, no later than 30 days after the effective date of the termination or expiry of this Agreement, a written request for the delivery to You of a print-out of the then most recent back-up of the Subscriber Data. We shall use reasonable commercial efforts to deliver the print-out to You within 14 days of receipt of such a written request, provided that You have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You must pay all reasonable expenses incurred by Us in delivering such print-out; and
(d) termination shall not affect or prejudice 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.
- GENERAL PROVISIONS
11.1 The rights provided under this Agreement are granted to You only, and shall not without Our prior written consent be considered granted to any other party. You may not, without Our prior written consent, assign, transfer, charge, sub-contract, declare a trust in respect of, or deal in any other manner with all or any of Your rights or obligations under this Agreement.
11.2 This Agreement is not intended to benefit anyone other than the parties to it and, in particular, no term of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
11.3 Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
11.4 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
11.5 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
11.6 This Agreement, the Subscription Fee invoice and any agreed written record identifying Authorised Users constitute the entire Agreement and understanding of the parties and supersede any previous Agreement between the parties relating to the subject matter of this Agreement. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. The only remedy available to it for breach of the Agreement shall be for breach of contract under the terms of this Agreement. However, this clause 11.6 does not exclude liability for fraud or fraudulent misrepresentation.
11.7 English law governs this Agreement and the parties submit to the non-exclusive jurisdiction of the English courts.