Terms and Conditions
1. Definitions and interpretation
1.1 The definitions and rules of interpretation in this condition apply in this licence, unless the context otherwise requires.
|Means any subsidiary or holding company or contractor of yours, any local education authority, or any other schools, colleges or other educational establishment, whether federated or otherwise associated with you in any way.
|Means a free licence to evaluate Schools Attain for such period and on such special terms as we stipulate.
|Means the fixed term in years that you select on the Quotation (Order) Form.
|Force Majeure Event
|Defined in condition 15.2.
|Means our Schools Attain products described on and available from the Schools Attain website.
|Means the software we provide to you as accessed via the Schools Attain website and associated consultancy or training.
|Means the software applications we provide to you as part of the Services including but not limited to Schools Attain software, and incorporating all Updates.
|Schools Attain Downloads
|Means downloads of content from Schools Attain.
|Schools Attain Website
|Means any webpage and/or associated functionality which may be accessed via the domain *.schoolsattain.com (or such other address as we notify to you from time to time).
|Defined in condition 11.3.2.
|Means the licence to you of Schools Attain comprising the Terms herein, the Quotation (Order) Form, and any special Terms.
|Means the cost due for the Term.
|Means the page to which users will be directed to enable them to sign into their educational establishment account.
|Normal Business Hours
|Means the hours of 9 am to 5 pm Monday to Friday (excluding bank holidays).
|Quotation (Order) Form
|Means the completed Schools Attain Quotation (Order) Form, completed by Us and communicated to You via email.
|Means a user that is registered to access Schools Attain.
|Means a user with remote access to Schools Attain.
|Means is defined in condition 17.2.
|Means special terms agreed between us for the supply of non-standard Schools Attain products including an Evaluation licence.
|The date your Term commences.
|The date by which we should have received payment from you.
|Means the duration of the licence.
|Means these standard licence terms.
|Means use of the software for the purposes of evaluation, subject to the Terms herein. Admin features are excluded from the Trial.
|Means the duration of the Trial, which is normally two weeks, unless Special Terms have been agreed between us.
|Means additions or changes to the current Service content to reflect new updates and additional functionality.
|Means any of your teachers or students which you have authorised to use Schools Attain.
|We / Us
|Means Schools Attain Limited, incorporated and registered in England and Wales with company number 11224894 and registered office at 9 Brookfield, Haslington, Crewe, Cheshire, CW1 5WE.
|You / Your / the establishment
|Means the school or college or other educational establishment named on the Quotation (Order) Form.
1.2 References to conditions are to the conditions of the licence.
1.3 Condition headings shall not affect the interpretation of the licence.
1.4 References to the singular includes the plural and vice versa.
1.5 A reference to any party shall include that party’s personal representatives, successors and permitted assigns.
1.6 Any obligation on a party not to do something includes an obligation to not to allow that thing to be done.
1.7 Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.1 These terms together with the Quotation (Order) Form and any Special Terms (the Licence) set out the basis on which you may make use of Schools Attain.
By using Schools Attain you indicate acceptance of the licence and that you agree to abide by it.
3. Grant and scope of licence
3.1 In consideration of payment by you of the Licence Fee, and subject to you agreeing to the restrictions in condition 4 and the other terms of the licence, we hereby grant to you a non-exclusive, non-transferable licence to use Schools Attain for the Term.
3.2 You may, during the term:
3.2.1 permit users to log in for your establishment’s internal educational and non-commercial purposes;
3.2.2 permit users to use any other Schools Attain products in accordance with the applicable special terms; and
3.2.3 benefit from any updates to Schools Attain we may provide from time to time.
4. Your obligations
4.1 You shall:
4.1.1 ensure that you verify the Quotation (Order) Form accurately;
4.1.2 ensure that the person signing the Quotation (Order) Form is authorised by the establishment’s senior management or other appropriate body to enter this licence on your behalf;
4.1.3 expressly prohibit registered users from sharing their logins;
4.1.4 require registered users to select a secure password which they change when reasonably requested by us or by you, and which they keep secure and confidential;
4.1.5 supervise and control the use of Schools Attain to ensure it is used in accordance with the licence.
4.2 You shall not:
4.2.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Schools Attain in any form or media or by any means, except to the extent expressly permitted by this licence or which must be allowed by law; or
4.2.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Schools Attain except to the extent which must be allowed by law; or
4.2.3 access all or any part of Schools Attain in order to build a product or service which competes with Schools Attain; or
4.2.4 use Schools Attain for the benefit of any third party, including any associated body ; or
4.2.5 subject to condition 11, license, sell, rent, lease, transfer, assign, distribute, display, disclose, commercially exploit, or otherwise make Schools Attain available to any third party except your users.
4.3 You shall use all reasonable endeavours to prevent any unauthorised access to or use of Schools Attain and, in the event of any unauthorised access or use, promptly notify us.
4.4 Your rights under condition 2 are granted to you, and not to any associated body.
5. Acceptable use of the Schools Attain website
5.1 You must not misuse the Schools Attain website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to Schools Attain, the server on which Schools Attain is stored or any server, computer or database connected to the Schools Attain website. You must not attack the Schools Attain website via a denial-of-service attack or a distributed denial-of service attack. By breaching this condition, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them and the identity of your users. In the event of such a breach, your right to use Schools Attain will cease immediately.
5.2 You may link to the Schools Attain website home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. The Schools Attain website must not be framed on any other site, nor publicly available, publicly visible or publicly accessible. We reserve the right to withdraw linking permission without notice.
6. Order process, charges and payment
6.1 You may wish to try Schools Attain to see if you wish to use it within your school. For this purpose we will provide a login to You that will enable You to demonstrate the product within your school only. You are under no obligation to purchase a licence following the Trial Period.
6.1.1 Within 30 days of the Start Date, you are entitled to a full refund of any Licence fee paid to us should you decide not to use the Software. In this case You should notify Us in accordance with clause 14.1 below, within the 30 day refund period. You will not be entitled to a refund of consultancy services or training.
6.2 An order for our Services must be submitted by you by means of accepting our Quotation (Order) Form, via email from an authorised signatory. We will accept your order by emailing our standard acknowledgement of order to you. The agreement is only formed when we send this standard acknowledgement to you. The date we receive your duly authorised purchase order, or at the end of the Trial Period should you wish to continue using the Software (see 6.3 below), whichever is the sooner, is the Start Date.
6.3 Should You wish to maintain continuity of service at the end of your Trial Period but have been unable to provide a purchase order, your trial may continue subject to the terms of this agreement and any Special Terms agreed.
6.4 You will receive an invoice for our Services within 7 working days of the Start Date, or as soon as possible thereafter.
6.5 You shall pay the Licence Fee within 30 days of receipt of an invoice from us.
6.6 The licence fee is:
6.6.1 payable in pounds sterling;
6.6.2 subject to conditions 6.1.1 and 6.7, non-cancellable and non-refundable; and
6.6.3 exclusive of value added tax, which shall be added to our invoice at the appropriate rate.
6.7 Notwithstanding condition 6.2.2 a refund will only be made if we either reject your acceptance of the Quotation (Order) Form and refuse to grant you a licence or if a court finds we are liable to pay damages to you as a result of being in material breach of the licence as set out in condition 10.3.1.
You will be invoiced at least 30 days prior to the anniversary of the Start Date. The invoice is due for payment before the Start Date of the next Term.
Should we have not received payment by the Due Date we may disable the Service until payment is received. Compensation for any loss of service as a result of late payment will not be made by Us to You, including the anniversary of the Start Date, which will not be extended.
We reserve the right to increase
7. Services and support
7.1 Following our acceptance of the Quotation (Order) Form and agreement with you of any special terms, we shall set up and make Schools Attain available to you on and subject to the terms of the licence during the term.
7.2 We shall use commercially reasonable endeavours to make Schools Attain available 24 (twenty four) hours a day, 7 (seven) days a week, except for:
planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time during term time or at any time during school holidays;
unscheduled maintenance performed outside normal business hours, provided that we use reasonable endeavours to give you at least 6 (six) normal business hours’ notice in advance.
7.3 We will, as part of Schools Attain and at no additional cost to you, provide you with Schools Attain standard support. Our support staff will endeavour to answer by telephone and/or email any queries which you have regarding the use of Schools Attain.
8. Intellectual property rights
8.1 Schools Attain is a UK registered trade mark of Schools Attain Limited.
8.2 You acknowledge that the copyright, database rights and all other intellectual property rights in Schools Attain belong to us or our licensors, that rights in Schools Attain are licensed (not sold) to you, and that you have no rights in, or to, Schools Attain other than the right to use it in accordance with the licence.
9. Limitation of liability
8.1 The Service is provided without any guarantees, conditions or warranties as to its effect on grades achieved, the accuracy of calculations (which you should always externally verify), Your interpretation of Our calculations, or otherwise. To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude:
8.1.1 all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity; and
8.1.2 any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with Schools Attain or in connection with the use, inability to use, or results of the use of Schools Attain, the Schools Attain website, any websites linked to it and any content contained in it, including:
- loss of income or revenue;
- loss of business;
- loss of profits or contracts;
- loss of anticipated savings;
- loss of data;
- loss of goodwill; and
- loss of management or office time> whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.
8.2 Condition 8.1 does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
8.3 Subject to conditions 8.1 and 8.2, our maximum aggregate liability under or in connection with the licence, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the annual licence fee, pro-rata.
8.4 Subject to conditions 8.1, 8.2 and 8.3, our liability for infringement of third-party intellectual property rights shall be limited to breaches of rights subsisting in England and Wales.
9. Limitations on the Schools Attain Service
9.1 You acknowledge and agree that Schools Attain has the following limitations:
9.1.1 the purpose of Schools Attain is to assist users in identifying attainment and achievement trends, and not to produce specific external examination results or degrees of learner progress;
9.1.2 commentary and other materials in Schools Attain are not intended to amount to advice on which reliance should be placed; we therefore disclaim all liability and responsibility arising from any reliance placed on those materials by any user of Schools Attain, or by anyone who may be informed of any of its contents;
9.1.3 we aim to update Schools Attain regularly, and may change the functionality at any time, without notice;
9.1.4 we will not be liable for any loss or damage caused by a denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of Schools Attain or to your downloading of any material from the Schools Attain website, or from any website linked to it; and
9.1.5 where the Schools Attain website contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
10. Software Problems and Service Availability
We do not provide any guarantee, implied or explicit, that the software is free from software problems. Equally, we do not provide any guarantee, implied or explicit, that the Service will be continually available. We will seek to remedy any problems reported to us and to maximise service availability. Our liability is limited to providing a solution to any problems that arise.
11. Duration and termination
11.1. The licence shall start on the Start Date and shall, unless terminated under this condition, continue for the Term.
11.2 We may terminate the licence immediately by written notice to you if:
11.2.1 breach condition 3.2.2 (and before that, we may suspend your licence without notice); or
11.2.2 you commit a material or persistent breach of the licence which you fail to remedy (if remediable) within 30 (thirty) days after the service of written notice requiring you to do so; or
11.2.3 the establishment is permanently closed or is merged with another establishment.
11.3 You may terminate the licence immediately by written notice to us if:
11.3.1 we commit a material or persistent breach of the licence which we fail to remedy (if remediable) within 30 (thirty) days after the service of written notice requiring us to do so; or
11.3.2 we suffer an insolvency event, meaning that we become insolvent or unable to pay our debts (within the meaning of section 123 of the Insolvency Act 1986), enter into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), pass a resolution for our winding-up, have a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of our assets, make any composition or arrangement with our creditors or take or suffer any similar action in consequence of our debt.
11.4 On expiry of the licence or termination for any reason:
11.4.1 all rights granted to you under the licence shall cease;
11.4.3 you must pay immediately any sums due to us under the licence; you will be entitled to a refund only in the limited circumstances set out in condition 6.7; and
You may terminate the licence by giving Us 30 days notice in writing. Only under exceptional circumstanes will a pro rata refund be applied.
12. Transfer of rights and obligations
12.1 The licence is binding on you and us, and on our respective successors and assigns.
12.2 You may not transfer, assign, charge or otherwise dispose of your licence, or any of your rights or obligations arising under it, without our prior written consent.
12.3 We may transfer, assign, charge, sub-contract or otherwise dispose of these this licence, or any of our rights or obligations arising under it, at any time during the term of the licence.
13. Third party rights
No one other than a party to this licence, its successors and permitted assignees, shall have any right to enforce any of its terms.
14.1 All notices given by you to us must be given to Schools Attain Limited at our registered address or by completeing our contact form, including your school details. We may give notice to you at either the e-mail or postal address you provided to us when purchasing Schools Attain.
14.2 Notice will be deemed received and properly served immediately 24 (twenty-four) hours after an email is sent, or two working days after the date of posting of any letter.
14.3 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an email, that the email was sent to the specified email address of the addressee.
15. Force Majure
15.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the licence that is caused by events outside our reasonable control (force majeure event ).
15.2 A force majeure event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
15.2.1 strikes, lock-outs or other industrial action;
15.2.2 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
15.2.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
15.2.4 it is impossible to use railways, shipping, aircraft, motor transport or other means of public or private transport;
15.2.5 it is impossible to use public or private telecommunications networks; or
15.2.6 the acts, decrees, legislation, regulations or restrictions of any government.
15.3 Our obligations to provide Schools Attain under the licence will be suspended for the period that the force majeure event continues, and we will have an extension of time for performance of our obligations for the duration of that period. We will use our reasonable endeavours to bring the force majeure event to a close or to find a solution by which our obligations under this licence may be performed despite the force majeure event.
16.1 If we fail, at any time during the term of the licence, to insist on strict performance of any of your obligations under the licence, or if we fail to exercise any of the rights or remedies to which we are entitled under the licence, this shall not constitute a waiver of those rights or remedies and shall not relieve you from compliance with your obligations.
16.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
16.3 No waiver by us of any of these terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
If any condition (or part condition) of the licence is determined by any competent authority to be invalid, unlawful or unenforceable to any extent, that condition (or part condition) will to that extent be severed from the remaining conditions which will continue to be valid to the fullest extent permitted by law.
18. Entire agreement
18.1 The licence constitutes the whole agreement between us and supersedes any previous arrangement, understanding or agreement between us, relating to the licensing of Schools Attain.
18.2 We each acknowledge that, in entering into the licence, neither of us relies on any statement, representation, assurance or warranty (representation) of any person (whether a party to the licence or not) other than as expressly set out in the licence.
18.3 Each of us agrees that the only rights and remedies available to us arising out of or in connection with a representation shall be for breach of contract as provided in the licence.
18.4 Nothing in this condition shall limit or exclude any liability for fraud.
19. Law and jurisdiction
The Licence, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and we each submit to the non-exclusive jurisdiction of the courts of England and Wales.