UNIO BY HARNESS: TERMS AND CONDITIONS
WHO WE ARE.
Unio By Harness is an interactive online lesson delivery system provided by Harness Handitouch UK Private Limited (we, us, our). We are registered as a private limited company in England (our company number is 09192382) and our registered office is 24a Cranley Gardens, Greater London, SW7 3DD.
We license you (as a Teacher User) to access and use Unio By Harness in accordance with these terms and conditions, together with any documents referred to within these terms and conditions as amended from time to time.
If you do not agree to the provisions within this Agreement, please do not proceed to register for and use Unio By Harness.
If you accept the terms in this Agreement and have selected the trial period option, you will be provided with 45 days access to the Platform free-of-charge (Trial Period).
Prior to expiration of the Trial Period we will notify you that your use of the Platform is due to expire and provide you with the opportunity to convert to a paid for subscription.
If you choose not to convert to a paid for subscription, your use of and access to the Platform will terminate at the end of the Trial Period.
We will store any User Data you have inputted into the Platform for a period of 30 days from the end of the Trial Period. If you convert to a paid for subscription within this 30-day period you will be able to re-access your User Data. After expiration of this 30-day period, if you have not converted to a paid for subscription we will permanently delete any User Data you have inputted into the Platform.
PAID FOR SUBSCRIPTION
If you accept the terms in this Agreement and have selected the paid for subscription option, you will be provided with 12 months access to the Platform (Subscription Period).
Prior to expiration of the Subscription Period we will notify you that your use of the Platform is due to expire and provide you with the opportunity to renew your subscription.
If you choose not to renew your subscription, your use of and access to the Platform will terminate at the end of the Subscription Period.
We will store any User Data you have inputted into the Platform for a period of 30 days from the end of the Subscription Period. If you renew your subscription within this 30-day period you will be able to re-access your User Data. After expiration of this 30-day period, if you have not renewed your subscription we will permanently delete any User Data you have inputted into the Platform.
- Paid for Subscription – our contract with you
- Use of Unio By Harness – your obligations
- Our obligations
- User Data uploaded to the Platform by you
- Third party providers
- Platform availability
- Intellectual property rights
- Limitation of liability
- Term and termination
- Circumstances outside of our control
Effective Date: the date on which we accept your order under this Agreement.
Lesson ID: the code a Teacher User uses to invite students to access the virtual classroom for a particular lesson.
Normal Business Hours: 8.00am to 6.00pm local UK time, on a day other than a Saturday, Sunday or public holiday in England.
Platform: the Unio By Harness software application provided by us which provides an interactive online lesson delivery and assessment system which allows Teacher Users and Student Users to participate in interactive lessons and tests through various features (subject to change in accordance with clause 3.1).
Student User(s): those students who receive a Lesson ID from a Teacher User.
Teacher User(s): the individual who places an order for the Platform and, if the order is accepted, provides a Lesson ID to the Student Users.
User Data: the data or material inputted by you or us on your behalf for the purpose of using the Platform or facilitating your use of the Platform.
you, your: unless stated in a clause to apply to either a Teacher User or a Student User only, means both a Teacher User and a Student User.
OUR CONTRACT WITH YOU
How we will accept your order: Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.
If we cannot accept your order: If we are unable to accept your order, we will inform you of this by e-mail. This might be because we have identified an error in the price or description of the Platform or because your payment method has been declined.
Cancellation: To the extent permitted by applicable law and save as otherwise stated in this Agreement, upon us accepting your order: (i) you will have no right to cancel the order; (ii) any payments made to us are non-refundable; and (iii) we do not provide refunds or credits for any partial use of the Platform.
Price and payment: The price you will be charged for a paid for subscription to use the Platform will be the price indicated on the order page when you placed your order. This price is inclusive of VAT. We only accept payment by credit card.
USE OF THE PLATFORM – YOUR OBLIGATIONS
In consideration of you agreeing to the all of the terms and conditions of this Agreement, we grant you a non-exclusive and non-transferable right to use the Platform. The licence granted to you permits you to grant access to Student Users, but you may not provide any other access to or grant any sub-licence in respect of the Platform.
Use by Teacher Users. If you are using the Platform as a Teacher User, you warrant to us and agree that:
- you have all necessary permissions and consents from the educational establishment in which you will be using the Platform that:
- you and the Student Users can use the Platform;
- such use will not contradict any laws or policies of that educational establishment;
- you are authorised to provide details of the Student Users to us (if necessary) in connection with us providing the Platform under this Agreement.
- you will ensure that your educational establishment’s network and systems comply with the relevant specifications provided by us from time to time;
- you will be responsible for the configuration of the Platform and shall be responsible and liable for any issue which arises in connection with your use of the Platform including (but not limited to) any effect on the systems operated by your educational establishment;
- you will be solely responsible for liaising with the appropriate technical employee at your educational establishment about securing and maintaining network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, and/or delivery failures. We shall not be liable for any loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet;
- you will ensure that each such Student User who is under the age of 13 has obtained consent from a parent and/or guardian before using the Platform and you will not provide any such Student User with a Lesson ID without such consent;
- you will instruct the Student Users to enter their first name only when joining a lesson on the Platform, and if two Student Users have the same first name, you will instruct them to enter the initial of their surname only, to the extent that such addition does not identify them and amount to personal data (this is data from which a living individual can be identified);
- you will not, and will instruct Student Users that they must not, enter any information onto the Platform which would otherwise identify the Student User and/or amount to any personal data (this is data from which a living individual can be identified);
- you will ensure that each Student User that you issue a Lesson ID to is made aware of and complies with his/her obligations under this Agreement (the key obligations of Student Users are set out in clause 2.3 below) and that they comply with all applicable laws and regulations. You will be responsible for any Student User’s breach of this Agreement and any such laws and regulations;
- you are solely responsible for ensuring that you have all required authorisations and permissions for any User Data that you upload to the Platform (and are responsible for any use of such User Data by another individual who accesses it via the Platform) and we shall have no liability whatsoever in relation such User Data; and
- you will keep a secure password for your use of the Platform and you shall not make it available to anyone else;
- you will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify us;
- you will only use the Platform as an interactive online lesson delivery and assessment system for educational purposes and in accordance with the terms of this Agreement;
- you will not upload, access, store, distribute or transmit any material in connection with your use of the Platform that contains any virus, is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence, is discriminatory (based on race, gender, colour, religious belief, sexual orientation, disability) is otherwise illegal or causes damage or injury to any person/property or is in breach of any third party intellectual property rights. We reserve the right, without liability or prejudice to our other rights against you, to disable your access to any material that in our opinion breaches this clause;
- you will not attempt to copy, modify, duplicate, de-compile, reverse engineer, create derivative works from, build a competing product of or carry out any similar activity in relation to the Platform or any part of it;
- you will not use the Platform to provide services to third parties other than as expressly permitted under this Agreement and unless express written consent is given by us to you under clause 12.8, you will not license, sell, rent, lease, transfer, assign, distribute, display, disclose, commercially exploit, or otherwise make the Platform available to any third party except the Student Users;
- you are solely responsible for all activities undertaken in connection with your account and you will ensure that all information submitted by you is accurate, complete and up to date;
- you shall permit us to audit the Platform in order for us to check that the terms of this Agreement are being observed; and
- we have the right to immediately suspend access to you or any or all Student Users at any time and for any reason without notice to you.
Use by Student Users. If you are using the Platform as a Student User, you agree that:
- you will not share the Lesson ID given to you with any other individual;
- you will only enter your first name when joining a lesson unless otherwise directed by the Teacher User who issued the Lesson ID to you and you will not enter any other information onto the Platform (including in annotations on materials already uploaded onto the Platform) which would otherwise identify you and/or amount to any personal data (this is data from which a living individual can be identified);
- if you are under the age of 13, you will obtain consent from a parent and/or guardian and authority from your educational establishment before using the Platform. If you have not obtained such consent, you will notify the Teacher User and you will not use the Platform;
- you will only use the Platform as an interactive online lesson delivery and assessment system for educational purposes in accordance with the terms of this Agreement;
- you are solely responsible for any User Data that you upload to the Platform (and any use of such User Data by another individual who accesses the User Data via the Platform) and we shall have no liability whatsoever in relation to the same;
- you will not upload, access, store, distribute or transmit any material in connection with your use of the Platform that contains any virus, is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence, is discriminatory (based on race, gender, colour, religious belief, sexual orientation, disability) is otherwise illegal or causes damage or injury to any person/property or is in breach of any third party intellectual property rights. We reserve the right, without liability or prejudice to our other rights to you, to disable your access to any material that in our opinion breaches this clause; and
- we have the right to immediately suspend your access to the Platform at any time and for any reason without notice to you.
Availability and changes to the Platform. We shall make the Platform available on and subject to the terms of this Agreement. The features included in the Platform may be changed by us from time to time on not less than 14 days’ notice, which will be posted on our website.
Maintenance. We shall use commercially reasonable endeavours to make the Platform available at all times except for planned maintenance (as notified on not less than 12 hours’ notice, which will be posted on our website) and unscheduled maintenance. Save in the event of emergency repairs we will endeavour to perform unscheduled maintenance outside of Normal Business Hours. We will not be liable for any time during which the Platform is unavailable.
Customer support. We will provide you with our standard customer support services during Normal Business Hours. If you want to learn more about the Platform or have any problems using it please take a look at our support resources at www.uniobyharness.com/support. Support issues can be logged with us by sending an e-mail to firstname.lastname@example.org
USER DATA UPLOADED TO THE PLATFORM BY YOU
Your rights and responsibilities relating to User Data. You shall own all right, title and interest in and to all of the User Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the User Data.
Loss of or damage to User Data. In the event of any loss or damage to User Data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged User Data from the latest back-up of such User Data maintained by us. We shall not be responsible for any loss, destruction, alteration or disclosure of User Data caused by any third party.
Takedown requests. If you consider that any content on the Platform is inappropriate, defamatory or breaches any of these terms, please assist us by contacting us via our website or via contacting email@example.com to report such content. We will use reasonable endeavours to remove any content that we deem to be inappropriate, defamatory or in breach of these terms from the Platform within a reasonable timeframe.
Personal Data. To the extent that we process any personal data on your behalf when performing our obligations under this Agreement in circumstances where you are a data controller and we are a data processor:
- we will process any personal data in accordance with this Agreement and any lawful instructions reasonably given by you;
- we will make sure that any of our personnel or third party personnel who may have access to your personal data are bound by obligations to keep that personal data confidential;
- you give us a general authorisation to engage sub-processors to assist us in performing our obligations under this Agreement and you may contact us at any time if you wish to obtain details of any of our sub-processors;
- we will assist you in responding to any requests made by an individual who is exercising their rights under data protection law;
- we will assist you to ensure your compliance with your obligations to: keep your personal data secure; to respond and deal with any breach of your personal data; to communicate a personal data breach to individuals; and to conduct data protection impact assessments and mitigate the risks of any high risk processing activities;
- you shall ensure that you are entitled to transfer the relevant personal data to us (including the personal data of each Student User) so that we may lawfully use, process and transfer the personal data in accordance with this Agreement on your behalf;
- each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
THIRD PARTY PROVIDERS
No warranties. The Platform and our services in relation to the Platform are provided ‘as is’ and we exclude all warranties implied by law or otherwise to the extent that any such warranties are capable of exclusion.
Your remedy for a failure of the Platform. We will use reasonable endeavours to provide a Platform which operates seamlessly in accordance with this Agreement, but in the event that the Platform fails to perform in accordance with this Agreement, the sole obligation upon us will be to use reasonable commercial endeavours to correct any such non-performance promptly, or provide an alternative means of accomplishing the desired performance so you can resume your use of the Platform. If we are unable to provide this, we shall have the right to terminate this Agreement. If we terminate this Agreement we will provide you with a pro-rata refund of any charges you have paid to us in respect of the remainder of your Subscription Period falling after the date of termination. Such correction, substitution and/or refund constitutes your sole and exclusive remedy for any non-performance under this Agreement. Notwithstanding this, we:
- do not warrant that your use of the Platform will be uninterrupted or error-free;
- are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and
- give no warranties or representations that the Platform will meet your requirements (it is your responsibility to check this before signing up for and using the Platform).
Liability for failure to provide the Platform. We will have no liability for any failure to provide the Platform or for any loss or damage to any data or information (including User Data) which is caused by use and/or unavailability of the Platform. We shall have no liability for failure to provide any part of the
Platform or for ceasing to provide any part of the Platform or for any damages or loss of data relating to or caused by either of these events.
INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights in the Platform throughout the world belong to us (or our licensors) and the rights in the Platform are licensed (not sold) to you. You have no intellectual property rights in, or to, the Platform other than the right to use the Platform in accordance with this Agreement. We confirm that we have all the rights in relation to the Platform that are necessary to grant all the rights we purport to grant under, and in accordance with, the terms of this Agreement.
LIMITATION OF LIABILITY
Except as expressly and specifically provided in this Agreement:
- you assume sole responsibility for results obtained from the use of the Platform by you, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in or any loss or damage to information, instructions or scripts or any User Data provided to us by you in connection with the Platform, or any actions taken by us at your direction; and
- you assume sole responsibility for User Data which you input and/or upload onto the Platform and you are liable to us for any loss or damage caused to a third party by any such User Data.
Nothing in this Agreement excludes the liability of us:
- for death or personal injury caused by our negligence;
- for fraud or fraudulent misrepresentation; or
- for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability in any applicable jurisdiction.
Subject to clause 9.1 and clause 9.2 we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement.
TERM AND TERMINATION
This Agreement shall, unless otherwise terminated as provided in this clause, commence on the Effective Date and shall continue thereafter until terminated in accordance with the provisions of this Agreement or upon the expiration of any Trial Period / Subscription Period.
Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party. If we terminate the Agreement under this provision, we will provide you with a pro-rata refund of any charges you have paid to us in respect of the remainder of your Subscription Period falling after the date of termination.
On termination of this Agreement for any reason:
- all licences granted under this Agreement shall immediately terminate and you shall immediately cease all use of the Platform;
- we will hold User Data for a period of 30 days after the date of termination, after which we may destroy or otherwise dispose of any of the User Data in our possession; and
- any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected or prejudiced.
CIRCUMSTANCES BEYOND OUR CONTROL
We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations under this Agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications 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, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.
Variation. No variation of this Agreement shall be effective unless it is in writing and signed by each of the parties.
Notices. If we need to contact you we will do so using the contact details you have provided to us. If you need to contact us, you should do so via the contact pages on our website (https://uniobyharness.com/contact/) or as otherwise notified by us from time to time.
No waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Rights and remedies. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
Enforceability. 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. 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.
Entire agreement. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements,
promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
No representations. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
No assignment. You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Agreement. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Agreement.
No agency or partnership. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
No third party rights. 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.
Governing law. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Version Date: 05/04/2018