UNIO BY HARNESS: TERMS AND CONDITIONS
You are using a free version of the Platform, but it can be upgraded to our premium version for additional features by contacting email@example.com or via our website. If you sign up for and/or use the premium version of the Platform, the terms of that premium Platform licence will supersede these terms at the point of you entering into the premium Platform licence.
The definitions in this clause apply in this agreement.
Student User(s): those students who receive a Lesson ID from a Teacher User.
Business Day: a day other than a Saturday, Sunday or public holiday in England.
Effective Date: the date on which you click the “accept” button in relation to these terms and the documents referred to herein.
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, each Business Day.
Platform: the online software application provided by us as part of the Services which allows Teacher Users and Student Users to participate in interactive lessons and tests through various features.
Services: access to and use of the Platform which provides an interactive online lesson delivery and assessment system made available by us to you under the terms in this agreement (subject to change in accordance with the provisions of clause 3.1).
Teacher User(s): the educational establishment or member of staff at an educational establishment who registers for the Platform and 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 and Services or facilitating your use of the Platform and Services.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
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.
USE OF THE PLATFORM
Subject to the restrictions set out in this clause 2 and in consideration of you agreeing to the all of the terms and conditions of this agreement, we hereby grant to you a non-exclusive, non-transferable right, without the right to grant sublicenses, to use the Platform.
If you are using the Platform and the Services 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 utilising the Platform and the Services that:
- you and the Student Users can use the Platform and the Services;
- such use will not contradict any laws, rules or policies of that educational establishment;
- you can provide details of the Student Users to us in connection with us providing the Platform and the Services under the terms of this agreement.
- where a Student User is under the age of 13 you will ensure that each such Student User has obtained consent from a parent and/or guardian and authority from their educational establishment before using the Platform and you will not provide any Student User with a Lesson ID to access a lesson on the Platform without confirmation of the same;
- 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;
- 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 (i.e. data from which a living individual can be identified);
- you will keep a secure password for your use of the Services and you shall keep your password confidential and not make it available to anyone else;
- you shall permit us to audit the Platform and the Services in order for us to check that the terms of this licence are being observed by you and any of the Student Users;
- you will only use the Platform and the Services as an interactive online lesson delivery and assessment system for educational purposes and in accordance with the terms of this agreement;
- you are solely responsible for any ensuring that you have all required authorisations, permissions and authorities for User Data that you upload to the Platform (and any subsequent utilisation of such User Data by another individual who has access to the User Data via the Platform) and we shall have no liability whatsoever in relation to the same; 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.
If you are using the Platform and the Services 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 (i.e. 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 and the Services. If you have not obtained such consent, you will notify the Teacher User you will not use the Platform or the Services);
- you will only use the Platform and the Services 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 subsequent utilisation of such User Data by another individual who has access to the User Data via the Platform) and we shall have no liability whatsoever in relation to the same; and
- we have the right to immediately suspend access to you at any time and for any reason without notice to you.
You (whether a Teacher User or a Student User) will not access, store, distribute or transmit any material in connection with your use of the Services and/or 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 or property; or
- is in breach of any third party intellectual property rights;
- and the 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 the provisions of this clause or in respect of which we receive any complaint and where relevant to report any such use to the appropriate authorities and to assist and cooperate with any investigation into any such use.
You shall not:
- except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform or any software which constitutes any part of the Platform (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform or software which constitutes any part of the Platform; or
- access all or any part of the Services in order to build a product or service which competes with the Services; or
- use the Platform and the Services to provide services to third parties other than as expressly permitted under these terms; or
- subject to clause 13.8, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Student Users, or
- attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2.
You shall be solely responsible for all activities undertaken in connection with your account and you are required to ensure that all information submitted by you is accurate, complete and up to date. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and the Services and, in the event of any such unauthorised access or use, promptly notify us.
We shall make the Services available on and subject to the terms of this agreement. The features included in the Platform and the Services may be changed by us from time to time on not less than 14 days’ notice, which will be posted on our website.
We shall use commercially reasonable endeavours to make the Services 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 and/or Services are unavailable.
We will, as part of the Services, provide you with our standard customer support services during Normal Business Hours. If you want to learn more about the Platform or the Services or have any problems using them please take a look at our support resources at www.uniobyharness.com/support.
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.
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.
If you consider that any content on the Platform is inappropriate, defamatory or breaches any of these terms (including, without limitation, clause 2.4), please assist us by contacting us via our website or via contacting firstname.lastname@example.org 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.
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;
- you acknowledge and agree that the personal data may be transferred outside the EEA or the country where you and the Student Users are located in order to carry out the Services and our other obligations under this agreement;
- 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;
- you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
- 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
The Services provided under this agreement are provided ‘as is’ and we exclude all any warranties implied by law or otherwise to the extent that any such warranties are capable of exclusion.
In the event that the Platform and/or Services 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. If we are unable to provide this, we shall have the right to terminate this licence agreement. Such correction or substitution constitutes your sole and exclusive remedy for any such non-performance. Notwithstanding the foregoing, we:
- do not warrant that your use of the Platform or Services will be uninterrupted or error-free; or that the Platform or Services and/or the information obtained by you through the Services will meet your requirements; and
- 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 and Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
- give no warranties or representations that the Platform and/or the Services will meet your requirements or that the results produced by the Platform and/or Services, or any User Data you upload to the Platform will be accurate and/or reliable.
We will have no liability for any failure to provide the Platform and/or the Services 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 or Services. We shall have no liability for failure to provide any part of the Platform or Services or for ceasing to provide any part of the Platform or Services or for any damages or loss to data relating caused by or relating this.
- comply with the terms set out in clause 2 and all other terms and conditions of this agreement;
- provide us with:
- all necessary co-operation in relation to this agreement; and
- all necessary access to such information as may be required by us;
in order to provide the Services;
- carry out all other responsibilities set out in this agreement in a timely and efficient manner;
- obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform their obligations under this agreement, including without limitation the Services;
- comply with the Mandatory Policies; and
- not enter or upload any information which could identify any Student User onto the Platform (either on the page used to join a lesson, by uploading content, by making annotations on materials which are on the Platform or in any other way).
- if you are a Teacher User:
(i) ensure that the Student Users use the Services in accordance with the terms and conditions of this agreement and that each Student User complies with all applicable laws and regulations with respect to its activities under this agreement and you will be responsible for any Student User’s breach of this agreement and any such laws and regulations;
(ii) ensure that your educational establishment’s network and systems comply with the relevant specifications provided by us from time to time;
(iii) be responsible for the configuration of the Platform and the Services in relation to your use of them and shall be responsible and liable for any issue which arises in connection with your use of the Platform or Services including (but not limited to) any effect on the systems operated by your educational establishment; and
(iv) be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
All intellectual property rights in the Platform and the Services throughout the world belong to us (or our licensors) and the rights in the Platform and the Services are licensed (not sold) to you. You have no intellectual property rights in, or to, the Platform or the Services other than the right to use them in accordance with these terms.
We confirm that we have all the rights in relation to the Platform and the Services that are necessary to grant all the rights we purports 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 Services 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 Services, or any actions taken by us at your direction;
- you will be liable for claims made against us as a result of any User Data which you input to the Platform and/or use in connection with the Services which infringes any third party intellectual property right or causes any loss or damage to a third party;
- all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
- we make no warranty of representation that the Services will meet your requirements, will be uninterrupted, secure or error-free or that the results obtained from use of the service will be accurate or reliable or that any errors in the software of the Platform and/or Services will be corrected.
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 10.1 and clause 10.2 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 11, shall commence on the Effective Date and shall continue thereafter until terminated in accordance with the provisions of this agreement.
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.
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 and the Services;
- we will hold User Data for 3 months after the date of termination, after which we may destroy or otherwise dispose of any of the User Data in our possession. You shall pay all reasonable expenses incurred by us in returning or disposing of User Data; 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 the agreement which existed at or before the date of termination shall not be affected or prejudiced.
We shall have no liability to you under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its 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 the parties (or their authorised representatives).
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 its 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 its 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 the law of England and Wales.
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).ctual disputes or claims).