Edukey software Terms & Conditions
1. Use of the System and Term of Use
Edukey Education Ltd (“Edukey” or “we”) grant to you a non-exclusive licence for the limited right to use the System (as further detailed in the purchase order) (“System”) from the date of acceptance of the System and this Agreement unless terminated by either party in accordance with the terms detailed below. You shall be deemed to have accepted the System and this Agreement upon signing the purchase order, or if you commence operational use of such System (whichever is sooner). You may only use the System for your non-commercial personal use and the use of teachers, staff and students within your school for the purposes of education and assessment.
If you create a school registration on the System, you become a ‘User’. In becoming a User you warrant that: (i) you are of legal age to form a binding contract (or, if you are a minor, you have your parent’s permission to use the System, and your parent has read and agrees to this Agreement on your behalf); (ii) all registration information you submit is accurate and truthful; (iii) you will maintain the accuracy of such information; (iv) if you are accepting this Agreement on behalf of an institution, company or other legal entity, you have the authority to bind that institution, company or legal entity to this Agreement. You also certify that you are legally permitted to use and access the System and take full responsibility for the selection and use of and access to the System. This Agreement is void where prohibited by law, and the right to access the System is revoked in such jurisdictions.
As a User, you also warrant that you will only grant access codes to teachers and staff members who are current employees of your school or district. Upon termination of a teacher or other staff member’s employment with you, you will require such individual to return and cease using all access codes he or she has in his or her possession. If at any time you learn a user of the System claims to be affiliated with your school or district who is not, in fact, affiliated with your school or district, you will notify Edukey immediately.
If an institution (such as a school) or another enterprise is providing your Membership of the System, note that you may only use your Membership for so long as that institution or Edukey collects limited personal information from minor Students, but only where that Student’s school, district, and/or teacher has contracted with Edukey (by agreeing to this Agreement) to collect personal information from Students for the use and benefit of the learning environment. Edukey requires schools, districts, and/or teachers to obtain parental consent from Students’ parents before collecting any such personal information. If you are a Student, please do not send any personal information about yourself to us, other than what we request from you when you sign up to use the System. In the event that we learn that we have collected personal information from a Student without parental consent being obtained by his or her school, district, and/or teacher, or if we learn a Student has provided us personal information beyond what we request when he or she signs up for the website which is supported by the System (“Website”), we will delete that information as quickly as possible. If you believe that a Student may have provided us personal information beyond what is requested when signing up for the Website, or that a Student’s school, district, or teacher has not required parental consent prior to our collection of any personal information, please contact us at email@example.com.
This Agreement shall commence of the date that it is accepted in accordance with clause 1 above (“Commencement Date”) for the initial term (“Initial Term”) as per purchase order, and will continue automatically thereafter unless terminated in accordance with the terms of this Agreement.
2. Ownership and Fee
This Agreement does not provide you with title to or ownership of the system nor does this Agreement provide you with any exclusive or perpetual right to use the system beyond the limits of this Agreement.
The System is provided by and the materials are licensed or owned absolutely by Edukey.
You shall pay to Edukey the licence fee on an annual basis as set out in the purchase order (“Fee”).
The terms of payment of such Fee are as set out in the purchase order and invoice issued to you by Edukey from time to time.
3. Restrictions on Use
You shall not alter, modify, adapt or translate the whole or any part of the System materials in any way whatever or permit the whole or any part of the System materials to be combined with or become incorporated in any other computer program nor decompile, disassemble or reverse engineer the same nor attempt to do any of such things. To enable you to make use of the System, permission is hereby granted to you to electronically copy and store and print individual pages of the System materials on paper and photocopy them only for the purposes set out in clause 1. Any other use of the System materials, including reproduction for purposes other than that hereby authorised (including the removal of copyright or trade mark notices), the creation of an electronic or manual database by systematically downloading and storing the System materials, or their distribution (whether electronically or not) or republication, is prohibited. The use of this System is only permitted by schools and other educational establishments.
Any requests for permission to use the System in a manner otherwise than permitted by this Agreement should be emailed to firstname.lastname@example.org
Without prejudice to clause 8, we employ a range of industry standard measures to ensure that data is safe and secure:
• We use Geo Trust 256 bit SSL encryption for all data transfers and our database uses encryption for key data.
• All of our staff are enhanced CRB checked.
• We are registered with the Data Protection Commissioner and comply with all aspects of the Data Protection Act 1998 (as amended).
• We employ a third party penetration testing company to ensure our systems are secure who perform system security tests on a regular basis.
• Edukey’s data centre has a range of security features such as CCTV, dual access locks and triplicate backups.
However, security is a concern for all users of the System so we suggest you:
• Ensure you have up to date anti-virus software running on any device you access the system from.
• Make sure you log off from the system if you leave your device unattended.
• Do not write down or share system passwords.
• Change your password on a regular basis.
• Immediately report any suspected security breach.
You are required to use passwords in order to access the system. The responsibility of ensuring that the passwords are not revealed or disclosed to any third party is with you and you must use all reasonable endeavours to keep them secure. If you become aware that a third party knows or has discovered the passwords, you must contact: email@example.com. You must observe any user instructions of which Edukey Education Ltd may notify you from time to time. These user instructions may be liable to change and if this happens Edukey Education Ltd will notify you, and you must observe any new user instructions of which Edukey Education Ltd notifies you.
5. Improvements and Updates
Edukey Education Ltd reserves the right to:
(a) Add additional functionality to the Website;
(b) Provide additional services from time to time;
(c) Introduce updates to the system;
which may at Edukey Education Ltd’s sole discretion either be provided as part of the System or provided for an additional fee.
6. Intellectual Property
Unless stated otherwise, any intellectual property rights arising in respect of the System, the System materials and any improvements or updates issued under clause 5 belong to Edukey Education Ltd and/or its licensors. Any use of such intellectual property rights or software is strictly prohibited except where expressly allowed under this Agreement.
7. System Requirements
Without prejudice to clause 8, Edukey Education Ltd aims to use appropriate technology to ensure that you are provided with the best quality of service. As such the functionality of the System may change from time to time and Edukey Education Ltd cannot guarantee the availability of the System on any particular system or browser. The operation of the System requires Internet connectivity. You are responsible for making appropriate arrangements with an Internet service provider.
8. Limitation of Liability
Edukey Education Ltd will provide the System with its reasonable skill and care. However Edukey Education Ltd does not warrant that the functions contained in the System will meet your requirements or that the operation of the System or Website will be uninterrupted or error free. The warranties and conditions stated in this Agreement are in lieu of all other warranties, conditions or other terms whether express or implied.
9. Limitation of Edukey Education Ltd
Whether or not Edukey Education Ltd has been advised of the possibility of such loss, Edukey Education Ltd shall not be liable in contract, tort or otherwise howsoever for indirect loss of profits or of the use of money; loss of revenue; loss of business or goodwill; loss of, breach of, damage to, or corruption of data; or loss of opportunity whether arising out of or in connection with or in relation to the System, the Website or the availability or non-availability of the System or Website or the supply or non-supply of the System or otherwise under this Agreement.
You hereby agree to fully indemnify Edukey Education Ltd against any claim brought by a third party resulting from use of the System by you or any staff or Students in respect of all losses, costs, actions, claims, damages, expenses (including reasonable legal costs and expenses), or liabilities, whatsoever suffered or incurred directly by Edukey Education Ltd in consequence of your breach or non- observance of this Agreement or that of any staff or Students. In addition, you shall defend and pay all costs, damages, awards, fees (including any reasonable legal fees) and judgements awarded against Edukey Education Ltd arising from any such claims and shall provide Edukey Education Ltd with notice of such claims, full authority to defend, compromise or settle such claims and reasonable assistance necessary to defend such claims at your own expense.
Edukey Education Ltd shall not be liable in respect of the use of or inability to use the System or in connection with any failure of performance, accuracy, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure even if Edukey Education Ltd or its employees or agents are advised of the possibility of such damages or losses
Accuracy of pupil data is the responsibility of the school and the school will have provisions in place to ensure the data is verified as accurate & up to date and complies with the Data Protection Act 1998 (as amended).
Without prejudice to clauses 8 and 9, the total liability of Edukey, whether in contract, tort (including negligence) or otherwise and whether in connection with this Agreement or any collateral contract, shall in no circumstances exceed a sum equal to the Fee paid in any 12 month period.
Nothing in this Agreement shall exclude or limit the liability of Edukey Education Ltd for personal injury or death caused by its negligence.
10. Data Protection
In transmitting data to Edukey Education Ltd, you warrant that you have all the necessary consents and authorisation to disclose personal data and are fully compliant with all applicable Data Protection legislation (including without limitation the Data Protection Act 1998 as amended) and will indemnify Edukey Education Ltd from any losses, costs and penalties for breach of this warranty. Accuracy of pupil data is the responsibility of the school and the school will have provisions in place to ensure the data is verified as accurate & up to date and complies with the Data Protection Act 1998 (as amended). Edukey Education Ltd takes the issue of data protection very seriously and will not transfer your data to third parties. It is your responsibility to make sure that information which Edukey Education Ltd holds about you and your students is up to date and accurate. Failure to comply with this clause is a breach of this Agreement.
11. Force Majeure
Neither party shall be under any liability to the other in respect of anything which, apart from this provision, may constitute breach of this Agreement arising by reason of force majeure, namely, circumstances beyond the control of the parties which shall include (but shall not be limited to) acts of God, perils of the sea or air, fire, flood, drought, explosion, sabotage, accident, embargo, riot, civil commotion or civil authority, including acts of local government and parliamentary authority. In particular this clause applies to Edukey Education Ltd being unable to supply the system due to the failure of its own service providers from time to time.
Any notices to be issued under this Agreement may be made via email or post. Notices to Edukey Education Ltd should be sent to its registered address or to firstname.lastname@example.org. You must provide an email and postal address to send you notice. Either party may change the address to send notices by notifying the other of such a change in writing. Notices sent by email will be deemed received on the next business day and notices sent by post deemed accepted on the third business day after posting. For the purposes of this clause no account shall be made for school holidays.
13. Governing Law
This Agreement shall be governed in all respects by English Law and the parties agree to the non-exclusive jurisdiction of the English courts.
14. Third Party Software
Software of third parties is provided under the licence terms of the relevant third parties. For connections to school systems it is the responsibility of the school to ensure that the connection is live and that data is being sent and/or received.
15. Severability and Termination
If any part, term or provision of this Agreement is held to be illegal, unenforceable or in conflict with the law the validity or enforceability of the remaining clauses shall not be affected.
Within 14 days of the Commencement Date, you may, at Edukey’s absolute discretion, terminate this Agreement by giving us written notice of such termination. In such circumstances you may, at Edukey’s absolute discretion, receive a refund of any Fee paid.
If you wish to terminate this rolling Agreement then you must provide us with at least 6 weeks written notice of termination of the Agreement, such notice not to expire before the end of the Initial Term or each anniversary thereafter. Termination of the Agreement does not entitle You to recompense in any way and any recompense offered will be at the discretion of Edukey Education Ltd.
If you breach any of the terms of this Agreement, Edukey is entitled to terminate this Agreement immediately without recompense to you.
On termination for any reason:
(a) all rights granted to you under this Agreement shall cease;
(b) you shall cease all activities authorised by this Agremeent;
(c) you shall immediately pay to Edukey any sums due to Edukey under this Agreement; and
(d) you shall immediately destroy or return to Edukey (at Edukey’s option) all copies of the System materials then in its possession, custody or control and, in the case of destruction, certify to Edukey that it has done so.
16. Third Party Rights
This Agreement does not create any rights in favour of a third party.
Support will be an online solution via the medium of phone, email or a web browser.
This privacy statement discloses the privacy practices for Edukey Education Ltd.
Information Collection and Use
We will not sell, share, or rent information to others in ways different from what is disclosed in this statement. Edukey Education Ltd collects information (including without limitation pupil data) from our Users at several different points on our System. The security of pupil data is of utmost importance and we use industry standards to ensure pupil data is secure. We will use all reasonable efforts to safeguard such personal information however you should be aware that the use of the internet is not entirely secure and for this reason we cannot guarantee the security or integrity of any personal information which is transferred from you or to you via the internet.
Pupil data will never be disclosed, published or shared with third parties. We do not store credit card details nor do we share customer details with any third parties.
In order to use some features of this System, Users must first complete the registration form. During registration, Users are required to give their contact information (name and e-mail address). This information is used to contact Users about the topics on our site for which they have expressed interest and to enable Users to retrieve lost passwords.
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Notification of Changes
You may not assign, sublicense or otherwise transfer any of your rights under this Agreement. Edukey Education Ltd may assign the benefit and the burden of this Agreement.
Edukey may at any time vary the terms of the Agreement and shall provide you with 30 days written notice of any such variation, following which such varied terms shall apply.
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.
This Agreement, the purchase order, the invoice and any other documentation referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter. Each party acknowledges that, in entering into this Agreement and the documents referred to in it, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement or those documents. Nothing in this clause shall limit or exclude any liability for fraud.