Terms and conditions for use of “Science Surgery’s” Schools Software

Terms and Conditions for use of “Science Surgery’s” Schools Software

These Terms form a legally binding contract between you and Science Surgery Ltd, a limited company registered in England and Wales under registration number 11133198, who’s registered office is; International House, 12 Constance Street, London, E16 2DQ.

 

Access to and use of software provided by Science Surgery is subject to the following terms and conditions;

 

Last updated: May 2018

 

1.    DEFINITIONS

1.1   Except where the context otherwise requires the following definitions apply;

Science Surgery  – means Science Surgery Ltd

School   –   means the school, college or similar educational institution registered with Science Surgery for use of its Software.  Where a School consists of a number of entities or branches each entity or branch shall be deemed as an individual School unless otherwise agreed in writing by Science Surgery.

User  – means a teacher or member of staff employed by the School, a student enrolled at the School, a parent or guardian of such student which individuals are authorised by the School to use the Software.

Registration  –   means registration with Science Surgery of the School and a member of staff appointed by the School responsible for administrating the application and use of the software (the Administrator). ‘Initial Registration’ means the first time that the School registers its details with Science Surgery.

License Period   –  means the period for which the Software is licensed to the School.

Fees   –   mean the relevant fee structure selected by the School at Registration and payable by the School to Science Surgery to access the Software.

Intellectual Property Rights  – mean all rights to copyright and related rights, inventions, designs, trademarks, patents, service marks, trade business and domain names, database right, moral rights, rights in confidential information and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights and all similar or equivalent rights or forms of protection in any part of the world.

Personal Data  –  means information relating to or about an individual person that can identify that person.

Software   –  means the software provided by Science Surgery for which access is granted to the User.

Upload   – means any /all information uploaded by the School or its Users onto Science Surgery’s Software.

Terms   –  mean these terms and conditions.

 

1.2    In these Terms;    headings shall not affect their interpretation, the singular includes the plural and one gender includes the other.   Any reference to a statute shall include any modification extension or re-enactment thereof.

 

2      TRIAL PERIOD

Upon initial Registration, Science Surgery will grant to the School a Free one month trial period. If the School wishes thereafter to continue to use the Software it shall, within seven days of the end of the trial period, pay the Fees whereupon Science Surgery shall grant access to and use of the Software for a further twelve month License Period. If within seven days of the end of the free trial period the School has not paid the Fees Science Surgery may terminate the School’s access to the Software and any uploaded content. Use of the Software during the trial period shall be subject to the Terms of this agreement.

 

3    LICENCE

3.1    In consideration of Registration and payment of the Fees Science Surgery grants to the School a non-exclusive License for a User authorised by the School to access and use the Software for a License Period of twelve months from acceptance of these Terms. Thereafter, on application by the School and payment of the Fees the School may be re-licenced for further periods of twelve months.

3.2    We do not guarantee the availability of the Software. The Software may from time to time be amended, updated or maintained by Science Surgery.

3.3    No warranty is given that the Software will be error-free.  Science Surgery shall not be liable to the School for any loss or corruption of any data or for any matters relating to linked websites including security or content.

3.4    Science Surgery shall not be liable to the School if it is unable to perform its obligations due to Force Majeure or circumstances beyond its control or if in Science Surgery’s sole discretion there should be any infringement or possible infringement of the Intellectual Property Rights of any third parties.

3.5    Science Surgery shall not be liable for loss or corruption of data or breach of security not caused by any act, default or negligence on its part or that of its service provider but will use all reasonable endeavours to restore from its back-up files any such lost or corrupted data.

3.6    The School shall not;   sub-license or assign benefit of the license in whole or in part to any third party, duplicate, modify, disclose or distribute any portion of the Software, attempt to reverse compile or disassemble any of the Software, make electronic or printed copies of all or any part of the Software or its content, display or distribute all or any part of the Software on any electronic network or the Internet or the World Wide Web where access is possible by anyone not a User authorised by the School, permit anyone other than an authorised User to access or use all or any part of the Software for any commercial use.

3.7   In the event of any material breach of these Terms and Conditions Science Surgery shall, notwithstanding any other rights that Science Surgery might have,  have the right to terminate or suspend the School’s access to the Software.

3.8   Science Surgery reserves the right to terminate access to the Uploaded content three months after the License Period expires or if, for whatever reason, it is ended earlier. Following such termination the data will be deleted from our records.

3.9  Science Surgery reserves the right, subject to prior written notice,  to reduce the number of Users permitted to access Science Surgery should, in the sole opinion of Science Surgery , the number of Users exceed a figure which we consider to be unwarranted or excessive number of Users.

3.10 Science Surgery will not be liable for any lack in availability or quality of any embedded materials from youtube. If they do not work or the content of the video is deemed unsuitable by the school, it is the schools responsibility to check that any videos embedded are appropriate and that the links work. Science Surgery will not be liable as we do not charge for the videos and therefore does not form part of this contract. We charge solely for the ability to allow students to search our bank / and or the schools bank of videos.

 

4   SOFTWARE

The Software is designed to monitor, track and analyse individual students’ progress and to identify and enable the improvement of areas of weakness by setting targeted tests and revision.

The Software processes data uploaded by the School. It enables teachers to set on-line homework and records and processes marks for homework, answers to questions, internal school test and examination results, individual targeted tasks created by the teacher, time spent by each student completing each test or task, the time last logged in, etc. It sends an automated email reminder to each student one day before the due date for submission of each task and to the teacher and Administrator recording which students have not yet completed the set task.

 

5    SCHOOL’S  OBLIGATIONS

The School and / or its Users   shall;

i)    keep secure and not reveal to anyone who is not an authorised User: usernames, passwords and / or Software content. Not allow access to the software by unauthorised persons and notify Science Surgery immediately if aware of any such unauthorised use.

ii)   not allow the insertion or downloading of malicious codes or files, viruses, timebombs, trojans, worm, spyware, or corrupt data or other computer programs that may damage, interfere with or disrupt Science Surgery’s Software, Website, or services and shall maintain up-to-date effective anti-virus Software on its devices.

iii)  not allow Users to access or attempt to access the Science Surgery accounts of other users or to penetrate or attempt to penetrate the Website’s security measures.

iv)   not allow, promote, encourage or take part in any activity involving hacking, cracking, phishing, taking advantage of exploits or cheats and / or distribution of counterfeit software;

v)    not infringe (and ensure that Uploaded data or other information will not infringe) the Intellectual Property Rights of Science Surgery or of any Third Party.

vi)    promptly notify Science Surgery of any errors or inaccuracies found within the Software.

vii)   be solely responsible for configuring the computer devices in order to access the Software.

viii)  warrant that any Personal Data loaded onto the Software shall be kept confidential and fully comply with all relevant data protection laws including the EU’s General Data Protection Regulation (GDPR) and UK’s Data Protection Act including all amendments and updates thereto. The School indemnifies and keeps indemnified Science Surgery against any breach by the School or its Users of such laws.

ix)   own all rights to the data uploaded by the School and warrant that all Users have been informed of and that the School has the legal right and consent to the transfer, processing and use the Users personal data. The School and its authorised Users are responsible for ensuring that all uploaded information is accurate, complete and up-to-date.

x)    acknowledge that for all data Science Surgery processes on the School’s behalf, the School is the ‘Data Controller’ and Science Surgery is the ‘Data Processor’  as defined under the Data Protection Laws.

xi)   shall be responsible for arranging for the export or download of all School Data prior to the termination or expiry of the Agreement.

xii)    indemnify and keep indemnified Science Surgery against all actions, proceedings, expenses, losses, costs, claims, damages, fines or any other liabilities (suffered or incurred by Science Surgery) arising out of or in connection with any breach of these Terms by the School and/or its Users.

xiii)   consent to the transfer to and storage of all data with Science Surgery’s secure servers in data centres in London provided by Amazon Web Services (AWS).

xiv)   procure that each and every User authorised by the school to access or use the Software complies with these Terms and Conditions. The School shall be liable for any breach of these Terms and Conditions by its users as though the breach was committed by the School.

 

6   SCIENCE SURGERY’S  OBLIGATIONS

Science Surgery will;

i)    make available access to the Software by the Users.

ii)   enable the School to create User accounts.

iii)  enable the School to upload data for or from its Users.

iv)   provide reasonable email assistance on the use of its Software.

v)    observe the terms of the Privacy Policy (link).

vi)   maintain the confidentiality of all Personal Data and comply with all relevant data protection laws including the EU’s General Data Protection Regulation (GDPR) and UK’s Data Protection Act.

vii)  warrant that the service we provide will be performed with reasonable care and skill. If Science Surgery does not conform with this we will correct the issue causing the non-conformity, or provide you with an alternative means of accomplishing the service; or refund the Fees paid by you during the period in which our service was non-conforming, less a reasonable deduction in respect of the use made by you of our service during that time. This will be your sole and exclusive remedy for the period of non-conformity.

viii)   nothing in these Terms shall exclude or limit Science Surgery’s liability for fraudulent misrepresentation, death or personal injury resulting from Science Surgery’s negligence or the negligence of our employees or agents, or any other liability which cannot be excluded or limited under applicable law.

ix)    Science Surgery’s total liability in contract, tort , negligence or other misrepresentations, or otherwise for any other damages arising in connection with the performance or performance of the Terms shall be limited in aggregate to the value of the Fees paid by you in the one year License Period to any claim raised by you.

 

7    COMMUNICATION

Any technical advice, queries or general comments and the like from the School should be directed to Science Surgery by way of the ‘Contact Form’ on Science Surgery’s website.

Any notices to be given under these Terms shall be sent by email to the School or to Science Surgery as the case may be.  Notices to Science Surgery should be emailed to: sciencesurgery.com/contact-us.  The Parties hereto shall promptly notify each other of any change in email address or of alternative addresses if more than one email address is to be used.

 

8    GENERAL PROVISIONS

8.1   Science Surgery’s liability in tort, contract, negligence, non-fraudulent pre-contractual or other representations, or otherwise arising out of or in connection with these Terms and / or in connection with the Website and software shall be limited in aggregate to the sum paid by the School to Science Surgery in the twelve month period immediately preceding any claim.

8.3   Science Surgery reserves the right to amend or remove any content deemed illegal or offensive from the Website at its sole discretion

8.4   Interest on overdue payments will be charged at the rate of 4% per year above the base rate of Barclays Bank Plc.

8.5   These Terms and Conditions constitute the whole agreement between Science Surgery and the School and supersede all previous agreements discussions and correspondence between them relating to the subject matter.

 

9   GOVERNING LAW AND JURISDICTION

9.1    These Terms and Conditions and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the law of England and Wales

9.2    The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions.

9.3     A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights and Third Parties) Act 1999 to enforce any term of this Agreement

 

10     ACCEPTANCE

By using the Software the School shall be deemed to have accepted these Terms and Conditions.