1. DEFINITIONS AND INTERPRETATION

1.1 In the Agreement:

"Affiliate" means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;

"Agreement" means the agreement between the Provider and the Customer for the provision of the Platform as a service, incorporating these terms of service, and any amendments to the Agreement from time to time;

"Business Day" means any week day, other than a bank or public holiday in England;

"Business Hours" means between 09:00 and 17:30 GMT on a Business Day;

"Charges" means the amounts payable by the Customer to the Provider under or in relation to the Agreement (as set out in Schedule 2);

"Control" means the legal power to control (directly or indirectly) the management of an entity (and "Controlled" will be construed accordingly);

"Customer" means the customer specified in the Statement of Services;

"Customer Confidential Information" means:

a) any information disclosed (whether disclosed in writing, orally or otherwise) by the Customer to the Provider during the Term that is marked as "confidential", described as "confidential" or should have been understood by the Provider at the time of disclosure to be confidential;

b) the financial terms and conditions of the Agreement;

c) the Customer Materials.

"Customer Materials" all works and materials:

a) uploaded to, stored on, processed using or transmitted via the Platform by or on behalf of the Customer or by any person or application or automated system using the Customer's account; and

b) otherwise provided by the Customer to the Provider in connection with the Agreement;

"Defect" means a defect, error or bug having a materially adverse effect on the appearance, operation or functionality of the Platform, but excluding any defect, error or bug caused by or arising as a result of:

a) an act or omission of the Customer, or an act or omission of one of the Customer's employees, officers, agents, suppliers or sub-contractors; or

b) an incompatibility between the Platform and any other system, application, program or software not specified as compatible in the Statement of Services;

"Documentation" means the documentation produced by the Provider and made available on the Platform, and on the Sprint Campus website, to the Customer specifying how the Platform should be used;

"Effective Date" means the date that the Agreement comes into force as specified in Clause 2;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the "intellectual property rights" referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"Minimum Term" means the period specified as such in the Statement of Services;

"Permitted Purpose" means the Customer managing their marketing, sales, customers and business with the Platform;

"Personal Data" has the meaning given to it in the Data Protection Act 1998;

"Platform" means the software platform known as Sprint Campus that is owned and operated by the Provider, and that will be made available to the Customer as a service via the internet under the Agreement;

"Provider" means Sprint Media Limited, a company incorporated in England and Wales (registration number 6177833) having its registered office at B1 The Courtyard, Tewkesbury Business Park, Tewkesbury, GL20 8GD;

"Schedule" means a schedule attached to the Agreement;

"Services" means all the services provided or to be provided by the Provider to the Customer under the Agreement, including the Support Services;

"Statement of Services" means the online document made available by the Provider to the Customer during the order process / agreed between the parties that specifies the identity of the Customer, and other matters relating to the Agreement;

"Support Services" means support and maintenance services provided or to be provided by the Provider to the Customer in accordance with the Statement of Services;

"Term" means the term of the Agreement; and

"Upgrades" means new versions of, and updates to, the Platform, whether for the purpose of fixing an error, bug or other issue in the Platform or enhancing the functionality of the Platform.

1.2 In the Agreement, a reference to a statute or statutory provision includes a reference to:

a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

b) any subordinate legislation made under that statute or statutory provision.

1.3 The Clause headings do not affect the interpretation of the Agreement.

2. AGREEMENT & TERM

2.1 The advertising of the Platform and the Services on the Provider's website constitutes an "invitation to treat"; and the Customer's order for the Platform and the Services constitutes a contractual offer. No contract will come into force between the Provider and the Customer unless and until the Provider accepts the Customer's order in accordance with the procedure detailed in this Clause 2.

2.2 In order to enter into the Agreement, the Customer must undertake either of the two following processes:

a) Ordering Online for a Paid Plan

i) The Customer must select the Platform’s plan from the Order page of the Sprint Campus website;

ii) the Customer must then create an account by filling in the form with their login details and their credit or debit card payment details and also tick the confirmation of agreement to the terms of service and acceptable use policy checkbox;

iii) the Customer will then be able to submit its order by clicking on the Pay Now button.

b) Ordering Online for a Free Trial (if available)

i) The Customer must fill out the Free Trial form on the Sprint Campus website;

ii) the Customer will then be able to submit its order by clicking on the Create Free Trial button.

c) Ordering Offline

i) The Customer must indicate which of the Platform plans they require either verbally or in writing to the Provider;

ii) the Customer will be sent a contract to sign and return to the Provider (at which point the Agreement will come into force);

iii) then after payment has cleared, the Provider will send to the Customer an initial acknowledgement and login details.

2.3 Once in force, the Agreement will continue in force until the Customer does not renew at the end of a 12 month period, upon which it will terminate automatically unless terminated in accordance with Clause 13.

3. THE PLATFORM

3.1 If the customer has ordered offline, the Provider will make available the Platform to the Customer by setting up an account for the Customer on the Platform, and providing to the Customer login details for that account as soon as practicable after payment has been received. Or if the Customer has ordered online the Platform will automatically generate an account for the Customer promptly following the Effective Date, enabling the Customer to access the Platform.

3.2 Subject to the limitations set out in Clause 3.3 and the prohibitions set out in Clause 3.4, the Provider hereby grants to the Customer a non-exclusive licence to use the Platform for the Permitted Purpose via any standard web browser in accordance with the Documentation during the Term.

3.3 The licence granted by the Provider to the Customer under Clause 3.2 is subject to the following limitations:

a) the Platform must not be used at any point in time by more than the number of concurrent users specified in the Statement of Services, providing that the Customer may add or remove concurrent user licences in accordance with the procedure set out therein;

b) the Platform may only be used by the employees, agents and sub-contractors of the Customer and:

i) where the Customer is a company, the Customer's officers;

ii) where the Customer is a partnership, the Customer's partners; and

iii) where the Customer is a limited liability partnership, the Customer's members;

c) the Customer must comply at all times with the terms of the Acceptable Use Policy supplied with the Platform / set out here: https://www.sprint-education.co.uk/legal/campus-acceptable-use-policy, and must ensure that all users of the Platform agree to and comply with the terms of that Acceptable Use Policy;

d) the Customer must comply at all times with the terms of the Education Data Use Policy supplied with the Platform / set out here: https://www.sprint-education.co.uk/legal/education-data-use-policy and must ensure that all users of the Platform agree to and comply with the terms of that Education Data Use Policy.

3.4 Except to the extent mandated by applicable law or expressly permitted in the Agreement, the licence granted by the Provider to the Customer under this Clause 3 is subject to the following prohibitions:

a) the Customer must not sub-license its right to access and use the Platform or allow any unauthorised person to access or use the Platform;

b) the Customer must not frame or otherwise re-publish or re-distribute the Platform;

c) the Customer must not alter or adapt or edit the Platform save as expressly permitted by the Documentation.

3.5 For the avoidance of doubt, the Customer has no right to access the object code or source code of the Platform, either during or after the Term.

3.6 All Intellectual Property Rights in the Platform shall, as between the parties, be the exclusive property of the Provider.

3.7 The Customer shall ensure that no unauthorised person will or could access the Platform using the Customer's account.

3.8 The Customer must not use the Platform in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform, or any of the areas of, or services on, the Platform.

3.9 The Customer must not use the Platform:

a) in any way that is unlawful, illegal, fraudulent or harmful; or

b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

4. SUPPORT SERVICES & UPGRADES

4.1 During the Term the Provider will provide the Support Services to the Customer, and may apply Upgrades to the Platform, in accordance with the Statement of Services.

4.2 The Provider may sub-contract the provision of any of the Support Services without obtaining the consent of the Customer.

5. CUSTOMER MATERIALS

5.1 The Customer grants to the Provider a non-exclusive licence to store, copy and otherwise use the Customer Materials on the Platform for the purposes of operating the Platform, providing the Services, fulfilling its other obligations under the Agreement, and exercising its rights under the Agreement.

5.2 Subject to Clause 5.1, all Intellectual Property Rights in the Customer Materials will remain, as between the parties, the property of the Customer.

5.3 The Customer warrants and represents to the Provider that the Customer Materials, and their use by the Provider in accordance with the terms of the Agreement, will not:

a) breach any laws, statutes, regulations or legally-binding codes;

b) infringe any person's Intellectual Property Rights or other legal rights; or

c) give rise to any cause of action against the Provider or the Customer or any third party,

in each case in any jurisdiction and under any applicable law.

5.4 Where the Provider reasonably suspects that there has been a breach by the Customer of the provisions of this Clause 5, the Provider may:

a) delete or amend the relevant Customer Materials; and/or

b) suspend any or all of the Services and/or the Customer’s access to the Platform while it investigates the matter.

5.5 Any breach by the Customer of this Clause 5 will be deemed to be a material breach of the Agreement for the purposes of Clause 13.

6. TRIAL PERIOD (IF AVAILABLE)

The Customer may, prior to ordering a paid plan, undertake a trial of the Platform. The length of which is mentioned on the Sprint Campus website, during which all of the provisions of this Agreement shall apply, save as follows:

a) the Customer shall have no obligation to pay the Charges in respect of the trial period;

b) either party may terminate the Agreement immediately by giving written notice to the other party at any time before the end of the trial period (in which case no liability to pay any Charges in respect of Platform access or Support Services will arise).

7. CHARGES

The Services are billed in advance on a yearly basis. The Provider will not provide refunds or credits in the case of cancellations, downgrades, or when there are unused portions of the Services on an open account. For any Services upgrade, the Customer’s credit/debit card will automatically be charged the new rate for the next billing cycle (i.e., the next month or year).

7.1 Credit/Debit Card

In order to set up an account online with the Provider, the Customer must provide the Provider with accurate and complete billing information including legal name, address, telephone number, and a valid credit/debit card. By submitting such credit/debit card information, the Customer gives the Provider permission to charge all fees incurred through its account to the designated credit/debit card.

7.2 BACS/Cheque

The Provider will issue invoices annually for the Charges to the Customer in accordance with the provisions of Schedule 2.

7.3 The Customer will pay the Charges to the Provider within 14 days of the date of of an invoice issued in accordance with Clause 7.2.

7.4 All Charges stated in or in relation to the Agreement are stated exclusive of VAT, unless the context requires otherwise. VAT will be payable by the Customer to the Provider in addition to the principal amounts.

7.5 Charges must be paid by bank transfer or by cheque (using such payment details as are notified by the Provider to the Customer from time to time).

7.6 If the Customer does not pay any amount properly due to the Provider under or in connection with the Agreement, the Provider may charge the Customer interest on the overdue amount at the rate of either 3% per month or £25 per week, whichever is the greater, for each week or part of a week from the date of invoice until the date payment is received.

7.7 The Provider may vary the Charges by giving to the Customer not less than 90 days' written notice of the variation.

7.8 The Provider may suspend access to the Platform and the provision of the Services if any amounts due to be paid by the Customer to the Provider under the Agreement are overdue by more than 14 days.

8. WARRANTIES

8.1 The Customer warrants and represents to the Provider that it has the legal right and authority to enter into and perform its obligations under the Agreement.

8.2 The Provider warrants and represents to the Customer:

a) that it has the legal right and authority to enter into and perform its obligations under the Agreement;

b) that it will perform its obligations under the Agreement with reasonable care and skill;

c) that the Platform will perform in accordance with the Documentation (subject to any Upgrades);

d) that the Platform will be hosted in accordance with the requirements set out in the Statement of Services;

e) the Platform (excluding for the avoidance of doubt the Customer Materials) will not infringe any person's Intellectual Property Rights in any jurisdiction and under any applicable law;

8.3 The Customer acknowledges that:

a) complex software is never wholly free from defects, errors and bugs, and the Provider gives no warranty or representation that the Platform will be wholly free from such defects, errors and bugs;

b) the Provider may, at times, need to take the Platform offline to perform planned and scheduled maintenance.

c) there is no guarantee by the Provider of zero unplanned downtime of the Platform.

d) the Provider does not warrant or represent that the Platform will be compatible with any application, program or software not specifically identified as compatible in the Statement of Services; and

e) the Provider will not and does not purport to provide any legal, taxation or accountancy advice under the Agreement or in relation to the Platform and (except to the extent expressly provided otherwise) the Provider does not warrant or represent that the Platform will not give rise to any civil or criminal legal liability on the part of the Customer or any other person.

8.4 All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement.

9. INDEMNITIES

9.1 The Customer will indemnify and will keep indemnified the Provider against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid upon legal advice in settlement of any disputes) suffered or incurred by the Provider and arising as a result of any breach by the Customer of Clause 5.3.

10. LIMITATIONS & EXCLUSIONS OF LIABILITY

10.1 Nothing in the Agreement will:

a) limit or exclude the liability of a party for death or personal injury resulting from negligence;

b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;

c) limit any liability of a party in any way that is not permitted under applicable law; or

d) exclude any liability of a party that may not be excluded under applicable law.

10.2 The limitations and exclusions of liability set out in this Clause 10 and elsewhere in the Agreement:

a) are subject to Clause 10.1;

b) govern all liabilities arising under the Agreement or any collateral contract or in relation to the subject matter of the Agreement or any collateral contract, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty; and

c) will not limit or exclude the liability of the parties under the express indemnities set out in the Agreement.

10.3 The Provider will not be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings.

10.4 The Provider will not be liable for any loss of business, contracts or commercial opportunities.

10.5 The Provide will not be liable for any loss of or damage to goodwill or reputation.

10.6 The Provider will not be liable in respect of any loss or corruption of any data, database or software.

10.7 The Provider will not be liable in respect of any special, indirect or consequential loss or damage.

10.8 The Provider will not be liable for any losses arising out of a Force Majeure Event.

10.9 The Provider's liability in relation to any event or series of related events will not exceed the total amount paid and payable by the Customer to the Provider under the Agreement during the 1 month period immediately preceding the event or events giving rise to the claim.

10.10 The Provider's aggregate liability under the Agreement and any collateral contracts will not exceed the total amount paid and payable by the Customer to the Provider under the Agreement.

11. DATA PROTECTION

The waiver or forbearance of failure of either party in insisting in any one or more instances on the performance of any provisions of a Contract shall not be construed as a waiver or relinquishment of that party's rights in respect of any continued default of any future non-performance of that or any other provision.

12. CONFIDENTIALITY

12.1 The Provider will:

a) keep confidential and not disclose the Customer Confidential Information to any person save as expressly permitted by this Clause 12;

b) protect the Customer Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care; and

12.2 Customer Confidential Information may be disclosed by the Provider to its officers, employees, agents, insurers and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Customer Confidential Information disclosed.

12.3 The obligations set out in this Clause 12 shall not apply to:

a) Customer Confidential Information that is publicly known (other than through a breach of an obligation of confidence);

b) Customer Confidential Information that is in possession of the Provider prior to disclosure by the Customer;

c) Customer Confidential Information that is received by the Provider from an independent third party who has a right to disclose the relevant Confidential Information; or

d) Customer Confidential Information that is required to be disclosed by law, or by a governmental authority, stock exchange or regulatory body.

13. TERMINATION

13.1 Either party may terminate the Agreement immediately by giving written notice to the other party if the other party:

a) commits any breach of any term of the Agreement, and:

i) the breach is not remediable; or

ii) the breach is remediable, but the other party fails to remedy the breach within 7 days of receipt of a written notice requiring it to do so; or

b) persistently breaches the terms of the Agreement (irrespective of whether such breaches collectively constitute a material breach).

13.2 Either party may terminate the Agreement immediately by giving written notice to the other party if:

a) the other party:

i) is dissolved;

ii) ceases to conduct all (or substantially all) of its business;

iii) is or becomes unable to pay its debts as they fall due;

iv) is or becomes insolvent or is declared insolvent; or

v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement); or

d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

13.3 The Customer may terminate the Agreement by giving at least 60 days' written notice of termination to the Provider, expiring at any time after the end of the Minimum Term.

13.4 If the Provider stops or makes a good faith decision to stop operating the Platform generally, then the Provider may terminate the Agreement by giving at least 3 days written notice of termination to the Customer.

13.5 The Provider may terminate the Agreement immediately by giving written notice of termination to the Customer where the Customer fails to pay to the Provider any amount due to be paid under the Agreement by the due date.

14. EFFECTS OF TERMINATION

14.1 Upon termination of the Agreement, all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 7.6, 9, 10, 12, 14 and 17.

14.2 Termination of the Agreement will not affect either party's accrued liabilities and rights as at the date of termination.

14.3 Subject to Clause 14.4, within 30 days following the termination of the Agreement, the Provider will:

a) irrevocably delete from the Platform all Customer Confidential Information;

14.4 The Provider may retain any document (including any electronic document) containing the Customer Confidential Information after the termination of the Agreement if:

a) the Provider is obliged to retain such document by any law or regulation or other rule enforceable against the Provider; or

b) the document in question is a letter, fax, email, order confirmation, invoice, receipt or similar document addressed to the Provider.

14.5 Following the termination of the Agreement, the Customer will ensure all data from the Contact & Organisations Module (excluding Notifications Live Feed data which is not exportable), Quotes Module, and Money Module is exported before the termination date.

15. NOTICES

15.1 Any notice given under the Agreement must be in writing (whether or not described as "written notice" in the Agreement) and must be delivered personally, sent by recorded signed-for post, or sent by email, for the attention of the relevant person, and to the relevant address or fax number or email address given below (or as notified by one party to the other in accordance with this Clause).

The Provider: Sprint Campus, Sprint Media Limited, B1 The Courtyard, Tewkesbury Business Park, Tewkesbury, GL20 8GD, United Kingdom. info@sprint-education.co.uk.

The Customer: The addressee, address and email set out in the Statement of Services.

15.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):

a) where the notice is delivered personally, at the time of delivery;

b) where the notice is sent by post, 48 hours after posting; and

c) where the notice is sent by email, at the time of the transmission (providing the sending party retains written evidence of the transmission).

16. FORCE MAJEURE EVENT

16.1 Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under the Agreement (other than obligations to make payment), those obligations will be suspended for the duration of the Force Majeure Event.

16.2 A party who becomes aware of a Force Majeure Event which gives rise to any failure or delay in performing its obligations under the Agreement, will:

a) forthwith notify the other; and

b) will inform the other of the period for which it is estimated that such failure or delay will continue.

16.3 The affected party will take reasonable steps to mitigate the effects of the Force Majeure Event.

17. GENERAL

17.1 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.

17.2 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

17.3 The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

17.4 The Customer hereby agrees that the Provider may freely assign any or all of its contractual rights and/or obligations under the Agreement to any Affiliate of the assigning party or any successor to all or a substantial part of the business of the assigning party from time to time. Save as expressly provided in this Clause or elsewhere in the Agreement, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any contractual rights or obligations under the Agreement.

17.5 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.

17.6 Subject to Clause 10.1:

a) the Agreement, the Acceptable Use Policy and the Education Data Use Policy referred to in herein constitutes the entire agreement between the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter; and

b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.

17.7 The Agreement will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.

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