Terms And Conditions - EDU - Student Information Management Systems
The following definitions and rules of interpretation in this clause apply to this Agreement:
Us: Refers to Borna Group Limited, Company incorporated and registered under the laws of Uniited Kingdom, offering bellow services.
You - Client: The Institution registering to use our services. A company with registration number and address also referred to as Client.
Contract: The contract between Borna Group Limited (Us) and the Institution Customer (You) for the supply of services in accordance with these conditions.
Authorised Users: Authorised family members and employees of an institution, who are able to make use of the Services and the Documentation for that establishment.
Business Day: Any weekday other than United Kingdom public holidays.
Confidential Information: Information, which is subject to confidentiality and is clearly labeled/identified accordingly (clause 6.4)
Conditions: These terms and conditions of business are subject to change due as and when required.
Documentation: Any services, tutorials and communications provided to you by us regarding the system.
Effective Date: The relevant anniversary of the data, which is the time when We initially provide the Services to You or renew it.
Trial Period:This is the Trial period granted by Us for You to use this software suite free of charge for the specified number of Users.
Family Group: Consists of parents, carers and grandparents of a child registered to attend Your establishment.
Renewal: In order to ensure continuity to of the Services beyond the expiry of the Subscription Term you must re-subscribe for a further licence for the Services, which would be subject to updated Terms and Conditions. These will be available on our website.
Virus: Anything, service or device including: any software code, file, programme which may; prevent, impair or otherwise negatively impact the operation of any computer software, hardware or service, any telecommunications, network, equipment or network; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the functionality of any program or information (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or negatively impact the user experience,
Subscription Fees: Fees due in payment to us by You, which are subject to change depending on the services You use. These fees are subject to an annual rise.
Subscription Term: The period of 1, 6 or 12 months from the Effective Date.
User Subscriptions: The user subscriptions purchased by the institution, You, which entitles Authorised Users to access and use the Services and the Documentation in accordance with our Conditions. Our online instructions will enable you to pay the Subscription Fees to Us if applicable.
Support Services Policy: The policy regarding the support We provide you for while using Our services for the duration of Your subscription.
Services: Student Information Management systems provided to you by us.
Software: The online management system provided for You by us.
Intellectual Property Rights: All copyright, database rights, topography rights, design rights, trademarks,
trade names, utility models, patents, domain names and any other intellectual property rights of a similar
nature (whether or not registered) subsisting anywhere in the world in or associated with our services.
- 1.1 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of these Conditions.
- 1.2 Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Conditions. A party's Confidential Information shall not be deemed to include information that:
- Is independently developed by the receiving party, which independent development can be shown by written evidence; or
- Is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
- Is or becomes publicly known other than through any act or omission of the receiving party;
- Was in the other party's lawful possession before the disclosure;
- Is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
- 1.3 You hereby accept that features of the Services, and the outcomes of any performance tests of the Services, form Our Confidential Information.
- 1.4 We acknowledge that Your Data is Your Confidential Information.
- 1.5 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these Conditions.
- 1.6 Any loss, destruction, alteration or disclosure of Confidential Information caused by any third party will not be the responsibility of either party.
2. USER SUBSCRIPTIONS
- 2.1 The subscription fee is determined by the number of children on your register, where one User Subscription corresponds to one child.
This contract Subject to You purchasing the User Subscriptions in accordance with the terms and conditions set out by this contract, We hereby grant to You a non-exclusive, non-transferable right to allow the Authorised Users to facilitate the Services and the Documentation during the Subscription Term exclusively for the purpose of Your business.
- 2.2 We reserve the right, without liability or prejudice to its other rights to You, to disable or suspend You(or any other Authorised User’s access to the Services if any of the provisions of this clause are breached through
- The depiction of sexually explicit images;
- The utilization of illegal activity;
- Posting unlawful, ethnically offensive threatening, defamatory, obscene, infringing, harassing or racially or harmful material;
- Encouraging unlawful violence;
- Promoting online behaviour which is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
- In a manner that is otherwise illegal or causes damage or injury to any person or property;
- 2.3 You accept that:
- You are a member of the Student Information Management System for the duration of your subscription or Trial;
- The number of User Subscriptions You have purchased from time to time determines the maximum number of Authorised users which shall at no time exceed the number of subscription users;
- It is the responsibility of the Authorised Users to ensure the necessary measures to protect and secure the password used to access the Services including, but not restricted to, occasional password changes. This can be performed by you or your authorised personel through the Software panel.
- 2.4 You are prohibited from:
- Duplicating, adapting, forging, republishing, downloading, displaying, transmitting, or distributing any portion of the Software and/or Documentation (as applicable) no matter how minimal, in any form or media or by any means; or
- attempt to disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
- Except as may be permitted by any applicable law which is incapable of exclusion by agreement between the parties:
- Utilize entirety or sections of the Services and Documentation in order to construct a product or service which competes with the Services and/or the Documentation; or
- Provide a service to a third party using Our Services and/or Documentation ; or
- Make the Services and/or Documentation available to any third party except the Authorised Users through commercial exploitation by licensing, selling, renting, leasing, transferring, assigning, distributing, displaying or disclosing;
- 2.5 It is your responsibility to prevent and inform Us of any unauthorised access to, or use of, the Services and/or the Documentation.
- 2.6 The rights provided under this clause 2 are exclusively granted to You and no other.
3. ADDITIONAL USER SUBSCRIPTIONS
- 3.1 During your subscription it is possible to purchase additional User Subscriptions in addition to those specified on the Effective Date and these shall be granted access to the Services and the Documentation in line with the provisions of these Conditions.
4. CHARGES AND PAYMENT
Services will cease with effect from the expiry of the Subscription Term and We may, without liability to You, disable Your password, account and access to all or part of the Services and We shall no longer be under any obligation to provide any or all of the Services if We have not received payment prior to the expiry of any Subscription Term All amounts and fees stated or referred to in these Conditions:
- Shall be payable in pounds sterling;
- Are exclusive of value added tax, which shall be added to the Subscription Fee(s) at the appropriate rate.
5. DATA AND GDPR
- 5.1 You have exclusive ownership rights and responsibility for the legality, reliability, integrity, accuracy and quality of Your Data and it is your duty to ensure GDPR compliance.
- We do not have access to your data and You as the admin (owner) can create and grant access to your Authorised Users and Staff by creating user/passwords credentials.
- After Your Authorised Users have logged into the software suite, they can only view and manipulate the data for the childreen that they have been authorised (usually their own childreen or ones who they are guardians to). The software suite will only show information to the users that they are authorised to see.
- While using the software suite, when reports are generated, these reports are all password protected and only by viewed if the password is known, also users can not print nor modify or copy.
- 5.2 We will endeavour to restore the lost or damaged data from the latest back-up of Your Data maintained by Us in accordance with the archiving procedure described in our Security and GDPR Policy should you suffer a loss or a damage to your data. The accountability for any loss, destruction, alteration or disclosure of Your Data caused by any third party is yours.
- 5.3 Compliance with our GDPR and Security Policy in dealing with your data will at all times be in place.
- 5.4 You shall at all times comply with our GDPR and Security Policy.
- 5.5 In accordance with our GDPR and Security Policy You shall be the data controller and We shall be a data processor and in any such case:
- You agree that the personal data may be transferred or stored outside the country where You and the Authorised Users are located in order to carry out the Services and Our other obligations under these Conditions;
- You shall ensure that You are entitled to transfer the relevant personal data to Us so that We may lawfully use, process and transfer the personal data in accordance with these Conditions 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 GDPR guidelines;
- We shall process the personal data only in accordance with the terms of these Conditions and any lawful instructions reasonably given by You from time to time; and
- 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.
- 6.1 The information inputted by You, Authorised Users (Login credentials created by you for them), or Us (if needed you must create login credentials for Us) on Your behalf for the purpose of enabling you to using the Services or facilitating your use of the Services.
- 6.2 Clause, schedule and paragraph headings shall not affect the interpretation of these Conditions.
- 6.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
- 6.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
- 6.5 Words in the singular shall include the plural and vice versa.
- 6.6 A reference to one gender shall include a reference to the other genders.
- 6.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
- 6.8 A reference to writing or written includes faxes but not e-mail.
- 6.9 References to clauses and schedules are to the clauses and schedules of these Conditions; references to paragraphs are to paragraphs of the relevant schedule to these Conditions.
7. YOUR OBLIGATIONS
- Provide Us with:
all necessary co-operation in relation to these Conditions; and all necessary access to such information as may be required by Us; in order to provide the Services, including but not limited to Your Data, security access information and configuration services;
- Comply with all applicable laws and regulations with respect to Your activities under these Conditions and/or pursuant to the use of the Services;
- Carry out all Your other responsibilities set out in these Conditions in a timely and efficient manner. In the event of any delays in Your provision of such assistance as agreed by the parties, We may adjust any agreed timetable or delivery schedule as reasonably necessary;
- Ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of these Conditions and shall be responsible for any Authorised User’s breach of these Conditions;
- Obtain and shall maintain all necessary licences, consents, and permissions necessary for Us, Our contractors and agents to perform their obligations under these Conditions, including without limitation the Services;
- Ensure that its network and systems comply with the relevant specifications provided by Us from time to time; and
- Be solely responsible for procuring and maintaining its network connections and telecommunications links from its 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.
- 8.1 It is Our obligation to ensure that Services will be performed efficiently in accordance with the Documentation and with a high level of skill and care.
- 8.2 These Conditions shall not impose limitations on Us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Conditions.
- 8.3 We have and will maintain all necessary licences, consents, and permissions necessary for the performance of Our obligations under these Conditions.
- 8.4 If the Services do not follow the preceding agreement undertaking, We will, use all reasonable commercial endeavours to correct any such non-conformance efficiently, or provide You with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Your sole and exclusive remedy for any breach of the undertaking set out in clause 8.1. Notwithstanding the foregoing, We:
a) do not promise that Your use of the Services will be uninterrupted or error- free; or that the Services, Documentation and/or the information obtained by You through the Services will meet Your requirements; and
b) are not responsible for any delays, delivery failures, or any other loss or damage due to the transfer of data over communications networks and facilities, including the internet, and You accept that the Services and Documentation may be subject to limitations, delays and other problems innate to the use of such communications facilities.
- 9.1 In accordance with our terms and conditions provide the Services and make available the Documentation to You for the duration of your subscription.
- 9.2 To the best of our ability Our Services will be available 24 hours a day, seven days a week, except for:
- Planned or anticipated maintenance where You shall be given 24 hours prior notice of the possible inaccessibility of the Services; Maintenance Date and Time will be shown when logging in to the software suite.
- Unplanned maintenance due to unexpected issues/circumstances when We will endeavour to resolve the issue.
10. PROPRIETARY RIGHTS
- 10.1 You acknowledge and agree that We own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, these Conditions do not grant You any rights to, or in, patents, copyrights, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
- 10.2 We confirm that We have all the rights in relation to the Services and the Documentation that are necessary to grant all the rights We purport to grant under, and in accordance with, the terms of these Conditions.
11.THIRD PARTY PROVIDERS
12. TERM AND TERMINATION
- 12.1 These Conditions shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Subscription Term.
- 12.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if:
- The other party commits a material breach of any of the terms of these Conditions and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
- An order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or
- An order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder ; or
- A receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
- The other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
- The other party ceases, or threatens to cease, to trade; or
- The other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
- 12.3 On termination of these Conditions for any reason:
- All licences granted under these Conditions shall immediately terminate;
- Each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
- We may destroy or otherwise dispose of any of Your Data in its possession unless We receive, no later than ten days after the effective date of the termination of these Conditions, a written request for the delivery to You of the then most recent back-up of Your Data. We shall use reasonable commercial endeavours to deliver the back-up to You within 30 days of its receipt of such a written request, provided that You have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by Us in returning or disposing of Your Data; and
- The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
- 13.1 You shall defend, indemnify and hold Us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Your use of the Services and/or Documentation, provided that:
- You are given prompt notice of any such claim;
- We provide reasonable co-operation to You in the defence and settlement of such claim, at Your expense; and
- You are given sole authority to defend or settle the claim.
- 13.2 We shall defend You, Your officers, directors and employees against any claim that the Services or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify You for any amounts awarded against You in judgment or settlement of such claims, provided that:
- We are given prompt notice of any such claim;
- You provide reasonable co-operation to Us in the defence and settlement of such claim, at Our expense; and
- We are given sole authority to defend or settle the claim.
- 13.3 In the defence or settlement of any claim, We may procure the right for You to continue using the Services, replace or modify the Services so that they become non- infringing or, if such remedies are not reasonably available, terminate these
Conditions on 2 Business Days’ notice to You without any additional liability or obligation to pay liquidated damages or other additional costs to You.
- 13.4 In no event shall We, Our employees, agents and sub-contractors be liable to You to the extent that the alleged infringement is based on:
- A modification of the Services or Documentation by anyone other than Us; or
- Your use of the Services or Documentation in a manner contrary to the instructions given to You by Us; or
- Your use of the Services or Documentation after notice of the alleged or actual infringement from Us or any appropriate authority.
- 13.5 The foregoing and clause 13.4(b) states Your sole and exclusive rights and remedies, and Our (including Our employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
14. LIMITATION OF LIABILITY
- 14.1 This clause 14 sets out Our entire financial liability (including any liability for the acts or omissions of Our employees, agents and sub-contractors) to You:
- In respect of any use made by You of the Services and Documentation or any part of them; and
- In respect of any representation, statement or omission (including negligence) arising under or in connection with these Conditions.
- Arising under or in connection with these Conditions;
- 14.2 Except as expressly and specifically provided in these Conditions:
- You assume sole responsibility for results obtained from the use of the Services and the Documentation by You, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Us by You in connection with the Services, or any actions taken by Us at Your direction;
- 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 these Conditions; and
- The Services and the Documentation are provided to You on an "as is" basis.
- 14.3 Nothing in these Conditions excludes Our liability:
- For fraud or fraudulent misrepresentation ; or
- For death or personal injury caused by Our negligence.
- 14.4 Subject to clause 14.2 and clause 14.3:
- 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 these Conditions;
- Our total aggregate liability in contract (including in respect of the indemnity at clause 14.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Conditions shall be limited to the Subscription Fee paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
- 15.1 A waiver of any right under these Conditions is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
- 15.2 Unless specifically provided otherwise, rights arising under these Conditions are cumulative and do not exclude rights provided by law.
16. FORCE MAJEURE
We shall have no liability to You under these Conditions if it is prevented from or delayed in performing its obligations under these Conditions, 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 the Our workforce or that of 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.
- 17.1 If any provision (or part of a provision) of these Conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
- 17.2 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.
- 18.1 Any notice required to be given under these Conditions shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in these Conditions, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in these Conditions, or sent by email to firstname.lastname@example.org followed by the written letter to the office.
- 18.2 A notice delivered by hand ,shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post ,shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax ,shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
- 19.1 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 these Conditions.
- 19.2 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 these Conditions.
20. ENTIRE AGREEMENT
- 20.1 These Conditions, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
- 20.2 Each of the parties acknowledges and agrees that in entering into these Conditions it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these Conditions or not) relating to the subject matter of these Conditions, other than as expressly set out in these Conditions.
21. THIRD PARTY RIGHTS
These Conditions do not confer any rights on any person or party (other than the parties to these Conditions and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
22. NO PARTNERSHIP OR AGENCY
Nothing in these Conditions 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).
23. GOVERNING LAW AND JURISDICTION
- 23.1 These Conditions and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
- 23.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Conditions or its subject matter or formation (including non-contractual disputes or claims).
Borna Group Ltd has taken extensive steps to ensure that our business is GDPR compliant. All Policy for edu.simsb.com is administered by Borna Group Limited and after viewing them; if you have any questions you can contact our Data Protection Officer:ICO@bornagroup.co.uk
As Our company is aware that organisations who process personal data of people in the EU need to be compliant with General Data
Protection Regulations (GDPR) - hence we are committed to ensuring our business is GDPR-compliant. Data privacy is an important human right,
and in this data-driven world, more than ever, data protection is something that all companies should be paying close attention to. As well as ensuring GDPR compliance,
Borna Group Ltd already has in place extensive data security measures that meet industry standards. You can view our Privacy and GDPR policy online.
Borna Group Limited: edu.simsb.com.