Terms and Conditions

TERMS OF SERVICE – SOFTWARE ONLY

These are our Terms of Service, where we explain what services we provide to our software only customers and how we will do it, and what you need to do to make our agreement work.

There are some words we use in this agreement that we have defined in Part 1A below so that you are clear what is and isn’t included in their meaning.

As an example, whenever we mention below “We” or “Us” or “Our” we mean TuitionSoft Limited, which is a limited company registered in England and Wales under company number and our registered office is at 1 Fernheath Way, Dartford, DA2 7PE. Similarly, whenever we mention “You” or “Your” we mean both you, as our customer and, where necessary, anyone you register on our Software as users of our services like your students or consultants (we call them Registered Users).

If you are using our services under our Free Trial process, these Terms of Service apply, with some variations set out below in Part 3:

PART 1

1. DEFINITIONS
2. OUR SERVICES
3. OUR FEES

PART 2

1. WHEN OUR AGREEMENT BEGINS
2. OUR GENERAL OBLIGATIONS
3. YOUR GENERAL OBLIGATIONS
4. YOUR USERNAME AND PASSWORD OBLIGATIONS
5. YOUR USE OF OUR KNOW-HOW
6. CHARGES AND PAYMENT
7. INTELLECTUAL PROPERTY
8. CONFIDENTIALITY
9. THE LIMITS TO OUR SERVICE AND TO OUR LIABILITY TO YOU
10. YOUR DATA PROTECTION RESPONSIBILITIES
11. OUR DATA PROTECTION RESPONSIBILITIES
12. MAKING CHANGES TO THIS AGREEMENT
13. ENDING THIS AGREEMENT
14. EVENTS OUTSIDE OUR CONTROL
15. OTHER GENERAL TERMS

PART 3

FREE TRIAL TERMS

1. STARTING YOUR FREE TRIAL
2. LENGTH OF YOUR FREE TRIAL
3. BECOMING A PAYING CUSTOMER
4. OTHER VARIATIONS TO PART 1 ABOVE
5. OTHER VARIATIONS TO PART 2 ABOVE

PART 1

1. DEFINITIONS

Agreement: our Agreement is contained in these Terms of Service, our most recent Proposal to you, if any, and any written variations agreed between us.

Confidential Information: confidential information described in Clauses 8.1 – 8.4 of Part 2 below.

Customer Website: Our website at sw.TuitionSoft.com through which You get access to our Platform

Data: all data inputted by You (and anyone authorised by You) on the TuitionSoft Platform and any other information and materials provided by You for use in conjunction with the Services, including student personal data, payroll information, reports and student contracts.

Fee Rates: details of how Our fees for the Services are calculated, which are set out on our public website, in any Proposal and in Part 1C below.

Free Trial: Access to the Services via the Free Trial features on our Software.

Tuitionsoft Platform: the medium through which We make the Know-how and Software available to You and Your Registered Users.

Intellectual Property: patents, copyright, trade marks, domain names, designs, database rights, confidential information (including know-how), and all other intellectual property rights, in each case whether registered registerable or not and including all applications and rights to apply for and be granted such rights and all similar or equivalent rights or forms of protection which exist in any part of the world.

Know-how: know-how provided by Us via the Customer Website or through the Software and the Tuitionsoft Platform.

Proposal: any proposal We send to You or you view on Our Public Website in relation to the Services.

Public Website: Our publicly available website at TuitionSoft.com

Registered Users: Your UK students whose details You have registered with Us together with any of Your consultants you decide to register with Us.

Services: the services to be provided by Us under this Agreement as set out in Part 1B below, including access to the Tuitionsoft Platform, the Software, and Our Know-how.

Software: the software provided by Us to You for use by You and Your Registered Users, which provides access to Your Data and includes various tools.

Standard Service Fee: the monthly fee You pay for the Standard Services and explained in Part 1C below.

Us, We or Our: TuitionSoft (“We”).

You or Your: the customer (including Free Trial customers) of TuitionSoft. Where the context so requires, You or Your includes Registered Users.

Any phrase introduced by the terms “including“, “include“, “in particular” or any similar expression are examples and are not meant to be exhaustive.

1. OUR SERVICES

Standard Services

(What You get for Your Standard Service Fee)

• We will make the Tuitionsoft Platform, including our Software and Know-how, available for Your use over the internet.
• We will supply advice in using Our TuitionSoft Platform and Software, based on what You have told Us about Your needs. You can contact Us for this advice by telephone or email during normal working hours for the UK.
• We aim that our Customer Service team will always speak to You within two working hours of Your request during normal business hours, and usually very much faster than that.
• Other documents You create can be uploaded and stored on Our Software.

1. OUR FEES

We have 2 types of fee to match the 2 different elements detailed in Part 1B above. All fees listed are exclusive of VAT.

1. STANDARD SERVICE FEE:

Your Standard Service Fee is the monthly fee You pay for the Standard Services. This is viewable in Your Settings tab on Our Software once You have signed up.

The way Your initial Standard Service Fee is calculated is set out:

• on Our Public Website at the time You sign up, or
• in any Proposal sent to You.

PART 2

1. WHEN OUR AGREEMENT BEGINS

1.1 For a legal agreement to start, there needs to be an offer made by You and an acceptance of that offer by Us.

1.2 Unless You are starting to use Our Services on a Free Trial (see below Part 3), Your offer is made by You confirming that You are happy with any Proposal We have sent You or that You view on Our Public Website. Your confirmation can be done by signing and returning a copy of Your Proposal by post or email, or by clicking to accept a Proposal on Our Public Website. The person confirming Your offer by any of these methods is deemed to have authority to enter into this Agreement on Your behalf.

1.3 We will accept Your offer and this Agreement will start when We send You login details to start using Our Software, unless You are migrating from Our Free Trial process (see below Part 3).

1. OUR GENERAL OBLIGATIONS

2.1 We agree to:

• provide the Services to You, in relation to Your Registered Users, using reasonable skill and care;
• conduct Our business with You in a professional manner and to best practice standards;
• give You and any Registered Users a non-exclusive and non-transferable licence to access and use the Software and to use the Know-how but only for use in Your business and subject to the other terms in this Agreement;
• issue each Registered User with a username to access and use the Software;
• make all reasonable efforts to ensure that the Services are provided continuously to You and that access to the Software and the Know-how are not interrupted by anything that We can control;
• notify You in advance if We need to arrange planned Software downtime, and, if We can, We will schedule this for outside normal UK office hours (which nearly always happens);
• make all reasonable efforts to ensure that the TuitionSoft Platform and the Software, are virus-free; and
• take good care of any Data You give Us, and Our detailed data protection obligations to You are set out below in Clause 11.

1. YOUR GENERAL OBLIGATIONS

3.1 You agree to:

• register any of Your UK students that you wish to have access to the Services on the Software as Registered Users;
• notify Us, using the Software, of any changes to the details of Your Registered Users;
• decide and monitor what access levels are to be granted by Us to the Software, the Tuitionsoft Platform, the Know-how and the Services for each Registered User and notify Us, using the Software, of any changes to these access levels;
• provide secure and dedicated email addresses for Us to contact all those of Your Registered Users that You wish to receive emails from the Software, which others in Your organisation cannot access, failing which Our liability for any loss or damage caused by anyone else accessing the information contained in any email correspondence will be excluded under Clause 9.8 below;
• configure your IT systems so that you can access and use the Software and Know-how via an up-to-date and working web browser; and
• have and use your own virus and malware protection software and keep it up to date.

3.2 You agree to, and will ensure that your Registered Users do:

• comply with this Agreement;
• follow our processes to verify Your or Your Registered User’s identity (which we will always explain);
• accept that our Customer Service staff may ask to verify Your identity or that of Your Registered User either via phone or email before We can provide Services to You; and
• comply with Your data protection responsibilities set out in Clause 10 below, understanding and accepting the importance of data protection obligations relating to the Data.

3.3 You agree NOT to, and will ensure that your Registered Users do NOT:

• provide Us with any Confidential Information in breach of any legal or professional duty or obligation (see Clause 8 below for more details);
• provide the details of any Know-how contained in Our Services, to any third party (including any student who is the subject of that Know-how) without first considering those details carefully, using Your own professional skills;
• use the Services or any part of them in such a way that Our commercial reputation is undermined;
• solicit or entice away from Us (or attempt to do so) anyone who is employed or engaged by Us to provide the Services and employ them directly (or attempt to do so); (This restriction applies from the date this Agreement starts until a date 6 months after the last date on which We supply the Services to You. The only exception to this restriction is if We give Our prior written consent. If You breach this restriction, You agree to pay Us, if We ask for it, the amount of one year’s basic salary or annual engagement fee of that person, together with any recruitment costs spent replacing that person.)
• store, distribute or transmit any material through the TuitionSoft Platform that:

1. • • is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive;
     • depicts sexually explicit images;
     • promotes unlawful violence,
     • promotes discrimination based on race, gender, colour, religious belief, sexual orientation or disability, or
     • helps or promotes any other illegal activities;

• copy, disclose, distribute, adapt, reverse engineer, decompile, disassemble, modify, or make error corrections to the TuitionSoft Platform (including the Software) in whole or in part; and
• make all or any part of the Know-how, the Software or the TuitionSoft Platform available to any third party, except as permitted under this Agreement or authorised by Us in writing.

1. YOUR USERNAME AND PASSWORD OBLIGATIONS

4.1 Each Registered User that You want to give access to the Software, will be issued with a username. You agree to require each of these Registered Users:

• to create a password;
• to keep that password and their username confidential at all times; and
• NOT to allow any other person to use their username and password.

4.2 You agree to notify Us promptly if You know or suspect that any person knows another’s username or password.

4.3 We have the right to disable any username or password, whether chosen by You or allocated by Us at any time if in Our reasonable opinion You have failed to comply with any of the provisions of this Agreement.

1. YOUR USE OF OUR KNOW-HOW

We want you to understand fully how you can use the Know-how we provide as part of the Services. Your use of Our Know-how is subject to the following conditions, where You recognise and accept that:

1. • • You may search, view, copy, customise and print out material containing Know-how for use ONLY in Your own organisation;
     • all Template Documents are templates only and that they have not been tailored for Your own organisation and therefore may not be entirely suitable for Your needs. It is therefore Your sole responsibility to ensure that the Template Documents are appropriate for Your use and, if not, to adapt them appropriately for Your own use;
     • due to the fast-changing pace of law it is not always possible to keep all Know-how up-to-date. However, We will make all reasonable efforts to ensure all the Know-how material is updated within 60 days of the law changes coming into effect;
     • the Know-how is not intended to constitute a definitive or complete statement of the law on any subject, nor is any part of it intended to constitute legal advice for any specific situation; and
     • the Software, the Tuitionsoft  Platform, and Our Know-how are based on law in England, Wales and Scotland.

1. CHARGES AND PAYMENT

6.1 Details of our Fee Rates are set out in Part 1C above.

6.2 Unless you are on a Free Trial, Your Standard Service Fee for any given month is calculated on the basis of the number of Your Registered Users at the time Our invoice for that month is raised.

6.3 We shall invoice You for the Standard Service Fee monthly in advance, with the first invoice being issued within 7 days of the start of this Agreement.

6.4 You will pay Us the Standard Service Fee on a monthly basis by Direct Debit or by using your credit or debit card. We shall request payment, via Your preferred payment method, shortly after raising each invoice.

6.5 All amounts payable by You under this Agreement are exclusive of VAT, which You agree to pay in addition to the payment of Our Fees and at the same time, provided You have received a valid VAT invoice from Us, and unless you provide us with written evidence in advance that you are exempt from VAT.

6.6 Time of payment is of the essence of this Agreement and therefore if You fail to pay Us on the due date we will have the following rights (and these are without prejudice to any other right or remedy We may have):

1. • • to require You to pay interest on the overdue amount at the rate of 5% per annum above Bank of England’s base rate from time to time. Such interest will accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment, and You will need to pay both the interest and the overdue amount in order for interest to stop accruing; and
     • to suspend all Services until payment has been made in full.

6.7 All amounts due under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6.8 From time to time We may need to increase Our Fee Rates. We will not do this for at least 12 months after the start of this Agreement and no more than once in any following 12 month period. We will give you at least 3 months’ written notice before any such increase takes effect.

6.9 You are entitled to end this Agreement without penalty if any proposed increase in the Fee Rates is not acceptable to You.

6.10 How any Payroll Software Fee is calculated can be found in the Payroll Software Terms of Service.

1. INTELLECTUAL PROPERTY

7.1 We (and our licensors) own all Intellectual Property in the Tuitionsoft  Platform, the Software, the Know-how, and the Services. You may only use this Intellectual Property under the terms of this Agreement, and no Intellectual Property rights are given to You by this Agreement unless specifically stated.

7.2 You own all Intellectual Property in the Data.

7.3 We will not indemnify You against losses, costs and expenses You may incur as a result of any claim that the use by You of the Software, Tuitionsoft  Platform, Know- how or Services infringes any third party Intellectual Property. However you must:

• notify Us within a reasonable time of any such claim being made;
• provide reasonable co-operation in the defence and settlement of the claim (at Our expense); and
• give Us sole authority to defend or settle the claim.

7.4 You agree that the indemnity in Clause 7.3:

• is Your only remedy in this situation; and
• represents our entire liability for infringement of third party Intellectual Property.

7.5 We shall have no liability if any alleged infringement is based on:

• a modification of the Tuitionsoft Platform, the Software, the Know-how or the Services by anyone other than Us;
• You using the Tuitionsoft Platform, the Software, the Know-how or the Services in a manner contrary to the instructions given to You by Us; or
• You using the Tuitionsoft Platform, the Software, the Know-how or the Services after notice of the alleged or actual infringement from Us or any other person.

1. CONFIDENTIALITY

8.1 We both agree that either of us may be given the other’s Confidential Information under this Agreement. This will happen when material is disclosed by either of us which is:

• labelled Confidential Information; or
• reasonably considered confidential because of its nature and the manner of disclosure.

8.2 Your Confidential Information includes the Data.

8.3 Our Confidential Information includes all aspects of the Services and the Fees.

8.4 Confidential Information does NOT include information that:

• is or becomes publicly known except if it is because of 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 that disclosure;
• is independently developed by the receiving party, and they can prove that with written evidence; or
• is required to be disclosed by law, by any court or regulatory or administrative body.

8.5 We both agree to hold the other’s Confidential Information in confidence.

8.6 We both agree NOT to:

• make the other’s Confidential Information available to any third party; or
• use the other’s Confidential Information for any purpose other than under this Agreement.

8.7 You agree that We may disclose Your Confidential Information to those of Our students and contractors who are involved in providing the Services, but only when necessary under this Agreement and provided that We will be responsible for ensuring they comply with Clause 8.11 below.

8.8 Either of us may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, as far as it is legally permitted to do so, one party gives the other party as much notice of the disclosure as possible.

8.9 We both reserve all our rights in our own Confidential Information. No rights or obligations in respect of the Confidential Information of either of us, other than those expressly stated in this Agreement, are granted to the other party, or are to be implied from this Agreement.

8.10 We shall keep confidential any information provided to Us by You for the purpose of Our answering queries. However, you agree We may publish any anonymised query and related answer in the same way as any other Know-how.

8.11 We will both ensure that all persons authorised by Us or You to process Data have committed themselves to keeping the Data and any other Confidential Information confidential.

1. THE LIMITS TO OUR SERVICE AND TO OUR LIABILITY TO YOU

The details of what we can do for you as part of our Services are set out in Part 1B above. We also need to be clear about what we can’t do and can’t be responsible for:

9.1 We don’t offer You any legal or Health and Safety advice.

9.2 Whenever We are of the view that You may need additional specialist legal,  or Health and Safety advice, we will tell You and We may provide You with details of providers who can assist You. Any such details are without any recommendation on Our part and You must rely upon Your own investigations.

9.3 We don’t provide Know-how in relation to students working overseas. Subject to these limitations, overseas students are welcome to use our Software features as Registered Users.

9.4 We shall NOT be liable to You, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:

• loss of profits;
• loss of sales or business;
• loss of agreements or contracts;
• loss of anticipated savings;
• loss of or damage to goodwill; or
• any indirect or consequential loss.

9.5 Our total aggregate liability to You, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to £10,000. Unless proceedings have already been commenced, our entire liability shall end within 12 months from the date of the matter giving rise to a claim.

9.6 In the event of any loss or damage to the Data, Your sole and exclusive remedy shall be that We make all reasonable efforts to restore the lost or damaged Data from the latest back-up of such Data.

9.7 We shall not be responsible for any loss, destruction, alteration or disclosure of the Data caused by any third party, except those third parties sub-contracted by Us to perform services related to the Data maintenance, cyber security and back-up of the TuitionSoft Platform or the Software and subject to our processor obligations set out in Clause 11 below.

9.8 We shall not be responsible for any loss or damage caused because of anyone in Your organisation gaining access to emails containing Know-how, or other confidential information, sent by us to a Registered User, where the Registered User has given us a non-secure, non-dedicated email address to use, which others can access.

9.9 If Our performance of Our obligations under this Agreement is prevented or delayed by any act or omission by You, Your agents, sub-contractors, consultants or students, We shall not be liable for any costs, charges or losses sustained or incurred by You that arise directly or indirectly from that act or omission.

9.10 We rely on You giving Us correct information and We will not be liable to You for any loss You suffer as a result of such information being incorrect.

9.11 We agree that nothing in this Agreement limits or excludes Our liability for:

• death or personal injury caused by Our negligence or the negligence of Our contractors;
• fraud or fraudulent misrepresentation committed by Us or by Our contractors; or
• any matter for which it would be unlawful for Us to exclude liability.

9.12 We both agree that all implied warranties and conditions are excluded to the maximum extent permitted by law.

1. YOUR DATA PROTECTION RESPONSIBILITIES

10.1 When entering anyone’s personal Data onto the TuitionSoft Platform or sharing that personal Data with our Customer Service staff, or otherwise, You agree that:

• You comply with all applicable data protection laws and regulations including the EU General Data Protection Regulation and the Data Protection Act 2018 (GDPR and DPA 2018);
• We can process Your and Your Registered Users’ personal Data in connection with the Services;
• You have authority from Registered Users to disclose personal Data to Us and to allow Us to process it using Our systems;
• You give Us consent to access, amend and delete such personal Data solely for the purposes of enabling us to provide the Services;
• You give Us consent to carry out deletion of personal Data in accordance with the retention periods set out in Your Data Retention Policy (and such consent may be withdrawn by You in writing at any time);
• We are reliant on You for direction as to the extent to which We are entitled to use the personal Data; and
• You will notify Your Registered Users of the existence of Cookies used in Our TuitionSoft Platform and Your and their rights in relation to them as set out in Our Privacy Policy.

10.2 You shall, at all times during and after the Term, indemnify Us and keep Us indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by Us arising from our access and use of the personal Data, save where we are in breach of Our own obligations as a processor. Nothing in this Agreement relieves Us of Our processor obligations and Our direct responsibility and liability under GDPR and DPA 2018.

1. OUR DATA PROTECTION RESPONSIBILITIES

11.1 We agree to:

• process any personal Data in compliance with all applicable laws and regulations relating to the processing of personal data and privacy including GDPR and DPA 2018;
• take appropriate technical and organisational measures (having regard to the state of technological development and the cost of implementing any such measures) against the unauthorised or unlawful processing of personal Data and against the accidental loss or destruction of, or damage to, such personal Data to ensure a level of security appropriate to:

1. • • the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
     • the nature of the data to be protected;

• take reasonable steps to ensure compliance with those technical and organisational measures, so that Our processing meets the requirements of GDPR and DPA 2018 and ensures the protection of data subjects;
• use Our reasonable endeavours to ensure that the Data is properly backed-up as set out in clause 11.2 below;
• only use the sub-processors notified to You by Us from time to time;
• ensure that all sub-processors comply with the processor obligations of GDPR and DPA 2018, in particular providing sufficient guarantees to implement appropriate technical and organisational measures;
• inform you of any intended changes to add or replace any sub-processors and give you the opportunity to object to such changes under Clause 12 below;
• assist You, by appropriate technical and organisational measures, insofar as this is possible, to fulfil Your obligations as a controller to respond to requests by individuals who are exercising their data subject rights, including Subject Access Requests and Your obligations relating to meeting the security requirements of GDPR and DPA 2018, the notification of data breaches, and Data Processing Impact Assessments; and
• make available to You all information reasonably necessary to demonstrate compliance with Our obligations as processor under GDPR and DPA 2018, allowing for and contributing to audits, including inspections, conducted by You or another auditor mandated by You, subject to Clause 11.3 below.

11.2 Our backup of Data will include at least a daily backup. The backup will be stored in two separate physical locations from the primary servers storing the Data, all in the UK. All backup copies are encrypted and only the minimum number of people necessary to retrieve the back up copies have access to the encryption key. All backup copies of Data are deleted after eight months. For more information please refer to our Privacy Policy.

11.3 Much of the information needed to demonstrate compliance with Our obligations as processor is already available to You through the Tuitionsoft  Platform, the Know-how, the Software and the Services. Where any request for information involves Us in preparation of specific responses that take more than one hour’s time to prepare, We reserve the right, at Our discretion, to charge You for additional preparation time at the hourly Educational Consultant rates set out on Our Public Website at the time of the request.

1. MAKING CHANGES TO THIS AGREEMENT

12.1 You agree that We can make any changes to the Services which become required in order to comply with any law or safety requirement, or which don’t materially affect the nature or quality of Our Services, and We will always notify You as set out in Clauses 12.3 and 12.4 below if this happens. (Examples might be new data protection requirements or small improvements to Our Software.)

12.2 We will otherwise keep these Terms of Service under review and may need to make changes from time to time.

12.3 We will always notify you of any proposed changes and, if possible, we will give you at least 30 days’ notice of the changes so that you can have a chance to consider them before they come into effect. The only exception to this will be where it is necessary for us to make a quicker change in order to maintain the security and integrity of our Services.

12.4 If you object to any changes we propose, you may end this Agreement by following the process set out in Clause 13.2.1 below.

12.5 No other changes to this Agreement will be effective unless they are in writing and signed by both You and Us.

1. ENDING THIS AGREEMENT

13.1 There is no minimum term in this Agreement. Unless You are using Our Services (other than Payroll Software) on a Free Trial, We will provide the Services to you from the start of this Agreement until it is ended by either of us giving notice to the other as follows:

• We may end the Agreement by giving You not less than 30 days’ notice, to finish at the end of a monthly invoice period;
• You may end the Agreement by giving Us notice using the cancellation features on the Software. Our Agreement will then end on the last day of Your current monthly invoice period, and no later than 30 days after the date you give Us notice.
• You may end Your use of the Payroll Software using the termination provisions set out in the Payroll Software Terms of Service, but continue with this Agreement in relation to all other Services other than Payroll Software.

13.2 There are some situations where ending the Agreement will happen differently:

13.2.1 If You object to any changes We propose making to this Agreement, You can give Us notice using the cancellation features on the Software, and this Agreement will end either on the last day of Your next current monthly invoice period, or when the changes We are making take effect, if that is sooner;

13.2.2 If We terminate our agreement with You in respect of the Software, as a result of your breach of the Software Terms of Service, We may also terminate this Agreement immediately by giving notice in writing to You (without affecting any other rights or remedies We may have);

13.2.3 Either of us may end this Agreement immediately by giving notice in writing to the other (without affecting any other rights or remedies they may have) if any of the following situations arise:

• One of us fails to pay any amount due under this Agreement on the due date for payment;
• One of us commits a material breach of any term of this Agreement and that breach either can’t be remedied or, if the breach is remediable, the party at fault fails to remedy that breach within a period of 30 days after being notified in writing by the other to do so; or
• One of us suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of our business.

13.3 At the end of this Agreement:

13.3.1 You will immediately pay to Us all of Our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, We may submit an invoice, which shall be payable immediately on receipt;

13.3.2 All licences granted under this Agreement shall immediately end;

13.3.3 You and Your Registered Users will no longer have access to the Services, Tuitionsoft  Platform, Software and Know-how;

13.3.4 We will destroy or otherwise dispose of the Data in Our possession after the expiry of 6 months after the effective date of ending this Agreement, unless, prior to this date, We receive a written request for the delivery to You of a printout or digital copy of the then most recent back-up of the Data;

13.3.5 When We receive that request, We shall use all reasonable efforts to deliver the printout or digital copy to You within 30 days, provided that You have, at that time, paid all Fees and charges outstanding at and resulting from the ending of the Agreement (whether or not due at the date of termination); and

13.3.6 You shall pay all reasonable expenses incurred by Us in delivering the printout or digital copy. Once We have provided any printout or digital copy, We will then proceed to dispose of the Data in Our possession in accordance with this Clause.

13.4 Ending this Agreement does not affect the accrued rights of either of us, or the continuation afterwards of any provision expressly stated to survive or implicitly surviving the ending of the Agreement including: Clause 7 (Intellectual Property), Clause 8 (Confidentiality), Clause 9 (Limitation of Liability).

1. EVENTS OUTSIDE OUR CONTROL

14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under this Agreement that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in Clause 14.2.

14.2 An Event Outside Our Control means any act or event beyond Our reasonable control, including, without limitation,

1. • • strikes, lock-outs or other industrial action by third parties;
     • civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
     • fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
     • failure of public or private utility services or telecommunications networks (including internet service providers); or
     • impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

14.3 If an Event Outside Our Control takes place that affects the performance of Our obligations under this Agreement:

1. • • We will contact You as soon as reasonably possible to notify You; and
     • Our obligations under this Agreement will be suspended and the time for performance of Our obligations will be extended for the duration of the Event Outside Our Control.

1. OTHER GENERAL TERMS

15.1 The rights granted under this Agreement are granted to You only, and shall not without Our prior written consent be considered granted to any subsidiary or holding company. You may 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 this Agreement.

15.2 No one other than You or Us has any rights to enforce any of the terms in this Agreement unless they are successors or permitted assignees.

15.3 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.

15.4 Unless stated otherwise, the rights and remedies provided under this Agreement to You and Us are in addition to, and do not exclude, any rights or remedies provided by law.

15.5 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

15.6 Except for any changes agreed under Clause 12.5 above, this Agreement constitutes the entire agreement between us and supersedes any previous agreement between us relating to the Services. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

15.7 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand, by email or by recorded delivery pre-paid first-class post or other next working day recorded delivery service at its registered office (if a company) or its principal place of business (in any other case).

15.8 Any notice shall be deemed to have been received:

1. • • if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
     • if delivered by email, within one working day of Us sending that email; or
     • if sent recorded delivery by pre-paid first class post or other next working day delivery service, on signature of a delivery receipt.

15.9 The notice provisions in Clauses 15.7 and 15.8 do not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

15.10 This Agreement and any related disputes or claims shall be governed by and construed in accordance with the law of England and Wales.

15.11 We both agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

PART 3

FREE TRIAL TERMS

Where You are starting to use Our Services other than Payroll Software on a Free Trial, the following terms apply. If there is any conflict between the terms in this Part 3 and the rest of this Agreement, Part 3 will prevail while You are on a Free Trial.

1. STARTING YOUR FREE TRIAL

1.1 By clicking to enter Our Free Trial feature on Our Software, You are offering to start using Our Services on a Free Trial basis in accordance with these Terms of Service. The person entering their contact details and creating a password on Our Free Trial Software feature is deemed to have authority to enter into this Agreement on Your behalf and will be given access to the Services at Owner / Senior Admin level.

1.2 We will accept Your offer and this Agreement will start on a Free Trial basis, when We give you access to Our Software.

1. LENGTH OF YOUR FREE TRIAL

2.1 Unless We agree otherwise Your Free Trial will last for 14 days. Your account will then be suspended and Your access to Our Services will be withdrawn, unless You become a paying customer.

2.2 If You wish to cancel at any time during your Free Trial period, You can do this by giving Us notice using the cancellation features on Our Software, following which, unless We agree otherwise, Your account will be immediately suspended and Your access to Our Services will be withdrawn.

2.3 We may end Your Free Trial for any reason at any time and with immediate effect, provided that We notify You during the Free Trial period.

1. BECOMING A PAYING CUSTOMER

3.1 If You enter Your payment method details on Our Software before the end of the Free Trial period, or within one month of Your account being suspended at the end of Your Free Trial, You will become a paying customer and be able to continue to access all Your existing settings and Data, but You will not be charged for using the Services during Your Free Trial period.

3.2 If You become a paying customer during or at the end of Your Free Trial period, all the terms of this Agreement contained in Parts 1 and 2 above will apply from the date You become a paying customer, and the provisions of this Part 3 will cease to apply to You.

1. OTHER VARIATIONS TO PART 1 ABOVE

During Your Free Trial, these provisions of Part 1 are varied as follows:

4.1 Part 1B Our Services – lists the Services You receive during Your Free Trial without payment of a Standard Service Fee.

4.2 Part 1C Our Fees – does not apply during Your Free Trial.

1. OTHER VARIATIONS TO PART 2 ABOVE

During Your Free Trial, these provisions of Part 2 are varied as follows:

5.1 Part 2 Clause 1 – When Our Agreement Begins – does not apply during Your Free Trial and is replaced by Part 3 Clause 1 above.

5.2 Part 2 Clause 6 – Charges and Payment – does not apply during Your Free Trial.

5.3 Part 2 Clause 9 – The Limits Of Our Service And To Our Liability To You – Clause 9.5 does not apply to a Free Trial period, and the other provisions of Clause 9 are varied such that We will not be liable to You for any loss or damage caused during Your Free Trial, to the maximum extent permitted by law.

5.4 Part 2 Clause 13 – Ending This Agreement – Clauses 13.1 and 13.2 do not apply during Your Free Trial. Clause 13.4 continues in force. Clause 13.3 is varied as follows:

1. • • Clauses 13.3.1, 13.3.4, 13.3.5, 13.3.6 do not apply during the Free Trial period, but all other parts of Clause 13.3 continue to apply.
     • If Your account is suspended and Your access to Our Service withdrawn as a result of ending the Free Trial without becoming a paying customer, all of Your Data in Our possession will be destroyed after the expiry of one month after the suspension, unless We agree otherwise at Your request.

Last updated: May 2021