Licence Agreement – Jan 18
This document should be read in conjunction with:
IMPORTANT: READ CAREFULLY BEFORE USING THIS SERVICE.
Please read these terms and conditions carefully before using the SERVICE as set out below. By accessing the Grofar SERVICE or by clicking to indicate that you have read and agreed these terms, you agree to be legally bound by these terms and conditions and as they may be modified and posted on our website from time to time.
If you do not wish to be bound by these terms and conditions, then you may not use our SERVICE (as defined below).
- Grofar Ltd a company incorporated in England, company registration number 09505988 and having its registered office at Walden House, Foxcombe Road, Boars Hill, Oxford OX1 5DL England (‘the Provider’)
- You (‘the customer’)
Subject to the Customer’s payment of the licence fees, Grofar grants to you and you accept a licence to use, the Grofar SERVICE (collectively described as the “SERVICE”) delivered with this Agreement. For purposes of this agreement the SERVICE includes, without limitation, any images, clipart, and fonts that may be provided on the Grofar program and website, or otherwise provided herewith.
This licence permits you to use the Grofar service in accordance with the following conditions:
- Use of the SERVICE is limited to the products specified in your purchase order. (Without a purchase order, you are entitled to use the SERVICE in DEMO (restricted demonstration) mode only).
- This SERVICE is for use in the management of school careers information and community engagement.
- Use of the SERVICE is limited to the number of years from the date of purchase as indicated by the invoice provided by Grofar or its distributor, and may be automatically renewed upon payment for additional years of use.
- THE PROVIDERS INTELLECTUAL PROPERTY RIGHTS cover all copyrights, patents, utility models, trademarks, service marks, registered designs, moral rights, design rights (whether registered or unregistered), technical information, know-how, database rights, business names and logos, computer data, generic rights, proprietary information rights and all other similar proprietary rights (and all applications and rights to apply for registration or protection of any of the foregoing) as may exist anywhere in the world.
You may not:
- Exceed the number of users as specified by the purchase agreement, without first purchasing an additional licence from Grofar.
- Modify, sell or distribute any of the SERVICE, or use any of the content within the SERVICE other than to send and report on electronic communications transmitted solely though this SERVICE.
- Distribute or publish any part of the SERVICE as part of an electronic document or web page other than for the promotion of the SERVICE within or on behalf of the establishment for which the product is licensed.
- Rent, lease, time-share, sub-license, or transfer the SERVICE.
- Modify, translate, adapt, disassemble, decompile, reverse engineer, or in any way copy the source code from this web SERVICE.
- Copy or emulate in any way the design, layout, or functionality of this SERVICE.
Licence Period and fee payment:
The Provider shall have no obligations under this Agreement during a given Licence Period until it, or its distributor, has received the fee in full from the customer in cleared funds.
The Licence Period is one calendar year from the date of purchase or as indicated on the invoice supplied by Grofar or its distributor at the time of purchase.
- In order to maintain continuous service the licence for the SERVICE will automatically renew at the end of the term.
- If you wish to cancel your subscription, this must be done in writing giving no less than 30 days notice in advance of the renewal date.
- You may terminate the licence without any refund at any time by giving 30 days notice in writing.
- If you don’t provide the required notice, then you will be liable for the following years subscription in full.
- Should the service not be used for whatever reason, the Provider or it’s distributor shall not be responsible for any lack of use and no refunds will therefore be payable
- We reserve the right to cancel this Agreement at any time if you are in breach of any of these Terms and Conditions.
You shall pay the Fee for the Licence Period in full within 30 days of the date of purchase as indicated on the invoice.
We reserve the right to introduce or revise charges for any service provided at our sole discretion but any changes will be notified at least 30 days prior to introduction unless enforced by a 3rd party (e.g. VAT rate change or similar)
Extension of term:
40 days prior to the end of any Licence Period the Provider will automatically submit an invoice for the Fee (at the Provider’s then current rates) for a further 12 months (or such other period as the Provider may offer). If You do not inform the Provider more than 30 days prior to the end of the Licence Period, the Licence Period shall be deemed to be extended by a period of 12 months (or such other period as the Provider may offer) commencing from the expiry of the then current Licence Period.
Acceptable Use Policy:
Grofar users are solely responsible for the content of electronic communications delivered through the service, and agree not to transmit through the site any unlawful, harassing, libellous, threatening, harmful, vulgar, obscene statement or otherwise objectionable communication.
The Provider may prevent You on a temporary or permanent basis from sending e-mail messages or instant messages to e-mail addresses or mobile phone numbers where the recipient or any third party involved in the transmission of messages has notified the Provider that messages from You are ‘SPAM’, or where the e-mail address or phone number are no longer valid.
Data processing, data protection and GDPR:
Grofar Ltd and its suppliers will be acting as ‘data processors’ as defined by the 2003 Data Protection Act. We are registered with the Information Commissioner’s Office (ICO) and adhere to the strict rules & regulations of the Data Protection Act Registration number: ZA147283Data Processor (not controller)
Data is extracted from school MIS systems either manually using csv imports or automatically using the Groupcall XOD extraction tool.
Schools must consent to the specific data to be extracted and extractions are then typically updated daily.
At the end of the agreement Grofar will either delete the data or return to the school in electronic form on request.
All data processing is subject to the Grofar Data Protection policy (Jan18) and the Data sharing agreement https://grofar.com/data-sharing-agreement/
Grofar does not exercise editorial control over your content; however, we do reserve the right to review your content in order to ensure compliance with this Policy. We do not disclose the contents to any other party, except as required by law or a legal proceeding or investigation. Occasionally, in the normal course of business an employee of Grofar may view the contents while providing technical support or troubleshooting delivery systems, or contents will be scanned for keywords to summarize how, in general, the service is being used. We reserve the right to use any of the information published within the system expressly for the purpose of improving the system for the user base as a whole.
Copyright & Trademark:
The information contained in this SERVICE is copyrighted and may not be distributed, modified, reproduced in whole or part without prior written permission of Grofar. Except for the incidental printing of web pages and reports, the images from this SERVICE may not be reproduced in any form without prior written consent from Grofar.
Disclaimer of Warranties:
To the maximum extent permitted by applicable law, Grofar and its suppliers provide the SERVICE as is and with all faults, and hereby disclaim all warranties and conditions, either express, implied or statutory, including, but not limited to, any (if any) implied warranties or conditions of merchantability, of fitness for a particular purpose, of lack of viruses, of accuracy or completeness of responses, of results, and of lack of negligence or lack of workmanlike effort, all with regard to the SERVICE, and the provision of or failure to provide Support Services. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT, WITH REGARD TO THE SERVICE. THE ENTIRE RISK AS TO THE QUALITY OF OR ARISING OUT OF USE OR PERFORMANCE OF THE SERVICE AND SUPPORT SERVICES, IF ANY, REMAINS WITH YOU.
Exclusion of Incidental, Consequential and Certain other Damages:
To the maximum extent permitted by applicable law, in no event shall Grofar or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the SERVICE, the provision of or failure to provide Support Services, or otherwise under or in connection with any provision of Agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of Grofar or any supplier, and even if Grofar or any supplier has been advised of the possibility of such damages.
Limitation of Liabilities and Remedies
Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Grofar and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the annual SERVICE. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
This legal notice shall be governed by and construed in accordance with English law. Disputes arising in connection with this legal notice shall be subject to the exclusive jurisdiction of the English courts.
We may terminate this subscription at any time if you are found in breach of any of these terms. For the avoidance of doubt if your subscription is terminated in accordance with this paragraph you will not be entitled to a refund of your subscription fee.
Grofar Ltd 2018