Hub4Leaders

 

Terms and Conditions

 

Welcome to TheSchoolBus, an online resource service providing authentic solutions for school leadership teams in England. These Terms and Conditions are intended to explain our obligations as a service provider and your obligations as a customer. Please read them carefully.

These Terms are binding on any use of the service and apply to you from the time that TheSchoolBus provides you with access to the service.

TheSchoolBus reserves the right to change these terms at any time and TheSchoolBus will make every effort to communicate these changes to you via email or notification via the Website. It is your obligation to ensure that you have read, understood and agree to the most recent terms available on the Website. By registering to use the service you acknowledge that you have read and understood these terms and conditions and have the authority to act on behalf of any person for whom you are using the service. You are deemed to have agreed to these terms on behalf of any entity for whom you use the service.

In making use of the Services the Customer agrees to be bound by these terms and conditions. All capitalised terms have the meanings ascribed to them in clause 27 of this agreement.

  • 1. User subscriptions
    • 1.1 Subject to the Customer entering into an agreement for the use of the Subscription Services in accordance with clause 8.1, the restrictions set out in this clause 1 and the other terms and conditions of this agreement, TheSchoolBus hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
    • 1.2 In relation to the Authorised Users, the Customer undertakes that:
      • (a) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
      • (b) it will not allow a person to become an Authorised User who is not employed by the Customer, or in the absence of such an employment relationship, is not a governor, trustee, director and/or locum of the Customer, without TheSchoolBus’ prior written consent’
      • (c) it will not grant, or allow to be granted, access to, or the right for, anyone other than an Authorised User to access the Services;
      • (d) each Authorised User shall keep a secure password for his use of the Services and Documentation and that each Authorised User shall keep his password confidential at all times;
      • (e) it shall permit TheSchoolBus to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at TheSchoolBus's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
      • (f) if any of the audits referred to in clause 1.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to TheSchoolBus's other rights, the Customer shall promptly disable such passwords and TheSchoolBus shall not issue any new passwords to any such individual; and
      • (g) if any of the audits referred to in clause 1.2(d) reveal that the Customer has underpaid Subscription Fees to TheSchoolBus, then without prejudice to TheSchoolBus's other rights, the Customer shall pay to TheSchoolBus an amount equal to such underpayment as calculated in accordance with the prices set out in the Order Form within 10 Business Days of the date of the relevant audit.
    • 1.3 The Customer shall not, and shall ensure that the Authorised Users do not, access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
      • (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      • (b) facilitates illegal activity;
      • (c) depicts sexually explicit images;
      • (d) promotes unlawful violence;
      • (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
      • (f) is otherwise illegal or causes damage or injury to any person or property;
    • and TheSchoolBus reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
    • 1.4 The Customer shall not, and shall ensure that the Authorised Users do not,:
      • (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
        • (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
        • (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
      • (b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
      • (c) use the Services and/or Documentation to provide services to third parties; or
      • (d) subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
      • (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 1; and
    • 1.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify TheSchoolBus.
    • 1.6 The rights provided under this clause 1 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
  • 2. Services
    • 2.1 TheSchoolBus shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.
    • 2.2 TheSchoolBus shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for any unscheduled maintenance, whether performed during or outside of Normal Business Hours, provided that TheSchoolBus has used reasonable endeavours to give the Customer and/or the Master User at least 2 Normal Business Hours' notice in advance.
    • 2.3 TheSchoolBus will, as part of the Services and at no additional cost to the Customer, provide the Customer with:
      • (a) Need Further Help Support Services; and
      • (b) Technical Support Services

during Normal Business Hours. TheSchoolBus may amend the Support Services Policy in its sole and absolute discretion from time to time.

    • 2.4 In respect of the Need Further Help Support Services TheSchoolBus will acknowledge the support request within 4 hours of receipt (during Normal Business Hours) and shall provide the Customer with an estimated timescale in which the Need Further Help Support Services will be provided.
    • 2.5 In respect of Technical Support Services TheSchoolBus will acknowledge the support request within 7 hours of receipt (during Normal Business Hours) and shall use commercially reasonable endeavours to provide a solution to the Technical Support Services request as soon as reasonably practicable thereafter.
    • 2.6 For the avoidance of all doubt time shall not be of the essence in respect of the provision of any of the Need Further Help Support Services and/or the Technical Support Services.
  • 3. Customer data
    • 3.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
    • 3.2 TheSchoolBus has in place a disaster recovery plan which includes the backing up of data utilised as part of the Services, including Customer Data. This back-up is for TheSchoolBus’ business purposes and does not remove the requirement for the Customer to have a suitable disaster recovery plan and back-up policy for its own data, including any Customer Data. TheSchoolBus gives no warranties as to the accuracy, completeness, or up-to-datedness of any of its back-ups at any time. In the event of any loss or damage to the Customer Data, such loss or damage arising due to the direct action of TheSchoolBus, the Customer’s sole and exclusive remedy shall be for TheSchoolBus to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data held by TheSchoolBus.
    • 3.3 TheSchoolBus shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at https://hello.theschoolbus.net/legal/privacy-statement/ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by TheSchoolBus in its sole discretion.
    • 3.4 If TheSchoolBus processes any personal data on the Customer's behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and TheSchoolBus shall be a data processor and in any such case:
      • (a) TheSchoolBus confirms that personal data provided to it under this agreement will not be transferred or stored outside the EEA;
      • (b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to TheSchoolBus so that TheSchoolBus may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
      • (c) the Customer 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 all applicable data protection legislation;
      • (d) TheSchoolBus shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
      • (e) 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.
    • 3.5 In processing any personal data on behalf of the Customer the Customer warrants that:
      • (a) It has permission to pass any such personal data to TheSchoolBus
      • (b) It has permission to require TheSchoolBus to process any personal data in any way in which the Customer has requested TheSchoolBus process such personal data;
      • (c) It has in place suitable systems and processes, and such systems and processes are reviewed and enforced as appropriate, to ensure the personal data provided to TheSchoolBus is accurate, up to date, and relevant;
      • (d) It is not breaking any laws by passing the personal data to TheSchoolBus, including its obligations under the Data Protection Act 1998, the General Data Protection Regulations, and/or any legislation passed effecting the processing of personal data within the UK and EU in the future;
    • 3.6 The Customer shall indemnify TheSchoolBus against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation, and all interest, penalties, fines, legal costs (calculated on a full indemnity basis), and all other professional costs and expenses) suffered or incurred by TheSchoolBus arising out of or in connection with any breach of the warranty contained in clause 3.5 above.
  • 4. Third party providers
    • 4.1 The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. TheSchoolBus makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not TheSchoolBus. TheSchoolBus recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. TheSchoolBus does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
  • 5. TheSchoolBus's obligations
    • 5.1 TheSchoolBus undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
    • 5.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to TheSchoolBus's instructions, or modification or alteration of the Services by any party other than TheSchoolBus or TheSchoolBus's duly authorised contractors or agents. If the Services do not conform to the foregoing undertaking, TheSchoolBus will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 6.1. Notwithstanding the foregoing, TheSchoolBus:
      • (a) does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
      • (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    • 5.3 This agreement shall not prevent TheSchoolBus 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 this agreement.
    • 5.4 TheSchoolBus warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
  • 6. Customer's obligations
    • 6.1 The Customer shall:
      • (a) provide TheSchoolBus with:
        • (i) all necessary co-operation in relation to this agreement; and
        • (ii) all necessary access to such information as may be required by TheSchoolBus; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
      • (b) comply with all applicable laws and regulations with respect to its activities under this agreement;
      • (c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, TheSchoolBus may adjust any agreed timetable or delivery schedule as reasonably necessary;
      • (d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
      • (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for TheSchoolBus, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
      • (f) ensure that its network and systems comply with the relevant specifications provided by TheSchoolBus from time to time;
      • (g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to TheSchoolBus's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet; and
      • (h) where it is a Multi-Academy Trust or a Local Authority school, notify TheSchoolBus without undue delay when additional academies become parties to the trust the Customer is a member of, irrespective of whether or not such academies, or any of their governors, management, members, staff, teachers, or employees are to become Authorised Users.
  • 7. Charges and payment
    • 7.1 The Customer shall pay the Subscription Fees to TheSchoolBus for the User Subscriptions in accordance with this clause 8 and the Order Form.
    • 7.2 The Customer shall, on the Effective Date, provide to TheSchoolBus either: (a) valid, up-to-date and complete bank details acceptable to TheSchoolBus; or (b) any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:
      • (a) its bank details to TheSchoolBus, the Customer hereby authorises TheSchoolBus to arrange for the setup of a direct debit in favour of TheSchoolBus, such direct debit payable in accordance with the terms on the Order Form or, in the absence of such terms:
        • (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
        • (ii) subject to clause 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
        • (b) its approved purchase order information to TheSchoolBus, TheSchoolBus shall invoice the Customer in accordance with the terms outlined in the Order Form, or in the absence of such terms:
        • (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
        • (ii) subject to clause 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice.
    • 7.3 If TheSchoolBus has not received payment by due date, and without prejudice to any other rights and remedies of TheSchoolBus:
      • (a) TheSchoolBus may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and TheSchoolBus shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
      • (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
    • 7.4 All amounts and fees stated or referred to in this agreement:
      • (a) shall be payable in pounds sterling;
      • (b) are, subject to clause 12.3(b), non-cancellable and non-refundable;
      • (c) are exclusive of value added tax, which shall be added to TheSchoolBus's invoice(s) at the appropriate rate.
    • 7.5 TheSchoolBus shall be entitled to increase the Subscription Fees and the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 2.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and the Order Form shall be deemed to have been amended accordingly.
  • 8. Proprietary rights
    • 8.1 The Customer acknowledges and agrees that TheSchoolBus and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, 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.
    • 8.2 TheSchoolBus confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
  • 9. Confidentiality
    • 9.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
      • (a) is or becomes publicly known other than through any act or omission of the receiving party;
      • (b) was in the other party's lawful possession before the disclosure;
      • (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
      • (d) is independently developed by the receiving party, which independent development can be shown by written evidence.
    • 9.2 Subject to clause 11.4, each party shall hold the other's Confidential Information in confidence and 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 this agreement.
    • 9.3 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 this agreement.
    • 9.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
    • 9.5 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
    • 9.6 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute TheSchoolBus's Confidential Information.
    • 9.7 TheSchoolBus acknowledges that the Customer Data is the Confidential Information of the Customer.
    • 9.8 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
    • 9.9 The above provisions of this clause 10 shall survive termination of this agreement, however arising.
  • 10. Indemnity
    • 10.1 The Customer shall defend, indemnify and hold harmless TheSchoolBus 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 the Customer's use of the Services and/or Documentation, provided that:
      • (a) the Customer is given prompt notice of any such claim;
      • (b) TheSchoolBus provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
      • (c) the Customer is given sole authority to defend or settle the claim.
    • 10.2 TheSchoolBus shall defend the Customer, its 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 the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
      • (a) TheSchoolBus is given prompt notice of any such claim;
      • (b) the Customer provides reasonable co-operation to TheSchoolBus in the defence and settlement of such claim, at TheSchoolBus's expense; and
      • (c) TheSchoolBus is given sole authority to defend or settle the claim.
    • 10.3 In the defence or settlement of any claim, TheSchoolBus may procure the right for the Customer 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 this agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
    • 10.4 In no event shall TheSchoolBus, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
      • (a) a modification of the Services or Documentation by anyone other than TheSchoolBus; or
      • (b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by TheSchoolBus; or
      • (c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from TheSchoolBus or any appropriate authority.
    • 10.5 The foregoing and clause 12.3(b) states the Customer's sole and exclusive rights and remedies, and TheSchoolBus's (including TheSchoolBus's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
  • 11. Limitation of liability
    • 11.1 Except as expressly and specifically provided in this agreement:
      • (a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. TheSchoolBus shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to TheSchoolBus by the Customer in connection with the Services, or any actions taken by TheSchoolBus at the Customer's direction;
      • (b) 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 this agreement; and
      • (c) the Services and the Documentation are provided to the Customer on an "as is" basis.
    • 11.2 Nothing in this agreement excludes the liability of TheSchoolBus:
      • (a) for death or personal injury caused by TheSchoolBus's negligence; or
      • (b) for fraud or fraudulent misrepresentation.
    • 11.3 Subject to clause 12.1 and clause 12.2:
      • (a) TheSchoolBus 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 this agreement; and
      • (b) TheSchoolBus's total aggregate liability in contract (including in respect of the indemnity at clause 11.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
    • 11.4 In no event shall TheSchoolBus, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
      • (a) a modification of the Services or Documentation by anyone other than TheSchoolBus; or
      • (b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by TheSchoolBus; or
      • (c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from TheSchoolBus or any appropriate authority.
    • 11.5 The foregoing and clause 11.3(b) states the Customer's sole and exclusive rights and remedies, and TheSchoolBus's (including TheSchoolBus's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
  • 12. Term and termination
    • 12.1 If the Customer has been granted a Trial Period, either of TheSchoolBus or the Customer shall be entitled to terminate this agreement, without liability, on giving the other written notice of termination, such termination to take effect immediately, at any point prior to the expiry of the Trial Period.
    • 12.2 Should neither party give notice to terminate this contract in accordance with clause 12.1 above, within 2 weeks of the commencement of the Trial Period (the date on which the Customer first logs on to the Services) then the agreement shall commence in accordance with the provisions of clause 13.2.
    • 12.3 This agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
      • (a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
      • (b) otherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
    • 12.4 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
      • (a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
      • (b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
      • (c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
      • (d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ;
      • (e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      • (f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      • (g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
      • (h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
      • (i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
      • (j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; or
      • (k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.3(d) to clause 13.3(j) (inclusive);
    • 12.5 On termination of this agreement for any reason:
      • (a) all licences granted under this agreement shall immediately terminate [and the Customer shall immediately cease all use of the Services and/or the Documentation];
      • (b) save for documentation that has been used by the Customer in the normal course of its receipt and use of the Services during the term of this agreement, 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;
      • (c) TheSchoolBus may destroy or otherwise dispose of any of the Customer Data in its possession unless TheSchoolBus receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. TheSchoolBus shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by TheSchoolBus in returning or disposing of Customer Data; and
      • (d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
  • 13. Force majeure
    • 13.1 TheSchoolBus shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, 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 workforce of TheSchoolBus or 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 the Customer is notified of such an event and its expected duration.
  • 14. Conflict
    • 14.1 If there is an inconsistency between any of the provisions in the main body of this agreement and anything contained with the Order Form, the provisions in the main body of this agreement shall prevail.
  • 15. Variation
    • 15.1 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
  • 16. Waiver
    • 16.1 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.
  • 17. Rights and remedies
    • 17.1 Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
  • 18. Severance
    • 18.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
    • 18.2 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.
  • 19. Entire agreement
    • 19.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    • 19.2 Each party acknowledges that in entering into this agreement it does not rely on, and 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.
    • 19.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
    • 19.4 Nothing in this clause shall limit or exclude any liability for fraud.
  • 20. Assignment
    • 20.1 The Customer shall not, without the prior written consent of TheSchoolBus, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
    • 20.2 TheSchoolBus 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 this agreement.
  • 21. No partnership or agency
    • 21.1 Nothing in this agreement 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).
  • 22. Third party rights
    • 22.1 This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
  • 23. Notices
    • 23.1 Any notice required to be given under this agreement 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 this agreement, 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 this agreement.
    • 23.2 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).
  • 24. Governing law
    • 24.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
  • 25. Jurisdiction
    • 25.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
  • 26. Interpretation
    • 26.1 The definitions and rules of interpretation in this clause apply in this agreement.

Authorised Users: those governors, trustees, directors, employees and locums of the Customer who have been setup as a user of the Software and Services by the Master User. The term Authorised User shall, for the avoidance of all doubt, include the Master User.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.6 or clause 10.7.

Customer: the entity identified as the Customer on the Order Form.

Customer Data: the data inputted by the Customer, Authorised Users, or TheSchoolBus on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.

Documentation: the document made available to the Customer by TheSchoolBus online via https://www.theschoolbus.net/login or such other web address notified by TheSchoolBus to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.

Effective Date: the later of: (a) the date outlined as the Effective Date in the Order Form; or (b) the day immediately following the expiry of the Trial Period, where the Trial Period has not been terminated in accordance with the provisions of clause 13.1; or (c) in the absence of a specified effective date and Trial Period, the date of this agreement.

Initial Subscription Term: the initial term of this agreement as set out in the Order Form.

Master User: the employee, governor, director or trustee of the Customer, the identity of whom is provided in the Order Form (including relevant contact information) who shall be the main point of contact between the Customer and TheSchoolBus and who shall be in control of the Customer’s access to the Services and the Software, including the granting, and managing, of access to the Authorised Users.

Multi-Academy Trust: a group of academy schools that have entered into a formal arrangement whereby they agree to share resources for the benefit of the trust members.

Need Further Help: requests can be submitted by master users only. Each master user may request one bespoke document per three working days. Model documents and intended for use as guidance only. Schools should use any document provided as a basis for the creation of their own final document, complete with necessary approval. TheSchoolBus has the right to refuse Need Further Help Requests.

Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.

Order Form: the order form signed by the parties outlining key terms under which the Customer shall receive the Services.

Renewal Period: the period described in clause 13.1.

Services: the subscription services provided by TheSchoolBus to the Customer under this agreement via https://www.theschoolbus.net/login or any other website notified to the Customer by TheSchoolBus from time to time, as more particularly described in the Documentation.

Software: the online software applications provided by TheSchoolBus as part of the Services.

Subscription Fees: the subscription fees payable by the Customer to TheSchoolBus for the User Subscriptions, as set out in the Order Form.

Subscription Term: has the meaning given in clause 13.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

TheSchoolBus: the trading and brand name of Hub4Leaders Limited, Elmwood Court, Tytherington Business Park, Macclesfield, SK10 2XF.

Trial Period: the period of time during which use of the Services shall be available (one per school) without charge which, unless otherwise stated, shall be the shorter of:

(a) having used 5 page views; or

(b) 2 weeks.

User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 8.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

V1 June 2017

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