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Connect Foundations General Terms and Conditions  

These general terms and conditions form the contract  between Connect and the Client for the use of the  Connect Foundations software services. Together with  the Contract Details they form the Agreement between  us. You should ensure that the Contract Details  correctly record the Software Services you have  contracted for and that you have read these terms and  conditions. 

1 Definitions and interpretation  

1.1 In this Agreement the following terms shall have  the following meanings: 

Agreement: means the agreement between  Connect and the Client for the provision of  Software Services set out in the Contract Details  (as varied from time to time) and these General  Terms and Conditions; 

Authorised Representative: means a Director  of a Party who is incorporated or a person fully  authorised by the Party to bind it in any  agreement; 

Business Day: means: (i) in relation to any  notice, between the hours of 09:00 to 17:00  during working days in England, not including  public or statutory holidays; or (ii) in relation to  the supply of works a day, other than a Saturday  and Sunday, when banks are open for business  in the city of London;  

Business User: means any entity or business  division associated with the Client permitted to  use or benefit from the use of the Software under  the terms of this Agreement; 

Charges: means Connect’s charges for the  Software Services as set out in the Contract  Details and clause 6, as amended from time to  time on agreement of the parties or as otherwise  provided under this Agreement; 

Client: means the customer contracting for the  Software Services as set out in the Contract  Details. 

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Client Data means all the data, information, text,  drawings, diagrams, images or sound or any  other items which are supplied or in respect of  which access is specifically granted to Connect  by the Client (and any Business User) pursuant  to the Agreement. For the avoidance of doubt  Client Data includes any images uploaded on to  the Site by the Client or by an End User including  parents and other family members;  

Client Materials: means all data,  documentation, software, hardware and other  materials which the Client or a Business User  makes or may make available to Connect during  the Term;  

Client Systems: means telecommunication  systems, computer programmes, software,  computer and communications networks,  hardware, cabling and related equipment and  databases owned or operated by the Client; 

Commencement Date: means the date the  Client began using the Software Services as set  out in the Contract Details; 

Confidential Information: means any  information relating to the business, affairs,  clients or suppliers of a party, including, but not  limited to, any Deliverables, products, data,  source code, object code, know how, personnel,  clients and suppliers (but shall not include any  anonymised End User Data); 

Connect: means Connect Software Solutions  Limited t/a Connect Childcare (Company No  05162098) whose registered office is at Richard  House, 9 Winckley Square, Preston, PR1 3HP. 

Connect Data Processing Terms: means the  standard data processing terms provided by  Connect to specify the basis on which it  processes data in accordance with the Data  Protection Legislation as amended from time to  time;

Connect Documentation: means all proposals,  specifications, reports, user documentation and  other documentation (if any) supplied from time  to time by Connect as required in an Agreement; 

Connect Software: means the software  proprietary to Connect provided as part of the  Software Services and supplied under this  Agreement; 

Contract Details: mean the details of the  Software Services, Charges, Client and other  matters relating to the terms on which Software  Services are used specified in a contract  schedule provided by Connect or recorded on  the Platform by Connect for the Client.; 

Data Controller: has the meaning given in the  Data Protection Legislation; 

Data Processor: has the meaning given in the  Data Protection Legislation; 

Data Protection Legislation: means the Data  Protection Acts and all other laws relating to the  processing of Personal Data applicable to the  parties at the relevant time; 

Documentation means information supplied  with and/or relating to the Connect Software in  printed or machine-readable form; 

End User means any user of any Connect  Software as licensed to the Client by Connect  under the terms of this Agreement; 

End User Data means any and all data  (including “personal data” as defined by the Data  Protection Legislation) relating to or provided by  any End User of any Connect Software as  licensed to the Client by Connect under the  terms of this Agreement; 

Execution means for any Agreement the  checking of the tick box on the Platform by the  authorised representative to agree to the  commencement of the provision of Software  Services on these terms or the issue of the  

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schedule by Connect which shall confirm  commencement; 

General Terms: means these general terms; 

Hosting Provider: has the meaning given in  Clause 19.2; 

IPR: Intellectual Property Rights: means all  patents, rights to inventions, utility models,  copyright and related rights, trademarks, service  marks, trade, business and domain names, rights  in trade dress or get-up, rights in goodwill or to  sue for passing off, unfair competition rights, 

rights in designs, rights in computer software,  database rights, topography rights, rights in  confidential information (including know-how and  trade secrets) and any other intellectual property  rights, in each case whether registered or  unregistered and including all applications for,  and renewals or extensions of, such rights, and  all similar or equivalent rights or forms of  protection in any part of the world.; 

Licensed Materials means the Connect  Software and the Documentation; 

Licence means the licence to the Licensed  Materials granted to the Client in this Agreement  (as set out in Clause 19); 

Packages: means the Software Services set out  in the Contract Details which are to be provided  to the Client under the Agreement at the  applicable time; 

Personal Data: has the meaning given in the  Data Protection Legislation; 

Platform: means the website  app.foundations.software; 

RPI: means the United Kingdom retail prices  index (all items) as published by the Office for  National Statistics (or by any government  department or other body upon which duties in  connection with such index devolve) or such  other index as replaces such index;

Software Services: means software provided  as a service by Connect as set out in the  Contract Details and this Agreement, including  Support Services; 

Site: means each Client site address set out in  the Contract Document or such other address as  the Client notifies to Connect and Connect  agrees; 

Support Services: means the support and  maintenance services specified in and to be  supplied on the basis set out in Clause 17; 

Term: means the term and duration of an  Agreement as provided for in Clause 11; 

Virus means 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. 

1.2 Headings of clauses are inserted for convenience  only and shall not affect the interpretation or  construction of this Agreement. Words imparting  the singular shall include the plural and vice  versa. Unless the context otherwise requires, a  reference to one gender shall include a reference  to the other genders. References to persons  include to an individual, company, corporation,  firm or partnership. A reference to a company shall include any company, corporation or other  body corporate, wherever and however  incorporated or established.  

1.3 Any obligation on a party not to do something  includes an obligation not to allow that thing to be  done. 

1.4 References to clauses are to the clauses in these  General Terms.  

1.5 Any reference to a statute or statutory provision  is a reference to it as amended, extended or re 

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enacted from time to time and shall include all  subordinate legislation made from time to time  under that statute or statutory provision. 

1.6 The words and phrases other, including and in  particular shall not limit the generality of any  preceding words or be construed as being limited  to the same class as any preceding words where  a wider construction is possible. References to  in writing include by e-mail, fax and letter. All  references in these General Terms to clauses,  paragraphs, Schedules and Appendices are to  the clauses and paragraphs of and Schedules  and Appendices to an Agreement. 

2 Scope of Agreement 

2.1 From the Execution of the Agreement, and  provided that the Agreement has not terminated,  Connect agrees to supply the Software Services  in accordance with and subject to the terms of the  Agreement. These General Terms shall be  deemed incorporated as part of the Contract  Details to form the Agreement.  

2.2 Should there be a conflict or inconsistency  between any provision in the Contract Details  and/or the General Terms, the documents shall  take precedence over each other in that order. 

3 Supply Of Works 

3.1 Connect shall supply the Software Services with  all reasonable skill and care in accordance with  these General Terms and the Contract Details.  

3.2 All third-party software is licensed subject to the  licence terms of the software licensor and  Connect gives no warranty in respect of any third party software which they supply. 

3.3 Connect shall supply the Software Services in  accordance with the provisions of these General  Terms and any express terms set out in the  Contract Details or signed by a Director of  Connect from any date specified therein. 

4 Client Responsibilities 

4.1 To enable Connect to perform its obligations  under this Agreement, the Client shall co-operate  fully with Connect at all times and shall at its own  cost: 

(a) provide all Client Materials, End User  Data (or data on potential End Users)  

and other information that Connect  

requests and ensure that these Client  

Materials, End User Data and  

information are full and accurate and  

that all consents necessary for their  

use by Connect have been obtained  

(including in relation to any consent  

required for the processing of End  

User Data as Personal Data to permit  

the processing of their Personal Data  

by Connect for the purposes of this  

agreement within the EEA and the  

licence granted to Connect by the  

Client in respect of such data further to  

clause 5 below); 

(b) ensure that the Client Systems are  appropriate for use with and  

compatible for the Software Services  

(which shall include the replacement of  

any tablets or other hardware on which  

the Software Services is or maybe  

accessed); and 

(c) ensure that it has in place at all times  an effective and detailed safeguarding  

programme to ensure the protection  

of children in its care at all time. 

4.3 The Client shall ensure that any Software  Services provided are used in accordance with  the terms of this Agreement and that any data  captured using the Software Services, processed  using the Software Services or passed to  Connect is managed in accordance with the Data  Protection Legislation. 

4.4 The Client acknowledges and agrees that  Connect and/or its licensors own all intellectual  property rights in the Software Services  (including the Connect Software). Except as  expressly stated herein, any Agreement does not  grant the Client any rights to, or in, patents,  copyrights, database rights, trade secrets, trade  names, trademarks (whether registered or  unregistered), or any other rights or licences in  respect of the Software Services or any related  documentation.  

5 Intellectual Property, Client Data and End  User Data 

5.1 Connect and its licensors retain all right, title and  interest in and to all IPR subsisting in and/or  arising from the delivery of and/or performance of  the Software Services. The Client shall have no  right to use such IPR (or grant any sub-license in  respect of the same) save as licensed to the  Client in accordance with the terms of an  Agreement. 

5.2 The Client and its licensors retain all right, title  and interest in and to all IPR subsisting in the  Client Materials. The Client grants to Connect for  the Term and the duration of any Agreement a  non-exclusive, royalty-free licence for Connect to  use the Client Materials in performing Connect’s  obligations pursuant to an Agreement. 

5.3 The Client represents that it has the right to give  Connect access to the Client Materials and to  permit Connect to use such Client Materials in  the performance of an Agreement. The Client  hereby indemnifies and shall keep indemnified  Connect against all and any claims, actions,  damages, losses, costs and/or expenses  (including reasonable legal fees) that it suffers or  incurs as a result of any action or claim that the  use of the Client Materials infringes the IPR of a  third party.  

5.4 The Client acknowledges and agrees that  Connect gives no warranties and/or indemnities  in respect of the Connect Software or the  provision of any Software Services save as  expressly set out in this Agreement. In particular,  Connect gives no warranty that the Software  Services will not infringe the IPR of a third party.  

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5.5 The Client acknowledges and agrees that  Connect supplies the Software Services subject  to this Agreement and the respective terms and  conditions of any third party software licensor and  that it is the Client’s sole responsibility to  familiarise itself with any such terms and  conditions. 

5.6 The parties acknowledge and agree that in the  course of providing the Software Services,  Connect may develop experience, expertise,  processes, procedures, know-how and  methodologies (“Methodologies”) and that all  such Methodologies shall be owned by Connect  who shall be entitled, subject to the provisions of  Clause 10, to use them for any purposes  whatsoever, including in providing deliverables  and services to its other clients. 

5.7 Connect acknowledges that the Client Data is the  property of the Client, its third-party licensors or  any End Users of Connect Software as licensed  to the Client under the terms of an Agreement  and the Client, where applicable, hereby  reserves all IPRs which may subsist in the Client  Data. 

5.8 The Client grants to Connect a restricted,  worldwide, perpetual, non-exclusive, fully paid up and royalty-free licence to use, disclose copy  and otherwise deal with the Client Data, (a) for  internal business purposes, including but not  limited to monitoring system performance  improvements in software functionality, and (b) in  aggregate form only in which the identity of End  Users is anonymised, for external business  purposes including the production of research  and reports. Aggregated data shall mean that the  number of nurseries, their geographical location  or any other data which may identify the Client or  any of it’s staff, working arrangements,  customers, parents or children is specifically  restricted and will not be disclosed externally  under this clause 5.8. 

5.9 The Client agrees that where any claim is made  against it for breach of any intellectual property  right in relation to the Connect Software or  Documentation the Client shall notify Connect  and follow any instructions Connect gives in  managing such claim. Save where the claim  relates to any change the Client has made to the  Connect Software or Documentation Connect  shall pay any reasonable legal expenses needed  to meet its instructions in managing the claim. 

6 Charges and Payment 

6.1 In consideration of the supply of the Services and  any Deliverables, the Client shall pay to Connect  all Charges due in accordance with this Clause 6  and the terms of this Agreement. 

6.2 Unless otherwise stated in the Contract Details,  the Charges and all other fees and charges  arising pursuant to this Agreement are exclusive  of Value Added Tax and all other applicable sales  taxes, levies and duties. These are payable by  the Client in addition to the Charges. 

6.3 Charges shall be payable from the  Commencement Date and shall be paid in full 

monthly or annually as agreed, in advance at the  rate applicable on the payment date. The  payment date shall be the same date in the  month as the Commencement date or the last  day of the month if that day does not occur in a  month (i.e. 31st of the month). In the event the  Software Service is altered in any month the  revised charges/changes shall commence in the  next payment period (unless Connect agree  otherwise). If the Client fails to make payment of  any Charges or other payments by the due date  (unless disputed by notice provided within 14  days of the date a payment became due),  Connect shall be entitled to suspend supply of all  and any Software Services until it has received  payment in full. 

6.4 Connect reserves the right by giving notice to the  Client at any time to increase the Charges to  reflect any increase in cost to Connect of the  provision of the Software Services due to a factor  beyond the control of Connect including due to  price increases of manufacturers and/or  suppliers. 

6.5 Connect may increase the Charges at any time and Connect shall give the Client not less than  three months’ notice of any such increase.  

6.6 All amounts due under an 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).  

6.7 Any initial charge set out in the Contract Details  may be invoiced on Execution and periodic  charges shall be invoiced at the frequency  specified in the Contract Details. 

7 Warranties 

7.1 Each of the parties warrants to the other that it  has full power and authority to enter into and  perform its obligations under this Agreement.  

7.2 Connect warrants to the Client that it shall  provide the Software Services in a timely and  professional manner with all due skill and care  and in accordance with good industry practice. 

7.3 The Client acknowledges that Connect does not  manufacture or develop any of the third party  software which may from time to time be included  within the Software Services. The Client further  acknowledges that Connect gives no warranty,  and expressly excludes all warranties, in respect  of third party software. 

7.4 Connect shall have no liability for any breach of  contract and/or defects, faults or other  shortcomings in the Software Services to the  extent that any are caused by: 

(a) any delay, act, omission and/or default  of the Client and/or any person under  

its control, including any failure of the  

Client to comply with its obligations  

pursuant to this Agreement; 

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(b) the use of any software, hardware,  services and/or system(s) which are  

not approved by Connect as being  

compatible with the Software Services; 

(c) any unauthorised and/or improper use,  storage and/or operation of any  

Software Services.  

7.5 Connect gives no warranty that the use of the  Software Services will be uninterrupted or free of  virus or bugs but will use its reasonable  endeavours to ensure that this is the case, as far  as practicable.  

7.6 Except as expressly set forth in this Agreement,  all warranties, terms and conditions, whether oral  or written, express or implied by statute, common  law, or otherwise, including, but not limited to,  any warranties, terms and conditions of fitness  for purpose, description or quality, are hereby  excluded to the maximum extent permitted by  law. 

8 Limitation of Liability 

8.1 Nothing in this Agreement shall exclude or  restrict either party’s liability for death or personal  injury resulting from that party’s negligence, for  fraud, or for fraudulent misrepresentation, or for 

any other liability which cannot be excluded or  limited under applicable law, including breach of  the terms implied by section 2 of the Supply Of  Goods And Services Act 1982 (title and quiet  possession) or for breach under Clause 4.1(b),  10 or 16. 

8.2 Subject to Clause 8.1, Connect shall not in any  circumstances be liable to the Client for any loss  of profit, savings and/or revenue, loss of  business, loss of data and/or any indirect, special  and/or consequential losses arising under or in  connection with this Agreement. 

8.3 Unless set out to the contrary in the Contract  Details, the total aggregate liability of Connect  under this Agreement whether in contract, tort  (including negligence), breach of statutory duty or  otherwise shall be limited to 100% of the Charges  paid in the six months immediately prior to the  event that gave rise to the liability. For the  avoidance of doubt, where no Charges are paid  Connect shall have no liability. 

8.4 The Client agrees that the limitation of liability  contained in Clause 8.3 is reasonable in the  circumstances. 

8.5 Any advice or recommendation given by Connect  or its personnel to the Client or its employees,  contractors or agents about the storage,  application and/or use of the Software Services  which is not confirmed in writing by an authorised  officer of Connect is followed or acted on entirely  at the Client’s own risk. 

8.6 This Clause 8 shall survive termination of any  Agreement. 

9 Personnel 

9.1 The Client undertakes that during the Term, and  for the period of twelve (12) months after its  termination, it shall not without the prior written  consent of Connect: 

(a) make any offer of employment or enter  into any discussion or negotiations  

with a view to making any offer of  

employment to any personnel  

employed by Connect or sub 

contractor, consultant or freelancer  

retained by Connect to provide  

Deliverables or Services to the Client;  

or 

(b) solicit or attempt to solicit services from  any personnel employed (or sub 

contractors retained to provide  

Services or Deliverables) by Connect  

on their own account and/or entice or  

attempt to entice any such personnel  

away from Connect or solicit the  

provision of Software Services or any  

similar software from them. 

9.2 Neither party’s employees, contractors or sub contractors shall be considered, by virtue of any  clause of any Agreement, an employee or agent  of the other party or be entitled to participate in  any benefits or privileges provided by the other  party to its employees or be deemed an  employee of the other party for any purpose  including payment of salary, benefits,  contributions, levies and taxation. 

9.3 In performing its obligations pursuant to an  Agreement, Connect shall operate as, and have  the status of, an independent contractor and shall  not operate or have the status of agent,  employee or representative of the Client. 

10 Confidential Information 

10.1 Except with the prior written consent of the party  making any disclosure, each party shall keep and  procure to be kept secret any and all Confidential  Information belonging to the other party disclosed  or obtained as a result of the relationship of the  parties or under any Agreement and shall not use  nor disclose the same save to its employees,  officers, representatives or advisers who need to  know such information for the purposes of the  proper performance of an Agreement or with the  prior written consent of the other party. For the  avoidance of doubt, no party shall use the other’s  Confidential Information for any other purpose  than as permitted by and/or to perform its  obligations under an Agreement.  

10.2 The obligations of confidentiality in this clause 10  shall not extend to any information which: 

(a) is in, or has become part of, the public  domain and/or is disclosed to the  

receiving party by a third party other  

than as a result of a breach of the  

obligations of confidentiality under an  

Agreement; or 

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(b) was in the lawful possession of the  receiving party prior to disclosure  

under an Agreement or which is  

independently developed by the  

receiving party, without dependence  

on, or reference to, such Confidential  

Information; or 

(c) is required to be disclosed by law or  final mandatory order of a court or  

other competent authority, or to any  

regulatory authority to which that party  

is subject, provided always that, the  

party whose Confidential Information is  

to be disclosed is promptly notified of  

such a requirement and afforded a  

reasonable opportunity to seek relief  

therefrom, where available. 

10.3 Connect may advertise or publicly announce that  the Client is a Client of Connect for the relevant  Software Services with the written consent of the  Client, which consent shall not be unreasonably  refused. 

10.4 Both parties agree to treat as Confidential  Information the details of this Agreement and any  and all dealings between the parties under the  Agreement. For the avoidance of doubt both  parties agree that they shall not make detrimental  comments about the other save in that nothing  shall prevent either party from providing  information on or comments in respect of their  own actions, dealings and processes. 

11 Term, Changes and Termination 

11.1 The Client may amend the Software Services at  any time to increase the level of the Software  Services being provided or to reduce the level of  the Software Services. Changes may be made  on the Platform and will take effect once the  request has been processed by Connect.  Charges will be amended as specified in clause  6.  

11.2 This Agreement shall commence on the  Commencement Date and, unless otherwise  terminated in accordance with the Agreement,  shall continue until either Connect provides one  months’ notice of termination or the Client  updates the Platform to request termination.  Termination will take effect at the end of the then  current payment period. 

11.3 Without affecting any other right or remedy  available to them, this Agreement may be  terminated by either party on written notice to the  other party if: 

(a) the other party commits a material  breach of its obligations under this  

Agreement which is either incapable of  

remedy or is capable of remedy and  

the other party fails to remedy such  

material breach within thirty (30) days  

of receipt of a written notice specifying  

details of the breach and requesting  

that breach be remedied; 

(b) the other party fails to pay any  undisputed sum due and payable to 

the terminating party within twenty- eight (28) days of its due date for  payment in accordance with this  Agreement; or 

(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 discharge its obligations or  give effect to the terms of this  Agreement; or 

(d) In the case of the Client: 

(i) the directors make an  application for a moratorium  

under Schedule A1 of the  

Insolvency Act 1986 (“Act”),  

convene a meeting of  

creditors for the purpose of  

considering a voluntary  

arrangement under Part I of  

the Act, approve a scheme  

of arrangement or enter into  

negotiations with any  

creditor with a view to  

compromising its debts; 

(ii) any step is taken by the  Client, its directors or any  

creditor for the appointment  

of an administrator; 

(iii) a receiver, receiver or  manager, administrative  

receiver or an LPA  

Receiver, is appointed to or  

over any or all of the assets  

of the Client; 

(iv) a resolution to wind-up is  passed or a petition is  

presented for the winding up  

of the Client or a winding up  

order is made unless for the  

purpose of a solvent  

amalgamation or  

reconstruction; 

(v) if it is struck off from the  Register of Companies, or  

otherwise ceases to trade or  

exist; 

(vi) if it is deemed to be unable  to pay its debts within the  

meaning of section 123 of  

the Act save that all  

references to the ‘court’ in  

that section shall be  

replaced with Connect; 

(vii) it is in breach of the  requirements of any  

safeguarding policy and/or  

is subject to any adverse  

finding by any regulator of  

the childcare sector. 

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(e) any analogous or equivalent event to  these specified in paragraph (d) above  

occurs;  

(f) or in the case of a Client which is  incorporated or has a centre of main  

interests outside England and Wales  

any event or circumstances occurs  

which under the laws of that jurisdiction  

has an analogous or equivalent effect  

to any of the events in paragraph (d)  

above occurs. 

11.4 For the purposes of clause 11.3 (a) “material  breach” means a breach (including an  anticipatory breach) that is serious in the widest  sense of having a serious effect on the benefit  which the terminating party would otherwise  derive from a substantial portion of an Agreement  over its term. In deciding whether any breach is  material, no regard shall be had to whether it  occurs by some accident, mishap, mistake or  misunderstanding.  

12 Consequences of Termination 

12.1 Termination of this Agreement shall not affect  any other agreement. 

12.2 On the expiry or termination of this Agreement  (for whatever reason) the Client shall  immediately cease all use of the Confidential  Information and IPR of Connect under the  terminated contracts. 

12.3 The expiry or termination of an Agreement shall  not affect the continuation of any other  Agreements and shall be without prejudice to any  rights of either party in respect of any  Agreements entered into before such expiry or  termination. 

12.4 The termination or expiry of an Agreement shall  not affect the rights and remedies of the parties  which are applicable at the date of termination or  expiry. 

12.5 The provisions of clauses 1, 4, 5, 6, 7.5, 8, 9, 10,  12 and 13 and all other provisions intended by  their nature to continue or to come into effect  after termination or expiry, shall survive the  termination or expiry of an Agreement and shall  continue in full force and effect. 

12.6 The parties agree and acknowledge that  following termination of the Agreement Connect  is entitled to and must maintain certain data and  information from the provision of Software  Services. Where the Client requires that Connect  provide any services after termination the parties  shall agree the terms on which such services  shall be provided, and any such services shall be  provided on the terms of this Agreement (with the  payment of the agreed additional fees) for the  period that those exit services are required. Save  where Connect agrees to provide services under  this clause it shall not be obliged to provide  services after termination.

13 General 

13.1 In the event of any dispute or difference between  the parties arising out of an Agreement, the  parties shall use their reasonable endeavours to  seek a resolution to such dispute. 

13.2 Neither party shall be in breach of any Agreement  nor liable for delay in performing, or failure to  perform, any of its obligations under any such  contract if such delay or failure results from  events, circumstances or causes beyond its  reasonable control. In such circumstances the  affected party shall be entitled to a reasonable  extension of the time for performing such  obligations provided that if the period of delay or  non-performance continues for 3 months, the  party affected may terminate the Agreement by  giving 30 days’ written notice to the other party. 

13.3 This Agreement is personal to the Client. The  Client may not assign, sub-contract or otherwise  transfer the Agreement (or any part of such), to  any third party, without the prior written consent  of Connect, such consent not to be unreasonably  withheld. Connect may at any time assign,  delegate, sub-contract, transfer, charge or  otherwise dispose of all or any of its rights and  responsibilities under an Agreement, or any part  thereof. 

13.4 If any provision of this Agreement is or becomes  invalid, illegal or unenforceable at law, then such  provision shall be severed, and the remainder of  the Agreement shall continue in full force and  effect. 

13.5 The Contracts (Rights of Third Parties) Act 1999  shall not apply to this Agreement and no party  who is not a party to the Agreement shall have  any right to enforce any term of the agreement.  

13.6 Any purported variation or amendment to an  Agreement shall be of no effect, unless either  confirmed in writing by an Authorised  Representative of Connect or is made by  Connect amending any term of an Agreement  (other than the Charges) by the provision of 28  days’ notice. 

13.7 The waiver by either party of any breach of an  Agreement by the other party in a particular  instance shall not operate as a waiver of  subsequent or other earlier breaches of the same  or a different kind. No failure or delay by either  party in exercising or enforcing any of its rights  under any Agreement shall be deemed to be a  waiver of such rights, nor shall it prevent or  restrict the further exercise of that or any other  right or remedy. 

13.8 Except as expressly provided in any Agreement,  the rights and remedies provided under the  Agreement are in addition to, and not exclusive  of, any rights or remedies provided by law. 

13.9 Nothing in any Agreement is intended to, or shall  be deemed to, establish any partnership or joint  venture between any of the parties, constitute  any party the agent of another party, or authorise  any party to make or enter into any commitments  for or on behalf of any other party. Each party  

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confirms it is acting on its own behalf and not for  the benefit of any other person. 

13.10 Any notice or other communication given to a  party under or in connection with this Agreement  shall be in writing and shall be: 

13.10.1 delivered by hand or by pre-paid first class post or other next working day  

delivery service at its registered office  

(if a company) or its principal place of  

business (in any other case); or  

13.10.2 sent by e-mail to its main e-mail  address. 

13.11 Any notice or communication shall be deemed to  have been received: 

13.11.1 if delivered by hand, on signature of a  delivery receipt or at the time the notice  

is left at the proper address; 

13.11.2 if sent by pre-paid first-class post or  other next working day delivery  

service, at 9.00 am on the second  

Business Day after posting or at the  

time recorded by the delivery service; 

13.11.3 if sent by e-mail, at 9.00 am on the next  Business Day after transmission. 

13.12 This Agreement and the documents referred to in  them constitute the entire understanding between  the parties and, save as expressly referred to or  referenced therein, supersedes, replaces and  extinguishes all prior representations, writings,  negotiations or understandings oral or written  relating to the subject-matter. Each party  acknowledges and agrees that in entering into  this Agreement it does not rely on any statement,  representation, assurance or warranty of any  person other than as expressly set out in the  Agreement and 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 the  Agreement. Each party agrees that it shall have  no claim for innocent or negligent  misrepresentation or negligent misstatement  based on any statement not in the Agreement. 

13.13 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.  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 an agreement or its  subject matter or formation (including non contractual disputes or claims). 

  1. Training

14.1 This Clause 14 will apply where training is set out  in the Contract Details. 

14.2 Connect shall provide on line training resources  for clients generally which the Client may access.  Connect is not generally bound to provide any  training. In the event Connect agrees to provide  additional training it shall be the subject of a  separate agreement. 

  1. Execution and Contract Registration 

15.1 The Software Services are provided on a  software as a services basis and require the  Client to register on the Platform (or be permitted  access as a Beta user), select the applicable  Software Services and agree to the applicable  terms and Charges. 

15.2 The Client shall execute the Agreement by  registration on the Platform or accept the  schedule provided. The Client shall provide such  information and detail as is required by Connect  for the purposes of registration and for the  ongoing use of the Software Service. 

15.3 The Client shall be responsible for all passwords  provided for the registration on the Platform and  shall ensure that only those authorised to amend  the terms of the Agreement are provided with  access to the Platform. 

16 Data Security 

16.1 Connect and the Client shall each take  reasonable precautions (having regard to the  nature of their respective obligations under any  Agreement) to preserve the integrity of the Client  Data and/or the Software and to prevent any  corruption or loss thereof. 

16.2 Unless otherwise agreed Connect shall arrange  for the backup of the Client Data in accordance  with its standard processes. The backup of  Client Data shall be carried out by the Hosting  Provider (as defined below) and be subject to the  Hosting Providers terms and conditions. 

16.3 In the event Client Data is corrupted or lost due  to the fault of Connect or the Hosting Provider,  Connect shall use reasonable endeavours to  restore the Client Data from the back up provided  by the Hosting Provider. 

16.4 In relation to the parties rights and obligations  under this Agreement, the parties agree that the  Client is Data Controller and Connect is Data  Processor for the personal data placed into the  Software by the Client. 

16.6 In respect of Client Data, including any Personal  Data, the Client shall ensure that it obtains all  consents or other basis for processing needed for  Connect to process the data and both parties  shall comply with the Data Protection Legislation. 

16.7 Where Connect process data for the Client it shall  do so on the basis of the Connect Data  

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Processing Terms, which shall be incorporated  into the Agreement. 

17 Support Services 

17.1 Support shall only be provided for the Software  Services specified as receiving support in, and in  accordance with Connect’s general policy and/or  as set out in the Contract Details.  

17.2 Connect shall provide resolution of incidents  between the hours of 8:00am and 6:00pm (UK  time) on Business Days (Support Services  Hours) in accordance with the service level  agreement set out in this Clause or otherwise set  out in the Contract Details. Unless specifically  agreed otherwise, incidents outside of these  times will be resolved on a reasonable  endeavours basis. Support channels are  dependent upon package purchased at the point  of sale. 

17.2.1 Connect may need to log in to the user accounts  for the sole purpose of resolving issues raised by  the user. 

17.3 Service Level Agreement 

Priority 1 (Very High) – Where the Client or  Business User’s productive system is down, or  the Client intends its Software Services to go live  within 24 hours and the problem will prevent the  Client or a Business User from going live, target  initial response time is 1 hour. 

Priority 2 (High) – Where use of the Client or  Business User’s productive system is hindered  by severe loss of functionality but remains  operational, target initial response time is 2  hours. 

Priority 3 (Medium) – Where the Client or  Business User has identified a program error, but  processing can continue, or an individual function  is not performing properly; target initial response  time is 4 hours. 

Priority 4 (Low) – For service or information  requests, target initial response time is 8 hours. 

Connect shall allocate a consultant to any  reported error in Software (other than third party  software). Such consultant shall be responsible  for contacting the Client or Business User and  diagnosing and resolving the error. The Client  shall be responsible for implementing any error  corrections provided by Connect. 

All above target response times are times within  Support Services Hours for a response (not  necessarily the resolution of an issue). Problems  arising in test or development systems will be  allocated a priority level that is one less than a  similar problem occurring in a productive system.  

If any Support Services are provided outside  Support Service Hours, Connect may make  additional charges at its current rate.

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17.4 Connect responsibility  

18 Software Services 

17.4.1 Once an incident is logged, Connect shall use its  reasonable endeavours to respond to the  Client’s/Business User’s request within the  constraints of the service level agreement set out  in 17.3 above. Connect shall ensure that the  main contact specified on the incident is kept up  to date on progress. 

17.5 Client responsibility 

17.5.1 The Client will ensure that when the incident is  logged as much information as possible about  the incident is recorded, including error  messages and any other related information.  The Client should also be available to enable  Connect to respond to any incident in a timely  fashion.  

17.5.2 If an incident is logged and Connect requires  access to equipment, for example a laptop, the  Client must ensure that appropriate access is  made available to ensure the successful  resolution of the issue. 

17.5.3 Where access cannot be granted, or the Client is  not available within ten working days of the  incident being logged, the incident will be closed,  requiring the Client/Business User to open a new  incident when they are more readily available.  

17.6 Escalation  

17.6.1 In the event that a Client reasonably believes the  progress of the incident or level of service from  Connect has not met the agreed service levels,  the incident may be escalated to Connect’s  senior management to enable prompt resolution  of such issues to the satisfaction of the Client.  

17.7 Support Services Charges 

17.7.1 All Charges for Software Services (that include  an element of charge for support) shall be subject  on written notice from Connect to increase on  significant change to volume of activity or on an  annual basis, as agreed with the Client. 

17.7.2 A significant change to volume of activity shall be  determined by Connect in its sole discretion. In  exercising its discretion Connect shall consider  whether any additional cost is incurred as a result  of any changing activity. 

17.7.3 The Client agrees that Software Services (that  include an element of charge for support) provide  support for new queries and issues which are  raised by the Client to support its use of the  Software Services. These services are not  intended to provide assistance for queries and  issues which are a repeat of previous queries.  Where Connect reasonably determine that  queries and issues are being repeated it shall  consider whether any additional cost is incurred  as a result of this activity and increase its  Charges accordingly. 

18.1 The Software Services to be provided shall be  more fully described in the Contract Details.  Connect shall host the Software Services and the  Client shall have the right to use any specified  Connect Software as part of the Software  Services on the basis set out in this Agreement. 

18.2 The Client shall be entitled to use the Software  Services in accordance with the terms of the  licence set out in Clause 19 below save where  the Contract Details confirms the software is third  party software. In the case of third party software  the Client agrees that it shall comply with the  terms of any third-party licences and shall  indemnify, and hold Connect harmless against  any and all losses, damages, costs and  expenses (including professionals’ fees) which  Connect may incur as a result of the Client’s  breach of the terms of any of those third party  licences. 

18.3 In the event that any licence fees are payable in  respect of any third-party software (whether on a  one-off or periodic basis) then the Client shall be  liable to pay such fees, (unless payment of those  fees has been included by Connect, and are not  expressly set out as such, in the Contract  Details), and Connect shall not be liable for any  consequences of any failure of the Client to do  so. 

18.4 The Client acknowledges and agrees that  Connect supplies the Software Services “as is”  and gives no warranty as to its use. Save as  otherwise expressly provided for under this  Agreement, all warranties, conditions and other  terms implied by statute or common law are, to  the fullest extent permitted by law, excluded from  this Agreement, including the implied conditions,  warranties or other terms as to satisfactory  quality and fitness for purpose. 

18.5 On providing access to any Software Services,  the Client shall be able to access the Software  Services online.  

18.6 The Client expressly acknowledges that the  Connect Software is not designed specifically for  the Client and it is the Client’s responsibility to  ensure that the facilities and functions of the  Software Services meet the Client’s  requirements. 

18.7 The Client shall pay the Charges for Software  Services set out in the Contract Details for the  Software Services and the licence of the Connect  Software.  

18.8 Connect confirms that it has all the rights in  relation to the Software that are necessary to  grant all the rights it purports to grant under, and  in accordance with, any Agreement. 

19 Software Licence 

19.1 Subject to the Client paying the Charges  specified in the Agreement, Connect grants to the  Client a non-exclusive, non-sublicensable and  non-transferable licence, for the Term to use  Licensed Materials subject to the terms of this  Agreement. The Client acknowledges that it is  licensed to use Licensed Materials under the  express terms of the appropriate Agreement but  not further or otherwise. The Software Services  and the licence permit only the use of the  Software via the Platform. 

19.2 The parties acknowledge and agree that Connect  shall host the Software Services and it will be  accessed remotely via the Platform from servers  ascribed to Connect and hosted by a third-party  provider (the “Hosting Provider”). For the  avoidance of doubt: (i) the Client shall benefit  from the provision of the hosting services  provided by the Hosting Provider and all rights,  privileges, options and protections of Connect, to  the extent that Connect benefits; and (ii) Connect  shall be bound to the Client in respect of the  services of the Hosting Provider as the Hosting  Provider shall be bound to Connect and the  liability of Connect shall be limited as the liability  of the Hosting Provider shall be limited.  

19.4 The Client shall use Licensed Materials for  processing its own data for its own internal  purposes only. The Client shall not permit any  third party to use the Licensed Materials in any  way whatsoever nor use the Licensed Materials  on behalf of or for the benefit of any third party in  any way whatever. In so far as any Licensed  Materials are used by parents of children  registered with the Client data provided by or to  the parent and the access by the parent of the  Licensed Material shall be deemed processing of  the Clients data for its own internal purposes,  subject to the compliance with paragraph 19.5 of  this Licence. 

19.5 Where any parent referred to in Clause 19.4 of  this Licence accesses the Connect Software the  Client shall ensure that they do so under the  terms of use provided by Connect in the Connect  Software, which shall include a requirement that  parent may only use the Connect Software with  respect to their own children. Additionally, the  Client shall ensure that it obtains appropriate  consents for the use of all information, data and  images that the parent may use or add to the  Connect Software. For the avoidance of doubt  these provisions shall apply where the parent  accesses the Connect Software via an app made  available by Connect other than via the Client. 

19.6 The Licence is limited to the use of the Licensed  Materials for the number of children specified on  the Contract Details. The Client acknowledges  that it may need to increase the level of the  licence if the number of children increase. 

19.7 The Licensed Materials and all IPRs therein  (including IPRs in any modifications carried out  by or on behalf of the Client) shall remain the  property of Connect. The Client shall notify  Connect immediately if it becomes aware of any  unauthorised use of the whole or any part of the  Licensed Materials by any person. The Client will  permit Connect to check the use of the Licensed  Materials by the Client at reasonable times and  

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for that purpose Connect, its employees and  agents shall be entitled to enter any of the  Client’s premises. 

19.9 Save to the extent and in the circumstances  expressly permitted by law, the Client shall not  alter, modify, adapt or translate the whole or any  part of the Licensed Materials in any way  whatever nor permit the whole or any part of the  Software to be combined with or become  incorporated in any other computer programs nor  decompile, disassemble or reverse engineer the  same nor attempt to do any of such things. 

19.10 If a Client fails to pay any amount due under the  Agreement on the due date for payment, Connect  shall be entitled to suspend access to the  Software Services used by a Client, until such  time as any due amounts have been paid.  

19.11 The Client shall ensure that each End User has a  user name used only by that individual who  keeps a secure password for their use of the  Connect Software. 

19.12 The Client shall ensure that any requirements for  the use of the Parent Connect software by  parents are complied with. Connect shall provide  details of the requirements including any  usernames and passwords as required from time  to time. 

19.13 Connect may audit use of the Connect Software  regarding compliance with the rights and  obligations under the Agreement. Such audit  may be conducted no more than once per quarter  and shall be exercised with reasonable prior  notice, in a manner so as to not substantially  interfere with the Client’s normal conduct of  business. 

19.14 In relation to the Connect Software the Client  shall not:  

(a) store, distribute or transmit any Virus,  or any material through the hosting  

services that is unlawful, harmful,  

threatening, defamatory, obscene,  

infringing, harassing or racially or  

ethnically offensive; facilitates illegal  

activity; depicts sexually explicit  

images; or promotes unlawful  

violence, discrimination based on race,  

gender, colour, religious belief, sexual  

orientation, disability, or any other  

illegal activities;  

(b) attempt to copy, duplicate, modify,  create derivative works from or  

distribute all or any portion of the  

Connect Software except to the extent  

expressly set out in this agreement or  

as may be allowed by any applicable  

law which is incapable of exclusion by  

agreement between the parties; 

(c) attempt to reverse compile,  disassemble, reverse engineer or  

otherwise reduce to human 

perceivable form all or any part of the  

Connect Software, except as may be  

allowed by any applicable law which is 

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incapable of exclusion by agreement  

between the parties; 

(d) access all or any part of the Connect  

Software or hosting services in order to  

build a product or service which  

competes with the Connect Software  

and/or the Software Services 

(e) use the Connect Software or Software 

Services to provide services to third  

parties;  

And shall use reasonable endeavours to prevent  

any unauthorised access to, or use of, the  

Connect Software and notify Connect promptly of  

any such unauthorised access or use. 

19.15 Each party shall indemnify the other and hold it  

harmless against any and all losses, damages,  

costs and expenses (including professional fees)  

which it may incur as a result of that party’s  

breach of the terms of any third-party hosting or  

licencing agreement applicable to it. 

19.16 The Client agrees and acknowledges that the  

usage and performance of the Software Services  

will be impacted by a high number of users or a  

high volume of usage and Connect shall have no  

responsibility for any issues caused by a high  

level of usage of any Software. The level of  

usage permitted is subject to restrictions that  

Connect shall notify to the Client either in the  

Contract Details or where the level of usage is  

high. High usage is use which is above that  

expected from similar users at the time the  

Agreement is entered. If the level of usage the  

Client requires is increased Connect may  

increase the Charges to reflect the additional  

hosting capacity required. 

20 Photo Products 

20.1 The Client warrants it is authorised to licence the  

use the Client Material and particularly of all  

photographs transmitted to, uploaded to the sites  

of or to which access is granted to Connect for  

use in accordance with this clause 20 

20.2 Connect may make products available to users of  

the Connect ParentZone App (“the App”) using  

the photographs and images available to those  

users on the App. 

20.3 The Client warrants it is able to provide all  

licences and rights required for Connect to  

provide the photo products under the terms of this  

clause