- Interpretation The following definitions and rules of interpretation apply in these Conditions.
Additional Fee: any fee payable by the Customer for additional Services as set out in the Order or subsequent Orders.
Authorised User: the users who are authorised by Beezapps to access ReflectiveTeacher, namely employees, officers, representatives, subcontractors or advisers as required by the Customer in the administration of their School or Schools.
Business Day: a day other than a Saturday, Sunday or public holiday in Scotland, when banks in Scotland are open for business.
Commencement Date: the commencement date as set out in the Order.
Conditions: these terms and conditions as amended from time to time in accordance with Condition 11.5.
Contract: the contract between Beezapps and the Customer or Trial User for the supply of ReflectiveTeacher in accordance with these Terms and Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the Data Protection Legislation.
Customer: the person or firm or organisation or School, operating in the Education sector, who purchases ReflectiveTeacher from Beezapps as set out in the Order.
Customer Data: the data uploaded by the Customer or Trial User or on behalf of it to ReflectiveTeacher.
for the sole purpose of giving an approximate idea of ReflectiveTeacher described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by Beezapps shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
- Supply of ReflectiveTeacher
3.1 Beezapps will grant to the Customer a non-exclusive, non-transferrable, without the right to grant sub-licences, licence to permit the Authorised Users to use ReflectiveTeacher during the Term.
3.2 The Customer may, from time to time during the Term of the Agreement, purchase additional Services.
3.3 Beezapps will use reasonable endeavours to make ReflectiveTeacher available 24 hours a day, seven (7) days a week, except for: (a) planned maintenance (provided Beezapps has used reasonable endeavours to give the Customer at least 12 hours’ notice in advance); and (b) emergency maintenance to ReflectiveTeacher.
3.4 Beezapps undertakes that ReflectiveTeacher will conform substantially in accordance with any specification or marketing materials provided to the Customer. If ReflectiveTeacher does not conform, Beezapps will use reasonable endeavours to correct such non-conformance promptly.
3.5 Beezapps will, at no additional cost to the Customer, provide the Customer with the Support Services.
3.6 Beezapps shall perform the Support Services for Customers with all reasonable care and skill and in accordance with the Service Levels.
3.7 Beezapps shall appoint the Support Manager who shall be responsible for the coordination of all matters relating to ReflectiveTeacher.
Customer Default: has the meaning set out in Condition 4.2.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
ReflectiveTeacher: the web application known as ‘ReflectiveTeacher’ supplied by Beezapps to the Customer, made up of one or more Services as per the Order.
Fee: the fee payable on a per School basis by the Customer for the Authorised Users to access ReflectiveTeacher as set out in the Order.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Customer’s order for the Service or Services included in ReflectiveTeacher as set out in any order form provided by Beezapps which is accepted by the Customer.
Beezapps: Beezapps Limited, a company registered under the Companies Acts (company number SC411291) and having its registered office at Hudson House, 8 Albany Street, Edinburgh, EH1 3QB.
Beezapps Materials: has the meaning set out in Condition 4.1(f).
School: Educational establishment as defined by the UK Government: https://www.gov.uk/types-of-school Service: Each of the following products and services are referred to in these Conditions as a “Service” or where the Customer utilises more than one, “Services”:
● Learning Walks, Observations and Performance Management.
Service Levels: the service levels set out in the Schedule to these Conditions.
Support Manager: the support manager named in the Order.
Support Services: the support services outlined in the Schedule to these Conditions.
Term: the initial term of the Contract as set out in the Order.
Trial: a limited period of trial use of ReflectiveTeacher, with a non-exclusive, non-transferrable, without the right to grant sub-licences, licence to permit the Trial User to use ReflectiveTeacher during the trial.
Trial User: individual representing a firm or organisation or School, operating in the Education sector, registered and approved by Beezapps for a Trial.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
3.8 Beezapps may use your feedback, suggestions, or ideas in any way, including in future modifications of ReflectiveTeacher, other products or services, advertising or marketing materials. You grant Beezapps a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Beezapps in any way.
3.9 Beezapps will back-up the Customer Data at a frequency of no more than once (1) per day.
3.10 Beezapps reserves the right to amend the specification or marketing materials if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of ReflectiveTeacher, and Beezapps shall notify the Customer in any such event.
3.11 Beezapps does not warrant that the Customer’s use of ReflectiveTeacher will be uninterrupted or error free or that ReflectiveTeacher will meet the Customer’s requirements.
3.12 The Customer acknowledges that ReflectiveTeacher may be subject to limitations, delays and other problems outside Beezapps’s control which result from the transfer of data over communications networks and facilities (including the internet).
3.13 Trial Users of ReflectiveTeacher will have access to the Services for the specified period of the Trial. If Trial Users do not purchase a license to use ReflectiveTeacher by the end of the Trial, Trial Users will not be able to access or retrieve any of the data or Content you added to or created with ReflectiveTeacher during the Trial.
3.14 The Trial User shall have access to the Trial based on best endeavours and shall not be entitled to any formal Support Services or Service Levels.
3.15 Beezapps may use third party hosting providers in the operation of ReflectiveTeacher (“Hosting Providers”). Our Hosting Providers utilise full volume AES256 Encryption alongside industry standard controls such as CIS and NIST to keep your data protected.
- Customer and Trial User obligations
4.1 The Customer shall ensure that the terms of the Order and any information it provides are complete and accurate.
4.2 The Customer or Trial User shall:
(a) co-operate with Beezapps in all matters relating to ReflectiveTeacher;
(b) provide Beezapps with such information and materials as Beezapps may reasonably require in order to supply ReflectiveTeacher, and ensure that such information is complete and accurate in all material respects;
(c) prepare the Customer’s or Trial User’s equipment for the supply of ReflectiveTeacher; and
(d) keep all materials, equipment, documents and other property of Beezapps (Beezapps Materials) at the Customer’s premises in safe custody at its own risk, maintain Beezapps Materials in good condition until returned to Beezapps, and not dispose of or use Beezapps Materials other than in accordance with Beezapps’s written instructions or authorisation.
4.3 The Customer undertakes that:
(a) the maximum number of pupils used to determine the Fee shall not exceed the number, unless otherwise authorised by Beezapps;
(b) it will not allow ReflectiveTeacher to be used by an individual who is not an approved Trial User;
(c) each Trial User shall keep a secure password for his use of ReflectiveTeacher and that each Authorised User shall keep his password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to Beezapps within 5 Business Days of the Beezapps’s written request at any time or times;
(e) it shall permit Beezapps or Beezapps’s designated auditor to audit the Customer’s use of ReflectiveTeacher. Each such audit may be conducted no more than once per quarter, at Beezapps’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;
(a) A reference to a statute or statutory provision is a reference to it as amended or re enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes email and other electronic communications which can be identified to persons at either party and which the recipient may reasonably assume to have been issued by an authorised person of that party.
- Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase ReflectiveTeacher in accordance with these Conditions.
2.2 The Contract shall come into existence on the Commencement Date.
2.3 Any samples, drawings, descriptive matter or advertising issued by Beezapps, and any
descriptions or illustrations contained in Beezapps’s catalogues or brochures, are issued or published
(f) if any of the audits referred to in Condition 4.3(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Beezapps’s other rights, the Customer shall promptly disable such passwords and Beezapps shall not issue any new passwords to any such individual.
(g) if any of the audits referred to in Condition 4.2(e) reveal that the Customer has underpaid the Fee to Beezapps, then without prejudice to Beezapps’s other rights, the Customer shall pay to Beezapps the owed amount within 10 Business Days of the date of the relevant audit.
4.4 The Trial User requesting the Trial (“Responsible User”) undertakes that:
(a) it will not allow ReflectiveTeacher to be used by an individual who is not linked to the firm or organisation or School specified when requesting the Trial;
(b) each Trial User shall keep a secure password for his use of ReflectiveTeacher and that each Trial User shall keep his password confidential;
(c) it shall maintain a written, up to date list of current Trial Users and provide such list to Beezapps within 5 Business Days of the Beezapps’s written request at any time or times;
(d) it shall permit Beezapps or Beezapps’s designated auditor to audit the firm or organisation or School’s use of ReflectiveTeacher;
(e) if any of the audits referred to in Condition 4.4(d) reveal that any password has been provided to any individual who is not linked to the approved firm or organisation or School, then without prejudice to Beezapps’s other rights, the Responsible User shall promptly disable such passwords and shall not
1 ReflectiveTeacher Terms and Conditions
issue any new passwords to any such individual; furthermore Beezapps reserves the right to terminate Condition 7 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights the Trial with immediate effect. under the Data Protection Legislation. In this Condition 7, Applicable Laws means (for so long as
4.5 The Customer or Trial User shall not access, store, distribute or transmit any viruses, or any material and to the extent that they apply to Beezapps) the law of the European Union, the law of any during the course of its use of ReflectiveTeacher that: member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically Data Protection Legislation from time to time in force in the UK and any other law that applies in the offensive; UK.
(b) facilitates illegal activity; 7.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer or
(c) depicts sexually explicit images; Trial User is the controller and Beezapps is the processor.
(d) promotes unlawful violence; 7.3 Without prejudice to the generality of Condition 7.1, the Customer or Trial User will ensure that it
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or has all necessary appropriate consents and notices in place to enable lawful transfer of the personal
(f) is otherwise illegal or causes damage or injury to any person or property, and Beezapps reserves data to Beezapps for the duration and purposes of the Contract.
the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s 7.4 Without prejudice to the generality of Condition 7.1, Beezapps shall, in relation to any personal access to any material that breaches the provisions of this Condition. data processed in connection with the performance by Beezapps of its obligations under the Contract:
4.6 The Customer or Trial User shall not: (a) process that personal data only on the documented written instructions of the Customer or Trial
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement User unless Beezapps is required by Applicable Laws to otherwise process that personal data. Where between the parties and except to the extent expressly permitted under this agreement: Beezapps is relying on laws of a member of the European Union or European Union law as the basis
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, for processing Personal Data, Beezapps shall promptly notify the Customer of this before performing download, display, transmit, or distribute all or any portion of ReflectiveTeacher in any form or media or the processing required by the Applicable Laws unless those Applicable Laws prohibit Beezapps from by any means; or so notifying the Customer or Trial User;
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to (b) ensure that it has in place appropriate technical and organisational measures, reviewed and human-perceivable form all or any part of ReflectiveTeacher; or approved by the Customer or Trial User, to protect against unauthorised or unlawful processing of
(iii) access all or any part of ReflectiveTeacher in order to build a product or service which competes personal data and against accidental loss or destruction of, or damage to, personal data, appropriate with ReflectiveTeacher; or to the harm that might result from the unauthorised or unlawful processing or accidental loss,
(iv) use ReflectiveTeacher to provide services to third parties, unless this has been permitted by destruction or damage and the nature of the data to be protected, having regard to the state of Beezapps in writing; or technological development and the cost of implementing any measures (those measures may include,
(v) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, exploit, or otherwise make ReflectiveTeacher available to any third party except the Authorised Users, availability and resilience of its systems and ReflectiveTeacher, ensuring that availability of and access or to personal data can be restored in a timely manner after an incident, and regularly assessing and
(vi) attempt to obtain, or assist third parties in obtaining, access to ReflectiveTeacher. evaluating the effectiveness of the technical and organisational measures adopted by it);
4.7 The Customer or Trial User shall use all reasonable endeavours to prevent any unauthorised access (c) ensure that all personnel who have access to and/or process personal data are obliged to keep the to, or use of, ReflectiveTeacher and, in the event of any such unauthorised access or use, promptly personal data confidential; and notify Beezapps. (d) not transfer any personal data outside of the European Economic Area unless the prior written
4.8 If Beezapps’s performance of any of its obligations under the Contract is prevented or delayed by consent of the Customer or Trial User has been obtained and the following conditions are fulfilled: any act or omission by the Customer or Trial User or failure by the Customer or Trial User to perform (i) the Customer or Trial User or Beezapps has provided appropriate safeguards in relation to the any relevant obligation (Customer Default): transfer;
(a) without limiting or affecting any other right or remedy available to it, Beezapps shall have the (ii) the data subject has enforceable rights and effective legal remedies;
right to suspend the provision of ReflectiveTeacher until the Customer or Trial User remedies the (iii) Beezapps complies with its obligations under the Data Protection Legislation by providing an Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its adequate level of protection to any personal data that is transferred; and obligations in each case to the extent the Customer Default prevents or delays Beezapps’s (iv) Beezapps complies with reasonable instructions notified to it in advance by the Customer with performance of any of its obligations; respect to the processing of the personal data;
(b) Beezapps shall not be liable for any costs or losses sustained or incurred by the Customer or Trial (e) assist the Customer or Trial User, at the Customer’s or Trial User’s cost, in responding to any User arising directly or indirectly from Beezapps’s failure or delay to perform any of its obligations as request from a data subject and in ensuring compliance with its obligations under the Data Protection set out in this Condition 4.8; and Legislation with respect to security, breach notifications, impact assessments and consultations with
(c) the Customer or Trial User shall reimburse Beezapps on written demand for any costs or losses supervisory authorities or regulators;
sustained or incurred by Beezapps arising directly or indirectly from the Customer Default. (f) notify the Customer or Trial User without undue delay on becoming aware of a personal data breach;
- Subscription and payment (g) at the written direction of the Customer or Trial User, delete or return personal data and copies
5.1 The Customer will pay the agreed Fee for the Authorised Users to access ReflectiveTeacher. thereof to the Customer or Trial User on termination of the agreement unless required by Applicable
5.2 The Services are licensed on an annual subscription basis to the Customer. Some subscriptions Law to store the personal data; and
provide access to one Service and others provide access to more than one Service. (h) maintain complete and accurate records and information to demonstrate its compliance with this
5.3 Beezapps shall invoice the Customer for the Fee on the Commencement Date or such other date Condition 7 and allow for audits by the Customer or Trial User or the Customer’s or Trial User’s as they may agree in writing. Thereafter, Beezapps shall invoice the Customer for the Fee or designated auditor and inform the Customer or Trial User without undue delay if, in the opinion of Additional Fee, annually in advance, on the corresponding calendar date. If this date is not contained Beezapps, an instruction infringes the Data Protection Legislation.
within the next calendar month, Beezapps shall issue the invoice on the next Business Day. 7.5 Either party may, at any time on not less than 30 days’ notice, revise this Condition 7 by replacing
5.4 The Customer shall pay each invoice submitted by Beezapps: it with any applicable controller to processor standard clauses or similar terms forming part of an
(a) within 14 days of the date of the invoice; and applicable certification scheme (which shall apply when replaced by attachment to the Contract).
(b) in full and in cleared funds to a bank account nominated in writing by Beezapps; and 8. Limitation of liability
(c) time for payment shall be of the essence of the Contract. 8.1 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited
5.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of to liability for:
value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is (a) death or personal injury caused by negligence; made under the Contract by Beezapps to the Customer, the Customer shall, on receipt of a valid VAT (b) fraud or fraudulent misrepresentation; and invoice from Beezapps, pay to Beezapps such additional amounts in respect of VAT as are chargeable (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and on the supply of ReflectiveTeacher at the same time as payment is due for the supply of quiet possession).
ReflectiveTeacher. 8.2 Subject to Condition 8.1, each party’s total liability to the other party shall not exceed the Fees paid
5.6 If the Customer fails to make a payment due to Beezapps under the Contract by the due date, in the 12 months preceding the claim. Each party’s total liability includes liability in contract, tort then, without limiting Beezapps’s remedies under Condition 9, the Customer shall pay interest on the (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Contract.
Interest under this Condition 5.6 will accrue each day at 5% a year above the Bank of England’s base 8.3 Beezapps has given commitments as to the compliance of ReflectiveTeacher with the specification rate from time to time, but at 5% a year for any period when that base rate is below 0%. and marketing materials in Condition 3. In view of these commitments, the terms implied by sections 4
5.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, deduction or withholding (other than any deduction or withholding of tax as required by law). excluded from the Contract.
5.8 Beezapps reserves the right to increase the Fee on an annual basis with effect from each 8.4 This Condition 8 shall survive termination of the Contract.
anniversary of the Commencement Date in line with the percentage increase in the Retail Prices 9. Term and Termination Index in the preceding 12-month period and the first such increase shall take effect on the first 9.1 The Customer Contract will continue for the Term thereafter it will automatically renew for periods anniversary of the Commencement Date and shall be based on the latest available figure for the of 12 months (each a “Renewal Term”), unless either party submits notice of termination three (3) percentage increase in the Retail Prices Index. months before the expiry of the Term or any Renewal Term.
- Intellectual property rights 9.2 Without affecting any other right or remedy available to it, either party may terminate the Contract
6.1 All Intellectual Property Rights in ReflectiveTeacher (other than Intellectual Property Rights in the with immediate effect by giving written notice to the other party if:
Customer Data) shall be owned by Beezapps. (a) the other party commits a material breach of any term of the Contract and (if such a breach is
6.2 The Customer or Trial User shall not sub-license, assign or otherwise transfer the rights granted in remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so; this Contract. (b) the other party takes any step or action in connection with its entering administration, provisional
6.3 The Customer or Trial User will own all rights in the Customer Data. The Customer or Trial User liquidation or any composition or arrangement with its creditors (other than in relation to a solvent grants Beezapps a fully paid-up, non-exclusive, royalty-free, non-transferable licence to the Customer restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of Data for the Term or Trial for the purpose of providing ReflectiveTeacher to the Customer or Trial a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business User. or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in
6.4 Beezapps may include the Customer’s name and logo among its list of customers, provided such the relevant jurisdiction;
use has been approved by the Customer. Beezapps may also reference the Customer in promotional (c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or materials, produced at Beezapps’s expense, including but not limited to: (a) press releases; (b) a substantial part of its business; or images; (c) interviews; and (d) published articles and reports. (d) the other party’s financial position deteriorates to such an extent that in the terminating party’s
- Data protection opinion the other party’s capability to adequately fulfil its obligations under the Contract has been
7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This placed in jeopardy.
2 ReflectiveTeacher Terms and Conditions
9.3 Without affecting any other right or remedy available to it, Beezapps may terminate the Contract and construed in accordance with Scots law.
with immediate effect by giving written notice to the Customer if: 11.10 Jurisdiction. Each party irrevocably agrees that the Scottish courts shall have exclusive
(a) the Customer fails to pay any amount due under the Contract on the due date for payment; or jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of
(b) there is a change of control of the Customer. or in connection with the Contract or its subject matter or formation.
9.4 Without affecting any other right or remedy available to it, Beezapps may suspend the supply of
ReflectiveTeacher under the Contract or any other contract between the Customer and Beezapps if the THIS IS THE SCHEDULE REFERRED IN THE FOREGOING CONDITIONS BETWEEN Customer fails to pay any amount due under the Contract on the due date for payment, the Customer BEEZAPPS LIMITED AND THE CUSTOMER becomes subject to any of the events listed in Condition 9.2(b) to Condition 9.2(d), or Beezapps Support Services and Service Levels reasonably believes that the Customer is about to become subject to any of them. Beezapps will provide the Customer with the following Support Services during 9 am to 5 pm each
- Consequences of termination Business Day:
10.1 On termination of the Contract: Any requests for Support Services should be sent by email to email@example.com and should
(a) the Customer shall immediately pay to Beezapps all of Beezapps’s outstanding unpaid invoices and include the following information:
interest and, in respect of access to ReflectiveTeacher granted but for which no invoice has been ● Name of the Authorised User reporting the problem; submitted, Beezapps shall submit an invoice, which shall be payable by the Customer immediately on ● Authorised User’s telephone number; receipt; ● Full description of the problem;
(b) Fees are not eligible for any proration of unused subscriptions or refunds, even if access to the ● Full description of any error message; Services is cancelled or terminated. ● Screen shots (where appropriate);
(c) the Customer shall return all of Beezapps Materials which have not been fully paid for. If the ● The priority of the problem (e.g. P1, P2 or P3) determined in accordance with the Customer fails to do so, then Beezapps may enter the Customer’s premises and take possession of descriptions below; and them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and ● Preferred resolution date/time.
will not use them for any purpose not connected with the Contract. Any problems reported to Beezapps will be prioritised and responded to in accordance with Service
10.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or Levels as follows:
liabilities of the parties that have accrued up to the date of termination or expiry, including the right ● Priority 1: ReflectiveTeacher unavailable, all Authorised Users are affected and all to claim damages in respect of any breach of the Contract which existed at or before the date of functions are unavailable.
termination or expiry. ○ Target response time: One (1) Business Hour
10.3 Any provision of the Contract that expressly or by implication is intended to come into or ○ Target resolution time: Eight (8) Business Hours
continue in force on or after termination or expiry of the Contract shall remain in full force and effect. ● Priority 2: Significant degradation of ReflectiveTeacher, large number of users or
- General functions affected.
11.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in ○ Target response time: Eight (8) Business Hours performing, or failure to perform, any of its obligations under the Contract if such delay or failure ○ Target resolution time: 48 Business Hours result from events, circumstances or causes beyond its reasonable control. ● Priority 3: Limited degradation of ReflectiveTeacher causing minor inconvenience or
11.2 Assignment and other dealings. disruption. Workarounds exist.
(a) Beezapps may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over ○ Target response time: 48 Business Hours or deal in any other manner with any or all of its rights and obligations under the Contract. ○ Target resolution time: 120 Business Hours
(b) The Customer or Trial User shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Beezapps.
(a) Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or Beezapps of the other party, except as permitted by Condition 11.3(b).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Condition 11.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
11.4 Entire agreement.
(a) The Contract 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.
(b) Each party acknowledges that in entering into the Contract 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 the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
11.5 Variation/Renewal. We reserve the right to change these Terms and Conditions at any time, and the changes will be effective when posted through ReflectiveTeacher, on our websites for Beezapps and/or ReflectiveTeacher or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.
11.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
11.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part provision under this Condition shall not affect the validity and enforceability of the rest of the Contract.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be 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 if issued by electronic communication to the email address provided by either party to the other for the purposes of communication.
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt; and
(ii) 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.
(c) This Condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
11.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by,