ClarionCall General Terms of Service
Contents
1. already known to that party at the time of disclosure or subsequently becomes public knowledge other than by breach of Our Agreement or subsequently comes lawfully into the possession of that party from a third party To the extent necessary to implement the provisions of Our Agreement each party may disclose the Confidential Information to those employees and sub suppliers as maybe reasonably necessary or desirable provided that before any such disclosure each party shall make obligations of confidentiality under Our Agreement and shall at all times procure compliance by those employees and sub suppliers with them CCL recognises and confirms that the content of all emails and messages sent to or received from You and any material published by You or Your community members and not put in the public domain when using the Service is confidential In the normal provision of the Service CCL would not access read or copy emails or their attachments or other content other than i by electronic methods for the purposes of providing the Service or ii as required by law or the decision of a court of competent jurisdiction or other body with the necessary legal powers to instruct CCL to access read or copy emails messages or their attachments and other content material published by You or Your community members However CCL reserves the right to utilise the Virus related content of such content email messages or its attachments solely for the purpose of2. i maintaining and improving the performance or integrity of the Service and ii complying with all regulatory legislative or contractual requirements 11 Service updates and maintenance CCL and its sub suppliers associates regularly introduce updates and improvements to the Services CCL may add to the Service additional software services or products via its website from time to time i CCL shall advise You by email of the implications of any updates and provide updated user manual or help page and or other supporting documentation as necessary and as CCL deems fit ii Certain enhancements or new software products may be chargeable in which case they will be optional and may involve additional terms Extended Terms which You will be required to agree to before You access such Services Such Extended Terms will be notified to You either by being made available on the CCL websites or in such a manner as CCL may at its sole discretion determine iii In the unlikely event for legal or technical reasons that an update will reduce functionality CCL will discuss the update with You before its application iv CCL reserves the right to discontinue delete and change the content and purpose of the Websites software services and products from time to time at its sole discretion v CCL runs nightly backups at 4am This backup will not impact synchronisation nor the transmission of any messages which have already been sent It will
3. provided to You on an as is and as available basis and CCL makes no warranties express or implied with respect to the Service whatsoever including without limitation regarding their satisfactory quality fitness for a particular purpose suitability reliability timeliness accuracy completeness security or that they are free from error unless specifically set out in these GTOS You recognise that the Service may from time to time be adversely affected by events outside our control including without limitation mobile network coverage internet connectivity and an internet service provider s and or internet network provider s failure to deliver emails instant messages or designate such as spam CCL uses every reasonable endeavour to ensure that the information within the Service is as accurate as the information You provide to CCL by synchronisation and or data entry into CCL s servers but Your access to the Service and any action You carry out on the basis of the data or information You obtain from or via the Service is carried out entirely at Your own risk and CCL accepts no liability for any losses that You may suffer as a result This includes the risk and cost of any repairs or corrections to Your hardware and software due to the use of the Service Furthermore CCL shall not be liable for any revocation or alteration of any license permission or authorisation governing the operation of the Service or Internet or telephon
4. ClarionCall General Terms of Service Schools 1 Introduction Agreement and Acceptance These are the terms and conditions governing your use of the services the Service or Services offered and provided to you by ClarionCall Limited hereafter referred to as CCL Any reference to You Your and Yours refers to you the School the user of the Service Any reference to We Us Our and Ours refers to both CCL and You Your use of CCL s products software services and websites is referred to collectively as the Service s Your use of CCL s Services is subject to the terms of a legal agreement between You and CCL as set out in these General Terms of Service GTOS and any additional terms You accept either by i mutual agreement in writing or ii by clicking Your acceptance to the terms where CCL provides this as an option on its website iii by actually using the Services These additional terms are referred to below as the Extended Terms The GTOS together with any Extended Terms form a legally binding agreement between You and CCL If there is a conflict between the Extended Terms and GTOS the Extended Terms shall take precedence In using the CCL Service You agree to be bound by the provisions of the General Terms of Service listed below and You understand that CCL treats Your usage of it s Services as acceptance For the avoidance of doubt if You do not accept
5. E forms and on line web access capabilities that enable You to communicate relevant information to your community members allow them to view their personal message history and to view respond to or notify the school of changes or reply to requested information As CCL is constantly innovating You accept that the nature and form of CCL s Services may change from time to time without prior notice You also understand and accept that CCL may discontinue or cease whether temporarily or permanently to provide the Services or any functions within the Service to You and Your community at CCL s sole discretion Service Charges means the charges for the Services and other periodic charges of whatever nature Start date means the date on which You formally commenced usage of the Service User Name means the log in s and related password s or other password s allocated by CCL for exclusive use by You and used to gain access to the Services under these terms 3 User names Passwords and Pins At commencement of the Service You will be provided with a user name password and pin number This user name will give You the ability to generate additional user names with differing access levels together with their own passwords and pins These user names passwords and pins are personal to Your organisation and should not be given assigned or sold to any third party without CCL s written permission You are responsible for al
6. ement Your license to use the Service granted in this Agreement including all CCL products software websites etc shall terminate automatically and CCL is entitled without redress to withdraw all usernames passwords and pins as set out in clause 3 of the GTOS Furthermore CCL may terminate Our Agreement if you are in breach of our Agreement or CCL reasonably suspects that You are in breach of our Agreement 14 Amendments CCL may form time to time issue a new copy of the GTOS or Extended Terms When these changes are made CCL shall notify Your administrator by email using the email address You provided and shall make a copy available on CCL s website Save as provided in the GTOS and Extended Terms no amendment or variation of these terms shall be effective unless in writing and accepted by the other party For the avoidance of doubt this may include You clicking to accept or agree Extended Terms where the option is made available to You by CCL in the user interface for the Service You understand and agree that if You use the Services after the GTOS or Extended Terms have changed that CCL shall treat Your use as acceptance of the updated terms 15 General Provisions It is Your sole responsibility to satisfy yourself prior to using the Service in any way that it is suitable for Your purposes You undertake not to assign resell or in any way transfer Your rights and obligations under Our Agreement Neither of Us will be liab
7. ervice nor cause or permit anything which may damage or endanger the intellectual property rights in the Service or any software product or website of the Service nor enable or allow others to do so xiii Make fair use of the Service so that CCL can continue to offer attractive reliable and cost effective services to all CCL s clients CCL s Services are based on each customer using the Service in a fair and considerate way If You regularly use the Services in an unfair or excessive way CCL reserves the right to place limits on usage including file storage limits SMS volumes etc at its sole discretion vii And You accept that a You are solely responsible for any misuse of the Service even if by another person using Your access to the Service and b that CCL has no responsibility or liability to You or any third party for Your breach of Your obligations under our Agreement From time to time CCL may offer You the opportunity to evaluate and trial new services software or products If You agree to trial evaluate such services software or products You accept that You will i Only use the services software or products for the purposes of a bona fide evaluation for the time period specified in the trial offer ii Pay for the use of the services software or products if You continue to use them after the trial time period has expired iti Accept any additional Extended Terms prior to commencing trial and usage iv V
8. est any goodwill arising out of the use of the services software or products in CCL such that improvements adaptations and enhancements become the property of CCL without limitation 6 Privacy and Data Protection CCL hereby warrants that it is registered under the Data Protection Act 1998 the Act registration number Z9319063 and shall maintain all necessary registrations and notifications required under the Data Protection legislation during the term of our Agreement in respect of any Personal Data which it processes In addition to CCL s obligations under the Act CCL guarantees that it will not sell or rent any school parent pupil or other community member Personal Data as defined under the Act to any third party for any reason outside the use of its Services CCL may use Your data from time to time to communicate to You any important announcements or changes to the Service by email phone or SMS Should you wish to opt out of such notifications please email CCL at the following address peter may clarioncall co uk CCL privacy policy forms part of this agreement and is incorporated by reference The CCL Policy sets out how CCL stores uses and safeguards Your Personal Data For the avoidance of doubt CCL reserves the right to disclose Your or Your community member s Personal Data to relevant UK regulatory and legal authorities where required to do so 7 Disclaimer and limitation of liability The CCL service is
9. h 8 CCL Intellectual Property and proprietary rights You acknowledge and agree that CCL and its suppliers own all legal right title and interest in the Service including any Intellectual Property rights which subsist in the Services and its related software products and websites whether registered or not CCL s Service web on line content and documentation are protected by Intellectual Property Law Information from CCL s websites and documentation may only be produced with CCL s prior written consent If Our Agreement is terminated for whatever reason You agree to delete or destroy all electronic or paper copies of software computing code and instructions documentation relating to the implementation and or operation of the Service provided to You by CCL In the event that the Service or associated documentation infringes any third party rights CCL will defend and or settle any third party claim that the Service infringes provided always that You promptly notify CCL of any such claim in writing give CCL the sole control of any such action or proceedings and give CCL such assistance as it may reasonably require to settle and or defend such action or proceedings at the cost of CCL In such event CCL shall at its option i procure for You the right to continue to use the Service ii make the Service available without infringing so far as CCL is aware any third party Intellectual Property Rights or iii terminate our Agree
10. including copyright service mark or trade mark vi Use the Service to post or otherwise distribute unauthorised or unsolicited advertising junk bulk email also known as spam Trojans corrupting programs corrupting data or viruses in any way which shall cause or is likely to cause detriment or harm in any degree to CCL or other Service users or which is likely to cause damage to CCL s reputation or business operation or the reputation or business operation of any third party Engage in any activity that disrupts or interferes with the Services and the underlying network and IT infrastructure used to provide them viii Use the Services for business or commercial purposes nor reproduce copy sell distribute trade or otherwise market the Services for any reason without first having obtained CCL s permission in writing to do so ix Publish the information contained on CCL s websites products software etc without first having obtained CCL s written permission x Decompile or reverse engineer the software that CCL uses to provide the Service or provide any information thereon to a third party xi Allow any third party to access decompile or reverse engineer or copy any part of CCL s Services including but not limited to websites software or products for the purposes of developing a competitive Service xii Misuse or Infringe the intellectual property rights of CCL and any third parties when using the S
11. l actions that take place as a result of access to the Service via Your user names pins and passwords It is Your responsibility to ensure the security of Your passwords and pins to maintain their confidentiality and to regularly change them You acknowledge that You are responsible for ensuring that no unauthorised access to the Service is obtained using Your password and pins and that You are liable for all such activities conducted through Your account whether authorised or not It is your responsibility to inform CCL in writing as soon as You become aware that you believe the username password or pin has become known to an unauthorised third party CCL may cancel Your existing username password and pin and issue new ones to You either where i CCL has reason to believe that the security of Your username password and pin has been compromised without Your knowledge ii You have requested either a new username new password or new pin in writing or have notified CCL of a breach of security iii CCL has reasonable grounds to believe that YOU have not in the past or are not currently complying with Our Agreement iv Our Agreement or any part thereof is terminated or suspended 4 CCL License CCL gives You a non assignable and non exclusive license to use the Service and its related software websites and products This license is for the sole purpose of enabling You to use and enjoy the benefit of the Service under the terms of Our Agree
12. le for any breach of Our Agreement which arises because of any circumstances that it cannot reasonably be expected to control including But not limited to Acts of God inclement weather act or omission of Government the regulator or public telephone operators or other competent authority or other party for whom either party is not responsible You agree that no joint venture partnership or employment or agency relationship exists between You and CCL as a result of Our Agreement The Contracts Rights of Third parties Act 1999 does not apply to Our Agreement The GTOS plus the Extended Terms constitute Our entire Agreement relating to the Service and supersede any previous agreements whether written or verbal If any part of the GTOS or extended terms are determined to be legally invalid or unenforceable then the invalid or unenforceable provision shall be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision and the remainder of our Agreement shall continue in effect You acknowledge and agree that You do and have not in the past relied on and shall have no remedy in respect of any statement representation warranty or understanding whether negligently or innocently made of any person whether party to Our Agreement or not other than expressly set out in these GTOS as a warranty Nothing in Our Agreement shall however operate to limit or exclude any liability for fraud O
13. ment You may not assign or grant a sub license of Your rights to use the Service and its software grant a security interest in or over Your rights to use the Service and its software or otherwise transfer any part of the rights to use the Software without CCL s express prior written permission This license is automatically terminated on termination or cancellation of Our Agreement 5 Use of the Service You agree abide by the terms of Our Agreement and to use the Service only for purposes permitted by the GTOS You agree to use Your best endeavours to ensure that all information provided to CCL is accurate and up to date including but not limited to the relevant contact details of members of Your community You and any persons You allow to use the Service are not allowed to i Use the Service for illegal purposes or in breach of any applicable law statutes regulation or code of practice ii Use the Service to send receive distribute upload download publish or post any material which is offensive abusive defamatory indecent obscene harassing or menacing to any other person iii Access the Service or attempt to access the Service through the use of CCL non approved scripts interfaces or other automated means iv Collect and process others personal data except in accordance with applicable data protection law and best practice v Infringe any other person s or organisation s intellectual property rights
14. ment forthwith on written notice to You iv The indemnity above shall not apply to any infringement resulting from a the Use of the Service which does not comply with the uses permitted under Our Agreement b any modification or change to the Service carried out by CCL at Your request c the combination of the Service with any third party product and or service or modification undertaken by You without the prior written consent of CCL Furthermore You agree that nothing in Our Agreement gives You a right to use any of CCL s trade names logos domain names service marks trademarks and other distinctive ClarionCall features You agree not to obscure or hide such marks or features nor create any confusion about the owner or authorised user of such marks or features CCL and its suppliers confirm that under Our Agreement CCL obtains no right title or interest from You or Your community members to any content that You and Your community members post transmit store or display using the Service 9 Indemnity by You You irrevocably agree to indemnify CCL its officers employees and its suppliers fully against and to hold them harmless on demand from all losses costs proceedings damages expenses including reasonable legal and professional costs and expenses or liabilities howsoever incurred by them or their Providers as a result of any claim by a third party resulting form Your use of the Service or use of the Service by anyone o
15. not however be possible to log on to the Service and send messages during this period vi Service updates are carried out on Sundays wherever possible and will generally involve no more than a 20 minute downtime You will be given at least 3 days notice if an update will take more than 20 minutes Updates will not be carried out if CCL is aware of a national or regional incident such as extreme weather conditions or a major security threat 12 Charges and payments CCL will invoice You at the billing address shown on Your original quotation or as You notify CCL in writing from time to time You shall pay all charges due within 30 days of the date of invoice CCL may vary charges for the Service and will give you at least 30 days written notice of any increase in charges If you fail to pay any amount payable under our Agreement CCL may charge You interest on any amounts overdue at the rate of 1 5 one and a half percent per month or part thereof to run from the date for payment until receipt by CCL 13 Termination Our Agreement is automatically renewed on its anniversary unless either party cancels it in advance writing You are entitled to cancel or cease to use the Service at any time and may cancel the use of additional services software or products without impacting your base Service and our Agreement It is important that You are aware that obligations defined in clauses 7 8 and 9 under the GTOS of Our Agreement continue in perpe
16. ther than Your employees who access the Service via Your password in breach or non observance of these terms For the avoidance of doubt this includes but is not limited to i Any claim being made by a third party where such a claim is in whole or in part the direct or indirect result of any act or omission on Your behalf ii You are negligent in default or breach of Our Agreement iii You are in breach of the applicable Data Protection laws iv Any fraud or attempted fraud by You Your employees agents or community members v Any loss of goodwill business or reputation suffered by CCL as a result of Your negligence breach or default of all or part of Our Agreement vi Any content or information created or inputted by You or Your community members 10 Confidentiality You acknowledge and agree that the Services may contain confidential information which is defined as confidential by CCL and that You shall not disclose such information without CCL s prior written permission We agree and undertake during the term of our Agreement and thereafter in perpetuity to keep confidential and not use for its own purposes nor without the prior written permission of the other disclose to any third party any information of a confidential nature including trade secrets and information of commercial value which may become known to that party from the other party confidential information unless the information is public knowledge or
17. these GTOS then you may not use the Service CCL may amend or update these terms from time to time such as when it launches new Services Your continued use of CCL s Services shall constitute Your acceptance of such amended or updated terms Accepting these terms shall form a binding contract between You and CCL and your acceptance shall be deemed to have occurred earlier of Your ordering or using any of the CCL Services CCL s registered address is ClarionCall Limited 78 Ember Lane Esher Surrey KT10 8EN registered number 5025788 2 Definitions Agreement is Our legally binding agreement incorporating these General Terms of Service and any Extended Terms agreed by You Service is any CCL product software service or website including but not limited to CCL s web based service enabling messages to be sent by voice text and or email from You to Your community members including parents guardians pupils staff employees and governors Your approved suppliers and contractors and other organisations such as Parent Teacher Associations specifically authorised by You You will ensure that all the Parties specifically mentioned in this clause as well as any other users accessing and using the CCL Service have first given their permission to You to send voice text or email messages to them or the content of the messages is such that they would not consider the message to be spam or otherwise unsolicited CCL also provides
18. tuity Our Agreement may be terminated by reason of the earliest occurrence of any of the following i By either party giving 30 thirty days written notice to the other If termination or cancellation of our Agreement in whole or in part is without cause then You shall not be entitled to any refund for the current year s Service or credits for any unused texts ii If either party commits any serious breach of its obligations under this Agreement and fails within 30 thirty days of written notice to remedy the same the other party may forthwith by notice in writing terminate the Agreement without prejudice to any other rights which may have accrued to it hereunder iii If either party is unable to pay its debts or enters into compulsory or voluntary liquidation except for the purposes of amalgamation or reconstruction or confirms with or convenes a meeting of its creditors or has a receiver appointed over all or part of its assets or takes any similar action in consequence of a debt or ceases for any reason to carry on its business the other party may forthwith by notice in writing terminate the Agreement iv If either party is required to do so by law v Ifa CCL supplier with whom CCL offered the Services to You has terminated its relationship with CCL or ceased to offer the Service vi If the provision of the Service in CCL s opinion is no longer commercially viable If You fail to comply with the provisions of our Agre
19. ur Agreement including the GTOS and any Extended Terms shall be governed and interpreted in accordance with the law of England and Wales and You and CCL both consent to the non exclusive jurisdiction of the English courts
20. y connections Accordingly CCL will not be liable for any loss of use profits or data or any indirect or special or consequential damages or losses whether such losses or damages arise in contract negligence or tort including without i Your use of reliance upon or inability to use the Service ii The deletion with or without notice or cause of any of Your data or information stored on the service or iii Damage to Your or any third party s computer s from the use of the Service or from any viruses or malware iv Any loss of Your or Your community member s data or material resulting from interruptions or a failure suspension or withdrawal of all or part of the Service at any time or v The removal from the Service of any material sent or posted by You or Your community members on or via the Service and or blocking or suspension of Your access to the Service or any part thereof in accordance with these GTOS vi Nothing in the GTOS shall act to exclude or limit either Your or CCL s liability for death or personal injury fraud or any other liability which many not by applicable law be excluded or limited Without limiting the effect of the provisions of this clause 6 CCL s liability under our Agreement whether arising in negligence breach misrepresentation or otherwise will not exceed the total charges excluding VAT paid by You to CCL in respect of the Services in the twelve month period preceding the date of the breac
Download Pdf Manuals
Related Search