Scholastic Learning Zone & Online Application Terms And Conditions
1.1 The definitions and rules of interpretation in this clause apply in these Conditions.
Application: such elements of a Scholastic online learning software application as the School selects to purchase in an Order from time to time. By way of example, if the School selects to purchase “Scholastic Reading Pro”, then the “Application” shall be taken to include only this element (and not any other element of the Scholastic Learning Zone online learning software applications that the School has not selected in its Order. “Applications” and “Application(s)” shall be interpreted accordingly.
Authorised Users: those Teachers and Students of the School who are authorised by the School to access and use the Application(s), the Documentation and receive the SLZ Services.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 13.5 or clause 13.6.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation in force at the time.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the United Kingdom including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR), the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Documentation: the documents made available to the School by Scholastic via SLZ, the Website or as otherwise notified by Scholastic to the School from time to time, which sets out a description of SLZ, the SLZ Services and the Application(s) and the user instructions for SLZ, the SLZ Services and the Application(s).
Free Trial Term: has the meaning given to it in clause 16.1.1
Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies. Whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the School or an Authorised User relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
Initial Subscription Term: the period of time specified in the Order, commencing on the Subscription Commencement Date.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks 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.
Maximum Cap: the maximum number of Authorised Users to whom the SLZ Services may be provided and that may be granted access to and use of the Application(s) at any one time, as specified in the Order.
Necessary Consent: the express written consent from a Parent, confirming that the Student of whom they are a parent may receive the SLZ Services, use and access SLZ and/or the Application(s) and provide their personal data to Scholastic in order to receive the SLZ Services and use and access SLZ and/or the Application(s).
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Order: the School’s request for the provision of the SLZ Services and access to and use of the Application(s).
Order Effective Date: in respect of each Order, the date specified in clause 2.3.
Parent: a parent or, if applicable, a guardian of a Student.
Permitted Recipients: Scholastic, the School, the employees of each party and any third parties engaged to perform obligations in connection with an Order.
Renewal Term: the period described in clause 16.1.2.
Scholastic: Scholastic Limited incorporated and registered in England and Wales with company number 00701339 whose registered office is at Unit 6, Westfield Road, Southam, England, CV47 0RA.
“Scholastic Group” means in relation to Scholastic, Scholastic, any subsidiary or holding company from time to time of Scholastic, and any subsidiary from time to time of a holding company of Scholastic;
Scholastic Learning Zone (SLZ): the online platform as more particularly described in the Documentation relating to such platform, access to and use of which Scholastic provides to the School as part of the SLZ Services, subject to these Conditions.
School: the learning institution, person or firm to whom Scholastic shall provide the SLZ Services and access to and use of the Application(s) and the Documentation, as specified in the Order.
School Data: the data (including but not limited to personal data) inputted by the School, Authorised Users, or Scholastic on the School’s behalf for the purpose of receiving the SLZ Services, using or accessing the Application(s) and/or facilitating the School’s receipt of the SLZ Services and/or access and use of the Application(s).
School Default: has the meaning given to it in clause 9.7.
School Materials: has the meaning given to it in clause 10.1.7. SLZ Services: the services provided by Scholastic to the School under these Conditions, as specified in Schedule 1.
Student: any Authorised User who currently attends the School as a valid student.
Student Rules of Use: the rules governing Students’ use of SLZ, the SLZ Services and the Application(s), as set out in these Conditions and as otherwise notified by Scholastic to the School from time to time.
Subscription Commencement Date: the date on which the Initial Subscription Term commences, as specified in the Order or as otherwise agreed between the parties in writing.
Subscription Fee: the subscription fee payable by the School to Scholastic in accordance with clause 11, as specified in an Order. Subscription Term: the Initial Subscription Term and any Renewal Term(s) agreed in accordance with clause 16.1.2.
Support Services: has the meaning given to it in paragraph 1.1.2 of Schedule 1.
Teacher: any Authorised User who is currently validly employed by the School as a teacher or a classroom assistant or a school administrator (as applicable).
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term “Vulnerabilities” shall be construed accordingly. Website: the website currently located at the domain name www.scholastic.co.uk or such other domain name as Scholastic may notify to the School in writing from time to time.
1.2.1 A reference to legislation or a legislative provision:
- a) is a reference to it as it is in force as at the Order Effective Date; and
- b) shall include all subordinate legislation made as at the Order Effective Date under that legislation or legislative provision.
1.2.2 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.
1.2.3 A reference to writing or written includes email.
1.2.4 Any reference to:
- a) an “Application”, “Application(s)” or “Applications” shall be deemed to include the Documentation relating to such Application(s); and
- b) “SLZ” or the “SLZ Services” shall be deemed to include the Documentation relating to SLZ or the SLZ Services.
1.2.5 These Conditions are intended to be for the benefit of Scholastic and for each company within the Scholastic Group as if such company was a party to the contract between Scholastic and the School entered into subject to and in accordance with these Conditions.
1.2.6 Without prejudice to any rights which Scholastic may have to do so itself (whether under these Conditions or applicable law), any company within the Scholastic Group may, acting on behalf of Scholastic as its agent and trustee:
- a) exercise any term or condition of these Conditions which confers rights or benefits on Scholastic;
- b) enforce any term or condition of these Conditions which creates obligations owed to Scholastic; and
- c) recover all and any loss and/or damage incurred or suffered by Scholastic, and Scholastic and the School hereby authorise such companies within the Scholastic Group to do all such things. Accordingly, all losses and/or damages incurred or suffered by Scholastic under these Conditions shall be deemed to be the losses and/or damages of any company within the Scholastic Group for the purposes of this clause 1.2.6.
2. BASIS OF CONTRACT
2.1 These Conditions apply to any Order entered into between the parties to the exclusion of any other terms that the School seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 The School may, at any time, submit an Order to Scholastic via the Website, which constitutes an offer by the School to purchase: (i) the SLZ Services; and (ii) access to and use of the Application(s) specified in the Order, in each case in accordance with these Conditions. The School is responsible for ensuring that the information it provides as part of each Order is complete and accurate.
2.3 The School’s Order shall only be deemed to be accepted by Scholastic when Scholastic issues written acceptance and confirmation of the same via email, at which point and on which date a contract shall come into existence between the parties (“Order Effective Date”).
2.4 The School waives any right it might otherwise have to rely on any term endorsed upon, submitted, delivered with or contained in any documents of the School that is inconsistent with these Conditions.
3. PROVISION OF THE SLZ SERVICES AND ACCESS TO & USE OF THE APPLICATION (S)
3.1 Scholastic shall:
3.1.1 in respect of any Order where a Free Trial Term has been agreed in accordance with clause 16.1.1, during such Free Trial Term, provide the SLZ Services and grant access to and use of the relevant Application(s) to the School, on and subject to the terms of these Conditions (with the exception of clause 11); and
3.1.2 in respect of each Order, in consideration of the School’s payment of the Subscription Fee, during the Subscription Term provide the SLZ Services and grant access to and use of the relevant Application(s) to the School, on and subject to the terms of these Conditions.
4. AVAILABILITY OF THE SLZ SERVICES & THE APPLICATION (S)
4.1 Scholastic shall use commercially reasonable endeavours to make the Application(s) available and provide the SLZ Services 24 hours a day, seven days a week, except for:
4.1.1 planned maintenance (provided that Scholastic shall use all reasonable endeavours to continue to provide the SLZ Services during such planned maintenance);
4.1.2 unscheduled maintenance, provided that Scholastic has used reasonable endeavours to give the School notice in advance; and
4.1.3 subject to clauses 4.1.1 and 4.1.2, the Support Services will only be available during Normal Business Hours.
4.2 Where the School experiences any interruption in its ability to access SLZ or otherwise receive the benefit of the SLZ Services and/or access and/or use the Application(s) outside of those circumstances described in clause 4.1, the School shall notify Scholastic in writing as soon as possible.
4.3 Following receipt of notice from the School in accordance with clause 4.2, Scholastic shall take reasonable steps to restore the SLZ Services and/or the School’s ability to access and/or use the relevant Application(s) as soon as practicable. Scholastic shall not be considered to be in breach of its obligations under these Conditions in respect of any such interruption described in clause 4.2 if:
4.3.1 Scholastic complies with its obligations under clause 4.3; or
4.3.2 such interruption is directly or indirectly caused by:
- a) a School Default;
- b) network maintenance on circuits provided by third parties;
- c) an external internet service provider or an internet exchange point;
- d) technical issues with the School’s equipment, facilities or applications including School maintained workstations, LANs, WANs and/or Active Directory servers; and/or
(e) a Force Majeure Event.
5. AUTHORISED USERS & USE OF SLZ & THE APPLICATION (S)
5.1 Subject to the restrictions set out in these Conditions, Scholastic hereby grants to the School a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to receive the benefit of the SLZ Services and use SLZ and the Application(s) during the Subscription Term and, where applicable, any Free Trial Term solely for the School’s internal business and educational operations.
5.2 In relation to the Authorised Users, the School undertakes that:
5.2.1 the maximum number of Authorised Users that it authorises to receive the SLZ Services and access and use the Application(s) shall not exceed the Maximum Cap;
5.2.2 it will not allow or suffer any Authorised User’s password and login details to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to receive the SLZ Services and/or access or use the Application(s);
5.2.3 each Authorised User shall keep a secure password for their use of the SLZ Services and the Application(s) and that each Authorised User shall keep their password confidential;
5.2.4 it shall permit Scholastic or Scholastic’s designated auditor to audit SLZ, the SLZ Services and/or the Application(s) in order to establish the name and password of each Authorised User and the School’s data processing facilities to audit compliance with these Conditions. Each such audit may be conducted no more than once per quarter, with each party bearing its own costs in relation to such audit, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the School’s normal conduct of business; and
5.2.5 if any of the audits referred to in clause 5.2.4 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Scholastic’s other rights, the School shall promptly disable such passwords and Scholastic shall not issue any new passwords to any such individual.
5.3 The School shall not, and shall procure that its Authorised Users shall not, seek to access, store, distribute or transmit any Viruses or any content or materials during the course of its receipt of the SLZ Services and/or use of SLZ and/or the Application(s) that:
5.3.1 are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
5.3.2 infringe any third party Intellectual Property Rights;
5.3.3 facilitate illegal activity;
5.3.4 depict sexually explicit images;
5.3.5 promote unlawful violence;
5.3.6 are discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
5.3.7 are otherwise illegal or cause damage or injury to any person or property.
5.4 The School shall monitor its Authorised Users’ use of SLZ, the SLZ Services and the Application(s) in order to ensure the School’s and its Authorised Users’ compliance with clause 5.3 and shall promptly remove from SLZ, the SLZ Services and/or the Application(s) any Viruses or any content or materials which it considers fails to comply with clause 5.3.
5.5 Scholastic reserves the right, without liability or prejudice to its other rights to the School, to:
5.5.1 remove from SLZ, the SLZ Services and/or the Application(s) any Viruses or any content or materials which it considers fails to comply with clause 5.3; and/or
5.5.2 suspend the provision of the SLZ Services and/or disable the School’s or any Authorised User’s access to SLZ and/or the Application(s) as a result of the School’s or it Authorised Users’ breach of the provisions of clause 5.3.
5.6 The School shall not, and shall procure that its Authorised Users shall not:
5.6.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Order:
- a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of SLZ, the SLZ Services, the Application(s) and/or Documentation (as applicable) in any form or media or by any means; or
- b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of SLZ, the SLZ Services and/or the Application(s); or
5.6.2 use SLZ, the SLZ Services and/or any of the Application(s) for or in connection with any spidering, screen scraping, database scraping or harvesting of e-mail addresses or other personal data; or
5.6.3 remove or alter any proprietary rights notices on SLZ, the SLZ Services, the Application(s) and/or any of the Documentation; or
5.6.4 without Scholastic’s consent, disclose to any third party any software or any code, information or materials contained or related to SLZ, the SLZ Services and/or the Application(s), license keys, analysis or performance information, results of SLZ, the SLZ Services and/or Application(s) performance benchmarks or relating documentation; or
5.6.5 access all or any part of SLZ, the SLZ Services and/or the Application(s) in order to build a product or service which competes with SLZ, the SLZ Services, the Application(s) and/or the Documentation; or
5.6.6 use SLZ, the SLZ Services and/or the Application(s) to provide products or services to third parties other than as permitted in the Documentation; or
5.6.7 subject to clause 18.6, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make SLZ, the SLZ Services and/or the Application(s) available to any third party except the Authorised Users, or
5.6.8 attempt to obtain, or assist third parties in obtaining, access to SLZ, the SLZ Services and/or the Application(s), other than as provided under this clause 5; or
5.6.9 introduce or permit the introduction of, any Virus or Vulnerability into Scholastic’s network and information systems.
5.7 The School shall use all reasonable endeavours to prevent any unauthorised access to, or use of, SLZ, the SLZ Services and/or the Application(s) and, in the event of any such unauthorised access or use, promptly notify Scholastic.
5.8 The rights provided under this clause 5 are granted to the School only, and shall not be considered granted to any subsidiary or holding company of the School.
5.10 In respect of Teachers, the School warrants, represents and undertakes that:
5.10.1 each Teacher that uses and/or has access to SLZ, the SLZ Services and/or the Application(s) shall be a legitimate teacher employed exclusively by the School;
5.10.3 it shall procure that Teachers shall only create an individual account, username and password for Students whose Parent has provided the Necessary Consent. Students
5.11 In respect of Students, the School warrants, represents and undertakes that it shall:
5.11.1 procure that all Students shall agree to comply with the Student Rules of Use;
5.11.2 not, unless the School has received the Necessary Consent from the Parent of such Student, allow any Student to:
- a) use SLZ, the SLZ Services and/or the Application(s); and/or
- b) provide any personal data to Scholastic via SLZ and/or the Application(s); and
5.11.3 promptly produce evidence of all Necessary Consents to Scholastic upon request.
6. ADDITIONAL AUTHORISED USERS
6.1 Subject to clauses 6.2 and 6.3, the School may, from time to time during any Subscription Term, increase the Maximum Cap and Scholastic shall provide the SLZ Services and grant access to and use of the Application(s) to such additional Authorised Users in accordance with the provisions of these Conditions.
6.2 If the School wishes to increase the Maximum Cap, the School shall notify Scholastic in writing. Scholastic shall evaluate such request for additional Authorised Users and respond to the School with approval or rejection of the request (such approval not to be unreasonably withheld). Where Scholastic approves the request, Scholastic shall activate the increase to the Maximum Cap within two (2) working days of its approval of the School’s request.
6.3 If Scholastic approves the School’s request to increase the Maximum Cap, the School shall, within thirty (30) days of the date of Scholastic’s invoice, pay to Scholastic the relevant Subscription Fee for such additional Authorised Users and, if Scholastic approves such additional Authorised Users part way through the Initial Subscription Term or any Renewal Term (as applicable), such Subscription Fee shall be pro-rated from the date of activation by Scholastic for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
7. DATA PROTECTION
7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Data Protection Legislation.
7.2 The parties have determined that, for the purposes of the Data Protection Legislation, Scholastic shall act as processor of the personal data which the School and/or its Authorised Users discloses to Scholastic or makes available to Scholastic through the receipt of the SLZ Services and/or use of SLZ and/or the Application(s).
7.3 Should the determination in clause 7.2 change, the parties shall use all reasonable endeavours make any changes that are necessary to this clause 7.
7.4 Without prejudice to clause 7.1, the School will ensure that it has all necessary appropriate notices, consents and permissions (including but not limited to Necessary Consents) in place to enable lawful transfer of any personal data to Scholastic and lawful collection of the same by Scholastic for the duration and purposes of each Order.
7.5 Without prejudice to clause 7.1, Scholastic shall, in relation to any School Data which constitutes personal data provided by the School or by an Authorised User:
7.5.1 process that personal data only on the documented instructions of the School, which shall be to process that Personal Data for the purposes set out in the Scholastic’s applicable privacy policies, unless Scholastic is required by applicable laws to otherwise process that personal data. Where Scholastic is relying on applicable laws as the basis for processing that personal data, Scholastic shall notify the School of this before performing the processing required by the applicable laws unless those applicable laws prohibit Scholastic from so notifying the School on important grounds of public interest. Scholastic shall inform the School if, in its opinion, the instructions of the School infringe Data Protection Legislation;
7.5.2 implement technical and organisational measures to protect against unauthorised or unlawful processing of that personal data and against accidental loss or destruction of, or damage to, that personal data, which are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
7.5.3 ensure that any personnel engaged and authorised by Scholastic to process that personal data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
7.5.4 assist the School insofar as this is possible (taking into account the nature of the processing and the information available to Scholastic), and at the School’s cost and written request, in responding to any request from a data subject and in ensuring the School’s compliance with its obligations under Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
7.5.5 notify the School without undue delay on becoming aware of a personal data breach involving that personal data;
7.5.6 at the written direction of the School, delete or return the relevant personal data and copies thereof to the School on termination of an Order, unless Scholastic is required to continue to process that personal data to continue to provide to the School and its Authorised Users the SLZ Services and/or access to and use of the Application(s) subject to any other Order existing between the parties or by applicable law. For the purposes of this clause 7.5.6, such personal data shall be considered deleted where it is put beyond further use by Scholastic; and
7.5.7 maintain records to demonstrate its compliance with this clause 7.
7.6 The School provides its prior, general authorisation for Scholastic to appoint processors to process any personal data, provided that Scholastic shall:
7.6.1 ensure that the terms on which it appoints such processors comply with Data Protection Legislation, and are consistent with the obligations imposed on Scholastic in this clause 7;
7.6.2 remain responsible for the acts and omission of any such processor as if they were the acts and omissions of Scholastic; and
7.6.3 inform the School of any intended changes concerning the addition or replacement of the processors, thereby giving the School the opportunity to object to such changes provided that if the School objects to the changes and cannot demonstrate, to Scholastic’s reasonable satisfaction, that the objection is due to an actual or likely breach of Data Protection Legislation, the School shall indemnify Scholastic for any losses, damages, costs (including legal fees) and expenses suffered by Scholastic in accommodating the objection.
7.7 The School provides its prior, general authorisation for Scholastic to transfer personal data outside of the UK as required for the purposes of processing that personal data under these Conditions, provided that Scholastic shall ensure that all such transfers are effected in accordance with Data Protection Legislation. For these purposes, the School shall promptly comply with any reasonable request of Scholastic, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Information Commissioner’s Office from time to time (where the UK GDPR applies to the transfer).
7.8 Either party may, at any time on not less than thirty (30) days’ notice, revise this clause 7 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme.
7.9 Scholastic’s liability for losses arising from breaches of this clause 7 is as set out in clause 15.
8. THIRD PARTY PROVIDERS
8.2 The School acknowledges that it will require access to the internet in order to access and use SLZ, the SLZ Services and the Application(s) and such use of or connection to the internet provides the opportunity for unauthorized third parties to attempt to illegally receive the benefit of the SLZ Services and/or gain access to SLZ, the Application(s) and/or School Materials. Accordingly, Scholastic cannot and does not guarantee the privacy, security or authenticity of any School Materials and any other information or materials so transmitted over or stored in SLZ and any other system connected to the internet.
9. SCHOLASTIC’S OBLIGATIONS
9.1 Scholastic undertakes that the SLZ Services and the Application(s) will be made available and function substantially in accordance with these Conditions and the Documentation.
9.2 The undertaking at clause 9.1 shall not apply to the extent of any non-conformance which is caused by use of SLZ, the SLZ Services and/or the Application(s) contrary to Scholastic’s instructions, or modification or alteration of SLZ, the SLZ Services and/or the Application(s) by any party other than Scholastic or Scholastic’s duly authorised contractors or agents.
9.3.1 does not warrant that:
- a) the School’s receipt of the SLZ Services and/or use of SLZ and/or the Application(s) will be uninterrupted or error-free;
- b) the SLZ Services and/or the Application(s) will meet the School’s requirements;
- c) the SLZ Services and/or the Application(s) will be free from Vulnerabilities or Viruses; or
- d) the SLZ Services and/or the Application(s) will comply with any Heightened Cybersecurity Requirements.
9.3.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the School acknowledges that the SLZ, SLZ Services and/or the Application(s) may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
9.4 Scholastic shall not be prevented from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Conditions.
9.5 Scholastic warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Conditions.
9.6 Scholastic shall follow its archiving procedures for School Data, a summary of which Scholastic shall provide to the School upon request. In the event of any loss or damage to School Data, the School’s sole and exclusive remedy against Scholastic shall be for Scholastic to use reasonable commercial endeavours to restore the lost or damaged School Data from the latest back-up of such School Data maintained by Scholastic in accordance with its archiving procedures. Scholastic shall not be responsible for any loss, destruction, alteration or disclosure of School Data caused by any third party (except those third parties sub-contracted by Scholastic to perform services related to School Data maintenance and back-up for which it shall remain fully liable).
9.7 If Scholastic’s performance of any of its obligations under these Conditions and/or any Order agreed between the parties is prevented or delayed by any act or omission of the School (and/or any of its Authorised Users) (“School Default”) Scholastic shall:
9.7.1 not be in breach of the under these Conditions and/or any Order agreed between the parties;
9.7.2 not be responsible for any injury, loss, damage, cost or expense suffered by the School and/or any Authorised User if and to the extent that it is caused by such School Default;
9.7.3 be entitled to an extension of any affected time for performance of its relevant obligations under these Conditions and/or any Order agreed between the parties; and
9.7.4 be entitled to charge for any additional charges, expenses and costs arising from such School Default and the School shall compensate Scholastic for the same.
9.8 Scholastic shall have no obligation to monitor School Data, School Materials or any other content uploaded to SLZ by the School, but Scholastic reserves the right to do so.
10. SCHOOL’S OBLIGATIONS
10.1 The School shall:
10.1.1 provide Scholastic with:
- a) all necessary co-operation in relation to each Order and these Conditions; and
- b) all necessary access to such information as may be required by Scholastic; in order for Scholastic to provide the SLZ Services and access to and use of SLZ and the Application(s), including but not limited to School Data, security access information and configuration services;
10.1.2 without affecting its other obligations under these Conditions, comply with all applicable laws and regulations with respect to its activities under each Order;
10.1.3 carry out all other School responsibilities set out in these Conditions in a timely and efficient manner. In the event of any delays in the School’s provision of such assistance as agreed by the parties, Scholastic may adjust any agreed timetable or delivery schedule as reasonably necessary;
10.1.4 ensure that the Authorised Users use SLZ, the SLZ Services and the Application(s) in accordance with these Conditions and shall be responsible for any Authorised User’s breach of these Conditions;
10.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for Scholastic, its contractors and agents to perform their obligations under these Conditions, including without limitation the provision of the SLZ Services and access to and use of SLZ and the Application(s);
10.1.6 ensure that its network and systems comply with the relevant technical, network and hardware specifications provided by Scholastic from time to time;
10.1.7 provide School-side computers, equipment, internet connections, software, other system requirements and all other materials (“School Materials”) and ensure that all such School Materials are in good condition and of reasonable quality.
10.1.8 be, to the extent permitted by law and except as otherwise expressly provided in these Conditions, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Scholastic’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the School’s network connections or telecommunications links or caused by the internet.
10.2 The School shall own all right, title and interest in and to all of the School Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such School Data.
10.3 If the School transfers School Data to Scholastic outside of SLZ, the School shall use a secure conduit such as, by way of example, HTTPS.
11. CHARGES AND PAYMENT
11.1 In respect of each Order agreed between the parties under these Conditions, the School shall pay the Subscription Fee to Scholastic in accordance with this clause 11. For the avoidance of doubt, the School shall not be required to pay the Subscription Fee or any other fees for the SLZ Services and/or its use of the Application(s) during any Free Trial Term.
11.2 The School shall, prior to the Subscription Commencement Date under each Order provide to Scholastic valid, up-to-date and complete credit card details or approved purchase order information acceptable to Scholastic and any other relevant valid, up-to-date and complete contact and billing details and, if the School provides:
11.2.1 its credit card details to Scholastic, the School hereby authorises Scholastic to bill such credit card:
- a) on the Subscription Commencement Date (and on an annual basis thereafter where the Initial Subscription Term is longer than twelve (12) months) for the Subscription Fee(s) payable during the Initial Subscription Term; and
- b) subject to clause 16.1.2, on the commencement of each Renewal Term (and on an annual basis thereafter where the Renewal Term is longer than twelve (12) months) for the Subscription Fee(s) payable in respect of that Renewal Term; or
11.2.2 its approved purchase order information to Scholastic, Scholastic shall invoice the School:
- a) on the Subscription Commencement Date (and on an annual basis thereafter where the Initial Subscription Term is longer than twelve (12) months) for the Subscription Fee(s) payable during the Initial Subscription Term; and
- b) subject to clause 16.1.2, on the commencement of each Renewal Term (and on an annual basis thereafter where the Renewal Term is longer than twelve (12) months) for the Subscription Fee(s) payable in respect of that Renewal Term, and the School shall pay each invoice immediately upon receipt of such invoice.
11.3 If Scholastic has not received payment within thirty (30) days after the School’s receipt of any invoice, and without prejudice to any other rights and remedies of Scholastic:
11.3.1 Scholastic may, without liability to the School, suspend the SLZ Services and/or disable the School’s password, account and access to all or part of SLZ and/or the Application(s) and Scholastic shall be under no obligation to provide the SLZ Services and/or access to any or all of SLZ and/or the Application(s) while the invoice(s) concerned remain unpaid; and
11.3.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Scholastic’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
11.4 All amounts and fees stated or referred to in each Order:
11.4.1 shall be payable in pounds sterling;
11.4.2 are non-cancellable and non-refundable;
11.4.3 are exclusive of value added tax, which shall be added to Scholastic’s invoice(s) at the appropriate rate.
11.5 Scholastic shall be entitled to increase the Subscription Fee no more than once during the Initial Subscription Term and no more than once during each subsequent Renewal Term (if applicable) on prior notice to the School, such increase to take effect, subject to clause 16.1.2, at the commencement of the next Renewal Term.
12. PROPRIETARY RIGHTS
12.1 The School acknowledges and agrees that Scholastic and/or its licensors own all Intellectual Property Rights in SLZ, the SLZ Services, the Application(s) and/or the Documentation. Except as expressly stated herein, these Conditions do not grant the School any rights to, under or in, any Intellectual Property Rights or any other rights or licences in respect of SLZ, the SLZ Services, the Application(s) and/or the Documentation.
12.2 Scholastic confirms that it has all the rights in relation to the SLZ, the SLZ Services, the Application(s) and/or the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, these Conditions.
13.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Conditions and/or any Order agreed between the parties. A party’s Confidential Information shall not be deemed to include information that:
13.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
13.1.2 was in the other party’s lawful possession before the disclosure;
13.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
13.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.
13.2 Subject to clause 13.4 and clause 13.6, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of each Order under these Conditions.
13.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Conditions.
13.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 13.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
13.5 The School acknowledges that details of SLZ, the SLZ Services and the Application(s) constitute Scholastic’s Confidential Information.
13.6 The parties acknowledge that, subject to clause 13.1, the School Data is the Confidential Information of the School, provided that Scholastic may use School Data for its own internal purposes to better understand the School’s use of SLZ, the SLZ Services and the Application(s); and
13.7 The parties agree and acknowledge that Scholastic shall be permitted to:
13.7.1 make public announcements concerning any Order agreed between the parties under these Conditions;
13.7.2 refer to the School as a client of Scholastic in its promotional and marketing material and on its Website; and/or
13.7.3 use the School’s trademarks and/or logos in its promotional and marketing material and on its website in order to refer to the School as a client of Scholastic.
13.8 The above provisions of this clause 13 shall survive termination of any Order, however arising.
14.1 The School shall defend, indemnify and hold harmless Scholastic against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the School’s use of SLZ, the SLZ Services, the Application(s) and/or the Documentation, provided that:
14.1.1 the School is given prompt notice of any such claim;
14.1.2 Scholastic provides reasonable co-operation to the School in the defence and settlement of such claim, at the School’s expense; and
14.1.3 the School is given sole authority to defend or settle the claim.
15. LIMITATION OF LIABILITY
15.1 Except as expressly and specifically provided in these Conditions and/or any Order:
15.1.1 the School assumes sole responsibility for results and/or information obtained from the use of SLZ, the SLZ Services, the Application(s) and/or the Documentation by the School, and for conclusions drawn from such use. Scholastic shall have no liability for any damage caused by errors or omissions in any School Data or School Materials, information provided to Scholastic by the School in connection with SLZ, the SLZ Services, the Application(s) and/or the Documentation, or any actions taken by Scholastic at the School’s direction;
15.1.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Conditions; and
15.1.3 SLZ, the SLZ Services, the Application(s) and the Documentation are provided to the School on an “as is” basis.
15.2 Nothing in these Conditions excludes the liability of Scholastic:
15.2.1 for death or personal injury caused by Scholastic’s negligence; or
15.2.2 for fraud or fraudulent misrepresentation.
15.3 Subject to clause 15.1 and clause 15.2:
15.3.1 Scholastic shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under any Order or these Conditions;
15.3.2 Scholastic’s total aggregate liability to the School, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with:
- a) an Order, shall be limited to the total Subscription Fee paid by the School in respect of that Order during the twelve (12) months immediately preceding the date on which the claim arose;
- b) any other loss or damage, shall be limited to the total Subscription Fees paid by the School during the twelve (12) months immediately preceding the date on which the claim arose.
16. TERM AND TERMINATION
16.1 Each Order shall, unless otherwise terminated as provided in this clause 16 or otherwise under these Conditions, commence on the Order Effective Date and:
16.1.1 where the parties have, prior to the Order Effective Date, agreed in writing that Scholastic shall provide the School with the SLZ Services and the Application(s) free of charge for a specified period of time (such period to be agreed in writing between the parties) (“Free Trial Term”), the Order shall continue for the Free Trial Term until the expiry of such Free Trial Term, at which point the Order shall terminate automatically unless:
- a) an Initial Subscription Term is agreed in writing between the parties prior to the expiry of the Free Trial Term, in which case the Order shall continue in accordance with clause 16.1.2; or
- b) either party terminates the Order on written notice to the other party at any time, in which case the Order shall terminate immediately.
- a) no Free Trial Term has been agreed between the parties; or
- b) the parties have agreed an Initial Subscription Term in accordance with clause 16.1.1(a),
the Order shall continue for the Initial Subscription Term until the expiry of such Initial Subscription Term, at which point the Order shall terminate automatically unless, no later than before the end of the Initial Subscription Term (or any Renewal Term agreed under this clause), the parties agree in writing that the Subscription Term shall be extended for a further period of time (such period to be agreed in writing between the parties) (“Renewal Term”). Unless it is further extended under this clause or terminated earlier in accordance with clause 16, the Order shall terminate automatically without notice at the end of the Renewal Term.
16.2 Without affecting any other right or remedy available to it, either party may terminate an Order with immediate effect by giving written notice to the other party if:
16.2.1 the other party fails to pay any amount due under the Order on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment;
16.2.2 the other party commits a material breach of any other term of the Order and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
16.2.3 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
16.2.4 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
16.2.5 the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Order is in jeopardy.
16.3 Without affecting any other right or remedy available to it, either party may terminate an Order for convenience by giving written notice to the other party, in which case the Order shall terminate immediately.
16.4 Where either party exercises its right to terminate an Order for convenience in accordance with clause 16.3, Scholastic shall repay to the School a pro rata proportion of any Subscription Fee paid in advance by the School in respect of any proportion of the Subscription Term remaining as at the date of effective termination of the Order.
16.5 On termination of an Order for any reason:
16.5.1 all licences granted under the Order shall immediately terminate and the School shall immediately cease all use of the Application(s) and the Documentation relating to that Order;
16.5.2 Scholastic will cease to provide the SLZ Services in respect of that Order;
16.5.3 any other Orders existing between the parties as at the date of termination will remain unaffected by such termination and Scholastic shall continue to provide the SLZ Services to the School and grant the School and its Authorised Users the rights to use and access the Application(s) and/or the Documentation in respect of all such other Orders;
16.5.4 each party shall return and make no further use of any equipment, property, Documentation, in the case of the School, the School Materials and other items (and all copies of them) belonging to the other party;
16.5.5 Scholastic may destroy or otherwise dispose of any of the personal data in its possession relating specifically to that Order unless Scholastic receives, no later than ten (10) days after the effective date of the termination of the Order, a written request for the delivery to the School of the then most recent back-up of such personal data. Scholastic shall use reasonable commercial endeavours to deliver the back-up to the School within thirty (30) days of its receipt of such a written request, provided that the School has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The School shall pay all reasonable expenses incurred by Scholastic in returning or disposing of such personal data; and
16.5.6 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Conditions and/or any Order agreed between the parties which existed at or before the date of termination shall not be affected or prejudiced.
17. FORCE MAJEURE
17.1 Scholastic shall have no liability to the School under these Conditions and/or any Order if it is prevented from or delayed in performing its obligations under these Conditions and/or any Order, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Scholastic or any other party), failure of a utility service or transport or telecommunications network, flood, drought, earthquake or other natural disaster, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors (“Force Majeure Event”).
18. OTHER TERMS
18.1 Variation: No variation of these Conditions and/or any Order shall be effective unless it is in writing and signed by the parties (or their authorised representatives), provided that Scholastic has the right to amend any part of SLZ, the SLZ Services and/or the Application(s) (including any technical specifications of the same) at any time at Scholastic’s sole discretion, provided that this does not cause material detriment to SLZ, the SLZ Services and/or the Application(s) and/or materially impair the functionality of SLZ, the SLZ Services and/or the Application(s).
18.2 Waiver: No failure or delay by a party to exercise any right or remedy provided under these Conditions, any Order or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
18.3 Rights and Remedies: Except as expressly provided in these Conditions and/or any Order, the rights and remedies provided under these Conditions and/or any Order are in addition to, and not exclusive of, any rights or remedies provided by law.
18.4.1 If any provision or part-provision of an Order and/or these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of that Order and/or these Conditions.
18.4.2 If any provision or part-provision of an Order and/or these Conditions is deemed deleted under clause 18.4.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
18.5 Entire Agreement:
18.5.1 Each Order is subject to these Conditions and 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 the subject matter of such Order.
18.5.2 Each party acknowledges that in entering into an Order 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 that Order and/or these Conditions.
18.5.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Order and/or these Conditions.
18.6 Assignment & Other Dealings:
18.6.1 The School shall not, without the prior written consent of Scholastic, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Conditions and/or any Order entered into under such Conditions.
18.6.2 Scholastic may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Conditions and/or any Order entered into under such Conditions.
18.7 No Partnership or Agency: Nothing in these Conditions is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
18.8 Third Party Rights: Subject to clauses 1.2.5 and 1.2.6 and unless it expressly states otherwise, these Conditions and any Order agreed between the parties under such Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Conditions and/or any Order agreed between the parties under such Conditions.
18.9.1 Any notice or other communication given to a party under or in connection with any Order shall be in writing and shall be delivered:
- a) by hand or by pre-paid first-class post or other next working day delivery service at, in the case of Scholastic, its registered address and, in the case of the School, the address specified in the Order; or
- b) by email to, in the case of Scholastic, firstname.lastname@example.org and, in the case of the School, the email address specified in the Order.
18.9.2 Any notice or communication shall be deemed to have been received:
- a) if delivered by hand, at the time the notice is left at the proper address;
- b) 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
- c) if sent by email at the time of transmission, or, if this time falls outside Normal Business Hours in the place of receipt, when Normal Business Hours resume.
18.9.3 This clause 18.9 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.
18.10 Governing Law & Jurisdiction: These Conditions, each Order agreed between the parties under such Conditions, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the same or their subject matter or formation 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 (including non-contractual disputes or claims) arising out of or in connection with these Conditions, each Order agreed between the parties under such Conditions or their subject matter or formation.
SCHEDULE 1 SLZ SERVICES
1. In providing the SLZ Services to the School, Scholastic shall:
1.1 provide the School with access to SLZ, which will give the School and its Authorised Users the ability to access, through online means, the Application(s) and School Materials and related materials, facilities and services;
1.2 provide the School with technical support services in respect of SLZ and the Application(s) via the login screen as well as the “Help” page on SLZ (“Support Services”);
1.3 set up and configure the Application(s) on SLZ in accordance with any timeframes mutually agreed between the parties;
1.4 host the Application(s) and any School Materials used in conjunction with the Application(s) on SLZ;
1.5 subject to clauses 10.1.7 and 10.1.8, provide all hardware, software, telecommunication services and other items necessary for the proper operation and hosting of the Application(s) and School Materials on SLZ;
1.6 maintain SLZ with a reputable third party internet service provider, which shall be required to have in place commercially reasonable security precautions designed to prevent unauthorized access to SLZ;
1.7 provide for all School Data to be encrypted when transmitted to Scholastic via SLZ as part of any Order; and
1.8 conduct regular maintenance of SLZ and the Application(s).
Effective Date: 22 September, 2022