Terms & Conditions v.1.0.4

1. You represent and warrant that you have all necessary capacity and authority to enter into our Agreement on behalf of the Partner (School, You) as a legally binding contract with the Provider (We, Us) in all applicable jurisdictions. If you do not have such capacity or authority or do not wish to accept this Agreement on behalf of the Partner, please do not proceed to request the provision of Services or Products.
2. Words and expressions used in this document shall have the meaning ascribed to them in the General Terms and Conditions.
3. In the event of any conflict in respect of the provisions of the Agreement, the terms of this Form shall prevail.

An end-user license agreement or EULA

• The resources contained within Eliza can be viewed, downloaded, printed, altered, and distributed freely within your organisation for the duration of your subscription or trial period.
• If the subscription period lapses, the resources stored locally must be permanently deleted to NCSC standards, including derivatives. Any hard copies of the resources must be destroyed by DIN1 (minimum) standards.

General Terms and Conditions

Interpretation and Definitions

The following definitions and rules of interpretation apply in this Agreement:

1. Acceptable Use Policy: the Provider’s policy on acceptable use of the Services available at elizaeducation.com and as updated by the Provider from time to time.
2. Additional Product Charges: the fees for the Additional Products as detailed in an Order Form.
3. Additional Products: the Provider’s environmental assessment and educational materials and other products purchased separately to the Subscribed Services, as set out in Order Form.
4. Agreement: these General Terms and Conditions and the Order Form.
5. Authorised User: the Partner’s employees, agents, independent contractors or other individuals authorised by the Partner to access and use the Services.
6. Charges: the fees for the Services and Products as detailed in an Order Form or a Renewal Charges Variation Notice, including the Subscription Charges and the Additional Product Charges.
7. Commencement Date: the date on which the Provider receives full payment for the Subscribed Services from the Partner, or the date when the Platform is available for use by the Partner, whichever is earlier.
8. Confidential Information: all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party’s Representatives in connection with this Agreement, including:
   • The terms of this Agreement
   • Any information that would be regarded as confidential by a reasonable business person relating to: (i) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party (ii) the operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party
   • Any information or analysis derived from Confidential Information

Confidential Information shall exclude information which is: (a) generally available to the public (other than as a result of breach of confidentiality obligations) (b) available or which comes available to the receiving party on a non-confidential basis before disclosure (c) independently developed without access to such Confidential Information

9. Controller: as defined in the applicable Data Protection Laws.
10. Partner Marks: logos (or other brand identity), trademarks or trade names provided by or used by the Partner.
11. Partner Materials: any materials, data, text, graphics, videos, photos, designs, domain names, documentation, processes and procedures, information, programs or any other content supplied by (or on behalf of) the Partner or Authorised Users to the Provider in connection with this Agreement.
12. Data Protection Laws: as applicable and binding on the parties or Services: (a) in the United Kingdom: (i) the Data Protection Act 2018 or (ii) the UK General Data Protection Regulation (Retained Regulation 2016/679) and the Privacy and Electronic Communication Directive (Directive 2002/58/EC) and national legislation replacing, implementing or supplementing such legislation in the United Kingdom (b) in member states of the European Union: the General Data Protection Regulation (Regulation 2016/679) and all relevant member state laws or regulations giving effect to or corresponding with any of them
13. Data Subject: as defined in the applicable Data Protection Laws.
14. Disclosing Party: a party to this Agreement which discloses or makes available directly or indirectly Confidential Information.
15. Force Majeure Event: any event outside the reasonable control of either party affecting its performance of its obligations under this Agreement arising from acts, events, omissions, happenings or non-happenings beyond its reasonable control, including acts of God, riots, war or armed conflict, acts of terrorism, acts of government, local government or regulatory bodies, fire, flood, storm or earthquake, disaster or any action taken by a third party in relation to any third party software.
16. Included Products: the Provider’s environmental assessment and educational materials and other products included with the Subscribed Services, as set out in Order Form.
17. Initial Term: the initial subscription duration set out in the Order Form, commencing on the Commencement Date, unless terminated earlier in accordance with this Agreement.
18. Intellectual Property Rights: patents, utility models, rights to inventions, copyright (including source code) and neighbouring and related 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 that subsist or will subsist now or in the future in any part of the world.
19. Losses: all losses, liabilities, costs, expenses and damages.
20. Personal Data: as defined in the applicable Data Protection Laws.
21. Personal Data Breach: as defined in the applicable Data Protection Laws.
22. Platform: the Provider’s proprietary cloud-hosted environmental assessment platform at app.elizaeducation.com any associated webpage made available to the Partner in accordance with the terms of this Agreement.
23. Processor: as defined in the applicable Data Protection Laws.
24. Products: the Included Products and Additional Products as detailed in the Order Form.
25. Protected Data: Personal Data received from or on behalf of the Partner in relation to the Provider’s performance of the Services under this Agreement.
26. Public Networks: a public communications network established and operated by a telecommunications provider, including the internet, wireless and mobile technologies.
27. Renewal Charges Variation Notice: has the meaning set out in Clause 9.7.
28. Renewal Term: has the meaning set out in Clause 19.2.
29. Representatives: employees, workers, agents, officers, advisers and other representatives of that party including in the case of the Partner, the Authorised Users.
30. Services: the Subscribed Services and Support Services as detailed in the Order Form.
31. Site: the Provider’s website available at elizaeducation.com
32. Sub-Processor: another Processor engaged by the Provider for carrying out processing activities in respect of the Personal Data processed in relation to this Agreement on behalf of the Partner. The latest version of the list of Sub-Processors used by the Provider is available at elizaeducation.com
33. Subscribed Services: the Partner’s subscription to use the Provider’s Platform and Environmental Assessment Materials during the Term, as described in the Order Form.
34. Subscription Charges: the fees for the Subscribed Services, Support Services and Included Products as detailed in an Order Form or a Renewal Charges Variation Notice.
35. Provider Materials: any Environmental Assessment Materials, materials, designs, logos (or other brand identity), domain names, documentation, processes and procedures, information, programs, software and codes supplied by the Provider to the Partner through the delivery of the Services and Products or otherwise.
36. Support Services: as set out in the Order Form.
37. Environmental Assessment Materials: the environmental assessment and educational materials (or, where relevant, any part of them) provided by the Provider to the Partner as part of the Subscribed Services in accordance with the terms of this Agreement.
38. Term: the Initial Term together with any further Renewal Term(s).
39. Working Days: a day other than a Saturday or Sunday or bank or public holiday in England.