The definitions and rules of interpretation in this clause apply in these Terms & Conditions.
Affiliate: in relation to a party, a person who is, from time to time, a subsidiary or holding company of that party, or is a subsidiary of that party's holding company.
Business Day: a day other than a Saturday, Sunday or a public holiday in England.
Commencement Date: the date after the Fee is paid which the School decides is the date it wishes to start the annual subscription, or the date at which the Onboarding Process begins - whichever is sooner.
Onboarding Process: the steps to get a School set up and using the Unifrog system. It normally starts with a call or meeting during which a Unifrog member of staff discusses with a relevant School member or members of staff how the School's students and staff will be added to the Unifrog system, and how the Unifrog system will be used by the School. It is important for the School to follow Unifrog's best practice for the Onboarding Process in order for the School to use the Unifrog system appropriately.
Confidential Information: all confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives or advisers (together, its Representatives) to the other party and that party's Representatives in connection with the Service Package provided pursuant to these Terms & Conditions, concerning:
the provisions of these Terms & Conditions;
- any information that would be regarded as confidential by a reasonable business person relating to:
- the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs) other than information provided by the School to Unifrog for the purposes of collating the Results which is made available to other users of the Unifrog Website, such information shall be deemed to be made on a non-confidential basis; and
- the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs);
- any information developed by the parties in the course of carrying out these Terms & Conditions; It does not include information that:
- was known to the receiving party before the information was disclosed to it by the disclosing party;
- the parties agree in writing is not confidential or may be disclosed;
- is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
- was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; or
- was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party.
Databases: any and all databases or collated information arranged in a systematic form, compiled from the Information and/or Results in an anonymised form.
Data controller, data processor, data subject, personal data, processing and special categories of personal data: have the respective meanings given to them in applicable Data Protection Laws from time to time (and related expressions, including process, processed and processes shall be construed accordingly).
Data Protection Laws: the General Data Protection Regulation (EU) 2016/679 (GDPR), the Data Protection Act 2018 (DPA 2018) and any other applicable law or regulation relating to the processing of personal data and to privacy, as such legislation shall be amended, revised or replaced from time to time.
Fee: the sum set out and payable in accordance with clause 4.
Force Majeure Event: any event affecting the performance of any provision of these Terms & Conditions arising from or attributable to acts, events, omissions, or accidents which are beyond the reasonable control of a party including any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic or other natural physical disaster, transport, disruptions, failure or shortage of power supplies, war, military operations, riot, crowd disorder, strike, lock-outs or other industrial action, terrorist action, civil commotion and any legislation, regulations, ruling or omission of any relevant government, court, competent national authority or governing body.
Holding company and subsidiary: a "holding company" and "subsidiary" as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) its nominee.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, performer's property rights, rights in computer software, database right, topography rights, rights in Confidential Information and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, these rights, and all similar or equivalent rights or forms of protection in any part of the world.
Personal data breach: has the meaning given to it in the GDPR.
Relevant Personal Data: any personal data which is processed or to be processed by one or both of the parties (including any personal data which is received from the other party) in connection with the use of the Unifrog Website.
Results: in the case of each Student, the summary information setting out the university courses and apprenticeship vacancies available to them produced in response to the Student Information.
Service Package: the provision of unique log in details to the School for distribution to each Student and Results to the Student and the School, within 5 Business Days of submission of Student Information by a Student.
Student: any Student of the School or College who is provided with access to the Unifrog Website in accordance with these Terms & Conditions.
Student Information: any and all information submitted by Students to Unifrog via the Unifrog Website;
Term: the period as set out in clause 3.
Unifrog Mark: the Unifrog name and logo.
Unifrog Website: the official website hosted by or on behalf of Unifrog situated at www.unifrog.org.
Unifrog Website Terms: the terms governing the use of the Unifrog Website set out in Appendix 1, as amended from time to time on the Unifrog Website.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.