Unifrog Education Limited

Service terms

Unifrog Education Limited (Unifrog) is the owner of and hosts the Unifrog Website which provides students with an online tool to enable them to compare educational institutions, and courses and professional training opportunities.

You (School or College) wish to provide your students with access to the Unifrog Website and certain related information.

Unifrog agrees to provide you with access to the Unifrog Website and provide certain related information on the terms and conditions set out herein (Terms & Conditions).

AGREED TERMS

1. INTERPRETATION

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:
1. the provisions of these Terms & Conditions;
2. any information that would be regarded as confidential by a reasonable business person relating to:
  1. 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
  2. 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);
3. any information developed by the parties in the course of carrying out these Terms & Conditions; It does not include information that:
  1. was known to the receiving party before the information was disclosed to it by the disclosing party;
  2. the parties agree in writing is not confidential or may be disclosed;
  3. 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);
  4. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; or
  5. 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 GDPR as incorporated (in whole or in part) into national law in the United Kingdom (UK 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.

Data Sharing Agreement: the non-UK/EEA data sharing agreement in the form attached at Appendix 3.

EEA: the European Economic Area.

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.

Parents: Parents / Guardians (of Students) whose details have been added into the Unifrog platform.

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 Privacy Policy: the privacy policy specifying the terms on which Unifrog processes Relevant Personal Data set out in Appendix 2, as amended from time to time on the Unifrog Website.

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.

Work Placement: a work placement, work shadowing or internship attended by a Student, or other opportunity where a Student is in direct contact with an employer.
Clause, Schedule and paragraph headings shall not affect the interpretation of these Terms & Conditions.
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.
A reference to the GDPR or to a provision of the GDPR in these Terms & Conditions shall be deemed to include the UK GDPR or equivalent provision of the UK GDPR.
A reference to writing or written includes faxes and e-mail.
Any obligation in these Terms & Conditions on a person not to do something includes an obligation not to agree or allow that thing to be done.

2. SERVICES AND RESERVATIONS

Unifrog shall provide, and the School or College shall accept, the Service Package during the Term and in accordance with the terms and conditions set out in these Terms & Conditions.
All rights not expressly granted to the School under these Terms & Conditions are reserved to Unifrog.
The School or College acknowledges and agrees that:
1. Unifrog is the owner or controller of the Unifrog Website and of all rights in the Unifrog Mark;
2. Unifrog shall be entitled to enter into any website access arrangement with any third party. The School or College agrees that Unifrog shall not be, nor considered to be, nor deemed to be, in breach of any provision of these Terms & Conditions as a result of entering into that arrangement;
3. Unifrog may collate the Student Information for the purposes of producing Results and Databases provided always that where such information is used for the purpose of producing Results, such Results shall only be provided to the Student to which they relate and the School and where such Student Information is used for the purpose of producing Databases, any Student Information used shall first be redacted to the extent necessary to ensure that the Student who provided it shall not be individually identifiable. The School or College further acknowledges that Unifrog shall be the Owner of all Intellectual Property Rights subsisting in such Databases and shall be entitled to commercially exploit such Intellectual Property Rights; and
4. Unifrog may from time to time request Students and/or teachers to complete a survey or questionnaire relating to the Unifrog Website, and shall be entitled to use the information from, or connected with, such surveys or questionnaires for its legitimate purposes (including for the purpose of obtaining views and opinions on education).

3. TERM

These Terms & Conditions shall take effect on and from the Commencement Date and shall continue for a period of 12 months from that date (Initial Term) unless terminated earlier in accordance with the provisions of these Terms & Conditions.
The Term shall automatically extend for 12 months (Extended Term) at the end of the Initial Term and at the end of each Extended Term, unless the either party gives written notice to the other party before the end of the Initial Term or the relevant Extended Term, to terminate the arrangement between them at the end of the Initial Term or the relevant Extended Term, as the case may be.

4. FEES

In consideration of the provision of the Service Package to the School or College, the School or College shall pay Unifrog a fee per year (subject to clause 4.2) (Fee), payable in one instalment at the date of these Terms & Conditions and the Fee payable in respect of any Extended Term shall be payable on the first day of the relevant Extended Term.
Unifrog may at its sole discretion change the amount of the Fee provided always that such increase shall not take effect until the first day of any Extended Term and that Unifrog shall notify the School or College of any such increase no less than 1 (one) month before the start of the Extended Term.
All amounts payable under these Terms & Conditions are stated exclusive of VAT, which shall be paid by the School or College in addition thereto.
All amounts payable to Unifrog under these Terms & Conditions are to be paid free and clear of currency control restrictions, bank charges, fees, duties or other transactional costs, the payment of which shall be the sole responsibility of the School or College.
The Fee will be agreed by the School or College and Unifrog and will be confirmed in writing.

5. OBLIGATIONS OF UNIFROG

Unifrog shall host the Unifrog Website at its sole cost and expense in accordance with these Terms & Conditions and the Website terms.
Unifrog shall use its reasonable endeavours to deliver or ensure the delivery of each and all of the services comprised within the Service Package in a timely manner.
Nothing in this clause 5 shall confer upon Unifrog, an obligation to deliver the Service Package to the extent that it would require Unifrog to provide the services comprised therein in respect of a Student who has not indicated their agreement to the Unifrog Website Terms in the manner required by Unifrog. Furthermore, Unifrog shall not be obliged to refund the Fee or any part thereof in the event that it fails to deliver the Service Package or part thereof to a Student who has not indicated their agreement to the Unifrog Website Terms in the manner required by Unifrog.

6. OBLIGATIONS OF THE SCHOOL OR COLLEGE

The School or College undertakes to Unifrog to:
utilise the Service Package strictly in accordance with the terms of these Terms & Conditions. For the avoidance of doubt, the School or College shall not be entitled to exploit the Service Package for any commercial purpose;
co-operate with Unifrog in all matters relating to the Service Package and appoint a point of contact in relation to the Service Package, who shall have the authority contractually to bind the School on matters relating to the Unifrog Website and these Terms & Conditions, upon whose representations, Unifrog shall be entitled to rely and from whom Unifrog shall be permitted to accept instructions on behalf of the School. The School or College shall notify Unifrog of the name and position of such contact within 5 Business Days of the Commencement Date;
be responsible (at its own cost) for maintaining its IT facilities to enable Unifrog to supply the Service Package;
ensure that all of the School or College’s IT equipment is in good working order and suitable for the purposes for which it is used in relation to the Service Package and conforms to all relevant United Kingdom standards or requirements;
obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Service Package;
not apply for registration of any part of the Unifrog Mark or anything confusingly similar to the Unifrog Mark as a trade mark for any goods or services.
If Unifrog's performance of its obligations under these Terms & Conditions is prevented or delayed by any act or omission of the School or College, its agents, subcontractors, consultants or employees or a Student, Unifrog shall not be liable for any costs, charges or losses sustained or incurred by the School or College that arise directly or indirectly from such prevention or delay.
The School or College shall be liable to pay to Unifrog, on demand, all reasonable costs, charges or losses sustained or incurred by Unifrog (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the School or College's fraud, negligence, failure to perform or delay in the performance of any of its obligations under these Terms & Conditions, subject to Unifrog confirming such costs, charges and losses to the School or College in writing.
The School or College has no right to sub-license, assign or otherwise dispose of any of its rights pursuant to these Terms & Conditions, including to its Affiliate, without Unifrog's prior written consent.
The School or College shall not engage in joint promotions with any third party in relation to Unifrog Website without Unifrog's prior written consent.

7. REPRESENTATIONS AND WARRANTIES

Each party warrants and undertakes to the other that:
it has full authority to enter into these Terms & Conditions and is not bound by any agreement with any third party that adversely affects these Terms & Conditions;
it has and will maintain throughout the Term, all necessary powers, authority and consents to enter into and fully perform its obligations under these Terms & Conditions; and
it shall exercise all rights granted in these Terms & Conditions in accordance with all relevant rules and regulations and applicable laws.
Unifrog further warrants to the School or College that:
Unifrog owns or controls the Unifrog Website and that the School or College's use or the Unifrog Website in accordance with the provisions of these Terms & Conditions shall not infringe the rights of any third party;
Unifrog will ensure that use of the Unifrog Website in accordance with the provisions of these Terms & Conditions will not infringe any applicable rules, statutes and codes in force in relation to the Unifrog Website;
It shall comply with all legislation and regulations and any conditions attached to any licences or consents issued in connection with the Unifrog Website.
The School or College acknowledges that Unifrog owns or controls the Unifrog Website and all Databases connected with it and agrees that the School or College has no right, title or interest in it except to the extent permitted by these Terms & Conditions.

8. NO WARRANTY

Information provided by Unifrog (whether on the Unifrog Website, in the Results, or otherwise) is based on information provided or available to Unifrog regarding courses from time to time. Unifrog makes no warranty as to the accuracy of this information but to the extent that it is used in relation to the Unifrog Website or in connection with the Service Package, shall ensure that such information shall be stated without amendment or addition. Unifrog accepts no liability arising as a result of the course information being incomplete or inaccurate.
The School or College acknowledges that the Results are provided as a statement of fact based on the related Student Information and the course information. Unifrog does not offer advice and accepts no liability arising as a result of the Student Information being incomplete or inaccurate.
Unifrog shall have no obligation to update any Results already issued to a Student in the event that those results are based on Student Information and course information which has changed after the date of those Results.

9. ANTI-BRIBERY

Each party agrees that it shall:
1. comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
2. maintain in place throughout the Term, its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and will enforce them where appropriate;
3. promptly report to the other party any request or demand for any undue financial or other advantage of any kind it receives in connection with the performance of these Terms & Conditions;
4. immediately notify the other party (in writing) if a foreign public official becomes an officer or employee of its organisation or acquires a direct or indirect interest in it (and it warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of these Terms & Conditions);
5. within six months of the date of these Terms & Conditions, and then annually, certify to Unifrog in writing signed by an officer of the School, compliance with this clause 9 by the School and all persons associated with it under clause 9.4. The School shall provide any supporting evidence of compliance as Unifrog may reasonably request.
Each party shall ensure that any person associated with it who is performing services in connection with these Terms & Conditions does so only on the basis of a written contract which imposes on and secures from that person terms equivalent to those imposed on the School or College in this clause 9 (Relevant Terms). The party shall be responsible for the observance and performance by these persons of the Relevant Terms, and shall be directly liable to the other party for any breach by these persons of any of the Relevant Terms.
Breach of this clause 9 shall be deemed a material breach under clause 11(b).
For the purpose of this clause 9, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) and section 8 of that Act respectively. For the purposes of this clause 9, a person associated with Unifrog includes but is not limited to any subcontractor of Unifrog.

10. LIMITATION OF LIABILITY AND INDEMNITIES

Nothing in these Terms & Conditions shall exclude or restrict either party's liability for death or personal injury resulting from the negligence of that party or its employees while acting in the course of their employment.
Where the School or College uses Unifrog to facilitate Work Placements, Unifrog aims to assist the School or College to take reasonable steps to satisfy itself that the placement provider will (a) provide a safe environment for Students and (b) manage any significant health and safety risks. Unifrog shall have no further obligation in respect of health and safety relating to Work Placements and shall not be liable for any health or safety incident which occurs on any Work Placement.
Neither party shall be liable to the other under these Terms & Conditions for any loss, damage, cost, expense or other claim for compensation arising as a direct or indirect result or breach or non-performance of these Terms & Conditions due to a Force Majeure Event.
Subject to clause 10.1, Unifrog shall not be liable to the School for any of the following, whether in contract, tort (including negligence) or otherwise:
1. any indirect or consequential losses;
2. loss of revenue or anticipated revenue;
3. loss of savings or anticipated savings;
4. loss of business opportunity;
5. loss of profits or anticipated profits; or
6. loss of wasted expenditure.
Unifrog's maximum aggregate liability in contract, tort (including negligence) or otherwise, however arising, out of or in connection with the performance of Unifrog's obligations under these Terms & Conditions, in respect of any one or more incidents or occurrences during the Term, shall be limited to a sum equal to the amount of the Fee received by Unifrog as at the date of such act or omissions.

11. TERMINATION

Without prejudice to any rights that have accrued under these Terms & Conditions or any of its rights or remedies, either party may terminate the arrangement contemplated by these Terms & Conditions with immediate effect at any time by giving written notice to the other party if:

the other party fails to pay any amount due under these Terms & Conditions on the due date for payment and remains in default not less than 15 Business Days after being notified in writing to make payment;
the other party commits a material breach of any material term of these Terms & Conditions and (if that breach is remediable) fails to remedy that breach within a period of 15 Business Days after being notified in writing to do so.
the other party repeatedly breaches any of the terms of these Terms & Conditions in a manner that reasonably justifies the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Terms & Conditions;
the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company);
an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other similar process is levied or enforced or sued against, the whole or any party of the other party's assets and that attachment or process is not discharged within 15 Business Days;
the other party (being an individual) is the subject of a bankruptcy petition or order;
any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.1(i) - clause 11.1(j)(inclusive);
the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).

12. CONSEQUENCES OF TERMINATION

Following termination for whatever reason:
1. access by the School or College (including, without limitation, its officers or employees and the Students) and to the Unifrog Website shall immediately cease;
2. Unifrog may delete from the Unifrog Website some or all of the Student Information and/or other data provided by the School or College and its staff, and shall give the School or College at least 2 weeks' notice of such deletion, to enable them to download their data;
3. each party shall promptly return to the other any property of the other within its possession or control;
4. each party shall pay to the other any sums that are outstanding and to be accounted for under these Terms & Conditions;
5. clauses which expressly or by implication have effect after termination shall continue in full force and effect, including clause 1 (Definitions and interpretation), clause 10 (Limitation of liability and indemnities), clause 12 (Consequences of termination) and, to the extent relevant after termination, clause 15 (Data protection) and clause 19 (General).
Nothing in this clause 12 shall prevent Unifrog from using Student Information which has been anonymised for the purpose of its Databases.

13. FORCE MAJEURE AND EVENT CANCELLATION

Any party that is subject to a Force Majeure Event shall not be in breach of these Terms & Conditions and shall be excused from performance under these Terms & Conditions while and to the extent they are unable to perform due to any Force Majeure Event, provided that:
1. it promptly notifies the other party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance;
2. it could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and
3. it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event, to carry out its obligations under these Terms & Conditions in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.
If the circumstance of a Force Majeure Event continues for a period of three months or longer, the party not affected by the Force Majeure Event shall have the right to terminate these Terms & Conditions upon written notice to the other. Excuse from performance does not extend the Term. Termination shall be without prejudice to the rights of the parties in respect of any breach of these Terms & Conditions occurring before termination.

14. CONFIDENTIALITY AND ANNOUNCEMENTS

Each party shall keep the other party's Confidential Information confidential and shall not:
1. use that Confidential Information except for the purpose of exercising or performing its rights and obligations under these Terms & Conditions (Permitted Purpose); or
2. disclose any Confidential Information in whole or in part to any third party, except as expressly permitted by these Terms & Conditions.
A party may disclose the other party's Confidential Information to those of its Representatives who need to know that Confidential Information for the Permitted Purpose, provided that:
1. it informs those Representatives of the confidential nature of the Confidential Information before disclosure; and
2. at all times, it is responsible for those Representatives' compliance with the confidentiality obligations set out in this clause.
A party may disclose Confidential Information to the extent required 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 that disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 14.3, it takes into account the reasonable requests of the other party in relation to the content of the disclosure.
Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in these Terms & Conditions are granted to the other party, or to be implied from these Terms & Conditions.
On termination of these Terms & Conditions, each party shall:
1. return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;
2. erase all the other party's Confidential and Personal Information from its computer systems (to the extent possible); and
3. certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority.
Except as expressly stated in these Terms & Conditions, no party makes any express or implied warranty or representation concerning the accuracy of its Confidential Information.
The provisions of this clause 14 shall continue to apply after termination of these Terms & Conditions.

15. DATA PROTECTION

This clause 15 sets out the framework for the processing of Relevant Personal Data by each party under these Terms & Conditions. It defines the principles and procedures that the parties shall adhere to and the responsibilities the parties owe to each other and to data subjects.
The parties acknowledge that each is a data controller in respect of the Relevant Personal Data, and further acknowledge that the Relevant Personal Data:
1. relates to data subjects who are Students, former Students, teachers and/or other School staff who access and/or use the Unifrog Website (whether before or after the date of these Terms & Conditions) and, in each case, is further described in the Unifrog Privacy Policy;
2. as it relates to Students and former Students, may include, but is not limited to names; email addresses; postcodes; details of academic performance; details of work experience, educational courses, apprenticeships or training programmes undertaken; interests and hobbies; information contained in (or connected with) survey or questionnaire responses;
3. as it relates to teachers, may include, but is not limited to names; email addresses; feedback, opinions and/or comments on Students’ academic performance; information contained in (or connected with) survey or questionnaire responses; and
4. as it relates to other School staff, may include, but is not limited to IP addresses and other relevant information obtained from the School.
5. as it relates to parents, may include, but is not limited to, names and email addresses.
Unifrog shall process the Relevant Personal Data for the uses set out in the Unifrog Privacy Policy and as required by applicable law.
Each party shall comply with the Data Protection Laws as applicable to (i) the processing of any Relevant Personal Data, and/or (ii) the exercise of its rights and obligations under these Terms & Conditions. The parties acknowledge that this clause 15 is in addition to, and does not relieve, remove or replace any other obligation set out in the Data Protection Laws or elsewhere in these Terms & Conditions.
Without prejudice to the generality of clause 15.4, each party shall:
1. process the Relevant Personal Data fairly and lawfully in accordance with the Data Protection Laws, and not share Relevant Personal Data with the other party which is irrelevant or excessive;
2. take appropriate security and organisational measures to protect against unauthorised or unlawful processing of the Relevant Personal Data and against accidental loss, corruption or destruction of, or damage, to the Relevant Personal Data, appropriate to the harm that might result from such processing or loss, corruption, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and cost of implementing any measures (those measures may include, where appropriate, anonymising, pseudonymising and encrypting the Relevant Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services);
3. only use processors who have agreed to:
  1. process the Relevant Personal Data in accordance with documented instructions of Unifrog or the School (as applicable); and
  2. implement appropriate security and organisational measures to safeguard such Relevant Personal Data being processed and have entered into written obligations of confidentiality in respect of such Relevant Personal Data;
4. ensure that its employees, sub-contractors, agents and consultants who process the Relevant Personal Data have received adequate training on compliance with the data protection obligations set out in this clause 15 and in Data Protection Laws applicable to processing, and have in place terms or an agreement commensurate with this clause 15;
5. not transfer any Relevant Personal Data to a country outside United Kingdom or the EEA except in accordance with the Data Sharing Agreement;
6. keep reasonable records of processing activities under its responsibility whether or not required by the Data Protection Laws;
7. promptly co-operate with the other party in respect of any exercise of rights of a data subject under the Data Protection Laws in respect of that Relevant Personal Data;
8. promptly notify the other party (and in any event within 48 hours) if it (or any of its employees, sub-contractors, agents or consultants) reasonably suspects or becomes aware of any suspected, actual or threatened occurrence of a personal data breach and provide the other party with such details as it reasonably requires regarding:
  1. the nature of the personal data breach, including, but not limited to, the categories and approximate numbers of data subjects and Relevant Personal Data records concerned;
  2. any investigations into the personal data breach;
  3. the likely consequences of the personal data breach; and
  4. any measures taken, or that it recommends, to address the personal data breach, including to mitigate its possible adverse effects,
  provided that, without prejudice to the aforementioned obligations, if it cannot provide all these details within the timeframe specified in this clause 15.5(h), it shall (before the end of such timeframe) provide the other party with reasons for the delay and when it expects to be able to provide the relevant details (which may be phased), and give the other party regular updates on these matters; and
9. subject to clause 15.9 below, promptly (and in any event within four days of receipt) notify the other party if it receives from any data subject whose personal data forms part of the Relevant Personal Data:
  1. any communication seeking to exercise rights conferred on the data subject by the Data Protection Laws (including any withdrawal by a Student or a former Student of consent to use his or her data for any or all purposes); and/or
  2. any complaint or any claim for compensation arising from or relating to the processing of the Relevant Personal Data.
The parties acknowledge their obligations to provide data subjects with the information referred to in articles 13 and 14 of the GDPR, and the parties shall each ensure that they have a privacy policy in place which complies with the Data Protection Laws.
Subject to clause 15.8, the School (including its teachers and/or other School staff) may upload or submit to the Unifrog Website Relevant Personal Data relating to any Student or former Student that includes:
1. data concerning health;
2. data revealing racial or ethnic origin; and/or
3. other similar special categories of personal data,
for the purpose of its own internal reporting.
The parties acknowledge their respective obligations under the Data Protection Laws as applicable to the processing of the special categories of personal data set out in clause 15.7, and agree that:
1. they shall each rely on the condition in article 9(2)(g) of the GDPR (substantial public interest, being the equality of opportunity or treatment) or in article 9(2)(j) (necessary for statistical purposes in the public interest) (and an appropriate lawful basis in article 6 of the GDPR) to legitimise such processing;
2. the School and Unifrog shall throughout the Term each maintain in place an appropriate policy document (within the meaning of the DPA 2018) to satisfy the requirements of the DPA 2018 in respect of any processing carried out under article 9(2)(g) of the GDPR (equal opportunities); and
3. they shall each put appropriate safeguards in place as required by article 89(1) of the GDPR to protect the rights of the Student or former Student in respect of any processing carried out under article 9(2)(j) of the GDPR (statistical purposes), such as data minimisation and where appropriate, pseudonymisation or anonymisation.
If a Student or former Student requests from Unifrog access to his or her Relevant Personal Data, to comply with the GDPR Unifrog may (and usually will) disclose all his or her Relevant Personal Data provided by the School. This will include all Relevant Personal Data uploaded or submitted to the Unifrog Website by teachers and/or other School staff. Unifrog will normally try to notify the School if it receives such a request but does not commit to doing so.
If the School or College is based outside the UK or EEA, the Parties shall enter into the Data Sharing Agreement.

16. VALUE ADDED TAX

All sums payable under these Terms & Conditions are exclusive of any VAT that may be payable by either party.

17. LATE PAYMENT INTEREST

If either party does not pay any amount payable under these Terms & Conditions by its due date, the payer shall pay to the payee interest on the outstanding amount at a rate of 3% a year above the base rate from time to time of Santander UK PLC from the due date for payment until the date on which the payee actually receives the outstanding amount. The payment of the interest will be in addition to, and not in substitution for, any other remedies available in respect of the non-payment.

18. NOTICES

Any notice given to a party under or in connection with these Terms & Conditions shall be in writing and delivered by hand or by pre-paid first-class post or other next working day delivery service to its registered office or to such other address subsequently notified by a party to the other in writing.
Any notice shall be deemed to have been received:
1. if delivered by hand, on signature of a delivery receipt;
2. 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.
This clause 18 does not apply to the service of any proceedings or other documents in any legal action.

19. GENERAL

Each right or remedy of Unifrog under these Terms & Conditions is without prejudice to any other right or remedy of Unifrog whether under these Terms & Conditions or not.
If any provision of these Terms & Conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable or unenforceable it shall, to the extent of such illegality, invalidity, voidness, voidability or unenforceability be deemed severable and the remaining provisions of these Terms & Conditions and the remainder of such provision shall, to the fullest extent possible, continue in full force and effect.
Failure or delay by Unifrog in enforcing or partially enforcing any provision of this Agreement shall not be construed as a waiver of any of its rights under these Terms & Conditions. Any waiver by Unifrog of any breach of, or any default under, any provision of these Terms & Conditions by the Client shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of these Terms & Conditions.
The School or College shall not assign, transfer, charge or otherwise deal with its rights or obligations under these Terms & Conditions or attempt to do any of the foregoing without the prior written consent of Unifrog.
Nothing in these Terms & Conditions shall be construed so as to make either party or any of their employees, contractors or agents an employee, partner, joint venturer or agent of the other and neither Party has the authority to hold itself out as such.
The Parties do not intend that any term of these Terms & Conditions shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it unless and to the extent provided for in the Term Sheet.
These Terms & Conditions constitute the whole agreement and understanding between the Parties with respect to the subject matter of these Terms & Conditions and supersedes all prior agreements, negotiations and discussions between the Parties relating thereto. The Parties acknowledge and agree that they have not entered into these Terms & Conditions in reliance on any statement or representation, whether or not made by the other Party, except in so far as the representation has been expressly set out in these Terms & Conditions.
The provisions of these Terms & Conditions which expressly or by implication are intended to survive termination will do so and will continue to be binding on the Parties without limit in point of time.
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law, and the Parties submit to the exclusive jurisdiction of the English courts, save that nothing herein shall prevent Unifrog from bringing proceedings against the School in any other jurisdiction in which the School has any business or assets.

APPENDIX 1

Unifrog Website terms

APPENDIX 2

Unifrog Privacy Policy

APPENDIX 3

Unifrog Data Sharing Agreement