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PLEASE READ CAREFULLY BEFORE ACCESSING OR USING ANY SERVICES
Vibbl Limited (CRN: 12340071) trading as “Vibbl” (Vibbl, we, us, our) has developed a software as
a service platform which it makes available to educational establishments (hereinafter referred to
as the “school”) to capture student work, share and track feedback collaboratively with teachers
and students.
This Agreement is a legal contract between “you” the school and Vibbl for the Services
Vibbl allows you to use the Services on the basis of this Contract. Vibbl does not sell the Services
to you. Vibbl remains the owner of the Services at all times.
IMPORTANT NOTICE:
• BY TICKING TO “ACCEPT” WHERE INDICATED OR OTHERWISE BY ACCESSING AND
USING THE SERVICES YOU AGREE TO THE TERMS OF THIS CONTRACT WHICH WILL
BIND YOU AND YOUR EMPLOYEES. THE TERMS OF THIS CONTRACT INCLUDE, IN
PARTICULAR, LIMITATIONS ON LIABILITY IN CLAUSE 13.
• IF YOU ARE ENTERING INTO THIS CONTRACT ON BEHALF OF A COMPANY OR OTHER
LEGAL ENTITY (INCLUDING IF YOU ARE A TEACHER ENTERING ON BEHALF OF YOUR
SCHOOL), YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY
TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU”, “YOUR” OR
“USER” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR
IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT
ACCEPT THIS CONTRACT AND MAY NOT USE THE SERVICE.
1. Definitions & Interpretation
The definitions and rules of interpretation in clause 15.10 apply in this Contract.
2. Use of the Service
2.1. Subject to you discharging your obligations under this Contract, the restrictions set out in
this clause 2 and the other terms and conditions of this Contract, Vibbl hereby grants to
you and the Users a non-exclusive, non-transferable right during the Subscription Term to
access the Platform and to use the Services and Documentation solely for non-commercial
educational purposes.
2.2. Premium Package – Vibbl offers the ability to purchase a Premium Package through the
Service. The categories and prices of the Premium Package are described in the
Documentation and are subject to change from time to time. In relation to the Premium
Package, you undertake that the maximum number of Authorised Users that you authorise
to access and use the Services shall not exceed the number listed in the Package you
have purchased.
2.3. Consent – Vibbl requires that schools obtain parental consent before they set up student
accounts on behalf of their students who are aged 13 or under and allow students to
access students accounts. This age may vary based on where you are located. You should
check your local laws to determine the relevant age in your country. You acknowledge and
agree that before using the Services you will be solely responsible (and hereby agree that
Vibbl is not responsible) for:
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2.3.1. providing all required notices to parents and children if appropriate under Data
Protection Legislation;
2.3.2. obtaining parental consent under Data Protection Legislation; and
2.3.3. providing a means for a parent to review any personal information collected
through the Service and refuse to permit its further use as required by Data
Protection Legislation.
This includes without limitation, limiting access to the Service to those students
from whom you have received valid consent forms and complying with all
parental requests regarding the collection, use and disclosure of such parent’s
child’s information. You are responsible for disseminating any required
parental consent forms to the parents of potential student users, for confirming
receipt of valid consent forms for each child before granting the student access
to the Service, and for retaining such consent forms on file. If a parent does
not consent or rescinds such consent, you shall immediately notify Vibbl to
discontinue that student’s access to the Service and ensure that such
student’s information is no longer accessible through the Services. Under no
circumstances will Vibbl be liable for your failure to consult your school’s
authorities and administrators or for failing to obtain consent when required.
2.4. You shall not access, store, distribute or transmit any Viruses, or any Content or other
material during the course of your use of the Services that:
2.4.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or
racially or ethnically offensive;
2.4.2. facilitates illegal activity;
2.4.3. depicts sexually explicit images;
2.4.4. promotes unlawful violence;
2.4.5. is discriminatory based on race, gender, colour, religious belief, sexual
orientation, disability; or
2.4.6. is in a manner that is otherwise illegal or causes damage or injury to any
person or property;
2.4.7. does not infringe any third party’s right including intellectual property rights
and privacy rights;
2.4.8. contravenes the Terms of Service;
and Vibbl reserves the right, without liability or prejudice to our other rights to you, to
disable any User access to any material that breaches the provisions of this clause 2.4.
2.5. You shall not:
2.5.1. 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 this Contract:
2.5.1.1. attempt to copy, modify, duplicate, create derivative works
from, frame, mirror, republish, download, display, transmit, or
distribute all or any portion of the Software and/or
Documentation (as applicable) in any form or media or by any
means; or
2.5.1.2. attempt to reverse compile, disassemble, reverse engineer or
otherwise reduce to human-perceivable form all or any part of
the Software; or
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2.5.2. access all or any part of the Services and Documentation in order to build a
product or service which competes with the Services and/or the
Documentation; or
2.5.3. license, sell, rent, lease, transfer, assign, distribute the Services to any third
party.
2.6. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of,
the Services and/or the Documentation and, in the event of any such unauthorised access
or use, promptly notify Vibbl.
3. Account set up
3.1. In order to use the Services, a teacher must set up his or her own account and be
responsible for setting up the student accounts.
3.2. Each teacher and student shall keep a secure password for use of the Services and they
shall keep their passwords confidential. You are responsible for all use of the Services
using teacher/student login details, whether or not the use is with your permission.
3.3. You warrant and represent that all information you provide to us when registering an
account is true and accurate. It is your responsibility to ensure the information in your
account is updated with any relevant changes.
3.4. Vibbl reserves the right, without liability, to refuse at its absolute discretion any application
for an account.
4. Services
4.1. We shall, during the Subscription Term on and subject to the terms of this Contract,
provide access to the Platform and permit Users to use the Services on the Platform.
4.2. We shall use commercially reasonable endeavours to make the Platform available 24
hours a day, seven days a week, except for:
4.2.1. planned maintenance carried out during the maintenance window of 10.00 pm
to 2.00 am UK time; and
4.2.2. unscheduled maintenance.
5. Data
5.1. You shall own all right, title and interest in and to all of the Data and you shall have sole
responsibility for the legality, reliability, integrity, accuracy and quality of all such Data.
5.2. You hereby agree, by submitting any Data to the Platform, you grant to Vibbl a worldwide,
perpetual, royalty-free, non-exclusive licence to use, copy, disclose, distribute, incorporate
and otherwise use such Data for the purposes of (i) displaying the Data within the Service
(ii) allowing other users to share the Data subject to the User’s privacy choices; (iii)
allowing Vibbl to use the Data in anonymous form for research purposes and (iv) archiving
or preserving any Data for internal purposes, disputes, legal proceedings or investigations.
5.3. You shall immediately delete any Data from public view if you believe or suspect any
material or Data uploaded to the Platform during the course of its use of the Services
breaches clause 2.4 of this Contract or the Terms of Service.
5.4. In the event of any loss or damage to Data, your sole and exclusive remedy shall be for
Vibbl to use reasonable commercial endeavours to restore the lost or damaged Data from
the latest back-up of such Data maintained by us. We shall not be responsible for any loss,
destruction, alteration or disclosure of Data caused by any third party (except those third
parties sub-contracted by Vibbl to perform services related to Data maintenance and backup).
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5.5. Both parties will comply with all applicable requirements of the Data Protection Legislation.
This clause 5 is in addition to, and does not relieve, remove or replace, a party’s
obligations under the Data Protection Legislation.
5.6. The parties acknowledge that:
5.6.1 if Vibbl processes any personal data on the school’s behalf when performing
its obligations under this agreement, the school is the data controller and the
Supplier is the data (where “Data Controller” and “Data Processor” have the
meanings as defined in the Data Protection Legislation).
5.6.2. the Schedule sets out the scope, nature and purpose of processing by Vibbl,
the duration of the processing and the types of Personal Data and categories
of Data Subject (both as defined in the Data Protection Legislation).
5.6.3. the Personal Data may be transferred or stored outside the EEA and United
Kingdom or the country where you are located in order to carry out the
Services and Vibbl’s other obligations under this Contract.
5.7. Without prejudice to the generality of clause 5.5, you will ensure that you have all
necessary appropriate consents and notices in place to enable lawful transfer of the
Personal Data to Vibbl for the duration and purposes of the Contract so that Vibbl may
lawfully use, process and transfer the Personal Data in accordance with this agreement on
the school’s behalf.
5.8. Without prejudice to the generality of clause 5.5, Vibbl shall, in relation to any Personal
Data processed in connection with the performance by Vibbl of its obligations under this
Contract:
5.8.1. process that Personal Data only on the written instructions of the school
Customer unless Vibbl is required by the laws of any member of the European
Union and/or Domestic UK Law and any other law that applies in the UK to
process personal data (Applicable Laws).
5.8.2. ensure that all personnel who have access to and/or process Personal Data
are obliged to keep the Personal Data confidential; and
5.8.3. not transfer any Personal Data outside of the EEA and United Kingdom unless
the following conditions are fulfilled:
5.8.3.1. the school or Vibbl has provided appropriate safeguards in
relation to the transfer;
5.8.3.2. the data subject has enforceable rights and effective legal
remedies;
5.8.3.3. Vibbl complies with its obligations under the Data Protection
Legislation by providing an adequate level of protection to any
Personal Data that is transferred; and
5.8.3.4. Vibbl complies with reasonable instructions notified to it in
advance by the school with respect to the processing of the
Personal Data;
5.8.4. assist the school, at the school’s cost, in responding to any request from a
Data Subject and in ensuring compliance with its obligations under the Data
Protection Legislation with respect to security, breach notifications, impact
assessments and consultations with supervisory authorities or regulators;
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5.8.5. notify the school without undue delay on becoming aware of a Personal Data
breach;
5.8.6. at the written direction of the school, delete or return Personal Data and copies
thereof to the school on termination of the Contract unless required by the
Data Protection Legislation to store the Personal Data; and
5.8.7. maintain complete and accurate records and information to demonstrate its
compliance with this clause 5.8.
5.9. Each party shall ensure that it has in place appropriate technical and organisational
measures, reviewed and approved by the other party, to protect against unauthorised or
unlawful processing of personal data and against accidental loss or destruction of, or
damage to, personal data, 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 (those measures may include, where appropriate,
pseudonymising and encrypting personal data, ensuring confidentiality, integrity,
availability and resilience of its systems and services, ensuring that availability of and
access to personal data can be restored in a timely manner after an incident, and regularly
assessing and evaluating the effectiveness of the technical and organisational measures
adopted by it).
5.10. The school consents to Vibbl appointing the third-party processors of Personal Data under
this Contract, such processors will be detailed in the Privacy Notice. As between the school
and Vibbl, Vibbl shall remain fully liable for all acts or omissions of any third-party
processor appointed by it pursuant to this clause 5.10.
5.11. Either party may, at any time on not less than 30 days’ notice, revise this Clause 5 by
replacing it with any applicable controller to processor standard clauses or similar terms
forming part of an applicable certification scheme (which shall apply when replaced by
attachment to this Contract).
6. Vibbl obligations
6.1. Vibbl undertakes that the Services will be performed substantially in accordance with the
Documentation and with reasonable skill and care.
6.2. The undertaking at Clause 6.1 shall not apply to the extent of any non-conformance which
is caused by use of the Services contrary to Vibbl’s instructions, or modification or
alteration of the Services by any party other than Vibbl or Vibbl’s duly authorised
contractors or agents. If the Services do not conform with the undertaking at clause 6.1,
Vibbl will, at its expense, use reasonable endeavours to correct any such non-conformance
promptly, or provide you with an alternative means of accomplishing the expected output.
Such correction or substitution constitutes your sole and exclusive remedy for any breach
of the undertaking set out in clause 6.1. Notwithstanding the foregoing, Vibbl:
6.2.1. does not warrant that your use of the Services will be uninterrupted or errorfree; or that the Services, Documentation and/or the information obtained by
you through the Services will meet your requirements; and
6.2.2. 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 you acknowledge that the Services and
Documentation may be subject to limitations, delays and other problems
inherent in the use of such communications facilities.
7. Third Party Content
You acknowledge that the Services may enable or assist the school to access and share
the content of and correspond with third parties via the Platform and that you do so solely
at your own risk. Vibbl makes no representation or commitment and shall have no liability
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or obligation whatsoever in relation to the content or use of, or correspondence with, any
such third-party. Any transferring and sharing of data between you and any third party is
between you and the relevant third party, and not Vibbl. Vibbl does not endorse or approve
any content of any third-party made available via the Services.
8. Your obligations
8.1. You shall:
8.1.1. provide us promptly with:
8.1.1.1. co-operation in relation to this Contract; and
8.1.1.2. access to such information as we may require;
in order to provide the Services;
8.1.2. comply with all applicable laws and regulations with respect to your activities
under this Contract and any policies of which you are notified by Vibbl from
time to time;
8.1.3. ensure that the Users use the Services in accordance with the terms and
conditions of this Contract and Terms of Service and you shall be responsible
for any User’s breach of this Contract or the Terms of Service;
8.1.4. obtain and shall maintain all necessary licences, consents, and permissions
necessary for us, our contractors and agents to perform their obligations under
this Contract, including without limitation the Services;
8.1.5. be solely responsible for procuring and maintaining your network connections
and telecommunications links from your systems to our systems, and all
problems, conditions, delays, delivery failures and all other loss or damage
arising from or relating to your network connections or telecommunications
links or caused by the internet.
9. Charges and payment
9.1. No Subscription Fees shall be payable in respect of any Freemium Package. Vibbl may
withdraw or modify the Freemium Package at any time without notice and with no liability.
9.2. For the Premium Package, you shall on the Effective Date provide us with valid, up-to-date
and complete credit card details or approved purchase order information and any other
relevant valid, up-to-date and complete contact and billing details and if you provide:
9.2.1. your credit card details to Vibbl, you hereby authorise us to bill such credit
card;
9.2.1.1. on the Effective Date for the Subscription Fees payable in
respect of the Initial Subscription Term; and
9.2.1.2. subject to clause 14.1, on each anniversary of the Effective
Date for the Subscription Fees payable in respect of the next
Renewal Period,
9.2.2. your approved purchase order information to Vibbl, we shall invoice you:
9.2.2.1. on the Effective Date for the Subscription Fees payable in
respect of the Initial Subscription Term; and
9.2.1.2. subject to clause 14.1, at least 30 days prior to each
anniversary of the Effective Date for the Subscription Fees
payable in respect of the next Renewal Period,
and you shall pay each invoice within 30 (thirty) days after the date of that
invoice.
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9.3. We shall be entitled to increase the Subscription Fees, at the start of each Renewal Period
on 90 (ninety) days’ prior notice to you. If you do not agree to any such increased fee you
should terminate the Contract in accordance with clause 14.1 otherwise the Subscription
Fees for such Renewal Period will automatically be invoiced to you.
9.4. If we have not received payment within 30 (thirty) days after the due date, and in addition
to any of our other rights and remedies:
8.5.1. we may, without responsibility to you, disable the Users password, account and
access to all or part of the Services and we shall be under no obligation to provide
any or all of the Services while the invoice(s) concerned remain unpaid; and
8.5.2. interest shall accrue on due amounts at an annual rate equal to 4% (four percent)
over the then current base lending rate of the Bank of England’s base rate at the
date the relevant invoice was issued, starting on the due date and continuing until
fully paid, whether before or after judgment.
9.6 All amounts and fees stated or referred to in this Contract are:
9.5. payable in pounds sterling;
9.5.1. non-cancellable and non-refundable;
9.5.2. exclusive of VAT, which shall be added at the appropriate rate.
9.6. You acknowledge that the Services offered by Vibbl varies according to the Package
chosen and you agree that you are solely responsible for selecting a Package which
adequately meets your requirements. To the extent that your usage requirements change
and you require a different Package, you may be required to indicate your acceptance of
the change (including the change in Subscription Fees) before you are able to access the
benefits of the newly selected Package.
9.7. We may at any time set off any amount that you owe to us against any amount that we
owe to you.
10. Proprietary rights
10.1. You acknowledge and agree that we and/or our licensors own all intellectual property rights
in the Services, the Platform, the Documentation, and the Vibbl Marks. Except as expressly
stated herein, this Contract does not grant you any rights to, or in, patents, copyright,
database right, trade secrets, trade names, trade marks (whether registered or
unregistered), or any other rights or licences in respect of the Services or the
Documentation.
10.2. You warrant that you own or have a right to use all Intellectual Property Rights in the
Content and you shall be responsible for the accuracy and completeness of the Content.
11. Confidentiality
11.1. Each party may be given access to Confidential Information from the other party in order to
perform its obligations under this Contract. A party’s Confidential Information shall not be
deemed to include information that:
11.1.1. is or becomes publicly known other than through any act or omission of the
receiving party;
11.1.2. was in the other party’s lawful possession before the disclosure;
11.1.3. is lawfully disclosed to the receiving party by a third party without restriction on
disclosure;
11.1.4. is independently developed by the receiving party, which independent
development can be shown by written evidence; or
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11.1.5. is required to be disclosed by law, by any court of competent jurisdiction or by
any regulatory or administrative body.
11.2. Each party shall hold the other’s Confidential Information in confidence and, unless
required by law, 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 this Contract.
11.3. 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 the terms of this Contract.
11.4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of
Confidential Information caused by any third party.
11.5. You acknowledge that details of the Services, and the results of any performance tests of
the Services, constitute our Confidential Information.
11.6. This clause 11 shall survive termination of this Contract, however arising.
12. Indemnity
12.1. You shall defend, indemnify and hold harmless us 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:
12.1.1. your use of the Services,
12.1.2. any claim made against Vibbl by a third party for death, personal injury or
damage to property arising out of, or in connection with, defective Content, to
the extent that the defect in the Content is attributable to the acts or omissions
of you, your employees, agents or subcontractors; and
12.1.3. any claim or action that the Content infringes Intellectual Property Rights
belonging to a third party.
13. Limitation of liability
13.1. This clause 13 sets out our entire financial liability (including any liability for the acts or
omissions of our employees, agents and sub-contractors) to you:
13.1.1. arising under or in connection with this Contract;
13.1.2. in respect of any use made by you of the Services and Documentation or any
part of them; and
13.1.3. in respect of any representation, statement or tortious act or omission
(including negligence) arising under or in connection with this Contract.
13.2. Except as expressly and specifically provided in this Contract:
13.2.1. you assume sole responsibility for results obtained from the use of the
Services and the Documentation by you, and for conclusions drawn from such
use. We shall have no liability for any damage caused by errors or omissions
in any information, instructions or scripts provided to us by you in connection
with the Services, or any actions taken by us at your direction;
13.2.2. 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 this Contract; and
13.2.3. the Services and the Documentation are provided to you on an “as is” basis.
13.3. Nothing in this Contract excludes our liability:
13.3.1. for death or personal injury caused by our negligence; or
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13.3.2. for fraud or fraudulent misrepresentation.
13.4. Subject to clause 13.3:
13.4.1. we 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 this Contract; and
13.4.2. our total aggregate liability in contract, tort (including negligence or breach of
statutory duty), misrepresentation, restitution or otherwise, arising in
connection with the performance or contemplated performance of this Contract
shall be limited to the greater of the total Subscription Fees paid during the 12
months immediately preceding the date on which the claim arose or £100.
13.5. The notice period for an event shall start on the day on which you became, or ought
reasonably to have become, aware of having grounds to make a claim in respect of the
event and shall expire 6 months from that date. The notice must be in writing and must
identify the event and the grounds for the claim in reasonable detail. Unless you notify
Vibbl that you intend to make a claim in respect of an event within the notice period, Vibbl
shall have no liability for that event.
13.6. This clause 13 shall survive termination of the Contract.
14. Term and termination
14.1. Term and Termination shall be in accordance with the chosen Package:
Premium Package:
14.1.1. The Contract shall commence on the Effective Date and shall continue for the
Initial Subscription Term and, thereafter, this Contract shall be automatically
renewed for successive periods of 12 months (each a “Renewal Period”),
unless:
14.1.1.1. either party notifies the other party of termination, in writing, at
least [30] days before the end of the Initial Subscription Term
or any Renewal Period, in which case this Contract shall
terminate upon the expiry of the applicable Initial Subscription
Term or Renewal Period; or
14.1.1.2. otherwise terminated in accordance with this Contract;
and the Initial Subscription Term together with any subsequent Renewal
Periods shall constitute the “Subscription Term”.
14.1.2 You may terminate the Contract within 30 days of the Effective Date and Vibbl
will refund any monies already paid.
14.1.3 To the extent that you choose to cancel your subscription early at your
convenience, we will not provide any refunds of prepaid fees or unused
Subscription Fees, and you will promptly pay all unpaid fees due to the end of
the Subscription Term.
Fremium Package:
14.1.2. The Contract shall commence on the Effective Date and shall continue unless:
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14.1.2.1. either party closes or deletes the account on the Platform at
any time; or
14.1.2.2. otherwise terminated in accordance with this Contract;
and such period shall constitute the “Subscription Term”.
14.1.3 The Data submitted to the Platform will automatically be deleted after a set
period of time agreed between Vibbl and you (without your prior consent) and
you shall have no ability to retrieve such Data from the Platform unless you
upgrade to the Premium Package.
14.2. Without prejudice to any other rights or remedies to which we may be entitled, we may
terminate this Contract without liability to you if:
14.2.1. you commit a material breach of any of the terms of this Contract and/or the
Terms of Service and (if such a breach is remediable) fail to remedy that
breach within 10 days of being notified in writing of the breach; or
14.2.2. you suffer an Insolvency Event; or
14.2.3. there is a change of control of your business.
14.3. On termination of this Contract for any reason:
14.3.1. each party shall return and make no further use of any equipment, property,
Content and other items (and all copies of them) belonging to the other party;
14.3.2. the accrued rights of the parties as at termination, or the continuation after
termination of any provision expressly stated to survive or implicitly surviving
termination, shall not be affected or prejudiced.
15. General
15.1. Force majeure We shall have no liability to you under this Contract if we are prevented
from or delayed in performing our obligations under this Contract, or from carrying on our
business, by acts, events, omissions or accidents beyond its reasonable control, including,
without limitation, strikes, lock-outs or other industrial disputes (whether involving our
workforce or any other party), failure of a utility service or transport or telecommunications
network, pandemic, act of God, 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, provided
that you are notified of such an event and its expected duration.
15.2. Waiver
15.2.1. A waiver of any right under this Contract is only effective if it is in writing and it
applies only to the party to whom the waiver is addressed and to the
circumstances for which it is given.
15.2.2. Unless specifically provided otherwise, rights arising under this Contract are
cumulative and do not exclude rights provided by law.
15.3. Severance
15.3.1. If any provision (or part of a provision) of this Contract is found by any court or
administrative body of competent jurisdiction to be invalid, unenforceable or
illegal, the other provisions shall remain in force.
15.3.2. If any invalid, unenforceable or illegal provision would be valid, enforceable or
legal if some part of it were deleted, the provision shall apply with whatever
modification is necessary to give effect to the commercial intention of the
parties.
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15.4. Entire Contract
15.4.1. This Contract and the Terms of Service, and any documents referred to in
them, constitute the whole Contract between the parties and supersede any
previous arrangement, understanding or Contract between them relating to the
subject matter they cover.
15.4.2. Each of the parties acknowledges and agrees that in entering into this Contract
it does not rely on any undertaking, promise, assurance, statement,
representation, warranty or understanding (whether in writing or not) of any
person (whether party to this Contract or not) relating to the subject matter of
this Contract, other than as expressly set out in this Contract.
15.5. Assignment
15.5.1. You shall not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations
under this Contract.
15.5.2. We may at any time assign, transfer, charge, sub-contract or deal in any other
manner with all or any of our rights or obligations under this Contract.
15.6. No partnership or agency Nothing in this Contract 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).
15.7. Third party rights This Contract does not confer any rights on any person or party (other
than the parties to this Contract and, where applicable, their successors and permitted
assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
15.8. Notices
15.8.1. Any notice given to a party under or in connection with the Contract shall be in
writing and shall be:
15.8.1.1. delivered by hand or by pre-paid first-class post or other next
working day delivery service at the relevant postal address
specified in the Contract Details (or such other postal address
as may have been notified by that party for such purposes); or
15.8.1.2. sent by email to the relevant email address specified in the
Contract Details (or such other email address as may have
been notified by that party for such purposes).
15.8.2. Any notice shall be deemed to have been received:
15.8.2.1. if delivered by hand, on signature of a delivery receipt;
15.8.2.2. 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 or at the time recorded by the delivery service; and
15.8.2.3. if sent by email, at the time of transmission, or, if this time falls
outside business hours in the place of receipt, when business
hours resume. In this clause 15.8.2.3, business hours means
9.00am to 5.00pm Monday to Friday on a day that is not a
public holiday in the place of receipt.
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15.8.3. This clause does not apply to the service of any proceedings or other
documents in any legal action or, where applicable, any arbitration or other
method of dispute resolution.
15.9. Governing law and jurisdiction
15.9.1. This Contract and any disputes or claims arising out of or in connection with it
or its subject matter or formation (including non-contractual disputes or claims)
are governed by, and construed in accordance with, the law of England.
15.9.2. The parties irrevocably agree that the courts of England have exclusive
jurisdiction to settle any dispute or claim that arises out of or in connection with
this Contract or its subject matter or formation (including non-contractual
disputes or claims).
15.10. Definitions and interpretation
15.10.1. The following definitions apply in this Contract:
“Authorised Users” the students authorised to use the Premium Package.
“Vibbl Marks” in relation to Vibbl:
(i) any trade marks, trade names, trade dress,
logos, URLs and domain names;
(ii) any identifying slogans and symbols;
(iii) the “look and feel”.
“Business Day” any day which is not a Saturday, Sunday or public
holiday in England.
“Change of Control” shall be as defined in section 1124 of the Corporation
Tax Act 2010, and the expression Change of Control
shall be construed accordingly.
“Confidential Information” all confidential information (however recorded or
preserved) disclosed by a party to the other party
including 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 the operations, processes, product
information, know-how or trade secrets of the
disclosing party.
“Content” all text, information, data, software, executable code,
images, audio or video material, in whatever medium
or form, inputted by Users or Vibbl on your behalf for
the purpose of using the Services.
“Contract” the contract between you (the school) and us (Vibbl)
for the Services incorporating these terms.
“Data” the data, Content, information or material provided or
uploaded by you or the Users in the course of using
the Services.
“Data Protection Legislation” means the Data Protection Act 2018, or, for the period
it remains in force in the UK, the General Data
Protection Regulation (EU) 2016/679 (‘GDPR’) (as
applicable) and any other applicable laws relating to
the protection of personal data and the privacy of
individuals (all as amended, updated or re-enacted
from time to time).
“Documentation” the information made available to you on the Platform
and/or by such other method as we may from time to
time deem appropriate which sets out a description of
the Services and Packages and the user instructions
for the Services.
“Effective Date” the date you click to accept entering into this Contract.
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“Freemium Package” a free Package granted by Vibbl the details of which
are set out in the Documentation.
“Initial Subscription Term” the initial period of 12 months from the Effective Date.
“Insolvency Event” occurs if a person:
a) is unable to pay its debts or becomes insolvent
or bankrupt or ceases to trade;
b) is the subject of an order made or a resolution
passed for the administration, winding-up or
dissolution (otherwise than for the purpose of
a solvent amalgamation or reconstruction,
which does not materially reduce that entity’s
assets);
c) has an administrative or other receiver,
manager, trustee, liquidator, administrator, or
similar officer appointed over all or any
substantial part of its assets;
d) enters into or proposes any composition or
arrangement with its creditors generally
(otherwise than for the purpose of a financing
or solvent amalgamation or reconstruction,
which does not materially reduce the entities’
assets); or
is the subject of any events or circumstances
analogous to any of the foregoing in any applicable
jurisdiction.]
“Normal Business Hours” 9.00 am to 5.00 pm local UK time, each Business Day.
“Packages” the packages available to you as detailed in the
Documentation and as amended by Vibbl from time to
time.
“Personal Data” has the meaning given under the relevant Data
Protection Legislation and specifically for this Contract
shall include all personal information provided by Users
of the Platform;
“Platform” the web app found at www.vibbl.co.uk and/or the
mobile app downloadable from the App store
https://www.apple.com/uk/ios/app-store/ and the
Google Play Store https://play.google.com/store/apps.
“Premium Package” the paid for Package granted by Vibbl the details of
which are set out in the Documentation.
“Renewal Period” the period described in clause 14.1.
“Services” the subscription services provided by Vibbl to you
under this Contract via the Platform from time to time,
as more particularly described in the Documentation.
“Software” the online software applications and tools provided and
hosted by us or on our behalf and to which we provide
you with access as part of the Services, including any
updates we may make to such applications and tools
from time to time.
“Subscription Fees” the subscription fees being the annual fixed fees
payable by you to us in relation to the relevant
Package, as set out in the Documentation.
“Subscription Term” has the meaning given in clause 14.1.
“Terms of Service” terms of use of the Platform.
“Users” Teachers and students or other individuals who use the
Platform.
“VAT” value added tax or any equivalent tax chargeable in
the UK or elsewhere.
“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
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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.
15.10.2. The following rules of interpretation apply in this Contract:
15.10.2.1. A reference to a statute or statutory provision is a reference to
it as amended, extended or re-enacted from time to time. A
reference to a statute or statutory provision includes any
subordinate legislation made from time to time under that
statute or statutory provision.
15.10.2.2. 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.
15.10.2.3. A reference to writing or written includes email but not fax.
15.10.2.4. A person includes a natural person, corporate or
unincorporated body (whether or not having a separate legal
personality).
15.10.2.5. Any obligation on a party not to do something includes an
obligation not to allow that thing to be done.
THE SCHEDULE
1. PROCESSING BY VIBBL
1.1 SCOPE
Processing of Personal Data in the context of the Services provided under the Contract.
1.2 NATURE
Recording, organising, structuring, storing, retrieving, consulting, using, disclosing and destroying
the Personal Data as required to deliver the Services and as instructed by the School.
1.3 PURPOSE OF PROCESSING
To carry out the Services and Vibbl’s other obligations under the Contract.
1.4 DURATION OF THE PROCESSING
Vibbl will process the Personal Data until the Contract with the school has terminated. If the school
does not request that the Personal Data is deleted or removed on termination of the Contract, Vibbl
will retain the Personal Data for [2] years after termination after which it will automatically be
securely deleted.
2. TYPES OF PERSONAL DATA
• Teachers
• Title
• Name
• Email address
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• Area they mostly teach (primary, secondary, post-16),
• Encrypted password for account.
• Visual personal data of individuals appearing in videos and photographs.
• Students
• Name
• Email address,
• Class name,
• Subjects they study
• Visual personal data of individuals appearing in videos and photographs.
3. CATEGORIES OF DATA SUBJECT
• Teachers
• Students
• Data subjects appearing in content uploaded to the Site including:
• children under 13
• special category data (health, race and ethnic origin)