Licence Agreement

Recitals:

(1) Readingmate has created and developed software products to enable you to track Learners’ reading and provide insights into their educational progress.

(2) You wish to deploy Readingmate’s software for your Learners as described in this agreement and Readingmate hereby grants you the right to do so on the terms set out in this agreement.

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Authorised User: your employees, contractors, or workers engaged with Learners at your setting.

Availability: materially uninterrupted use of the Platform.

Charges: the charges and costs for the Licence to use the Platform.

Confidential Information: means all information of a confidential nature disclosed in whatever form by a party directly or indirectly to the other party and includes all know-how, trade secrets, financial, commercial, technical, tactical or strategic information of any kind.

Controller, processor, data subject, personal data, personal data breach, processing, sub-processor and appropriate technical and organisational measures: as defined in the Data Protection Laws.

Data Protection Laws: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR (which the has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018); the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

DPA: the data processing addendum at Schedule 2.

Effective Date: the date of this agreement.

Force Majeure: means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the agreement (provided that an inability to pay is not Force Majeure), including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet.

Initial Term: the initial term described in the Licence.

Learner: a pupil at your setting, including their parents or guardians.

Learner Data: the data inputted to the Platform by you, your Authorised Users, or Learners.

Licence: the licence to use the Platform described in Schedule 1.

Platform: the Readingmate website and application.

Protected Data: means Personal Data received from you or on your behalf in connection with the performance of Readingmate’s obligations under this agreement.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

1.7 A reference to writing or written includes e-mail.

1.8 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

2. Right to use the Platform

2.1 Subject to the terms of this agreement, the terms of the Licence, and payment of the Charges, Readingmate hereby grants you a non-exclusive, non-transferable right, without the right to grant sublicences, to use the Platform during the Term.

2.2 You acknowledge that:

(a) provision of the Platform is at all times subject to its compliance with this agreement; and

(b) the Platform does not include any services, systems, costs, or equipment required to access the internet or transmit or receive data.

2.3 The Licence allows your Authorised Users to set up accounts for Learners. Authorised Users’ use of the Platform is subject to this agreement and your ongoing subscription. Their access to the Platform will end when yours does. You are solely responsible for Authorised Users’ use of the Services and we may disable your access and/or terminate your and their account and/or claim damages against you if your Authorised Users are in breach of this agreement.

3. Availability

3.1 Readingmate shall use commercially reasonable endeavours to provide Availability of 99.5% except for the following which does not count towards measuring Availability:

(a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and

(b) unscheduled maintenance, provided that Readingmate has used reasonable endeavours to give you at least 6 hours’ notice in advance and to mitigate any potential disruption.

4. Charges

4.1 Readingmate’s Charges are set out in the Licence. Charges are payable monthly. Invoices are payable within 30 days of delivery to you. Readingmate shall charge interest at the rate of 4% above the Bank of England’s base rate from time to time from when the Charges are overdue until they are paid.

4.2 Readingmate shall be entitled to increase the Charges prior to renewal of the Licence by giving you at least 60 days’ notice.

5. Data Protection

5.1 Both parties will comply with all applicable requirements of the Data Protection Laws. This clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Laws.

5.2 You are a Controller and Readingmate is a Processor for the purposes of processing Protected Data pursuant to the Licence and this agreement.

5.3 You shall at all times comply with all Data Protection Laws, the DPA, and this agreement in connection with the processing of Protected Data. You shall ensure all instructions you give to Readingmate in respect of Protected Data shall at all times be in accordance with Data Protection Laws.

5.4 Readingmate shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws, the DPA, and this agreement.

6. Data on the Platform

6.1 Learner Data shall at all times remain your property. You acknowledge that Readingmate has no control over any Learner Data hosted on the Platform and does not actively monitor it. You shall ensure (and are exclusively responsible for) the accuracy, quality, integrity and legality of your data and that its use complies with all applicable laws and intellectual property rights.

6.2 It is your responsibility to maintain safe backups and copies of the Learner Data. You shall, without limitation, ensure that you back up (or procure the back up of) all Learner Data regularly and extract it from the Platform prior to the termination or expiry of the Licence. To the maximum extent permitted by applicable law, Readingmate shall not be responsible (under any legal theory, including in negligence) for any loss of availability of, or corruption or damage to, any Learner Data caused by your failure to back it up or extract as described in this clause.

6.3 Readingmate may extract anonymised statistical data from the Platform for its own business purposes to develop and improve the Platform, and to provide such aggregated anonymised statistical data to third parties provided always that no personally identifiable information shall be disclosed.

7. Warranties

7.1 Readingmate warrants that:

(a) the Platform will be supplied with reasonable skill and care and will conform in all material respects to its description; and

(b) it has all the rights in relation to the Platform that are necessary to grant the Licence.

7.2 If the Platform does not conform with the foregoing warranties, Readingmate will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the warranties set out in clause 7.1. Notwithstanding the foregoing, Readingmate does not warrant that your use of the Platform will be uninterrupted or error-free, or that the Platform and/or the information obtained by you through it will meet your requirements.

8. Restrictions on your use of the Platform

8.1 You must not do, upload, or transmit anything (including any content, software, code, file or programme) which:

(a) may adversely affect the Platform or the user experience of Readingmate’s other customers; or

(b) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence, is discriminatory; or

8.2 You shall not:

(a) attempt to copy, decompile, reverse engineer, modify, duplicate, or distribute all or any portion of the software comprising the Platform;

(b) use the Platform to provide a product or service that competes with the Platform;

(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party, or

(e) attempt to obtain, or assist third parties in obtaining, access to the Platform.

8.3 Readingmate reserves the right, without liability or prejudice to its other rights, to disable your access to the Platform if you or your Authorised Users breach the provisions of this clause.

9. Your duties

9.1 You shall:

(a) comply with all applicable laws and regulations with respect to your activities under this agreement;

(b) obtain and maintain all necessary licences, consents, and permissions necessary, including those described in Schedule 1;

(d) be solely responsible for procuring, maintaining and securing your network connections and telecommunications links.

10. Confidentiality

10.1 Each party shall maintain the confidentiality of the other’s Confidential Information and shall not without their prior written consent or in accordance with the agreement, disclose or copy the Confidential Information other than as necessary for the performance of their obligations under the agreement or its express rights and obligations.

10.2 The provisions of this clause 10 shall not apply to information which:

(a) is or comes into the public domain through no fault of a party, its officers, employees, agents or contractors;

(b) is lawfully received by a party from a third party free of any obligation of confidence at the time of its disclosure;

(c) is independently developed by a party (or any person acting on its or their behalf), without access to or use of such information; or

(d) is required by law, by court or governmental or regulatory order to be disclosed.

10.3 The above provisions of this clause 10 shall survive termination of this agreement, however arising.

11. Limit of liability

11.1 Except as expressly and specifically provided in this agreement:

(a) you assume sole responsibility for results obtained from your use of the Platform and for conclusions drawn from such use;

(b) all warranties, representations, conditions and all other conditions of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and

11.2 Readingmate shall not be liable 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 agreement.

11.3 Readingmate’s total aggregate liability, in any twelve month period beginning with the start of the contract with you, in contract (including in respect of indemnities), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Charges paid under this agreement during the twelve month period in which the claim or claims arise.

12. Term and Termination

12.1 The agreement and Licence shall commence on the Effective Date and shall continue for the Initial Term and, thereafter, this agreement and the Licence shall be automatically renewed for successive periods of 12 months unless the Licensee provides written notice to Readingmate at least 1 month before the renewal date that it wishes to terminate the agreement and Licence.

12.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the agreement (including failure to pay any amount due under the agreement) and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so; or

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.

12.3 Termination of the agreement shall not affect any of the parties’ rights, remedies, obligations or liabilities that have accrued as at termination. Any provision of the agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

12.4 On termination of this agreement for any reason:

(a) all licences granted under this agreement shall immediately terminate and the Licensee shall immediately cease all use of the Platform; and

(b) Readingmate may destroy any of the Learner Data in its possession.

13. General

13.1 Relief: To the maximum extent permitted, Readingmate shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of the agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by Force Majeure or any breach of this agreement by you.

13.2 Variation: No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13.3 Waiver: No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13.4 Rights And Remedies: Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

13.5 Severance:

(a) If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

(b) If any provision or part-provision of this agreement is deemed deleted under clause 13.5(a) the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

13.6 Entire Agreement: This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

13.7 Assignment

(a) You shall not, without the prior written consent of Readingmate, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this agreement.

(b) Readingmate may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

13.8 No Partnership Or Agency: Nothing in this agreement 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).

13.9 Third Party Rights: This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

13.10 Notices

(a) Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at the parties’ registered offices, or such other address as may have been notified by that party for such purposes, or sent by email to the other party’s email address registered or made known during account registration.

(b) A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed delivery receipt obtained by the sender).

13.11 Governing Law: 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 the law of England and Wales.

13.12 Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1 – Licence

1. Software

1.1 The Readingmate Reading Hub

2. Term

2.1 The initial term of the Licence is for 12 months, starting on the Effective Date.

2.2 The initial term shall automatically renew for additional 12 month periods unless terminated in accordance with this agreement.

3. Authorised users

3.1 You may invite any amount of Learners to use the Platform. A single account is provided for each Learner.

3.2 You configure the Platform to grant access to Authorised Users and Learners.

4. Charges

4.1 Readingmate charges the following fees:

£6 per pupil, per annum (unless otherwise stated)

5. Dependencies

5.1 The Platform requires that you have and maintain a licence to use the Wonde. Wonde’s API allows you to import data to the Platform. The Platform will only show the data that you choose to import.

Schedule 2 – DPA

Data Processing Addendum

1. You shall ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Protected Data to us for the duration and purposes of the Licence so that we may lawfully use, process, and transfer the Protected Data in accordance with the Licence.

2. Instructions. We shall only process (and shall ensure its personnel only process) the Protected Data in accordance with this addendum, except to the extent:

2.1 that alternative processing instructions are agreed between us in writing; or

2.2 we are otherwise required by applicable law (and shall inform you of that legal requirement before processing, unless applicable law prevents us doing so on important grounds of public interest); and

2.3 without prejudice to any other term in this Data Processing Addendum or our Conditions, if we believe that any instruction is likely to infringe the Data Protection Laws we shall promptly inform you and be entitled to cease to provide the relevant services until we have agreed appropriate amended instructions which are not infringing.

3. The processing of the Protected Data by us shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in the Appendix to this addendum.

4. Security. Taking into account the state of technical development and the nature of processing, we shall implement and maintain technical and organisational measures to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.

5. Sub-processing and personnel. We shall:

5.1 prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this Data Protection Addendum (including those relating to sufficient guarantees to implement appropriate technical and organisational measures) that is enforceable by us and ensure each such Sub-Processor complies with all such obligations;

5.2 remain fully liable to you under the Conditions for all the acts and omissions of each Sub-Processor as if they were our own; and

5.3 ensure that all persons engaged by us or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential, and you authorise the appointment of Sub-Processors provided we complies at all times with the provisions of this clause 5.

6. Assistance. We shall (at your cost):

6.1 assist you in ensuring compliance with your obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to us; and

6.2 taking into account the nature of the processing, assist you (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of your obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.

7. International transfers. We shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom without your prior written consent.

8. Audits and processing. We shall, in accordance with Data Protection Laws, make available to you such information that is in our possession or control as is necessary to demonstrate our compliance with the obligations placed on us under this clause 8 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by you (or another auditor you mandate) for this purpose (subject to a maximum of one audit request in any 12 month period).

9. Breach. We shall notify you without undue delay (and in any event within 24 hours) and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.

10. Deletion/return. On the end of the provision of the Services relating to the processing of Protected Data, at your cost and our option, within 30 days we shall either return all of the Protected Data to you or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires us to store such Protected Data. This clause 10 shall survive termination or expiry of the agreement.

Appendix – Data processing details

Subject-matter of processing:

The provision of remote software for data analysis relating to student attainment.

Duration of the processing:

For the duration of the customer’s paid subscription.

Nature and purpose of the processing:

Processing as reasonably required to provide the services to the customer.

Type of Personal Data:

Names, e-mail addresses, phone numbers.

Categories of Data Subjects:

School employees, pupils, pupils’ parents and guardians.

Special categories of Personal Data:

None