Terms and Conditions/

Terms and Conditions

Software Licence Agreement - For ‘Monitoring’ Services

By subscribing to download and use the Future Digital Footprint Software Services (the “Software Services”) and by your continued use of the Software Services you are deemed to have entered into a limited licence agreement (“the Software Licence”) with Future Digital Footprint Limited and you agree to strictly abide by the terms and conditions of use set out below and as may be changed from time to time.

Any additional terms and conditions contained in the User Subscription agreement entered into by you in relation to the Licensed Software shall be deemed to be incorporated herein.  To the extent that there is any conflict between these T&Cs and a User Subscription, the terms of the terms of the User Subscription shall prevail.   

Defintions 

For the purposes of these T&Cs the following terms shall, save where the context otherwise requires have the following meanings:

“the Company” means Future Digital Footprint Limited (a limited liability company incorporated in England and Wales under registration number 08534090) or any holding or subsidiary company of the Company (as defined in the Companies Act 2006 of England and Wales;

“Customer Client File” means the individual DNS [Domain Name System] address issued to the User;

“Distributor” means a person  (being an individual or body corporate or incorporate) with whom the Company has entered into a distribution agreement which has not been terminated;

“Library” means the words, phrases or images used in the Software Services for the Purpose;

“Premises” means the premises at which the User is licensed to access the Software Services;

“Purpose” means the ability to monitor students’ use of the information and communication technology for indications of  risks such as radicalisation, sexual grooming, self-harm, cyber-bullying and intentional/inadvertent access to inappropriate content;

 “T&Cs means these terms and conditions of governing your use of the Software Services,, as the same my be amended from time to time;

“User” or “you” means the person for whom the Customer Client File is opened; and “your” shall have the corresponding meaning;

“User Subscription” means the agreement entered into by you, the User (1); and the Company and/or the Distributor (2);

“Website” means www.futuredigital.co.uk

In these T&Cs the use of the singular shall be deemed to include the plural and vice versa; and the term “person” shall be deemed to include an individual and a body corporate or incorporate.

Delivery and Access

1.1        

The Company shall be deemed to have delivered the Licensed Software to you once you have been assigned a Customer Client File and given access to the Software Services. Risk in any tangible media on which the Licensed Software is delivered remains with the User.

1.2        

You may not use any DNS or otherwise access the Licensed Software from outside the Premises.

1.3        

Materials and features may be added to or withdrawn from the Software Services or otherwise changed without notice. 

1.4        

The Company does not guarantee that the Software Service will be uninterrupted or error free.  The Software Service may be interrupted for any reason at the Company’s discretion whether for maintenance or repairs; to carry out upgrades to improve the performance or functionality of the Software Service, or otherwise. The Software Services may also be interrupted due to circumstances beyond the Company’s control, such as failures of telecommunications links.  

Licence

2.1      

The Company grants you a non-exclusive licence for the term of the relevant User Subscription to use the Licensed Software only .at the Premises and for the Purpose.

2.2           

In relation to scope of use:
(a)    for the purposes of clause  2.1 use of the Licensed Software shall be restricted to its use in object code form for the Purpose (which shall not include allowing the use of the Licensed Software by or for the benefit of, any person other than any of your employees, agents or consultants;
(b)    you may not use the Licensed Software other than as specified in clause 2.1 and clause 2(a) without the prior written consent of  the Company, and you acknowledge that additional fees may be payable on any change of use;
(c)     you may not use the Licensed Software except in the manner and for the Purpose as may be set out in the Company’s manuals, descriptive documents or its website relating to the Licensed Software all of which may be updated from time to time;
(d)     except as expressly stated in this clause 2, you have no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Licensed Software in whole or in part except to the extent that the User Subscription permits you to amend or customise the Library for your individual use of the Software Services..

2.3           

You will not:
(a) sub-license, assign or novate the benefit or burden of this Licence in whole or in part;
(b) allow the Licensed Software to become the subject of any charge, lien or encumbrance; or
(c) deal in any other manner with any or all of your rights and obligations under this Licence,

without the prior written consent of  the Company.

2.4           

You will notify the Company or the Distributor as soon as you become aware of any unauthorised use of the Licensed Software by any person.

2.5.          

You will permit the Company to inspect and have access to any Premises (and to the computer equipment located there) at or on which the Licensed Software is being kept or used, and have access to any records kept in connection with this Licence, for the purposes of ensuring that you are complying with the terms of this Software Licence.

2.6           

Each User hereby grants permission to the Company to access all data arising from its use of the Software Services principally for the purpose of assisting the Company in improving the Software Services, including but not limited to improving and updating the Library and provided that at all times the Company’s use of access is both (i) aggregated and rendered anonymous; and (ii) complies with the Data Protection Act 1998.

Fees

3.1            

Fees payable by you to the Company or, as applicable, to the Distributor will generally be specified in the User Subscription and    in the absence thereof  each User shall be obliged to pay to the Company the prevailing standard subscription rate as periodically advised by the Company such fees to be payable and paid annually in advance of first use of the Software Services and each anniversary thereafter.                     

3.2            

All sums payable under these T&Cs or under any User Subscription are exclusive of value added tax or any relevant local sales taxes, for which you shall be responsible.

3.3            

All sums payable shall be made in cash in the currency, in the manner and at the time or times stipulated in the User Subscription.

Amendments to T&Cs

4.1

The Company reserves the right to amend these T&Cs from time to time.  When the Company  updates these T&Cs it will notify the User by updating this page of the Website.  The date of the last update will be provided at the end of this page.  Users are recommended to revisit this page from time to time to ensure awareness of any changes to the T&Cs.  The User’s continued use of the Software Services shall be deemed to be acceptance of the T&Cs as amended.

Limits of liability

5.1           

Except as expressly stated in clause 5.2:

(a)  Neither the Company nor any Distributor shall in any circumstances have any liability for any losses or damages which may be suffered by you (or any person claiming under or through you), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories: (i) special damage even if the Company or the Distributor were aware of the circumstances in which such special damage could arise; (ii) loss of profits; (iii) loss of anticipated savings; (iv) loss of business opportunity; (v) loss of goodwill;  or (vi) loss or corruption of data;
(b)  neither the Company nor any Distributor shall be liable for any loss, claim, liability, or damage resulting in any way from (i) any errors in or omissions from the Software Services or any manuals or descriptive documents; (ii) your use of the Software Services; (iii) your use of any equipment in connection with the Software Services; (iv) the unavailability or interruption of the Software Services or any features thereof; (v) and errors or viruses affecting the Services.
(c) the total liability of the Company or any Distributor, whether in contract, tort (including negligence) or otherwise and whether in connection with this Licence or any collateral contract, shall in no circumstances exceed a sum equal to the fee or fees paid by you to the Company or the Distributor; and
(d)  you agree that, in entering into this Licence, either you did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Licence or (if you did rely on any representations, whether written or oral, not expressly set out in this Licence) that you shall have no remedy in respect of such representations and (in either case) neither the Company nor the Distributor shall have any liability in any circumstances otherwise than in accordance with the express terms of the Licence and these T&Cs.

5.2        

The exclusions in clause 5.1 shall apply to the fullest extent permissible at law, but liability is not excluded for:

(a)    death or personal injury caused by the negligence of the Company, its officers, employees, contractors or agents;
(b)    fraud or fraudulent misrepresentation; or
(c)    any other liability which may not be excluded by law.

Intellectual Property Rights

6.1        

You acknowledge that all Intellectual Property Rights in the Licensed Software and any trade names or trademarks used by the Company in connection with the Software Services (registered or unregistered) belong and shall belong (as against you) to the Company, and you shall have no rights in or to the Licensed Software other than the right to use it in accordance with the terms of this Licence.

6.2        

“Intellectual Property Rights” mean patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

Duration and Termination

7.1        

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

(a)  the other party fails to pay any amount due under this Licence on the due date for payment;
(b)  the other party commits a material breach of any other term of this Licence which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so;
(c)   the User 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 is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(d)   the User commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e)    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 the User other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f)     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 User; or
(g)    the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.


7.2        

Absence any other reference in the User Subscription, the Company reserves the right to terminate a User’s use of the Software Services on giving such User no less than three (3) month’s written notice of termination.

7.3        

Termination or expiry of this Licence shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreementwhich existed at or before the date of termination or expiry.

7.4        

On termination for any reason:
(a)     all rights granted to you hereunder shall cease;
(b)     you shall cease all activities authorised by this Licence;
(c)     you shall immediately pay to  the Company any sums due to  the Company under this Licence.

Waiver

8.1

No failure or delay by a party to exercise any right or remedy provided under this Licence 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.

Remedies

9.1

Except as expressly provided herein, the rights and remedies provided under this Software Licence are in addition to, and not exclusive of, any rights or remedies provided by law.

Entire agreement

10.1      

Save with respect to the terms of the User Subscription, these T&Cs (including the Software Licence) as amended from time to time pursuant to clause 4 contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties or between the User, the Company and/or a Distributor (as applicable) relating to such subject matter.

10.2      

Each party acknowledges that, in entering into this Licence it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this Licence or not).

10.3      

Nothing in this clause 10 shall limit or exclude any liability for fraud.

Variation

11.1

No variation of this Licence shall be effective unless it is in writing and signed by the Company (or its authorised representatives).

Severance

12.1      

If any provision or part-provision of the T&Cs is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 12 shall not affect the validity and enforceability of the rest of these T&Cs.

12.2      

If any provision or part-provision of these T&Cs is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

Third party rights

13.1

A person who is not a party to this Licence shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

Governing law and jurisdiction

14.1      

These T&Cs and the Software Licence and any dispute or claim arising out of or in connection with them 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.

14.2      

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Licence or its subject matter or formation (including non-contractual disputes or claims).

Date of last revision of these T&Cs:    21 February 2017


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