Terms & 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 (as defined below) 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.
“the Company” 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” the individual DNS [Domain Name System] address issued to the User;
“Distributor” 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” the words, phrases or images used in the Software Services for the Purpose;
“Licensed Software” the software detailed in the User Subscription agreement signed by you and us, to which these T&Cs apply;
“Premises” the premises at which the User is licensed to access the Software Services;
“Purpose” 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 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” the person for whom the Customer Client File is opened; and “your” shall have the corresponding meaning;
“User Subscription” the agreement entered into by you, the User (1); and the Company and/or the Distributor (2);
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.
1. 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.
2.1 The Company grants you a non-exclusive, non-transferable, licence for the term of the relevant User Subscription to use the Licensed Software only .at the Premises and for the Purpose.
(a) In relation to scope of use:or 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 2.2(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 may 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;
(c) allow the maximum number of users of the Software as set out in the User Subscription agreement to be exceeded; or
(d) 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 which may be withheld.
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. In particular, you will allow the Company to take all necessary steps to ensure that the number of Users of the Software as set out in the relevant User Subscription has not been exceeded and you will notify the Company as soon as you become aware of any such excess use.
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 General Data Protection Regulation (GDPR).
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.
4. AMENDMENTS TO T&Cs
4.1 The Company reserves the right to amend these T&Cs from time to time and for any reason. 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.
5. LIMITS OF LIABILITY
5.1 Except as expressly stated in clause 5.2:
(a) The Company gives no warranty in relation to (and you will assume sole responsibility for) any results obtained from the use of the Software and Software Services, and for any conclusions drawn from such use;
(b) All warranties, representations, conditions and all other terms implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement;
(c) 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, misrepresentation (whether innocent or negligent), 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 or information;
(d) 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 in or resulting 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.
(e) 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
(f) 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.
6. 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.
7. 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. Alternatively, the Company may elect (at its sole discretion and without prejudice to any of its other rights and remedies under this agreement) to suspend the Software Services until such time as the relevant amount due is paid;
(b) the other party commits a material breach (or a series of breaches which, taken together, may be deemed to be 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 (or breaches) 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 agreement that which 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 and return and make no further use of any equipment, property, materials and other items (and copies of them) belonging to the Company;
(c) you shall immediately pay to the Company any sums due to the Company under this Licence
8.1 You and the Company both agree to keep the other’s Confidential Information strictly confidential and agree not to disclose any Confidential Information to any person without the prior written consent of the other party, except that either party may disclose Confidential Information to its officers, employees, advisers, insurers, agents and sub-contractors who have a need to access such Confidential Information for the performance of their work with respect to the Software Services and the Purpose. This clause shall not apply to any Confidential Information that is known to the other party before disclosure under this agreement, is not subject to any other obligation of confidentiality, is (or becomes) publicly known through no act or default of the other party, or is obtained for a third party in circumstances whether the other party has no reason to believe there has been a breach of an obligation of confidentiality.
9. DATA PROTECTION
9.1 The parties will each comply with their respective duties under all relevant legislation (in any country) concerning the protection of personal data, including without limitation EU Regulation 2016/679 (the General Data Protection Regulation). The terms used in this clause 9 shall have the meanings set out in the General Data Protection Regulation. The expression “Customer’s personal data” shall mean personal data to be processed by Future Digital on behalf of Customer.
9.2 If and to the extent that Future Digital is required to process personal data on behalf of Customer under this Agreement, Future Digital will:
(a) Process such personal data:
(i) only to the extent necessary for the purposes of performing its obligations under this Agreement, and
(ii) only in accordance with the written instructions of Customer, including those contained in this clause 9;
(b) Put and at all times maintain in place appropriate technical and organisational measures against unauthorised or unlawful processing of such personal data and against accidental loss, destruction of or damage to the data. Such measures shall (inter alia) have regard to the specific requirements of this Agreement and the level of harm that may be suffered by a data subject whose personal data is affected by any such unauthorised or unlawful processing or by its loss, destruction or damage, and shall include (where appropriate in each case):
(i) The pseudonymisation and encryption of personal data;
(ii) The ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
(iii) The ability to restore the availability of, and access to, personal data in a timely manner in the event of a physical or technical incident; and
(iv) A process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing;
(c) Not keep the personal data for longer than is necessary for the purposes of processing the personal data to perform its obligations under this Agreement;
(d) Take reasonable steps to ensure the reliability of any of its staff who will have access to the personal data, ensuring that any such staff are:
(i) Adequately trained in their duties; and
(ii) Contractually obliged to maintain the confidentiality of Customer’s personal data;
(e) Inform Customer immediately if in Future Digital’s opinion an instruction issued by Customer infringes any applicable data protection law;
(f) Inform Customer without undue delay if it becomes aware of any accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure of or access to Customer’ personal data and provide Customer with all reasonable assistance in investigating and mitigating the impact of any such data breach. Future Digital will also provide all reasonable assistance to Customer in relation to its obligations to provide adequate notifications to the relevant data protection authorities and affected data subjects;
(g) Provide Customer with reasonable and timely assistance for the purposes of fulfilling Customer’s obligations in the event that Customer receives from a data subject a request to exercise any of his/her rights under applicable data protection law. If Future Digital receives from a data subject a request to exercise his/her rights in respect of Customer’s personal data, Future Digital will provide notice of this to Customer without undue delay;
(h) Assist Customer to ensure Customer’s compliance with any requirements under applicable data protection legislation concerning the conduct of data protection impact assessments, including co-operation with the relevant supervisory authority;
(i) Not without the written consent of Customer process any of Customer’s personal data outside the EEA, nor transfer any of Customer’ personal data outside the EEA or to an international organisation, unless the transfer is appropriately protected by the use of model contract clauses or otherwise, or unless required to do so by any EU law to which Future Digital is subject, in which case Future Digital shall inform Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
(j) Allow a representative of Customer (or an auditor appointed by Customer) access to any relevant premises owned or controlled by Future Digital upon reasonable notice, to inspect the measures, programmes and procedures adopted in performance of and in compliance with this clause 9. Future Digital will also make available to Customer, at Customer’s request, all information necessary to demonstrate compliance with this clause 9;
(k) Upon the termination of this Agreement for whatever reason, return all personal data and all copies of the personal data to Customer forthwith or, at Customer’s choice, destroy all copies of the same and certify to Customer that it has done so, unless Future Digital is prevented by any legal or regulatory requirement from destroying or returning all or part of such data, in which event the data will be kept confidential and will not be actively processed for any purpose;
(l) Not subcontract any processing of Customer’s personal data or otherwise disclose Customer’s personal data to any third party except as expressly permitted by this Agreement or otherwise permitted by Customer in writing. Where such a sub-contractor is engaged, Future Digital will:
(i) Ensure that it has a written contract (the “Processing Subcontract”) in place with the relevant subcontractor which imposes on the subcontractor the same obligations in respect of processing of Customer’ personal data as are imposed on Future Digital under this Agreement, and in particular this clause 9;
(ii) Ensure that there are sufficient guarantees in place to ensure the subcontract will meet the requirements of Article 28 of EU Regulation 2016/679;
(iii) Remain fully liable to Customer for its obligations under this clause 9; and
(iv) Provide a copy of the Processing Subcontract to Customer upon request, subject to reasonable confidentiality restrictions that may be applicable. Future Digital shall ensure that any confidentiality restrictions in the Processing Subcontract do not prevent it showing to Customer those provisions which demonstrate Future Digital’s compliance with its obligations under this clause 9.
(m) Nothing within the Agreement relieves the Processor of its own direct responsibilities and liabilities under the GDPR or any applicable UK legislation.
9.3 Appendix  to this agreement contains details of the processing activities to be undertaken by Future Digital.
10.1 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.
11.1 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.
12. ENTIRE AGREEMENT
12.1 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.
12.2 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).
12.3 Nothing in this clause 12 shall limit or exclude any liability for fraud.
13.1 No variation of this Licence shall be effective unless it is in writing and signed by the Company (or its authorised representatives).
14.1 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.
14.2 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.
15.1 You will not, without the prior written consent of the company which may be withheld, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this agreement.
15.2 The company 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.
16. THIRD PARTY RIGHTS
16.1 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.
17. GOVERNING LAW AND JURISDICTION
17.1 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.
17.2 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).
1. Subject-matter of the processing: The subject matter of Future Digital Footprint’s processing activities for GDPR purposes comprises the provision of a service for customers to safeguard learners in education.
2. Expected duration: Future Digital Footprint will process personal data for the duration of the Licence Agreement, unless otherwise agreed upon.
3. Nature of processing: Online user activities are processed by Future Digital Footprint for the purpose of promoting the welfare of learners and protecting them from harm.
4. Purpose of processing: Provision of safeguarding services for learners
5. Types of personal data: First and last name, address, telephone number, email, internet browsing history, biographical information disclosed on the internet such as photograph, age, gender, racial or ethnic origin, sexual orientation and any other personal information which is made available by users online.
6. Categories of data subjects: Learners, teachers, teaching support staff, other individuals interacting with learners
Date of last revision of these T&Cs: May 2018